Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
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 | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 967,493,795 | |
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 | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Real estate investments, at cost: | ||
Land | $ 2,859,265 | $ 2,865,855 |
Buildings, fixtures and improvements | 10,714,456 | 10,711,845 |
Intangible lease assets | 2,024,014 | 2,037,675 |
Total real estate investments, at cost | 15,597,735 | 15,615,375 |
Less: accumulated depreciation and amortization | 3,206,336 | 2,908,028 |
Total real estate investments, net | 12,391,399 | 12,707,347 |
Investment in unconsolidated entities | 33,972 | 39,520 |
Investment in direct financing leases, net | 16,560 | 19,539 |
Investment securities, at fair value | 35,489 | 40,974 |
Mortgage notes receivable, net | 19,855 | 20,294 |
Cash and cash equivalents | 18,434 | 34,176 |
Restricted cash | 27,078 | 27,662 |
Rent and tenant receivables and other assets, net | 351,163 | 308,253 |
Goodwill | 1,337,773 | 1,337,773 |
Due from affiliates, net | 0 | 6,041 |
Assets related to real estate assets held for sale and discontinued operations, net | 29,884 | 163,999 |
Total assets | 14,261,607 | 14,705,578 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 2,031,171 | 2,082,692 |
Corporate bonds, net | 2,824,176 | 2,821,494 |
Convertible debt, net | 989,901 | 984,258 |
Credit facility, net | 195,000 | 185,000 |
Below-market lease liabilities, net | 187,352 | 198,551 |
Accounts payable and accrued expenses | 141,746 | 136,474 |
Deferred rent and other liabilities | 66,123 | 62,985 |
Distributions payable | 180,734 | 175,301 |
Due to affiliates | 0 | 66 |
Liabilities related to discontinued operations | 0 | 15,881 |
Total liabilities | 6,616,203 | 6,662,702 |
Commitments and contingencies (Note 13) | ||
EQUITY | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,834,138 issued and outstanding as of each of June 30, 2018 and December 31, 2017 | 428 | 428 |
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 967,493,795 and 974,208,583 issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | 9,674 | 9,742 |
Additional paid-in-capital | 12,609,145 | 12,654,258 |
Accumulated other comprehensive loss | (4,290) | (3,569) |
Accumulated deficit | (5,120,240) | (4,776,581) |
Total stockholders’ equity | 7,494,717 | 7,884,278 |
Non-controlling interests | 150,687 | 158,598 |
Total equity | 7,645,404 | 8,042,876 |
Total liabilities and equity | 14,261,607 | 14,705,578 |
VEREIT Operating Partnership, L.P. [Member] | ||
Real estate investments, at cost: | ||
Land | 2,859,265 | 2,865,855 |
Buildings, fixtures and improvements | 10,714,456 | 10,711,845 |
Intangible lease assets | 2,024,014 | 2,037,675 |
Total real estate investments, at cost | 15,597,735 | 15,615,375 |
Less: accumulated depreciation and amortization | 3,206,336 | 2,908,028 |
Total real estate investments, net | 12,391,399 | 12,707,347 |
Investment in unconsolidated entities | 33,972 | 39,520 |
Investment in direct financing leases, net | 16,560 | 19,539 |
Investment securities, at fair value | 35,489 | 40,974 |
Mortgage notes receivable, net | 19,855 | 20,294 |
Cash and cash equivalents | 18,434 | 34,176 |
Restricted cash | 27,078 | 27,662 |
Rent and tenant receivables and other assets, net | 351,163 | 308,253 |
Goodwill | 1,337,773 | 1,337,773 |
Due from affiliates, net | 0 | 6,041 |
Assets related to real estate assets held for sale and discontinued operations, net | 29,884 | 163,999 |
Total assets | 14,261,607 | 14,705,578 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 2,031,171 | 2,082,692 |
Corporate bonds, net | 2,824,176 | 2,821,494 |
Convertible debt, net | 989,901 | 984,258 |
Credit facility, net | 195,000 | 185,000 |
Below-market lease liabilities, net | 187,352 | 198,551 |
Accounts payable and accrued expenses | 141,746 | 136,474 |
Deferred rent and other liabilities | 66,123 | 62,985 |
Distributions payable | 180,734 | 175,301 |
Due to affiliates | 0 | 66 |
Liabilities related to discontinued operations | 0 | 15,881 |
Total liabilities | 6,616,203 | 6,662,702 |
Commitments and contingencies (Note 13) | ||
EQUITY | ||
Total partners’ equity | 7,644,155 | 8,041,571 |
Non-controlling interests | 1,249 | 1,305 |
Total equity | 7,645,404 | 8,042,876 |
Total liabilities and equity | 14,261,607 | 14,705,578 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
EQUITY | ||
General Partners' capital account | 746,199 | 782,073 |
Limited Partners' capital account | 2,955 | 3,027 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
EQUITY | ||
General Partners' capital account | 6,748,518 | 7,102,205 |
Limited Partners' capital account | $ 146,483 | $ 154,266 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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) | 967,493,795 | 974,208,583 |
Common stock, shares outstanding (shares) | 967,493,795 | 974,208,583 |
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) | 967,493,795 | 974,208,583 |
General partners', units outstanding (shares) | 967,493,795 | 974,208,583 |
Limited partners', units issued (shares) | 23,715,908 | 23,748,347 |
Limited partners', units outstanding (shares) | 23,715,908 | 23,748,347 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Revenues: | |||||
Rental income | $ 290,641 | $ 286,694 | $ 581,272 | $ 580,866 | |
Operating expense reimbursements | 25,023 | 21,551 | 49,466 | 48,277 | |
Total revenues | 315,664 | 308,245 | 630,738 | 629,143 | |
Operating expenses: | |||||
Acquisition-related | 909 | 756 | 1,686 | 1,373 | |
Litigation and other non-routine costs, net of insurance recoveries | 107,087 | 14,411 | 128,827 | 27,286 | |
Property operating | 31,436 | 31,627 | 62,001 | 65,643 | |
General and administrative | 16,287 | 14,429 | 31,527 | 27,108 | |
Depreciation and amortization | 164,235 | 180,148 | 330,387 | 359,160 | |
Impairments | 11,664 | 17,769 | 17,700 | 24,494 | |
Total operating expenses | 331,618 | 259,140 | 572,128 | 505,064 | |
Operating (loss) income | (15,954) | 49,105 | 58,610 | 124,079 | |
Other (expense) income: | |||||
Interest expense | (70,320) | (73,621) | (140,745) | (147,364) | |
Gain on extinguishment and forgiveness of debt, net | 5,249 | 9,005 | 5,249 | 8,935 | |
Other income, net | 1,215 | 2,463 | 8,651 | 3,122 | |
Equity in income and gain on disposition of unconsolidated entities | 327 | 513 | 1,392 | 431 | |
Gain on derivative instruments, net | 105 | 592 | 378 | 1,416 | |
Total other expenses, net | (63,424) | (61,048) | (125,075) | (133,460) | |
Loss before taxes and real estate dispositions | (79,378) | (11,943) | (66,465) | (9,381) | |
Gain on disposition of real estate and real estate assets held for sale, net | 5,821 | 42,639 | 23,156 | 55,120 | |
(Loss) income before taxes | (73,557) | 30,696 | (43,309) | 45,739 | |
Provision for income taxes | (1,134) | (1,146) | (2,346) | (4,254) | |
(Loss) income from continuing operations | (74,691) | 29,550 | (45,655) | 41,485 | |
Income from discontinued operations, net of income taxes | 224 | 4,636 | 3,725 | 7,491 | |
Net (loss) income | (74,467) | 34,186 | (41,930) | 48,976 | |
Net loss (income) attributable to non-controlling interests | [1] | 1,797 | (778) | 1,055 | (1,130) |
Net (loss) income attributable to the General Partner | $ (72,670) | $ 33,408 | $ (40,875) | $ 47,846 | |
Basic and diluted net (loss) income per share from continuing operations attributable to common stockholders (in dollars per share) | $ (0.09) | $ 0.01 | $ (0.08) | $ 0.01 | |
Basic and diluted net income per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0.01 | 0 | 0.01 | |
Basic and diluted net (loss) income per share attributable to common stockholders (in dollars per share) | (0.09) | 0.02 | (0.08) | 0.01 | |
Distributions declared per common share / unit (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.275 | $ 0.275 | |
VEREIT Operating Partnership, L.P. [Member] | |||||
Revenues: | |||||
Rental income | $ 290,641 | $ 286,694 | $ 581,272 | $ 580,866 | |
Operating expense reimbursements | 25,023 | 21,551 | 49,466 | 48,277 | |
Total revenues | 315,664 | 308,245 | 630,738 | 629,143 | |
Operating expenses: | |||||
Acquisition-related | 909 | 756 | 1,686 | 1,373 | |
Litigation and other non-routine costs, net of insurance recoveries | 107,087 | 14,411 | 128,827 | 27,286 | |
Property operating | 31,436 | 31,627 | 62,001 | 65,643 | |
General and administrative | 16,287 | 14,429 | 31,527 | 27,108 | |
Depreciation and amortization | 164,235 | 180,148 | 330,387 | 359,160 | |
Impairments | 11,664 | 17,769 | 17,700 | 24,494 | |
Total operating expenses | 331,618 | 259,140 | 572,128 | 505,064 | |
Operating (loss) income | (15,954) | 49,105 | 58,610 | 124,079 | |
Other (expense) income: | |||||
Interest expense | (70,320) | (73,621) | (140,745) | (147,364) | |
Gain on extinguishment and forgiveness of debt, net | 5,249 | 9,005 | 5,249 | 8,935 | |
Other income, net | 1,215 | 2,463 | 8,651 | 3,122 | |
Equity in income and gain on disposition of unconsolidated entities | 327 | 513 | 1,392 | 431 | |
Gain on derivative instruments, net | 105 | 592 | 378 | 1,416 | |
Total other expenses, net | (63,424) | (61,048) | (125,075) | (133,460) | |
Loss before taxes and real estate dispositions | (79,378) | (11,943) | (66,465) | (9,381) | |
Gain on disposition of real estate and real estate assets held for sale, net | 5,821 | 42,639 | 23,156 | 55,120 | |
(Loss) income before taxes | (73,557) | 30,696 | (43,309) | 45,739 | |
Provision for income taxes | (1,134) | (1,146) | (2,346) | (4,254) | |
(Loss) income from continuing operations | (74,691) | 29,550 | (45,655) | 41,485 | |
Income from discontinued operations, net of income taxes | 224 | 4,636 | 3,725 | 7,491 | |
Net (loss) income | (74,467) | 34,186 | (41,930) | 48,976 | |
Net loss (income) attributable to non-controlling interests | [2] | 16 | 14 | 56 | 21 |
Net (loss) income attributable to the General Partner | $ (74,451) | $ 34,200 | $ (41,874) | $ 48,997 | |
Basic and diluted net (loss) income per unit from continuing operations attributable to common unitholders (in dollars per share) | $ (0.09) | $ 0.01 | $ (0.08) | $ 0.01 | |
Basic and diluted net income per unit from discontinued operations attributable to common unitholders (in dollars per share) | 0 | 0.01 | 0 | 0.01 | |
Basic and diluted net (loss) income per unit attributable to common unitholders (in dollars per share) | (0.09) | 0.02 | (0.08) | 0.01 | |
Distributions declared per common share / unit (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.275 | $ 0.275 | |
[1] | Represents net loss (income) attributable to limited partners and consolidated joint venture partners. | ||||
[2] | Represents net loss attributable to consolidated joint venture partners. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Net (loss) income | $ (74,467) | $ 34,186 | $ (41,930) | $ 48,976 | |
Other comprehensive (loss) income: | |||||
Unrealized (loss) gain on interest rate derivatives | 0 | (307) | 0 | 197 | |
Reclassification of previous unrealized loss on interest rate derivatives into net income | 56 | 240 | 161 | 710 | |
Unrealized loss on investment securities, net | (62) | (69) | (899) | (263) | |
Total other comprehensive (loss) income | (6) | (136) | (738) | 644 | |
Total comprehensive (loss) income | (74,473) | 34,050 | (42,668) | 49,620 | |
Comprehensive loss (income) attributable to non-controlling interests | [1] | 1,797 | (775) | 1,072 | (1,146) |
Total comprehensive (loss) income attributable to the General Partner / OP | (72,676) | 33,275 | (41,596) | 48,474 | |
VEREIT Operating Partnership, L.P. [Member] | |||||
Net (loss) income | (74,467) | 34,186 | (41,930) | 48,976 | |
Other comprehensive (loss) income: | |||||
Unrealized (loss) gain on interest rate derivatives | 0 | (307) | 0 | 197 | |
Reclassification of previous unrealized loss on interest rate derivatives into net income | 56 | 240 | 161 | 710 | |
Unrealized loss on investment securities, net | (62) | (69) | (899) | (263) | |
Total other comprehensive (loss) income | (6) | (136) | (738) | 644 | |
Total comprehensive (loss) income | (74,473) | 34,050 | (42,668) | 49,620 | |
Comprehensive loss (income) attributable to non-controlling interests | [2] | 16 | 14 | 56 | 21 |
Total comprehensive (loss) income attributable to the General Partner / OP | $ (74,457) | $ 34,064 | $ (42,612) | $ 49,641 | |
[1] | Represents comprehensive loss (income) attributable to limited partners and consolidated joint venture partners. | ||||
[2] | Represents comprehensive 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 Loss [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series D Preferred Stock [Member] | Accumulated Deficit [Member]Preferred Stock [Member] | Non-Controlling Interests [Member] | Non-Controlling Interests [Member]Preferred Stock [Member] |
Beginning balance (shares) at Dec. 31, 2016 | 42,834,138 | 974,146,650 | |||||||||||||
Beginning balance at Dec. 31, 2016 | $ 8,619,533 | $ 8,447,361 | $ 428 | $ 9,741 | $ 12,640,171 | $ (2,556) | $ (4,200,423) | $ 172,172 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Repurchases of common stock under Share Repurchase Program (shares) | (68,759) | ||||||||||||||
Repurchases of common stock under Share Repurchase Programs | (518) | (518) | $ (1) | (517) | |||||||||||
Repurchases of common stock to settle tax obligation (shares) | (222,111) | ||||||||||||||
Repurchases of common stock to settle tax obligation | (1,906) | (1,906) | $ (2) | (1,904) | |||||||||||
Equity-based compensation, net (shares) | 394,422 | ||||||||||||||
Equity-based compensation, net | 7,563 | 7,563 | $ 4 | 7,559 | |||||||||||
Distributions declared on common stock | (267,866) | (267,866) | (267,866) | ||||||||||||
Distributions to non-controlling interest holders | (6,610) | (6,610) | |||||||||||||
Distributions | $ (391) | $ (35,946) | $ (391) | $ (35,874) | $ (391) | $ (35,874) | $ (72) | ||||||||
Net (loss) income | 48,976 | 47,846 | 47,846 | 1,130 | |||||||||||
Other comprehensive loss (income) | 644 | 628 | 628 | 16 | |||||||||||
Ending balance (shares) at Jun. 30, 2017 | 42,834,138 | 974,250,202 | |||||||||||||
Ending balance at Jun. 30, 2017 | 8,363,479 | 8,196,843 | $ 428 | $ 9,742 | 12,645,309 | (1,928) | (4,456,708) | 166,636 | |||||||
Beginning balance (shares) at Dec. 31, 2017 | 42,834,138 | 974,208,583 | |||||||||||||
Beginning balance at Dec. 31, 2017 | 8,042,876 | 7,884,278 | $ 428 | $ 9,742 | 12,654,258 | (3,569) | (4,776,581) | 158,598 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Conversion of OP Units to common stock (shares) | 32,439 | ||||||||||||||
Conversion of OP Units to common stock | 0 | 241 | $ 0 | 241 | (241) | ||||||||||
Repurchases of common stock under Share Repurchase Program (shares) | (7,206,876) | ||||||||||||||
Repurchases of common stock under Share Repurchase Programs | (50,154) | (50,154) | $ (72) | (50,082) | |||||||||||
Repurchases of common stock to settle tax obligation (shares) | (300,367) | ||||||||||||||
Repurchases of common stock to settle tax obligation | (2,148) | (2,148) | $ (3) | (2,145) | |||||||||||
Equity-based compensation, net (shares) | 760,016 | ||||||||||||||
Equity-based compensation, net | 6,880 | 6,880 | $ 7 | 6,873 | |||||||||||
Distributions declared on common stock | (266,888) | (266,888) | (266,888) | ||||||||||||
Distributions to non-controlling interest holders | (6,526) | (6,526) | |||||||||||||
Distributions | $ (22) | $ (35,946) | $ (22) | $ (35,874) | $ (22) | $ (35,874) | $ (72) | ||||||||
Net (loss) income | (41,930) | (40,875) | (40,875) | (1,055) | |||||||||||
Other comprehensive loss (income) | (738) | (721) | (721) | (17) | |||||||||||
Ending balance (shares) at Jun. 30, 2018 | 42,834,138 | 967,493,795 | |||||||||||||
Ending balance at Jun. 30, 2018 | $ 7,645,404 | $ 7,494,717 | $ 428 | $ 9,674 | $ 12,609,145 | $ (4,290) | $ (5,120,240) | $ 150,687 |
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]Non-Controlling Interests [Member] |
Beginning balance (shares) at Dec. 31, 2016 | 42,834,138 | 86,874 | 974,146,650 | 23,748,347 | |||||
Beginning balance at Dec. 31, 2016 | $ 8,619,533 | $ 8,617,130 | $ 853,821 | $ 3,171 | $ 7,593,540 | $ 166,598 | $ 2,403 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Repurchases of common stock under Share Repurchase Program (shares) | (68,759) | ||||||||
Repurchases of common stock under Share Repurchase Programs | $ (518) | (518) | (518) | $ (518) | |||||
Repurchases of Common OP Units to settle tax obligation (shares) | (222,111) | ||||||||
Repurchases of common OP Units to settle tax obligation | (1,906) | (1,906) | (1,906) | $ (1,906) | |||||
Equity-based compensation, net (shares) | 394,422 | ||||||||
Equity-based compensation, net | 7,563 | 7,563 | $ 7,563 | ||||||
Distributions to Common OP Units and non-controlling interest holders | (6,610) | (274,867) | (274,788) | (268,257) | (6,531) | (79) | |||
Distributions to Preferred OP Units | (35,946) | (35,946) | $ (35,874) | $ (72) | |||||
Net (loss) income | 48,976 | 48,976 | 48,997 | 47,846 | 1,151 | (21) | |||
Other comprehensive loss (income) | 644 | 644 | 644 | $ 628 | $ 16 | ||||
Ending balance (shares) at Jun. 30, 2017 | 42,834,138 | 86,874 | 974,250,202 | 23,748,347 | |||||
Ending balance at Jun. 30, 2017 | 8,363,479 | 8,361,176 | $ 817,947 | $ 3,099 | $ 7,378,896 | $ 161,234 | 2,303 | ||
Beginning balance (shares) at Dec. 31, 2017 | 42,834,138 | 86,874 | 974,208,583 | 23,748,347 | |||||
Beginning balance at Dec. 31, 2017 | 8,042,876 | 8,041,571 | $ 782,073 | $ 3,027 | $ 7,102,205 | $ 154,266 | 1,305 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units (shares) | 32,439 | (32,439) | |||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | $ 241 | $ (241) | |||||||
Repurchases of common stock under Share Repurchase Program (shares) | (7,206,876) | ||||||||
Repurchases of common stock under Share Repurchase Programs | (50,154) | (50,154) | (50,154) | $ (50,154) | |||||
Repurchases of Common OP Units to settle tax obligation (shares) | (300,000) | (300,367) | |||||||
Repurchases of common OP Units to settle tax obligation | (2,148) | (2,148) | (2,148) | $ (2,148) | |||||
Equity-based compensation, net (shares) | 760,016 | ||||||||
Equity-based compensation, net | 6,880 | 6,880 | $ 6,880 | ||||||
Distributions to Common OP Units and non-controlling interest holders | (6,526) | (273,436) | (273,436) | (266,910) | (6,526) | ||||
Distributions to Preferred OP Units | (35,946) | (35,946) | $ (35,874) | $ (72) | |||||
Net (loss) income | (41,930) | (41,930) | (41,874) | (40,875) | (999) | (56) | |||
Other comprehensive loss (income) | $ (738) | (738) | (738) | $ (721) | $ (17) | ||||
Ending balance (shares) at Jun. 30, 2018 | 42,834,138 | 86,874 | 967,493,795 | 23,715,908 | |||||
Ending balance at Jun. 30, 2018 | $ 7,645,404 | $ 7,644,155 | $ 746,199 | $ 2,955 | $ 6,748,518 | $ 146,483 | $ 1,249 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (41,930) | $ 48,976 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 342,316 | 380,416 |
Gain on real estate assets and joint venture, net | (23,857) | (55,120) |
Impairments | 17,700 | 24,494 |
Equity-based compensation | 6,880 | 7,559 |
Equity in income of unconsolidated entities | (691) | (431) |
Distributions from unconsolidated entities | 1,328 | 1,129 |
Gain on investments | (5,638) | (65) |
Gain on derivative instruments, net | (378) | (1,416) |
Gain on extinguishment and forgiveness of debt, net | (5,249) | (8,935) |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,041 | 1,085 |
Rent and tenant receivables and other assets, net | (23,561) | (26,116) |
Assets held for sale classified as discontinued operations | (2,492) | 0 |
Accounts payable and accrued expenses | 4,240 | 9,106 |
Deferred rent, derivative and other liabilities | 3,781 | 5,010 |
Due to affiliates | (66) | 73 |
Liabilities related to discontinued operations | (13,861) | 0 |
Net cash provided by operating activities | 259,563 | 385,765 |
Cash flows from investing activities: | ||
Investments in real estate assets | (179,198) | (154,371) |
Capital expenditures and leasing costs | (7,735) | (9,887) |
Real estate developments | (4,609) | (6,841) |
Principal repayments received on investment securities and mortgage notes receivable | 5,045 | 5,781 |
Return of investment from unconsolidated entities | 85 | 449 |
Proceeds from disposition of real estate and joint venture | 180,723 | 301,320 |
Proceeds from disposition of discontinued operations | 123,925 | 0 |
Payments related to disposition of discontinued operations | (1,010) | 0 |
Investment in leasehold improvements and other assets | (359) | (192) |
Deposits for real estate assets | (6,648) | (25,827) |
Proceeds from sale of investments and other assets | 1,351 | 0 |
Uses and refunds of deposits for real estate assets | 7,070 | 20,201 |
Proceeds from the settlement of property-related insurance claims | 747 | 44 |
Line of credit advances to Cole REITs | (2,200) | 0 |
Line of credit repayments from Cole REITs | 3,800 | 6,250 |
Net cash provided by investing activities | 120,987 | 136,927 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 128 | 3,091 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (32,373) | (187,090) |
Proceeds from credit facility | 675,000 | 0 |
Payments on credit facility | (665,000) | 0 |
Payments of deferred financing costs | (20,578) | (16) |
Repurchases of common stock under the Share Repurchase Program | (50,154) | (518) |
Repurchases of common stock to settle tax obligations | (2,148) | (1,698) |
Distributions paid | (303,949) | (304,438) |
Net cash used in financing activities | (399,074) | (490,669) |
Net change in cash and cash equivalents and restricted cash | (18,524) | 32,023 |
Cash and cash equivalents and restricted cash, beginning of period | 64,036 | 301,470 |
Less: cash and cash equivalents of discontinued operations | (2,198) | (2,973) |
Cash and cash equivalents and restricted cash from continuing operations, beginning of period | 61,838 | 298,497 |
Cash and cash equivalents at beginning of period | 34,176 | 253,479 |
Restricted cash at beginning of period | 27,662 | 45,018 |
Cash and cash equivalents, and restricted cash, end of period | 45,512 | 333,493 |
Less: cash and cash equivalents of discontinued operations | 0 | (2,538) |
Cash and cash equivalents at end of period | 18,434 | 289,960 |
Restricted cash at end of period | 27,078 | 40,995 |
Cash and cash equivalents and restricted cash from continuing operations, end of period | 45,512 | 330,955 |
VEREIT Operating Partnership, L.P. [Member] | ||
Cash flows from operating activities: | ||
Net (loss) income | (41,930) | 48,976 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 342,316 | 380,416 |
Gain on real estate assets and joint venture, net | (23,857) | (55,120) |
Impairments | 17,700 | 24,494 |
Equity-based compensation | 6,880 | 7,559 |
Equity in income of unconsolidated entities | (691) | (431) |
Distributions from unconsolidated entities | 1,328 | 1,129 |
Gain on investments | (5,638) | (65) |
Gain on derivative instruments, net | (378) | (1,416) |
Gain on extinguishment and forgiveness of debt, net | (5,249) | (8,935) |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,041 | 1,085 |
Rent and tenant receivables and other assets, net | (23,561) | (26,116) |
Assets held for sale classified as discontinued operations | (2,492) | 0 |
Accounts payable and accrued expenses | 4,240 | 9,106 |
Deferred rent, derivative and other liabilities | 3,781 | 5,010 |
Due to affiliates | (66) | 73 |
Liabilities related to discontinued operations | (13,861) | 0 |
Net cash provided by operating activities | 259,563 | 385,765 |
Cash flows from investing activities: | ||
Investments in real estate assets | (179,198) | (154,371) |
Capital expenditures and leasing costs | (7,735) | (9,887) |
Real estate developments | (4,609) | (6,841) |
Principal repayments received on investment securities and mortgage notes receivable | 5,045 | 5,781 |
Return of investment from unconsolidated entities | 85 | 449 |
Proceeds from disposition of real estate and joint venture | 180,723 | 301,320 |
Proceeds from disposition of discontinued operations | 123,925 | 0 |
Payments related to disposition of discontinued operations | (1,010) | 0 |
Investment in leasehold improvements and other assets | (359) | (192) |
Deposits for real estate assets | (6,648) | (25,827) |
Proceeds from sale of investments and other assets | 1,351 | 0 |
Uses and refunds of deposits for real estate assets | 7,070 | 20,201 |
Proceeds from the settlement of property-related insurance claims | 747 | 44 |
Line of credit advances to Cole REITs | (2,200) | 0 |
Line of credit repayments from Cole REITs | 3,800 | 6,250 |
Net cash provided by investing activities | 120,987 | 136,927 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 128 | 3,091 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (32,373) | (187,090) |
Proceeds from credit facility | 675,000 | 0 |
Payments on credit facility | (665,000) | 0 |
Payments of deferred financing costs | (20,578) | (16) |
Repurchases of common stock under the Share Repurchase Program | (50,154) | (518) |
Repurchases of common stock to settle tax obligations | (2,148) | (1,698) |
Distributions paid | (303,949) | (304,438) |
Net cash used in financing activities | (399,074) | (490,669) |
Net change in cash and cash equivalents and restricted cash | (18,524) | 32,023 |
Cash and cash equivalents and restricted cash, beginning of period | 64,036 | 301,470 |
Less: cash and cash equivalents of discontinued operations | (2,198) | (2,973) |
Cash and cash equivalents and restricted cash from continuing operations, beginning of period | 61,838 | 298,497 |
Cash and cash equivalents at beginning of period | 34,176 | 253,479 |
Restricted cash at beginning of period | 27,662 | 45,018 |
Cash and cash equivalents, and restricted cash, end of period | 45,512 | 333,493 |
Less: cash and cash equivalents of discontinued operations | 0 | (2,538) |
Cash and cash equivalents at end of period | 18,434 | 289,960 |
Restricted cash at end of period | 27,078 | 40,995 |
Cash and cash equivalents and restricted cash from continuing operations, end of period | $ 45,512 | $ 330,955 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2018 | |
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. 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. VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity. Substantially all of the Company’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 June 30, 2018 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. 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 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. As discussed in Note 4 — Discontinued Operations , on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial statements as discontinued operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 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, 2017 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 22, 2018. There have been no significant changes to the Company’s significant accounting policies during the six months ended June 30, 2018 , except any policies that are no longer applicable due to the Company’s sale of Cole Capital, as discussed in Note 4 — Discontinued Operations , and the Company adopted the Revenue ASUs, as defined in the “Revenue Recognition” and “Recent Accounting Pronouncements” sections herein. 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 consolidated 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 each of June 30, 2018 and December 31, 2017 , there were approximately 23.7 million Limited Partner OP Units outstanding. 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. Direct financing lease income of $0.4 million and $0.8 million has been reclassified to rental income during the three and six months ended June 30, 2017 , respectively, and investments in the Cole REITs, as defined in “Investment in Cole REITs” section herein, of $3.3 million has been reclassified as of December 31, 2017 to rent and tenant receivables and other assets, net from investment in unconsolidated entities to be consistent with the current year presentation. In connection with the adoption of Accounting Standards Update ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) and ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), during the fourth quarter of fiscal year 2017, as discussed in the Company’s Annual Report on Form 10-K filed on February 22, 2018, certain reclassifications have been made to prior period balances to conform to current presentation in the consolidated statement of cash flows. Under ASU 2016-15, the Company reclassified $0.4 million of distributions received from equity method investments from cash flows provided by operating activities to cash flows provided by investing activities in the consolidated statement of cash flows for the six months ended June 30, 2017 . The Company also reclassified $44,000 of proceeds from the settlement of property-related insurance claims from cash flows provided by operating activities to cash flows provided by investing activities for the six months ended June 30, 2017 . Under ASU 2016-18, transfers to or from restricted cash, which have previously been shown in the Company’s investing activities section of the consolidated statements of cash flows, are now required to be shown as part of the total change in cash, cash equivalents and restricted cash in the consolidated statements of cash flows. Accordingly, for the six months ended June 30, 2017 , the Company included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows and removed the change in restricted cash from cash flows used in investing activities. This change resulted in an increase in cash flows provided by investing activities of $4.0 million during the six months ended June 30, 2017 . Revenue Recognition In May 2014, the U.S. Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) (Topic 606), 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. Subsequent to the issuance of ASU 2014-09, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing (“ASU 2016-10”), ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), ASU 2016-12, Revenue from Contracts with Customers (Topic 606) Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) and ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”), which provided various technical corrections and practical expedients to the requirements of ASU 2014-09. ASU 2014-09 together with ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 are referred to as the “Revenue ASUs”. The Company adopted the Revenue ASUs during the first quarter of 2018 using the modified retrospective approach, which allows a cumulative effect adjustment to beginning retained earnings equal to initially applying the Revenue ASUs to all contracts with customers not completed as of the date of adoption. Adoption of the Revenue ASUs did not result in a cumulative effect adjustment to retained earnings as all contracts not completed as of adoption within the scope of Topic 606 have the same revenue recognition timing and measurement under Topic 605. Revenues generated through leasing arrangements are excluded from the Revenue ASUs as discussed below. Revenue Recognition - Real Estate Revenue recognized as rental income is not within the scope of Topic 606 and therefore was not impacted by its adoption. Upon adoption of ASU 2016-02, Leases (“ASU 2016-02”) on January 1, 2019, operating expense reimbursement revenue will be within the scope of Topic 606 and may be considered a non-lease component, as defined in ASU 2016-02. Refer to “Recent Accounting Pronouncements” section herein for further discussion regarding ASU 2016-02. Operating expense reimbursement revenue was not impacted by the adoption of Topic 606 for the three and six months ended June 30, 2018 . Revenue Recognition - Cole Capital As discussed in Note 4 — Discontinued Operations , on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial statements as discontinued operations. Cole Capital earned 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. Cole Capital recorded dealer manager fees, excluding those related to INAV, as defined in “Investment in Cole REITs” section herein, and securities sales commissions as revenue upon satisfying its performance obligation, which occurred at the point in time in which the sale was complete. Dealer manager fees from the sale of INAV shares and distribution and stockholder servicing fees were a form of variable consideration associated with the performance obligation of selling shares. Although the performance obligation of selling shares was completed upon sale, the variable consideration was constrained due to the uncertainty associated with estimating the transaction price. As the fees were accrued daily based upon the fund’s net asset value, revenue was recognized daily as the uncertainty was resolved. The Company recorded revenue related to acquisition and financing coordination fees upon satisfaction of the related performance obligations, which occurred upon completion of a transaction. Advisory, asset and property management fees were recorded over time as services were performed. Performance fees were a form of variable consideration relating to INAV earned at a point in time in which for any year the total return on stockholders’ capital exceeded 6% per annum on a calendar year basis. Although the performance obligation associated with the performance fee would have been satisfied over time, revenue recognition was constrained due to the uncertainty associated with estimating the transaction price. The Company was also reimbursed for certain costs incurred in providing these services, which were recorded as revenue as the expenses were incurred subject to revenue constraint due to the limitations on the amount that was reimbursable based on the terms of the respective dealer manager and advisory agreements. Refer to Note 15 – Related Party Transactions and Arrangements for a disaggregation of Cole Capital revenues. Revenue Recognition - Other The Company entered into a services agreement (the “Services Agreement”) with the Cole Purchaser, as defined in Note 4 — Discontinued Operations , pursuant to which the Company will continue to provide certain services to the Cole Purchaser and the Cole REITs, including operational real estate support, for a specified period of time (“Transition Services Revenues”). Under the terms of the Services Agreement, the Company will be entitled to receive reimbursement for certain of the services provided. The Company recorded Transition Services Revenues as costs associated with providing such services were incurred, which coincided with the timing in which the performance obligations of the contract had been met. During the three months ended June 30, 2018 , the Company incurred $4.9 million of costs as a result of providing such services and recognized revenues of $4.9 million . During the period from February 1, 2018 through June 30, 2018 , the Company incurred $8.1 million of such costs and recognized revenues of $8.1 million , which are recorded in other income, net in the consolidated statement of operations. The Company may also receive Net Revenue Payments, as defined in Note 4 — Discontinued Operations , over the next six years if future revenues of Cole Capital exceed a specified dollar threshold, up to an aggregate of $80.0 million in Net Revenue Payments. Net Revenue Payments represent variable consideration for which the performance obligation of closing on the Cole Capital sale has occurred but revenue recognition is constrained due to the large number and broad range of possible consideration amounts. Income will be recognized when any future Net Revenue Payments are realized. Goodwill In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. As of June 30, 2018 and December 31, 2017 , the carrying value of goodwill was $1.3 billion . The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company’s annual testing date is during the fourth quarter. During the six months ended June 30, 2018 and 2017 , management monitored the actual performance relative to the fair value assumptions used during the annual goodwill impairment testing. For the periods presented, management determined it remained more likely than not that the fair value was greater than its carrying value. Goodwill related to discontinued operations is discussed in Note 4 — Discontinued Operations . Litigation and Other Non-routine Costs, Net of Insurance Recoveries The Company 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, net of insurance recoveries include the following costs (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Litigation and other non-routine costs: Audit Committee Investigation and related matters (1) $ 17,232 $ 14,354 $ 38,960 $ 27,025 Legal fees and expenses (2) 123 57 135 261 Litigation settlements (3) 90,000 — 90,000 — Total costs incurred 107,355 14,411 129,095 27,286 Insurance recoveries (268 ) — (268 ) — Total $ 107,087 $ 14,411 $ 128,827 $ 27,286 ___________________________________ (1) Includes all fees and costs associated with various litigations and investigations prompted by the results of the 2014 investigation conducted by the audit committee (the “Audit Committee”) of the Company’s board of directors (the “Audit Committee Investigation”), including fees and costs incurred pursuant to the Company’s advancement obligations, litigation related thereto and in connection with related insurance recovery matters. (2) Includes legal fees and expenses associated with litigation resulting from prior mergers and related insurance recovery matters and excludes amounts presented in income from discontinued operations, net of income taxes in the consolidated statements of operations. (3) For the three and six months ended June 30, 2018 , includes a settlement payment of $90.0 million related to the Vanguard Action, as defined in Note 13 – Commitments and Contingencies . Investment in Cole REITs As of December 31, 2017, the Company owned equity investments in 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”), and Cole Credit Property Trust V, Inc. (“CCPT V” and collectively with CCPT IV, INAV, CCIT II and CCIT III, the “Cole REITs”). On February 1, 2018 , the Company sold certain of its equity investments to the Cole Purchaser, retaining interests in CCIT II, CCIT III and CCPT V. Subsequent to the sale of Cole Capital and the adoption of ASU 2016-01, the Company carried these investments at fair value, as the Company does not exert significant influence over CCIT II, CCIT III or CCPT V, and any changes in the fair value were recognized in other income, net in the accompanying consolidated statement of operations for the six months ended June 30, 2018 . Prior to the sale of Cole Capital, the Company accounted for these investments using the equity method of accounting, which required 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 recorded its proportionate share of net income or loss from the Cole REITs in equity in income and gain on disposition of unconsolidated entities in the consolidated statement of operations for the three and six months ended June 30, 2017 . The Company’s equity investments in the Cole REITs, consisting of $7.8 million and $3.3 million , are presented in rent and tenant receivables and other assets, net in the consolidated balance sheet as of June 30, 2018 and December 31, 2017 , respectively. Equity-based Compensation The Company has an equity-based incentive award plan, which provides for the grant of stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, deferred stock units and dividend equivalent rights and other stock-based awards to non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the vesting period. As of June 30, 2018 , the General Partner had cumulatively awarded under its Equity Plan approximately 4.0 million restricted shares, net of the forfeiture of 3.7 million restricted shares through that date, 5.8 million restricted stock units, net of the forfeiture/cancellation of 1.3 million restricted stock units through that date, 0.5 million deferred stock units, and 2.8 million stock options, net of forfeiture/cancellation of approximately 40,000 stock options through that date, collectively representing 13.1 million shares of Common Stock. During the three and six months ended June 30, 2018 , the Company recorded $0.2 million and $0.3 million , respectively, of expense related to restricted shares of common stock, $1.2 million and $2.6 million , respectively, of expense related to time-based restricted stock units, and $1.5 million and $2.7 million , respectively, of expense related to long-term incentive-based restricted stock units. During each of the three and six months ended June 30, 2018 , the Company recorded $1.0 million of expense related to deferred stock units and $0.2 million of expense related to stock options. As of June 30, 2018 , total unrecognized compensation expense related to these awards was approximately $19.5 million , with an aggregate weighted-average remaining term of 2.0 years . During the three and six months ended June 30, 2017 , the Company recorded $0.5 million and $0.9 million , respectively, of expense related to restricted shares of common stock, $1.4 million and $2.5 million , respectively, of expense related to time-based restricted stock units and $1.8 million and $3.2 million , respectively, of expense related to long-term incentive-based restricted stock units. During each of the three and six months ended June 30, 2017 , the Company recorded approximately $0.9 million of expense related to deferred stock units. During the three and six months ended June 30, 2017 , there were no expenses recorded relating to stock options. 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, 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, which are included in provision for income taxes in the accompanying consolidated statements of operations. Recent Accounting Pronouncements Refer to the section “Revenue Recognition” herein for ASU 2014-09 and related Revenue ASUs. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income (loss). An entity may choose to measure equity investments that do not have a readily determinable fair value at costs minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issue. ASU 2016-01 is effective for fiscal years, and interim periods within, beginning after December 15, 2017 and requires prospective treatment of equity securities without readily determinable fair values. The Company adopted ASU 2016-01 as of January 1, 2018 and recorded a $5.1 million gain, which is included in other income, net in the accompanying consolidated statements of operations, on measuring the Company’s investments in the Cole REITs at fair value after the investments were no longer accounted for using the equity method. 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. The lessor accounting model under ASU 2016-02 is similar to existing guidance, however it limits the capitalization of initial direct leasing costs, such as internally generated costs. ASU 2016-02 retains a distinction between a finance lease ( i.e., capital leases under existing guidance) and an operating lease. 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 and provides for certain practical expedients. The Company has developed an inventory of all leases and is identifying any non-lease components in the lease agreements and is evaluating the impact to the Company, both as lessor and lessee, and its consolidated financial statements. Upon the adoption of ASU 2016-02, the Company will record certain expenses paid directly by a tenant that protect the Company’s interests in its properties, such as real estate taxes, and the related operating expense reimbursement revenue, with no impact on net income, however the FASB has announced it will re-evaluate this requirement. The Company currently does not record such expenses and the related operating expense reimbursement revenue. Upon adoption of ASU 2016-02, operating expense reimbursement revenue will be within the scope of Topic 606 and may be considered a non-lease component, as defined in ASU 2016-02, subject to certain proposed practical expedients. The Company expects the accounting for leases pursuant to which the Company is the lessee to change and is currently evaluating the impact. Leases pursuant to which the Company is the lessee primarily consist of approximately 25 corporate leases and approximately 200 ground leases. 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 recognition 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 under current U.S. 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 February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”), which clarifies the following: 1) nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty; 2) an entity should allocate consideration to each distinct asset by applying the guidance in Topic 606 on allocating the transaction price to performance obligations; and 3) requires entities to derecognize a distinct nonfinancial asset or distinct in substance nonfinancial asset in a partial sale transaction when it (a) does not have (or ceases to have) a controlling financial interest in the legal entity that holds the asset in accordance with Subtopic 810 and (b) transfers control of the asset in accordance with Topic 606. The adoption of this standard will result in higher gains on the sale of partial real estate interests, including contributions of nonfinancial assets to a joint venture or other noncontrolling investee, due to recognizing the full gain when the derecognition criteria are met and recording the retained noncontrolling interest at its fair value. ASU 2017-05 is effective for annual periods, and interim periods therein, beginning after December 15, 2017. ASU 2017-05 was adopted during the first quarter of fiscal year 2018, in conjunction with the Revenue ASUs, using the modified retrospective approach. The Company also elected the practical expedient to only apply the guidance to contracts that were not completed upon adoption. At adoption, the Company did not have any contracts that were not completed within the scope of ASU 2017-05 and as such, the adoption of ASU 2017-05 did not impact the Company’s financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. This ASU is effective for fiscal years beginning after December 15, 2017 and interim periods therein. The standard is applied prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 during the first quarter of fiscal year 2018, which had no impact on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The targeted amendments in this ASU help simplify certain aspects of hedge accounting and result in a more accurate portrayal of the economics of an entity’s risk management activities in its financial statements. This ASU applies to the Company’s interest rate swaps designated as cash flow hedges. Upon adoption of this ASU, all changes in the fair value of highly effective cash flow hedges will be recorded in accumulated other comprehensive income rather than recognized directly in earnings. Under current U.S. GAAP, the ineffective portion of the change in fair value of cash flow hedges is recognized directly in earnings. This eliminates the requirement to separately measure and disclose ineffectiveness for qualifying cash flow hedges. ASU 2017-12 is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The ASU is required to be adopted using a modified retrospective approach with early adoption permitted. The Company adopted ASU 2017-12 during the first quarter of fiscal year 2018, which had no impact on the Company’s consolidated financial statements as the Company had no interest rate swaps designated as cash flow hedges as of the date of adoption. Refer to Note 10 – Derivatives and Hedging Activities for additional tabular disclosure of the effect of hedge accounting by income statement line items as required upon adoption of ASU 2017-12. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842. The amendments to Topic 842 help address transition guidance as it relates to land easements. The ASU provides an optional practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842. An entity |
Real Estate Investments and Rel
Real Estate Investments and Related Intangibles | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate Investments and Related Intangibles | Real Estate Investments and Related Intangibles Property Acquisitions During the six months ended June 30, 2018 , the Company acquired controlling financial interests in 19 commercial properties for an aggregate purchase price of $181.2 million (the “2018 Acquisitions”), which includes $2.1 million related to an outstanding tenant improvement allowance, for which the Company received a credit at close and $1.1 million of external acquisition-related expenses that were capitalized. During the six months ended June 30, 2017 , the Company acquired a controlling interest in 54 commercial properties and three land parcels for an aggregate purchase price of $204.4 million (the “2017 Acquisitions”), which includes $1.3 million of external acquisition-related expenses that were capitalized and includes 22 properties acquired in a nonmonetary exchange. The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Six Months Ended June 30, 2018 2017 Real estate investments, at cost: Land $ 37,732 $ 46,744 Buildings, fixtures and improvements 121,310 115,490 Total tangible assets 159,042 162,234 Acquired intangible assets: In-place leases and other intangibles (1) 19,564 35,495 Above-market leases (2) 2,750 7,720 Assumed intangible liabilities: Below-market leases (3) (116 ) (1,011 ) Total purchase price of assets acquired $ 181,240 $ 204,438 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 13.9 years and 14.9 years for 2018 Acquisitions and 2017 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 10.8 years and 19.9 years for 2018 Acquisitions and 2017 Acquisitions, respectively. (3) The weighted average amortization period for acquired intangible lease liabilities is 9.9 years and 17.2 years for 2018 Acquisitions and 2017 Acquisitions, respectively. 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 Future Minimum (1) July 1, 2018 - December 31, 2018 $ 547,756 $ 1,466 2019 1,091,898 2,508 2020 1,061,136 2,135 2021 1,023,029 2,011 2022 945,057 1,921 Thereafter 6,029,219 2,254 Total $ 10,698,095 $ 12,295 ____________________________________ (1) Related to 26 properties which 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. Property Dispositions and Real Estate Assets Held for Sale During the six months ended June 30, 2018 , the Company disposed of 77 properties, including one property conveyed to a lender in a deed-in-lieu of foreclosure transaction as discussed in Note 9 – Debt , for an aggregate gross sales price of $181.6 million , of which our share was $175.5 million after the profit participation payments related to the disposition of 11 Red Lobster properties. The dispositions resulted in proceeds of $175.1 million after closing costs. The Company recorded a gain of $24.2 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. During the six months ended June 30, 2018 , the Company also disposed of one property owned by an unconsolidated joint venture for a gross sales price of $34.1 million , of which our share was $17.1 million based on our ownership interest in the joint venture, resulting in proceeds of $5.6 million after debt repayments of $20.4 million and closing costs. The Company recorded a gain of $0.7 million related to the sale and liquidation of the joint venture , which is included in equity in income and gain on disposition of unconsolidated entities in the accompanying consolidated statements of operations. During the six months ended June 30, 2017 , the Company disposed of 87 properties, including four properties conveyed to a lender in a deed-in-lieu of foreclosure transaction and 15 properties disposed of in connection with a nonmonetary exchange, for an aggregate gross sales price of $439.2 million , of which our share was $425.6 million after the profit participation payment related to the disposition of 20 Red Lobsters. The dispositions resulted in proceeds of $301.3 million after a mortgage loan assumption of $66.0 million and closing costs. Additionally, the Company’s tax provision for the six months ended June 30, 2017 included $1.7 million of Canadian tax gain on the gain on sale of certain Canadian properties. The Company recorded a gain of $55.6 million , which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. As of June 30, 2018 , there were 11 properties classified as held for sale with a carrying value of $29.9 million , included in assets related to real estate assets held for sale and discontinued operations, net in the accompanying consolidated balance sheet, which are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. As of December 31, 2017 , there were 30 properties classified as held for sale. During the six months ended June 30, 2018 , the Company recorded a loss of $1.1 million related to held for sale properties. During the six months ended June 30, 2017 , the Company recorded a loss of $0.5 million related to held for sale properties. Intangible Lease Assets and Liabilities Intangible lease assets and liabilities of the Company consisted of the following as of June 30, 2018 and December 31, 2017 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life June 30, 2018 December 31, 2017 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $656,974 and $599,680, respectively 15.2 $ 1,032,490 $ 1,091,433 Leasing commissions, net of accumulated amortization of $3,662 and $2,902, respectively 11.0 14,075 13,876 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $97,005 and $88,335, respectively 16.2 219,808 241,449 Total intangible lease assets, net $ 1,266,373 $ 1,346,758 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $82,824 and $73,916, respectively 18.6 $ 187,352 $ 198,551 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 June 30, 2018 (amounts in thousands) : Remainder of 2018 2019 2020 2021 2022 In-place leases and other intangibles: Total projected to be included in amortization expense $ 67,835 $ 126,530 $ 119,230 $ 111,265 $ 97,063 Leasing commissions: Total projected to be included in amortization expense 793 1,599 1,577 1,522 1,465 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental income 11,630 21,522 21,108 20,679 19,865 Below-market lease liabilities: Total projected to be included in rental income 10,107 18,334 17,188 15,989 15,145 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. As part of the Company’s quarterly impairment review procedures, net real estate assets with carrying values totaling $39.8 million were deemed to be impaired and their carrying values were reduced to their estimated fair values of $22.1 million resulting in impairment charges of $17.7 million during the six months ended June 30, 2018 . The impairment charges relate to certain restaurant and retail properties that, during 2018, management identified for potential sale or determined, based on discussions with the current tenants, will not be re-leased. During the six months ended June 30, 2017 , net real estate assets with carrying values totaling $74.5 million were deemed to be impaired and their carrying values were reduced to their estimated fair values of $50.0 million , resulting in impairment charges of $24.5 million . Consolidated Joint Ventures The Company had an interest in one consolidated joint venture that owned one property as of June 30, 2018 and December 31, 2017 . As of June 30, 2018 and December 31, 2017 , the consolidated joint venture had total assets of $32.7 million and $33.7 million , of which $30.2 million and $30.7 million , respectively, were real estate investments, net of accumulated depreciation and amortization. As of June 30, 2018 and December 31, 2017 , the property was secured by a mortgage note payable of $14.9 million , which was non-recourse to the Company. The Company has the ability to control operating and financial policies of the consolidated joint venture. There are restrictions on the use of these assets as the Company would generally be required to obtain the approval of the partner in accordance with the joint venture agreement for any major transactions. The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. The partner’s share of the loss from the consolidated joint venture was $16,000 and $56,000 for the three and six months ended June 30, 2018 , respectively. As of June 30, 2017 , the Company had interests in two consolidated joint ventures. The partners’ share of the two consolidated joint ventures’ loss was $14,000 and $21,000 for the three and six months ended June 30, 2017 , respectively. Unconsolidated Joint Ventures As of June 30, 2018 , the Company held an investment in an unconsolidated joint venture that owned one property with a carrying value of $34.0 million . During the six months ended June 30, 2018 , the Company disposed of one property owned by an unconsolidated joint venture as previously discussed in the “Property Dispositions and Real Estate Assets Held for Sale” section herein. As of December 31, 2017 , the Company held investments in two unconsolidated joint ventures that each owned one property with an aggregate carrying value of $39.5 million . The Company had a 90% legal ownership interest in the unconsolidated joint venture at June 30, 2018 and December 31, 2017 and accounts for its investment using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financing policies of the investment. 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 venture. During the three and six months ended June 30, 2018 the Company recognized $0.3 million and $0.7 million of net income, respectively, from unconsolidated joint ventures. During the three and six months ended June 30, 2017 , the Company recognized $0.6 million and $0.9 million of net income, respectively, from two unconsolidated joint ventures. The Company’s legal ownership interest may, at times, not equal the Company’s economic interest 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. The carrying amount of the unconsolidated joint venture was greater than the underlying equity in net assets by $4.9 million and $5.0 million as of June 30, 2018 and December 31, 2017 , respectively. 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 mergers. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. The Company and the unconsolidated joint venture partner 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. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On February 1, 2018 , the Company completed the sale of its investment management segment, Cole Capital. Substantially all of the Cole Capital segment’s operations were conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. The OP sold all of the issued and outstanding shares of common stock of CCA and certain of CCA’s subsidiaries to CCA Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC, for approximately $120.0 million paid in cash at closing. The Company could also receive additional fees over the next six years if future revenues of Cole Capital exceed a specified dollar threshold (the “Net Revenue Payments”), up to an aggregate of $80.0 million in Net Revenue Payments. Substantially all of the Cole Capital segment financial results are reflected in the financial statements as discontinued operations. The following is a summary of the financial information for discontinued operations for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Revenues: 2018 2017 2018 2017 Offering-related fees and reimbursements $ — $ 4,523 $ 1,027 $ 8,839 Transaction service fees and reimbursements — 4,140 334 8,146 Management fees and reimbursements — 18,845 6,452 37,236 Total revenues $ — $ 27,508 $ 7,813 $ 54,221 Operating expenses: Cole Capital reallowed fees and commissions — 2,874 602 5,534 Transaction costs (1) — — (654 ) — General and administrative — 14,437 4,450 30,354 Amortization of intangible assets — 4,140 — 8,280 Total operating expenses — 21,451 4,398 44,168 Operating income — 6,057 3,415 10,053 Other income, net — 4 — 9 Gain (loss) on disposition (2) 224 — (1,785 ) — Income before taxes 224 6,061 1,630 10,062 Benefit from (provision for) income taxes — (1,425 ) 2,095 (2,571 ) Income from discontinued operations $ 224 $ 4,636 $ 3,725 $ 7,491 ____________________________________ (1) The negative balance for the six months ended June 30, 2018 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. (2) The positive balance for the three months ended June 30, 2018 is a result of estimated expenses used to calculate the loss on disposition in prior periods that exceeded actual expenses incurred. The Company recognized a loss on classification as held for sale of $20.0 million during the three months ended December 31, 2017 . Assets related to discontinued operations as of December 31, 2017 were $125.7 million . The following is a summary of cash flows related to discontinued operations for the six months ended June 30, 2018 and 2017 (in thousands): Six Months Ended June 30, 2018 2017 Cash flows related to discontinued operations: Cash flows (used in) from operating activities $ (10,438 ) $ 18,013 Cash flows from investing activities $ 122,915 $ — |
Investment Securities, at Fair
Investment Securities, at Fair Value | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 38,420 $ 598 $ (3,529 ) $ 35,489 December 31, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 43,006 $ 895 $ (2,927 ) $ 40,974 As of June 30, 2018 and December 31, 2017 , the Company owned six and eight commercial mortgage-backed securities (“CMBS”), respectively, with an estimated aggregate fair value of $35.5 million and $41.0 million , respectively. During the six months ended June 30, 2018 , two CMBS with a combined carrying value of $1.0 million at December 31, 2017 , were paid in full or reached maturity. The Company generally receives monthly payments of principal and interest on the CMBS. As of June 30, 2018 , the Company earned interest on the CMBS at rates ranging between 5.9% and 9.0% . As of June 30, 2018 , the fair value of five 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 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 June 30, 2018 , the Company had no other-than-temporary impairment losses. The scheduled maturity of the Company’s CMBS as of June 30, 2018 are as follows (in thousands): June 30, 2018 Amortized Cost Fair Value Due within one year $ — $ — Due after one year through five years 13,700 14,279 Due after five years through 10 years 24,720 21,210 Due after 10 years — — Total $ 38,420 $ 35,489 |
Mortgage Notes Receivable
Mortgage Notes Receivable | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Mortgage Notes Receivable | Mortgage Notes Receivable As of June 30, 2018 , the Company owned eight mortgage notes receivable with a weighted-average interest rate of 6.2% and weighted-average years to maturity of 12.2 years. The following table details the mortgage notes receivable as of June 30, 2018 (dollar amounts in thousands): Outstanding Balance Carrying Value Interest Rate Range Maturity Date Range $ 22,082 $ 19,855 5.9 % – 6.8% December 2026 – 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 June 30, 2018 (in thousands): Outstanding Balance Due within one year $ 960 Due after one year through five years 4,587 Due after five years through 10 years 7,125 Due after 10 years (1) 13,146 Total $ 25,818 ____________________________________ (1) Includes additional $3.7 million of interest that will be capitalized into the outstanding balance of the mortgage note receivable subsequent to June 30, 2018 . |
Rent and Tenant Receivables and
Rent and Tenant Receivables and Other Assets, Net | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Accounts receivable, net (1) $ 39,236 $ 36,921 Straight-line rent receivable, net (2) 250,795 230,529 Deferred costs, net (3) 21,474 5,746 Prepaid expenses 8,428 6,493 Leasehold improvements, property and equipment, net (4) 10,890 12,089 Restricted escrow deposits 4,573 4,995 Income tax receivable 2,139 3,213 Investment in Cole REITs 7,844 3,264 Other amounts due from Cole REITs (5) 63 — Other assets, net (6) 5,721 5,003 Total $ 351,163 $ 308,253 ___________________________________ (1) 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 bad debt expense in property operating expenses in the consolidated statements of operations. Allowance for uncollectible accounts was $5.5 million and $6.3 million as of June 30, 2018 and December 31, 2017 , respectively. The Company suspends revenue recognition when the collectability of amounts due pursuant to a lease is no longer reasonably assured. As of June 30, 2018 and December 31, 2017 , the allowance related to suspended revenue recognition was $9.0 million and $12.6 million , respectively. (2) Allowance for uncollectible accounts included in straight-line rent receivable, net was $1.1 million and $2.0 million as of June 30, 2018 and December 31, 2017 , respectively. (3) Amortization expense for deferred costs related to the revolving credit facilities totaled $2.1 million and $2.6 million for the three months ended June 30, 2018 and 2017 , respectively, and $4.7 million and $5.2 million for the six months ended June 30, 2018 and 2017 , respectively. Accumulated amortization for deferred costs related to the Revolving Credit Facility, as defined in Note 9 – Debt , was $45.0 million and $40.3 million as of June 30, 2018 and December 31, 2017 , respectively. (4) Amortization expense for leasehold improvements totaled $0.3 million for each of the three months ended June 30, 2018 and 2017 and $0.6 million for each of the six months ended June 30, 2018 and 2017 . Accumulated amortization was $5.3 million and $4.7 million as of June 30, 2018 and December 31, 2017 , respectively. Depreciation expense for property and equipment totaled $0.4 million for each of the three months ended June 30, 2018 and 2017 and $0.8 million for each of the six months ended June 30, 2018 and 2017 . (5) As of December 31, 2017 , the Cole REITs were considered affiliates of the Company and $6.0 million was included in due from affiliates, net in the accompanying consolidated balance sheets. (6) Net of $2.7 million and $1.8 million of interest receivable reserves as of June 30, 2018 and December 31, 2017 . |
Fair Value Measures
Fair Value Measures | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 . 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 as of June 30, 2018 and December 31, 2017 , 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 June 30, 2018 Assets: CMBS $ — $ — $ 35,489 $ 35,489 Derivative assets — 820 — 820 Investment in Cole REITs — — 7,844 7,844 Total assets $ — $ 820 $ 43,333 $ 44,153 Level 1 Level 2 Level 3 Balance as of December 31, 2017 Assets: CMBS $ — $ — $ 40,974 $ 40,974 Derivative assets — 627 — 627 Total assets $ — $ 627 $ 40,974 $ 41,601 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 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 10 – 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 June 30, 2018 , 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. Investment in Cole REITs – As discussed in Note 2 – Summary of Significant Accounting Policies , subsequent to the sale of Cole Capital and adoption of ASU 2016-01, the Company carried its investment in the Cole REITs at fair value, as the Company does not exert significant influence over CCIT II, CCIT III or CCPT V. The fair values of these investments have been estimated using the net asset value per share of CCIT II and CCPT V. The Company determined that the CCIT III per share primary offering price net of selling commissions and dealer manager fees approximated fair value. Each of the Cole REIT’s share redemption programs includes restrictions that limit the number of shares redeemed by the respective Cole REIT. Beginning in 2017, CCIT II and CCPT V limited the amount of shares redeemed and CCIT III has had no share redemptions. CCIT II has estimated that it will commence a liquidity event over the next three to five years. CCPT V has estimated that it will commence a liquidity event over the next three to six years following the termination of its initial public offering. CCIT III has estimated that it will commence a liquidity event five to seven years following the termination of its initial public offering. 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 six months ended June 30, 2018 and 2017 (in thousands): CMBS Investment in Cole REITs (1) Balance as of December 31, 2017 $ 40,974 $ 3,264 Total gains and losses Unrealized loss included in other comprehensive income, net (899 ) — Realized loss included in other income, net (34 ) — Unrealized gain included in other income, net — 5,102 Purchases, issuance, settlements Return of principal received (4,632 ) — Amortization included in net income, net 80 — Sale of investments — (522 ) Ending Balance, June 30, 2018 $ 35,489 $ 7,844 ____________________________________ (1) As discussed in Note 2 – Summary of Significant Accounting Policies , as of December 31, 2017 , the Company accounted for its investment in Cole REITs using the equity method of accounting. Subsequent to the sale of Cole Capital, the Company retained interests in CCIT II, CCIT III and CCPT V, which were carried at fair value as of June 30, 2018 . CMBS Balance as of December 31, 2016 $ 47,215 Total gains and losses Unrealized loss included in other comprehensive income, net (263 ) Purchases, issuance, settlements Return of principal received (3,771 ) Amortization included in net income, net (931 ) Ending Balance, June 30, 2017 $ 42,250 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 June 30, 2018 Fair Value at June 30, 2018 Carrying Amount at December 31, 2017 Fair Value at December 31, 2017 Assets: Mortgage notes receivable 3 $ 19,855 $ 22,688 $ 20,294 $ 28,272 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 2,042,936 $ 2,068,169 $ 2,095,690 $ 2,144,522 Corporate bonds, net 2 2,849,124 2,818,598 2,848,768 2,922,027 Convertible debt, net 2 994,860 1,004,892 992,218 1,012,349 Credit facility 2 195,000 195,000 185,000 185,000 Total liabilities $ 6,081,920 $ 6,086,659 $ 6,121,676 $ 6,263,898 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. 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 Investments As discussed in Note 3 – Real Estate Investments and Related Intangibles , during the six months ended June 30, 2018 , net real estate assets representing 31 properties were deemed to be impaired and their carrying values totaling $39.8 million were reduced to their estimated fair value of $22.1 million , resulting in impairment charges of $17.7 million . During the six months ended June 30, 2017 , net real estate assets related to 38 properties with carrying values totaling $74.5 million were deemed to be impaired and their carrying values were reduced to their estimated fair values of $50.0 million resulting in impairment charges of $24.5 million . 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 the Company’s impairment tests for the real estate assets during the six months ended June 30, 2018 , the Company used a range of discount rates from 7.4% to 7.5% with a weighted-average rate of 7.4% and capitalization rates from 6.9% to 7.7% with a weighted-average rate of 7.5% . The following table presents the impairment charges by asset class recorded during the six months ended June 30, 2018 and 2017 (dollar amounts in thousands): Six Months Ended June 30, 2018 2017 Properties impaired 31 38 Asset classes impaired: Investment in real estate assets, net $ 17,718 $ 23,964 Investment in direct financing leases, net — 553 Below-market lease liabilities, net (18 ) (23 ) Total impairment loss $ 17,700 $ 24,494 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of June 30, 2018 , the Company had $6.0 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 4.0 years and a weighted-average interest rate of 4.2% . The following table summarizes the carrying value of debt as of June 30, 2018 and December 31, 2017 , and the debt activity for the six months ended June 30, 2018 (in thousands): Six Months Ended June 30, 2018 Balance as of December 31, 2017 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of June 30, 2018 Mortgage notes payable: Outstanding balance $ 2,071,038 $ 128 $ (48,573 ) $ — $ 2,022,593 Net premiums (1) 24,652 — (47 ) (4,262 ) 20,343 Deferred costs (12,998 ) — — 1,233 (11,765 ) Mortgages and other debt, net 2,082,692 128 (48,620 ) (3,029 ) 2,031,171 Corporate bonds: Outstanding balance 2,850,000 — — — 2,850,000 Discount (2) (1,232 ) — — 356 (876 ) Deferred costs (27,274 ) — — 2,326 (24,948 ) Corporate bonds, net 2,821,494 — — 2,682 2,824,176 Convertible debt: Outstanding balance 1,000,000 — — — 1,000,000 Discount (2) (7,782 ) — — 2,642 (5,140 ) Deferred costs (7,960 ) — — 3,001 (4,959 ) Convertible debt, net 984,258 — — 5,643 989,901 Credit facility 185,000 675,000 (665,000 ) — 195,000 Total debt $ 6,073,444 $ 675,128 $ (713,620 ) $ 5,296 $ 6,040,248 ____________________________________ (1) Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes 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 mortgage notes using the effective-interest method. (2) Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of June 30, 2018 (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 (3) Fixed-rate debt (4) 469 $ 4,025,324 $ 2,007,698 4.89 % 3.8 Variable-rate debt 1 32,984 14,895 5.33 % (5) 0.1 Total 470 $ 4,058,308 $ 2,022,593 4.89 % 3.8 ____________________________________ (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 is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Includes $51.0 million of variable-rate debt fixed by way of interest rate swap arrangements. (5) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of June 30, 2018 . 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 debt service coverage ratios and minimum net operating income). 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 June 30, 2018 , the Company believes it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends. On April 12, 2018 , the Company entered into a deed-in-lieu of foreclosure agreement with the lender of the mortgage loan, secured by one property, with an outstanding balance of $16.2 million at the time of default and conveyed all interest in the property to satisfy the mortgage loan. As a result of the deed-in-lieu of foreclosure transaction, the Company recognized a gain on forgiveness of debt of $5.2 million , which is included in 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 June 30, 2018 (in thousands): Total July 1, 2018 - December 31, 2018 $ 50,005 2019 222,789 2020 265,186 2021 352,770 2022 314,839 Thereafter 817,004 Total $ 2,022,593 Corporate Bonds As of June 30, 2018 , the OP had $2.85 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance June 30, 2018 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 2027 Senior Notes 600,000 3.950 % August 15, 2027 Total balance and weighted-average interest rate $ 2,850,000 4.033 % 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. If the redemption date is 30 or fewer days prior to the maturity date with respect to the 2019 Senior Notes and the 2021 Senior Notes or is 90 or fewer days prior to the maturity date with respect to the 2024 Senior Notes, the 2026 Senior Notes and the 2027 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 indenture governing our Senior Notes requires us to maintain financial ratios which include maintaining (i) a maximum limitation on incurrence of total debt less than or equal to 65% of Total Assets (as defined in the indenture), (ii) maximum limitation on incurrence of secured debt less than or equal to 40% of Total Assets (as defined in the indenture), (iii) a minimum debt service coverage ratio of at least 1.5 x and (iv) a minimum unencumbered asset value of at least 150% of the aggregate principal amount of all of the outstanding Unsecured Debt (as defined in the indenture). The Company believes it was in compliance with the financial covenants pursuant to the indenture governing the Senior Notes as of June 30, 2018 . Convertible Debt The following table presents the Company’s $597.5 million aggregate principal amount of convertible senior notes due August 1, 2018 (the “2018 Convertible Notes”) and $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”) with their respective terms (dollar amounts in thousands). The OP has issued corresponding identical convertible notes to the General Partner. 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 $5.1 million as of June 30, 2018 . The discount will be amortized over the remaining weighted average term of 1.0 years. (2) Conversion rate represents the amount of the General Partner OP Units per $1,000 principal amount of Convertible Notes that would be converted as of June 30, 2018 , as adjusted in accordance with the applicable indentures as a result of cash dividend payments. 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 financial covenants pursuant to the indenture governing the Convertible Notes as of June 30, 2018 . Credit Facility On May 23, 2018, the General Partner, as guarantor, and the OP, as borrower, entered into a credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent and other lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for a $2.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $900.0 million unsecured delayed-draw term loan facility (the “Delayed-Draw Term Loan”, together with the Revolving Credit Facility, the “Credit Facility”). In connection with entering into the Credit Agreement, the OP repaid all of the outstanding obligations under the amended and restated credit agreement dated as of June 30, 2014 (as amended, the “2014 Credit Agreement”) and the 2014 Credit Agreement was terminated. The 2014 Credit Agreement provided for a $2.3 billion revolving credit facility and was scheduled to terminate on June 30, 2018 . As of June 30, 2018 , the outstanding balance under the Revolving Credit Facility was $195.0 million . The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility is $50.0 million . As of June 30, 2018 , no amounts had been drawn on the Delayed-Draw Term Loan. The Revolving Credit Facility generally bears interest at an annual rate of London Inter-Bank Offer Rate (“LIBOR”) plus 0.775% to 1.55% or Base Rate plus 0.00% to 0.55% (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 plus 1.0% , determined on a daily basis. The Delayed-Draw Term Loan generally bears interest at an annual rate of LIBOR plus 0.85% to 1.75% , or Base Rate plus 0.00% to 0.75% (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. 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 terminate, and payment of any unpaid amounts in respect of the Credit Facility will be accelerated. The Revolving Credit Facility terminates on May 23, 2022 , unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for two six -month extension options with respect to the Revolving Credit Facility, exercisable at the OP’s election and subject to certain customary conditions, as well as certain customary “amend and extend” provisions. Any term loans outstanding under the Delayed-Draw Term Loan mature on May 23, 2023 . 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 facility fee equal to 0.10% to 0.30% 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 a ticking fee equal to 0.25% multiplied by unused commitments in respect of the Delayed-Draw Term Loan. The OP also 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). 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% and (v) a minimum unencumbered interest coverage ratio of at least 1.75 x. The Company believes it was in compliance with the financial covenants pursuant to the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of June 30, 2018 . In connection with entering into the Credit Agreement, the Company capitalized an aggregate $20.7 million in lender fees and third-party costs in respect of the Revolving Credit Facility and the Delayed-Draw Term Loan, which will be amortized over the respective terms. Deferred financing costs, net of accumulated amortization, are included in rent and other tenant receivables and other assets, net in the accompanying consolidated balance sheets. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 6 Months Ended |
Jun. 30, 2018 | |
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. As of June 30, 2018 and December 31, 2017 , the Company had no interest rate derivatives that were designated as cash flow hedges of interest rate risk. During the three and six months ended June 30, 2018 , one loan associated with one derivative instrument not designated as a hedge with a notional value of $27.4 million and $27.6 million at the respective settlement date, was repaid in full. As of June 30, 2018 and December 31, 2017 , the Company had the following outstanding interest rate derivatives that were not designated as qualifying hedging relationships (dollar amounts in thousands): Interest Rate Swap June 30, 2018 December 31, 2017 Number of Instruments 1 2 Notional Amount $ 51,015 $ 78,949 The table below presents the fair value of the Company’s derivative financial instruments not designated as a hedge as well as their classification in the consolidated balance sheets as of June 30, 2018 and December 31, 2017 (in thousands): Derivatives Not Designated as Hedging Instruments Balance Sheet Location June 30, 2018 December 31, 2017 Interest rate swaps Rent and tenant receivables and other assets, net $ 820 $ 627 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 $0.1 million and $0.4 million for the three and six months ended June 30, 2018 , respectively, related to the change in the fair value of derivatives not designated as hedging instruments was recorded in gain on derivative instruments, net in the accompanying consolidated statements of operations. The Company recorded a loss of $0.1 million and $4,700 for the three and six months ended June 30, 2017 . During the three and six months ended June 30, 2017 , the Company had interest rate derivatives that were designated as cash flow hedges of interest rate risk and recorded a gain of $0.7 million and $1.4 million , respectively, in earnings related to the ineffective portion of the change in fair value of these derivatives, which is included in gain on derivative instruments, net in the accompanying consolidated statement of operations. 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 June 30, 2018 and December 31, 2017 (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 June 30, 2018 $ 820 $ — $ — $ 820 $ — $ — $ — $ 820 December 31, 2017 $ 627 $ — $ — $ 627 $ — $ — $ — $ 627 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. Effect of hedge accounting on the Condensed Consolidated Statements of Income As discussed in Note 2 – Summary of Significant Accounting Policies , ASU 2017-12, all changes in the fair value of highly effective cash flow hedges will be recorded in accumulated other comprehensive income rather than separately recognizing any ineffective portion directly in earnings. The following table summarizes the gains from hedging activities recognized in the accompanying consolidated statements of operations for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Reclassification of previous unrealized loss on interest rate derivatives into net income $ 56 $ 240 $ 161 $ 710 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ 70,320 $ 73,621 $ 140,745 $ 147,364 Amount of gain recognized in income on cash flow hedges $ 105 $ 592 $ 378 $ 1,416 |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental Cash Flow Disclosures Supplemental cash flow information was as follows for the six months ended June 30, 2018 and 2017 (in thousands): Six Months Ended June 30, 2018 2017 Supplemental Disclosures: Cash paid for interest $ 59,136 $ 137,477 Cash paid for income taxes $ 4,919 $ 8,365 Non-cash investing and financing activities: Accrued capital expenditures, tenant improvements and real estate developments $ 4,490 $ 2,582 Accrued deferred financing costs $ 98 $ — Accrued repurchases of common stock to settle tax obligation $ — $ 208 Distributions declared and unpaid $ 142,494 $ 143,420 Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure $ 16,200 $ 38,315 Mortgage notes payable assumed in real estate disposition $ — $ 66,000 Nonmonetary Exchanges: Real estate investments received $ — $ 50,212 Real estate investments relinquished and gain on disposition $ — $ (47,474 ) Rent and tenant receivables, intangible lease liability and other assets, net $ — $ (2,519 ) Real estate investments received from a ground lease expiration $ — $ 259 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Accrued interest $ 46,055 $ 47,116 Accrued real estate taxes 28,756 26,131 Accrued legal fees 33,602 30,854 Accounts payable 2,661 2,570 Accrued other 30,672 29,803 Total $ 141,746 $ 136,474 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
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 Company has 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 pleaded guilty to the charges filed. Also on September 8, 2016, 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 June 30, 2017, following a jury trial, the former Chief Financial Officer was convicted of the charges filed. Both the former Chief Accounting Officer and the former Chief Financial Officer have entered into settlement agreements with the SEC resolving the charges brought against them. The United States Attorney’s Office has indicated that it does not intend to bring criminal charges against the Company arising from its investigation. In March 2018, investigative staff of the SEC’s enforcement division inquired whether the Company wishes to discuss a resolution of potential civil charges the SEC may bring with respect to certain matters investigated by the staff stemming from the announcement made on October 29, 2014. The Company has been cooperating with the SEC staff’s investigation since its inception and is engaged in such discussions with the staff. The timing and substance of the ultimate resolution of these discussions is unknown. As discussed below, the Company and certain of its former officers and 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 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. The Company and the OP answered 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 were not required to file new answers. Discovery is ongoing. Plaintiffs in the SDNY Consolidated Securities Class Action filed a motion for class certification and a hearing on the motion was held on August 24, 2017. On August 31, 2017, the court issued an order granting plaintiffs’ motion for class certification. Defendants’ petitions seeking leave to appeal the court’s order granting class certification were denied on January 24, 2018. During a status conference with the court on June 11, 2018, the court ordered that all fact depositions should be completed by the end of 2018 and set a trial date for September 9, 2019. The next status conference with the court is scheduled for November 29, 2018. The Company, certain of its former officers and 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; 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; Atlas Master Fund et al. v. American Realty Capital Properties, Inc. et al., No. 16-cv-05475; Eton Park Fund, L.P. v. American Realty Capital Properties, Inc., et al., No. 16-cv-09393; Reliance Standard Life Insurance Company, et al, v. American Realty Capital Properties, Inc. et al, No. 17-cv-02796; and Fir Tree Capital Opportunity Master Fund, L.P. et al. v. American Realty Capital Properties, Inc. et al., No. 17-cv-04975 (the “Fir Tree 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. Discovery in the Opt-Out Actions is being coordinated with discovery in the SDNY Consolidated Securities Class Action. On March 28, 2018, plaintiffs in the Opt-Out Actions filed a motion for partial summary judgment against the Company as to certain elements of certain of the alleged claims. On July 12, 2018, the court denied the plaintiffs’ motion with leave to refile after discovery is completed. On July 27, 2018, an individual securities fraud action was filed in the United States District Court for the Southern District of New York captioned Cohen & Steers Institutional Realty Shares, Inc. et al v. American Realty Capital Properties, Inc. et al., No. 18-cv-06770, asserting claims similar to those in the Opt-Out Actions. The Company has not yet responded to the complaint. 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”, and such plaintiffs, “Plaintiffs”). The Vanguard Action asserted claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. On June 7, 2018, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) to settle the Vanguard Action. Pursuant to the terms of the Settlement Agreement, the Plaintiffs filed a motion to dismiss all claims against the Company and the other defendants with prejudice and the Company paid Plaintiffs the sum of $90 million in connection with the settlement of the claims, which is recorded in “Litigation and other non-routine costs, net of insurance recoveries” in the accompanying consolidated statement of operations for the three and six months ended June 30, 2018. The Settlement Agreement contains mutual releases by both Plaintiffs and the Company, although the Company retains the right to pursue any and all claims against the other defendants in the Action and/or third parties, including claims for contribution for amounts paid in the settlement. The Settlement Agreement does not contain any admission of liability, wrongdoing or responsibility by any of the parties. On June 19, 2018, the court entered an order dismissing all of Vanguard’s claims with prejudice. Vanguard’s holdings accounted for approximately 13 percent of the Company’s outstanding shares of common stock held at the end of the period covered by the various pending shareholder actions. In light of the fact that the Vanguard lawsuit was proceeding in a different federal district court than the other related pending cases, the Company believes that if the Vanguard lawsuit continued, it could have found itself facing successive trials on similar factual and legal issues that could have subjected the Company to increased legal risk. The Company was also named as a nominal defendant, and certain of its former officers and 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. 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. Discovery in the Witchko Action is being coordinated with discovery 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, 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. By order dated November 4, 2016, the Frampton Action was stayed pending resolution of the SDNY Derivative Action. 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, 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 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 the United States District Court for the District of Maryland, captioned Meloche v. Schorsch, et al., 16-cv-03366 (the “Meloche Action”). An amended complaint was filed on January 17, 2017. The Meloche Action seeks money damages and other relief on behalf of the Company for alleged breaches of fiduciary duty and negligence. By order dated May 16, 2017, the Meloche Action was stayed until resolution of the SDNY Derivative Action. There can be no assurance as to whether or how the Vanguard settlement may affect any potential future resolution of any other pending lawsuit, the timing of any such resolution, or the amount at which any other matter may be resolved. The Company has not reserved amounts for the SEC investigation, the on-going class action and the remaining opt out litigations discussed above either because it has not concluded that a loss is probable in the particular matter or because it believes that a loss is probable but 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, but not limited to, the complexity of the facts, the legal theories and the nature of the claims, the information to be produced in discovery, as well as the methodology for determining damages for each of the different types of claims. The ultimate resolution of these litigation matters, the timing and substance of which is unknown, may materially impact the Company’s business, financial condition, liquidity and results of operations. 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. 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 Credit Property Trust III, Inc. and Cole Holdings Corporation) and that Cole Credit Property Trust III, Inc. 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 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 July 1, 2018 - December 31, 2018 $ 7,083 $ 2,254 2019 14,219 4,446 2020 13,997 4,451 2021 13,715 4,387 2022 13,929 4,419 Thereafter 212,479 3,996 Total $ 275,422 $ 23,953 Purchase Commitments The Company enters into purchase and sale agreements and deposits funds into escrow towards the purchase of real estate assets. As of June 30, 2018 , the Company was a party to 13 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 $244.5 million , exclusive of closing costs. As of June 30, 2018 , the Company had $4.6 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. In accordance with the Services Agreement, the Company 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 | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 , the General Partner had approximately 967.5 million shares of Common Stock issued and outstanding. Additionally, the Operating Partnership had approximately 967.5 million General Partner OP Units issued and outstanding as of June 30, 2018 , corresponding to the General Partner’s outstanding shares of Common Stock. 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. As of June 30, 2018 , no shares of Common Stock have been issued pursuant to the Program. Preferred Stock and Preferred OP Units Series F Preferred Stock As of June 30, 2018 , 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 January 3, 2019, 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 each of June 30, 2018 and December 31, 2017 , the Operating Partnership had approximately 23.7 million Limited Partner OP Units outstanding. As of June 30, 2018 , 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 shares of Common Stock. 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 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 second quarter of 2018 on May 3, 2018 to stockholders of record as of June 29, 2018 , which was paid on July 16, 2018 . An equivalent distribution by the Operating Partnership is applicable per OP unit. Share Repurchase Program On May 12, 2017, the Company’s board of directors authorized the repurchase of up to $200.0 million of the Company’s outstanding Common Stock over the subsequent 12 months, as market conditions warranted (the “2017 Share Repurchase Program”). On May 3, 2018, the Company’s board of directors terminated the 2017 Share Repurchase Program and authorized a new program (the “2018 Share Repurchase Program”), collectively with the 2017 Share Repurchase Program (the “Share Repurchase Programs”) that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 3, 2019, as market conditions warrant. Repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements. The Share Repurchase Programs do not obligate the Company to make any repurchases at a specific time or in a specific situation. Repurchases are subject to prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. During the period from January 1, 2018 through May 2, 2018, the Company repurchased approximately 6.4 million shares of Common Stock in multiple open market transactions, at a weighted average share price of $6.94 for an aggregate purchase price of $44.6 million as part of the 2017 Share Repurchase Program, which are currently deemed to be authorized but unissued shares of Common Stock. During the period from May 12, 2017 through December 31, 2017, the Company repurchased approximately 69,000 shares of Common Stock in multiple open market transactions, at a weighted average share price of $7.50 for an aggregate purchase price of $0.5 million , for an aggregate of $45.1 million of shares repurchased as part of the 2017 Share Repurchase Program. From May 3, 2018 through June 30, 2018 , the Company repurchased approximately 0.8 million shares of Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price of $5.6 million as part of the 2018 Share Repurchase Program, which are currently deemed to be authorized but unissued shares of Common Stock. As of June 30, 2018 , the Company had $194.4 million available for share repurchases under the 2018 Share Repurchase Program. Additional shares of Common Stock repurchased by the Company under the 2018 Share Repurchase Program, if any, will be returned to the status of authorized but unissued shares of Common Stock. Common Stock Repurchases to Settle Tax Obligations Under the General Partner’s Equity Plan, certain participants 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 six months ended June 30, 2018 , the General Partner repurchased approximately 0.3 million shares to satisfy the federal and state tax withholding obligations on behalf of employees that made this election. |
Related Party Transactions and
Related Party Transactions and Arrangements | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements Cole Capital Through February 1, 2018, the Company was 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 was responsible for raising capital for certain Cole REITs, advised them regarding offerings, managed relationships with participating broker-dealers and financial advisors, and provided assistance in connection with compliance matters relating to the offerings. The Company received compensation and reimbursement for services relating to the Cole REITs’ offerings and the investment, management and disposition of their respective assets, as applicable. As discussed in Note 4 — Discontinued Operations , on February 1, 2018 , the Company completed the sale of Cole Capital. The assets and liabilities transferred pursuant to the Cole Capital Purchase and Sale Agreement and related financial results are reflected in the consolidated balance sheets and consolidated statements of operations as discontinued operations for all periods presented. As a result of the sale of Cole Capital, the Cole REITs are no longer affiliated with the Company. The table below reflects the revenue earned from the Cole REITs (including closed programs, as applicable) for the period from January 1, 2018 through February 1, 2018 and the three and six months ended June 30, 2017 and revenue earned from unconsolidated joint ventures for the three and six months ended June 30, 2018 and 2017 (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 (1) 2017 Offering-related fees and reimbursements Selling commissions (2) $ — $ 2,343 $ 407 $ 4,520 Dealer manager and distribution fees (3) — 1,235 431 2,488 Reimbursement revenue — 945 189 1,831 Offering-related fees and reimbursements — 4,523 1,027 8,839 Transaction service fees and reimbursements Acquisition fees — 3,373 119 6,645 Reimbursement revenues — 767 215 1,501 Transaction service fees and reimbursements — 4,140 334 8,146 Management fees and reimbursements Asset and property management fees and leasing fees (4) 34 52 86 105 Advisory and performance fee revenue — 14,162 5,023 27,786 Reimbursement revenues — 4,683 1,429 9,450 Management fees and reimbursements 34 18,897 6,538 37,341 Interest income on Affiliate Lines of Credit — 73 28 197 Total related party revenues $ 34 $ 27,633 $ 7,927 $ 54,523 ___________________________________ (1) Represents the revenue earned during the period from January 1, 2018 through January 31, 2018. (2) The Company reallowed 100% of selling commissions to participating broker-dealers from January 1, 2018 through January 31, 2018 and during the three and six months ended June 30, 2017 . (3) During the six months ended June 30, 2018 , the Company reallowed $0.2 million 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 six months ended June 30, 2017 , the Company reallowed $0.5 million and $1.0 million , respectively, of such fees. (4) Represents asset and property management fees and leasing fees related to properties owned through the Company’s unconsolidated joint ventures. Investment in the Cole REITs On February 1, 2018 , the Company sold certain of its equity investments, recognizing a gain of $0.6 million , which is included in other income, net in the accompanying consolidated statement of operations for the six months ended June 30, 2018 , to the Cole Purchaser, retaining interests in CCIT II, CCIT III and CCPT V. As of June 30, 2018 and December 31, 2017 , the Company owned aggregate equity investments of $7.8 million and $3.3 million , respectively, in the Cole REITs. As discussed in Note 2 – Summary of Significant Accounting Policies , subsequent to the sale of Cole Capital and the adoption of ASU 2016-01, the Company carries these investments at fair value, as the Company does not exert significant influence over CCIT II, CCIT III or CCPT V, in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheet as of June 30, 2018 and any changes in the fair value are recognized in other income, net in the accompanying consolidated statement of operations for the three and six months ended June 30, 2018 . During the six months ended June 30, 2018 , the Company recognized a gain of $5.1 million related to the change in fair value from the carrying value at December 31, 2017 , which is included in other income, net in the accompanying consolidated statement of operations. Prior to the sale of Cole Capital, the Company accounted 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 recorded its proportionate share of net income or loss from the Cole REITs in equity in income and gain on disposition of unconsolidated entities in the consolidated statement of operations for the three and six months ended June 30, 2017 . During the three and six months ended June 30, 2017 , the Company recognized a net loss of $0.1 million and $0.5 million from the Cole REITs, respectively. Due to Cole REITs As of June 30, 2018 , approximately $11,000 was due to the Cole REITs, which is included in accounts payable and accrued expenses in the accompanying consolidated balance sheet. As of December 31, 2017 , due to affiliates was $0.1 million , related to amounts due to the Cole REITs, which is included in due to affiliates, net in the accompanying consolidated balance sheet. Due from Cole REITs As of June 30, 2018 , approximately $63,000 was expected to be collected from the Cole REITs, excluding any outstanding balances from a line of credit with one of the Cole REITs, discussed below. As of December 31, 2017 , $4.4 million was expected to be collected from affiliates, excluding any outstanding balances from a line of credit with one of the Cole REITs, 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 was originally scheduled to mature on September 22, 2017. On March 28, 2017, CCI III OP entered into a modification agreement in order to extend the maturity date of the Subordinate Promissory Note from September 22, 2017 to September 30, 2018. As of June 30, 2018 , the Subordinate Promissory Note had an interest rate of 5.9% and no amounts were outstanding. As of December 31, 2017 , $1.6 million was outstanding, which is included in due from affiliates, net in the accompanying consolidated balance sheet. |
Net Income (Loss) Per Share_Uni
Net Income (Loss) Per Share/Unit | 6 Months Ended |
Jun. 30, 2018 | |
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 income (loss) per share computation for the General Partner for the three and six months ended June 30, 2018 and 2017 (dollar amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Loss) income from continuing operations $ (74,691 ) $ 29,550 $ (45,655 ) $ 41,485 Noncontrolling interests’ share in continuing operations 1,802 (671 ) 1,144 (954 ) Net (loss) income from continuing operations attributable to the General Partner (72,889 ) 28,879 (44,511 ) 40,531 Dividends to preferred shares and units (17,973 ) (17,973 ) (35,946 ) (35,946 ) Net (loss) income from continuing operations available to the General Partner (90,862 ) 10,906 (80,457 ) 4,585 Earnings allocated to participating securities (11 ) (212 ) (22 ) (391 ) Income from discontinued operations, net of income taxes 224 4,636 3,725 7,491 Income from discontinued operations attributable to limited partners (5 ) (107 ) (89 ) (176 ) Net (loss) income available to common stockholders used in basic net (loss) income per share (90,654 ) 15,223 (76,843 ) 11,509 Income attributable to limited partners — 792 — 1,151 Net (loss) income available to common stockholders used in diluted net (loss) income per share $ (90,654 ) $ 16,015 $ (76,843 ) $ 12,660 Weighted average number of common stock outstanding - basic 968,192,162 974,160,295 970,398,002 974,005,811 Effect of Limited Partner OP Units and dilutive securities — 23,933,215 — 24,019,403 Weighted average number of common shares - diluted 968,192,162 998,093,510 970,398,002 998,025,214 Basic and diluted net (loss) income per share from continuing operations attributable to common stockholders $ (0.09 ) $ 0.01 $ (0.08 ) $ 0.01 Basic and diluted net income per share from discontinued operations attributable to common stockholders $ 0.00 $ 0.01 $ 0.00 $ 0.01 Basic and diluted net (loss) income per share attributable to common stockholders $ (0.09 ) $ 0.02 $ (0.08 ) $ 0.01 For the three and six months ended June 30, 2018 , diluted net loss per share attributable to common stockholders excludes approximately 186,000 and 215,000 weighted average unvested restricted shares and restricted stock units, respectively, 23.7 million OP Units each period and 2.8 million and 2.0 million weighted average stock options, respectively, as the effect would have been antidilutive. For the three and six months ended June 30, 2017 , diluted net income per share attributable to common stockholders excludes approximately 36,000 and 78,000 weighted average unvested restricted shares, respectively, as the effect would have been antidilutive. Net Income (Loss) Per Unit The following is a summary of the basic and diluted net income (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 six months ended June 30, 2018 and 2017 (dollar amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Loss) income from continuing operations $ (74,691 ) $ 29,550 $ (45,655 ) $ 41,485 Noncontrolling interests’ share in continuing operations 16 14 56 21 Net (loss) income from continuing operations attributable to the Operating Partnership $ (74,675 ) $ 29,564 $ (45,599 ) $ 41,506 Dividends to preferred units (17,973 ) (17,973 ) (35,946 ) (35,946 ) Net (loss) income from continuing operations available to the Operating Partnership (92,648 ) 11,591 (81,545 ) 5,560 Earnings allocated to participating units (11 ) (212 ) (22 ) (391 ) Income from discontinued operations, net of income taxes 224 4,636 3,725 7,491 Net (loss) income available to common unitholders used in basic and diluted net loss per unit $ (92,435 ) $ 16,015 $ (77,842 ) $ 12,660 Weighted average number of common units outstanding - basic 991,914,486 997,908,642 994,133,266 997,754,158 Effect of dilutive securities — 184,868 — 271,056 Weighted average number of common units - diluted 991,914,486 998,093,510 994,133,266 998,025,214 Basic and diluted net (loss) income per unit from continuing operations attributable to common unitholders $ (0.09 ) $ 0.01 $ (0.08 ) $ 0.01 Basic and diluted net income per unit from discontinued operations attributable to common unitholders $ 0.00 $ 0.01 $ 0.00 $ 0.01 Basic and diluted net (loss) income per unit attributable to common unitholders $ (0.09 ) $ 0.02 $ (0.08 ) $ 0.01 For the three and six months ended June 30, 2018 , diluted net loss per unit attributable to common unitholders excludes approximately 186,000 and 215,000 unvested restricted shares and restricted stock units, respectively, and 2.8 million and 2.0 million weighted average stock options as the effect would have been antidilutive. For the three and six months ended June 30, 2017 , diluted net income per unit attributable to common unitholders excludes approximately 36,000 and 78,000 weighted average unvested restricted shares, respectively, as the effect would have been antidilutive. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The following events occurred subsequent to June 30, 2018 : Real Estate Investment Activity From July 1, 2018 through July 26, 2018, the Company disposed of 10 properties for an aggregate gross sales price of $43.1 million , of which the Company’s share was $39.3 million and an estimated gain of $7.3 million . In addition, the Company acquired 14 properties for an aggregate purchase price of $74.2 million , excluding capitalized external acquisition-related expenses. Convertible Debt On August 1, 2018, the Company repaid $597.5 million of principal outstanding related to the 2018 Convertible Notes, plus accrued and unpaid interest thereon, which was funded using borrowings under the Revolving Credit Facility. Common Stock Dividend On August 2, 2018 , 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 2018 to stockholders of record as of September 28, 2018 , which will be paid on October 15, 2018 . An equivalent distribution by the Operating Partnership is applicable per OP unit. Preferred Stock Dividend On August 2, 2018 , the Company’s board of directors declared a monthly cash dividend to holders of the Series F Preferred Stock for October 2018 through December 2018 with 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 September 15, 2018 - October 14, 2018 October 1, 2018 October 15, 2018 October 15, 2018 - November 14, 2018 November 1, 2018 November 15, 2018 November 15, 2018 - December 14, 2018 December 1, 2018 December 17, 2018 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 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, 2017 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 22, 2018. There have been no significant changes to the Company’s significant accounting policies during the six months ended June 30, 2018 , except any policies that are no longer applicable due to the Company’s sale of Cole Capital, as discussed in Note 4 — Discontinued Operations , and the Company adopted the Revenue ASUs, as defined in the “Revenue Recognition” and “Recent Accounting Pronouncements” sections herein. 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 consolidated 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 each of June 30, 2018 and December 31, 2017 , there were approximately 23.7 million Limited Partner OP Units outstanding. 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. Direct financing lease income of $0.4 million and $0.8 million has been reclassified to rental income during the three and six months ended June 30, 2017 , respectively, and investments in the Cole REITs, as defined in “Investment in Cole REITs” section herein, of $3.3 million has been reclassified as of December 31, 2017 to rent and tenant receivables and other assets, net from investment in unconsolidated entities to be consistent with the current year presentation. In connection with the adoption of Accounting Standards Update ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) and ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), during the fourth quarter of fiscal year 2017, as discussed in the Company’s Annual Report on Form 10-K filed on February 22, 2018, certain reclassifications have been made to prior period balances to conform to current presentation in the consolidated statement of cash flows. Under ASU 2016-15, the Company reclassified $0.4 million of distributions received from equity method investments from cash flows provided by operating activities to cash flows provided by investing activities in the consolidated statement of cash flows for the six months ended June 30, 2017 . The Company also reclassified $44,000 of proceeds from the settlement of property-related insurance claims from cash flows provided by operating activities to cash flows provided by investing activities for the six months ended June 30, 2017 . Under ASU 2016-18, transfers to or from restricted cash, which have previously been shown in the Company’s investing activities section of the consolidated statements of cash flows, are now required to be shown as part of the total change in cash, cash equivalents and restricted cash in the consolidated statements of cash flows. Accordingly, for the six months ended June 30, 2017 , the Company included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows and removed the change in restricted cash from cash flows used in investing activities. This change resulted in an increase in cash flows provided by investing activities of $4.0 million during the six months ended June 30, 2017 . |
Revenue Recognition | In May 2014, the U.S. Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) (Topic 606), 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. Subsequent to the issuance of ASU 2014-09, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing (“ASU 2016-10”), ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), ASU 2016-12, Revenue from Contracts with Customers (Topic 606) Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) and ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”), which provided various technical corrections and practical expedients to the requirements of ASU 2014-09. ASU 2014-09 together with ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 are referred to as the “Revenue ASUs”. The Company adopted the Revenue ASUs during the first quarter of 2018 using the modified retrospective approach, which allows a cumulative effect adjustment to beginning retained earnings equal to initially applying the Revenue ASUs to all contracts with customers not completed as of the date of adoption. Adoption of the Revenue ASUs did not result in a cumulative effect adjustment to retained earnings as all contracts not completed as of adoption within the scope of Topic 606 have the same revenue recognition timing and measurement under Topic 605. Revenues generated through leasing arrangements are excluded from the Revenue ASUs as discussed below. Revenue Recognition - Real Estate Revenue recognized as rental income is not within the scope of Topic 606 and therefore was not impacted by its adoption. Upon adoption of ASU 2016-02, Leases (“ASU 2016-02”) on January 1, 2019, operating expense reimbursement revenue will be within the scope of Topic 606 and may be considered a non-lease component, as defined in ASU 2016-02. Refer to “Recent Accounting Pronouncements” section herein for further discussion regarding ASU 2016-02. Operating expense reimbursement revenue was not impacted by the adoption of Topic 606 for the three and six months ended June 30, 2018 . Revenue Recognition - Cole Capital As discussed in Note 4 — Discontinued Operations , on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial statements as discontinued operations. Cole Capital earned 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. Cole Capital recorded dealer manager fees, excluding those related to INAV, as defined in “Investment in Cole REITs” section herein, and securities sales commissions as revenue upon satisfying its performance obligation, which occurred at the point in time in which the sale was complete. Dealer manager fees from the sale of INAV shares and distribution and stockholder servicing fees were a form of variable consideration associated with the performance obligation of selling shares. Although the performance obligation of selling shares was completed upon sale, the variable consideration was constrained due to the uncertainty associated with estimating the transaction price. As the fees were accrued daily based upon the fund’s net asset value, revenue was recognized daily as the uncertainty was resolved. The Company recorded revenue related to acquisition and financing coordination fees upon satisfaction of the related performance obligations, which occurred upon completion of a transaction. Advisory, asset and property management fees were recorded over time as services were performed. Performance fees were a form of variable consideration relating to INAV earned at a point in time in which for any year the total return on stockholders’ capital exceeded 6% per annum on a calendar year basis. Although the performance obligation associated with the performance fee would have been satisfied over time, revenue recognition was constrained due to the uncertainty associated with estimating the transaction price. The Company was also reimbursed for certain costs incurred in providing these services, which were recorded as revenue as the expenses were incurred subject to revenue constraint due to the limitations on the amount that was reimbursable based on the terms of the respective dealer manager and advisory agreements. Refer to Note 15 – Related Party Transactions and Arrangements for a disaggregation of Cole Capital revenues. Revenue Recognition - Other The Company entered into a services agreement (the “Services Agreement”) with the Cole Purchaser, as defined in Note 4 — Discontinued Operations , pursuant to which the Company will continue to provide certain services to the Cole Purchaser and the Cole REITs, including operational real estate support, for a specified period of time (“Transition Services Revenues”). Under the terms of the Services Agreement, the Company will be entitled to receive reimbursement for certain of the services provided. The Company recorded Transition Services Revenues as costs associated with providing such services were incurred, which coincided with the timing in which the performance obligations of the contract had been met. During the three months ended June 30, 2018 , the Company incurred $4.9 million of costs as a result of providing such services and recognized revenues of $4.9 million . During the period from February 1, 2018 through June 30, 2018 , the Company incurred $8.1 million of such costs and recognized revenues of $8.1 million , which are recorded in other income, net in the consolidated statement of operations. The Company may also receive Net Revenue Payments, as defined in Note 4 — Discontinued Operations , over the next six years if future revenues of Cole Capital exceed a specified dollar threshold, up to an aggregate of $80.0 million in Net Revenue Payments. Net Revenue Payments represent variable consideration for which the performance obligation of closing on the Cole Capital sale has occurred but revenue recognition is constrained due to the large number and broad range of possible consideration amounts. Income will be recognized when any future Net Revenue Payments are realized. |
Goodwill | In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. As of June 30, 2018 and December 31, 2017 , the carrying value of goodwill was $1.3 billion . The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company’s annual testing date is during the fourth quarter. During the six months ended June 30, 2018 and 2017 , management monitored the actual performance relative to the fair value assumptions used during the annual goodwill impairment testing. For the periods presented, management determined it remained more likely than not that the fair value was greater than its carrying value. Goodwill related to discontinued operations is discussed in Note 4 — Discontinued Operations . |
Litigation and Other Non-routine Costs, Net of Insurance Recoveries | The Company 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. |
Investment in Cole REITs | As of December 31, 2017, the Company owned equity investments in 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”), and Cole Credit Property Trust V, Inc. (“CCPT V” and collectively with CCPT IV, INAV, CCIT II and CCIT III, the “Cole REITs”). On February 1, 2018 , the Company sold certain of its equity investments to the Cole Purchaser, retaining interests in CCIT II, CCIT III and CCPT V. Subsequent to the sale of Cole Capital and the adoption of ASU 2016-01, the Company carried these investments at fair value, as the Company does not exert significant influence over CCIT II, CCIT III or CCPT V, and any changes in the fair value were recognized in other income, net in the accompanying consolidated statement of operations for the six months ended June 30, 2018 . Prior to the sale of Cole Capital, the Company accounted for these investments using the equity method of accounting, which required 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 recorded its proportionate share of net income or loss from the Cole REITs in equity in income and gain on disposition of unconsolidated entities in the consolidated statement of operations for the three and six months ended June 30, 2017 . The Company’s equity investments in the Cole REITs, consisting of $7.8 million and $3.3 million , are presented in rent and tenant receivables and other assets, net in the consolidated balance sheet as of June 30, 2018 and December 31, 2017 , respectively. |
Equity-based Compensation | The Company has an equity-based incentive award plan, which provides for the grant of stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, deferred stock units and dividend equivalent rights and other stock-based awards to non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the vesting period. |
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, 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, which are included in provision for income taxes in the accompanying consolidated statements of operations. |
Recent Accounting Pronouncements | Refer to the section “Revenue Recognition” herein for ASU 2014-09 and related Revenue ASUs. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income (loss). An entity may choose to measure equity investments that do not have a readily determinable fair value at costs minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issue. ASU 2016-01 is effective for fiscal years, and interim periods within, beginning after December 15, 2017 and requires prospective treatment of equity securities without readily determinable fair values. The Company adopted ASU 2016-01 as of January 1, 2018 and recorded a $5.1 million gain, which is included in other income, net in the accompanying consolidated statements of operations, on measuring the Company’s investments in the Cole REITs at fair value after the investments were no longer accounted for using the equity method. 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. The lessor accounting model under ASU 2016-02 is similar to existing guidance, however it limits the capitalization of initial direct leasing costs, such as internally generated costs. ASU 2016-02 retains a distinction between a finance lease ( i.e., capital leases under existing guidance) and an operating lease. 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 and provides for certain practical expedients. The Company has developed an inventory of all leases and is identifying any non-lease components in the lease agreements and is evaluating the impact to the Company, both as lessor and lessee, and its consolidated financial statements. Upon the adoption of ASU 2016-02, the Company will record certain expenses paid directly by a tenant that protect the Company’s interests in its properties, such as real estate taxes, and the related operating expense reimbursement revenue, with no impact on net income, however the FASB has announced it will re-evaluate this requirement. The Company currently does not record such expenses and the related operating expense reimbursement revenue. Upon adoption of ASU 2016-02, operating expense reimbursement revenue will be within the scope of Topic 606 and may be considered a non-lease component, as defined in ASU 2016-02, subject to certain proposed practical expedients. The Company expects the accounting for leases pursuant to which the Company is the lessee to change and is currently evaluating the impact. Leases pursuant to which the Company is the lessee primarily consist of approximately 25 corporate leases and approximately 200 ground leases. 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 recognition 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 under current U.S. 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 February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”), which clarifies the following: 1) nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty; 2) an entity should allocate consideration to each distinct asset by applying the guidance in Topic 606 on allocating the transaction price to performance obligations; and 3) requires entities to derecognize a distinct nonfinancial asset or distinct in substance nonfinancial asset in a partial sale transaction when it (a) does not have (or ceases to have) a controlling financial interest in the legal entity that holds the asset in accordance with Subtopic 810 and (b) transfers control of the asset in accordance with Topic 606. The adoption of this standard will result in higher gains on the sale of partial real estate interests, including contributions of nonfinancial assets to a joint venture or other noncontrolling investee, due to recognizing the full gain when the derecognition criteria are met and recording the retained noncontrolling interest at its fair value. ASU 2017-05 is effective for annual periods, and interim periods therein, beginning after December 15, 2017. ASU 2017-05 was adopted during the first quarter of fiscal year 2018, in conjunction with the Revenue ASUs, using the modified retrospective approach. The Company also elected the practical expedient to only apply the guidance to contracts that were not completed upon adoption. At adoption, the Company did not have any contracts that were not completed within the scope of ASU 2017-05 and as such, the adoption of ASU 2017-05 did not impact the Company’s financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. This ASU is effective for fiscal years beginning after December 15, 2017 and interim periods therein. The standard is applied prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 during the first quarter of fiscal year 2018, which had no impact on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The targeted amendments in this ASU help simplify certain aspects of hedge accounting and result in a more accurate portrayal of the economics of an entity’s risk management activities in its financial statements. This ASU applies to the Company’s interest rate swaps designated as cash flow hedges. Upon adoption of this ASU, all changes in the fair value of highly effective cash flow hedges will be recorded in accumulated other comprehensive income rather than recognized directly in earnings. Under current U.S. GAAP, the ineffective portion of the change in fair value of cash flow hedges is recognized directly in earnings. This eliminates the requirement to separately measure and disclose ineffectiveness for qualifying cash flow hedges. ASU 2017-12 is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The ASU is required to be adopted using a modified retrospective approach with early adoption permitted. The Company adopted ASU 2017-12 during the first quarter of fiscal year 2018, which had no impact on the Company’s consolidated financial statements as the Company had no interest rate swaps designated as cash flow hedges as of the date of adoption. Refer to Note 10 – Derivatives and Hedging Activities for additional tabular disclosure of the effect of hedge accounting by income statement line items as required upon adoption of ASU 2017-12. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842. The amendments to Topic 842 help address transition guidance as it relates to land easements. The ASU provides an optional practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842. An entity that does not elect this practical expedient should evaluate all existing or expired land easements in connection with the adoption of the new lease requirements in Topic 842 to assess whether they meet the definition of a lease. The ASU is effective upon adoption of ASU 2016-02 and the Company is currently evaluating the impact this amendment will have on its consolidated financial statements. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Litigation, Merger and Other Non-Routine Transaction Related Expenses | Litigation and other non-routine costs, net of insurance recoveries include the following costs (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Litigation and other non-routine costs: Audit Committee Investigation and related matters (1) $ 17,232 $ 14,354 $ 38,960 $ 27,025 Legal fees and expenses (2) 123 57 135 261 Litigation settlements (3) 90,000 — 90,000 — Total costs incurred 107,355 14,411 129,095 27,286 Insurance recoveries (268 ) — (268 ) — Total $ 107,087 $ 14,411 $ 128,827 $ 27,286 ___________________________________ (1) Includes all fees and costs associated with various litigations and investigations prompted by the results of the 2014 investigation conducted by the audit committee (the “Audit Committee”) of the Company’s board of directors (the “Audit Committee Investigation”), including fees and costs incurred pursuant to the Company’s advancement obligations, litigation related thereto and in connection with related insurance recovery matters. (2) Includes legal fees and expenses associated with litigation resulting from prior mergers and related insurance recovery matters and excludes amounts presented in income from discontinued operations, net of income taxes in the consolidated statements of operations. (3) For the three and six months ended June 30, 2018 , includes a settlement payment of $90.0 million related to the Vanguard Action, as defined in Note 13 – Commitments and Contingencies . |
Real Estate Investments and R28
Real Estate Investments and Related Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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): Six Months Ended June 30, 2018 2017 Real estate investments, at cost: Land $ 37,732 $ 46,744 Buildings, fixtures and improvements 121,310 115,490 Total tangible assets 159,042 162,234 Acquired intangible assets: In-place leases and other intangibles (1) 19,564 35,495 Above-market leases (2) 2,750 7,720 Assumed intangible liabilities: Below-market leases (3) (116 ) (1,011 ) Total purchase price of assets acquired $ 181,240 $ 204,438 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 13.9 years and 14.9 years for 2018 Acquisitions and 2017 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 10.8 years and 19.9 years for 2018 Acquisitions and 2017 Acquisitions, respectively. (3) The weighted average amortization period for acquired intangible lease liabilities is 9.9 years and 17.2 years for 2018 Acquisitions and 2017 Acquisitions, respectively. |
Schedule of Future Minimum Operating Lease Base Rent 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 Future Minimum (1) July 1, 2018 - December 31, 2018 $ 547,756 $ 1,466 2019 1,091,898 2,508 2020 1,061,136 2,135 2021 1,023,029 2,011 2022 945,057 1,921 Thereafter 6,029,219 2,254 Total $ 10,698,095 $ 12,295 ____________________________________ (1) Related to 26 properties which 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 July 1, 2018 - December 31, 2018 $ 7,083 $ 2,254 2019 14,219 4,446 2020 13,997 4,451 2021 13,715 4,387 2022 13,929 4,419 Thereafter 212,479 3,996 Total $ 275,422 $ 23,953 |
Schedule of Future Minimum Direct Financing 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 Future Minimum (1) July 1, 2018 - December 31, 2018 $ 547,756 $ 1,466 2019 1,091,898 2,508 2020 1,061,136 2,135 2021 1,023,029 2,011 2022 945,057 1,921 Thereafter 6,029,219 2,254 Total $ 10,698,095 $ 12,295 ____________________________________ (1) Related to 26 properties which 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 Intangible Assets | Intangible lease assets and liabilities of the Company consisted of the following as of June 30, 2018 and December 31, 2017 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life June 30, 2018 December 31, 2017 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $656,974 and $599,680, respectively 15.2 $ 1,032,490 $ 1,091,433 Leasing commissions, net of accumulated amortization of $3,662 and $2,902, respectively 11.0 14,075 13,876 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $97,005 and $88,335, respectively 16.2 219,808 241,449 Total intangible lease assets, net $ 1,266,373 $ 1,346,758 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $82,824 and $73,916, respectively 18.6 $ 187,352 $ 198,551 |
Schedule of Intangible Liabilities | Intangible lease assets and liabilities of the Company consisted of the following as of June 30, 2018 and December 31, 2017 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life June 30, 2018 December 31, 2017 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $656,974 and $599,680, respectively 15.2 $ 1,032,490 $ 1,091,433 Leasing commissions, net of accumulated amortization of $3,662 and $2,902, respectively 11.0 14,075 13,876 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $97,005 and $88,335, respectively 16.2 219,808 241,449 Total intangible lease assets, net $ 1,266,373 $ 1,346,758 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $82,824 and $73,916, respectively 18.6 $ 187,352 $ 198,551 |
Schedule of Amortization Expense and Adjustments to Rental Income | 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 June 30, 2018 (amounts in thousands) : Remainder of 2018 2019 2020 2021 2022 In-place leases and other intangibles: Total projected to be included in amortization expense $ 67,835 $ 126,530 $ 119,230 $ 111,265 $ 97,063 Leasing commissions: Total projected to be included in amortization expense 793 1,599 1,577 1,522 1,465 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental income 11,630 21,522 21,108 20,679 19,865 Below-market lease liabilities: Total projected to be included in rental income 10,107 18,334 17,188 15,989 15,145 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following is a summary of the financial information for discontinued operations for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Revenues: 2018 2017 2018 2017 Offering-related fees and reimbursements $ — $ 4,523 $ 1,027 $ 8,839 Transaction service fees and reimbursements — 4,140 334 8,146 Management fees and reimbursements — 18,845 6,452 37,236 Total revenues $ — $ 27,508 $ 7,813 $ 54,221 Operating expenses: Cole Capital reallowed fees and commissions — 2,874 602 5,534 Transaction costs (1) — — (654 ) — General and administrative — 14,437 4,450 30,354 Amortization of intangible assets — 4,140 — 8,280 Total operating expenses — 21,451 4,398 44,168 Operating income — 6,057 3,415 10,053 Other income, net — 4 — 9 Gain (loss) on disposition (2) 224 — (1,785 ) — Income before taxes 224 6,061 1,630 10,062 Benefit from (provision for) income taxes — (1,425 ) 2,095 (2,571 ) Income from discontinued operations $ 224 $ 4,636 $ 3,725 $ 7,491 ____________________________________ (1) The negative balance for the six months ended June 30, 2018 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. (2) The positive balance for the three months ended June 30, 2018 is a result of estimated expenses used to calculate the loss on disposition in prior periods that exceeded actual expenses incurred. The Company recognized a loss on classification as held for sale of $20.0 million during the three months ended December 31, 2017 . Assets related to discontinued operations as of December 31, 2017 were $125.7 million . The following is a summary of cash flows related to discontinued operations for the six months ended June 30, 2018 and 2017 (in thousands): Six Months Ended June 30, 2018 2017 Cash flows related to discontinued operations: Cash flows (used in) from operating activities $ (10,438 ) $ 18,013 Cash flows from investing activities $ 122,915 $ — |
Investment Securities, at Fai30
Investment Securities, at Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 38,420 $ 598 $ (3,529 ) $ 35,489 December 31, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 43,006 $ 895 $ (2,927 ) $ 40,974 |
Schedule of Maturity of CMBS | The scheduled maturity of the Company’s CMBS as of June 30, 2018 are as follows (in thousands): June 30, 2018 Amortized Cost Fair Value Due within one year $ — $ — Due after one year through five years 13,700 14,279 Due after five years through 10 years 24,720 21,210 Due after 10 years — — Total $ 38,420 $ 35,489 |
Mortgage Notes Receivable (Tabl
Mortgage Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Mortgage Notes Receivable | The following table details the mortgage notes receivable as of June 30, 2018 (dollar amounts in thousands): Outstanding Balance Carrying Value Interest Rate Range Maturity Date Range $ 22,082 $ 19,855 5.9 % – 6.8% December 2026 – 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 June 30, 2018 (in thousands): Outstanding Balance Due within one year $ 960 Due after one year through five years 4,587 Due after five years through 10 years 7,125 Due after 10 years (1) 13,146 Total $ 25,818 ____________________________________ (1) Includes additional $3.7 million of interest that will be capitalized into the outstanding balance of the mortgage note receivable subsequent to June 30, 2018 . |
Rent and Tenant Receivables a32
Rent and Tenant Receivables and Other Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Accounts receivable, net (1) $ 39,236 $ 36,921 Straight-line rent receivable, net (2) 250,795 230,529 Deferred costs, net (3) 21,474 5,746 Prepaid expenses 8,428 6,493 Leasehold improvements, property and equipment, net (4) 10,890 12,089 Restricted escrow deposits 4,573 4,995 Income tax receivable 2,139 3,213 Investment in Cole REITs 7,844 3,264 Other amounts due from Cole REITs (5) 63 — Other assets, net (6) 5,721 5,003 Total $ 351,163 $ 308,253 ___________________________________ (1) 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 bad debt expense in property operating expenses in the consolidated statements of operations. Allowance for uncollectible accounts was $5.5 million and $6.3 million as of June 30, 2018 and December 31, 2017 , respectively. The Company suspends revenue recognition when the collectability of amounts due pursuant to a lease is no longer reasonably assured. As of June 30, 2018 and December 31, 2017 , the allowance related to suspended revenue recognition was $9.0 million and $12.6 million , respectively. (2) Allowance for uncollectible accounts included in straight-line rent receivable, net was $1.1 million and $2.0 million as of June 30, 2018 and December 31, 2017 , respectively. (3) Amortization expense for deferred costs related to the revolving credit facilities totaled $2.1 million and $2.6 million for the three months ended June 30, 2018 and 2017 , respectively, and $4.7 million and $5.2 million for the six months ended June 30, 2018 and 2017 , respectively. Accumulated amortization for deferred costs related to the Revolving Credit Facility, as defined in Note 9 – Debt , was $45.0 million and $40.3 million as of June 30, 2018 and December 31, 2017 , respectively. (4) Amortization expense for leasehold improvements totaled $0.3 million for each of the three months ended June 30, 2018 and 2017 and $0.6 million for each of the six months ended June 30, 2018 and 2017 . Accumulated amortization was $5.3 million and $4.7 million as of June 30, 2018 and December 31, 2017 , respectively. Depreciation expense for property and equipment totaled $0.4 million for each of the three months ended June 30, 2018 and 2017 and $0.8 million for each of the six months ended June 30, 2018 and 2017 . (5) As of December 31, 2017 , the Cole REITs were considered affiliates of the Company and $6.0 million was included in due from affiliates, net in the accompanying consolidated balance sheets. (6) Net of $2.7 million and $1.8 million of interest receivable reserves as of June 30, 2018 and December 31, 2017 . |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities 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 as of June 30, 2018 and December 31, 2017 , 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 June 30, 2018 Assets: CMBS $ — $ — $ 35,489 $ 35,489 Derivative assets — 820 — 820 Investment in Cole REITs — — 7,844 7,844 Total assets $ — $ 820 $ 43,333 $ 44,153 Level 1 Level 2 Level 3 Balance as of December 31, 2017 Assets: CMBS $ — $ — $ 40,974 $ 40,974 Derivative assets — 627 — 627 Total assets $ — $ 627 $ 40,974 $ 41,601 |
Reconciliations of the 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 six months ended June 30, 2018 and 2017 (in thousands): CMBS Investment in Cole REITs (1) Balance as of December 31, 2017 $ 40,974 $ 3,264 Total gains and losses Unrealized loss included in other comprehensive income, net (899 ) — Realized loss included in other income, net (34 ) — Unrealized gain included in other income, net — 5,102 Purchases, issuance, settlements Return of principal received (4,632 ) — Amortization included in net income, net 80 — Sale of investments — (522 ) Ending Balance, June 30, 2018 $ 35,489 $ 7,844 ____________________________________ (1) As discussed in Note 2 – Summary of Significant Accounting Policies , as of December 31, 2017 , the Company accounted for its investment in Cole REITs using the equity method of accounting. Subsequent to the sale of Cole Capital, the Company retained interests in CCIT II, CCIT III and CCPT V, which were carried at fair value as of June 30, 2018 . CMBS Balance as of December 31, 2016 $ 47,215 Total gains and losses Unrealized loss included in other comprehensive income, net (263 ) Purchases, issuance, settlements Return of principal received (3,771 ) Amortization included in net income, net (931 ) Ending Balance, June 30, 2017 $ 42,250 |
Reconciliations of the 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 six months ended June 30, 2018 and 2017 (in thousands): CMBS Investment in Cole REITs (1) Balance as of December 31, 2017 $ 40,974 $ 3,264 Total gains and losses Unrealized loss included in other comprehensive income, net (899 ) — Realized loss included in other income, net (34 ) — Unrealized gain included in other income, net — 5,102 Purchases, issuance, settlements Return of principal received (4,632 ) — Amortization included in net income, net 80 — Sale of investments — (522 ) Ending Balance, June 30, 2018 $ 35,489 $ 7,844 ____________________________________ (1) As discussed in Note 2 – Summary of Significant Accounting Policies , as of December 31, 2017 , the Company accounted for its investment in Cole REITs using the equity method of accounting. Subsequent to the sale of Cole Capital, the Company retained interests in CCIT II, CCIT III and CCPT V, which were carried at fair value as of June 30, 2018 . CMBS Balance as of December 31, 2016 $ 47,215 Total gains and losses Unrealized loss included in other comprehensive income, net (263 ) Purchases, issuance, settlements Return of principal received (3,771 ) Amortization included in net income, net (931 ) Ending Balance, June 30, 2017 $ 42,250 |
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 June 30, 2018 Fair Value at June 30, 2018 Carrying Amount at December 31, 2017 Fair Value at December 31, 2017 Assets: Mortgage notes receivable 3 $ 19,855 $ 22,688 $ 20,294 $ 28,272 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 2,042,936 $ 2,068,169 $ 2,095,690 $ 2,144,522 Corporate bonds, net 2 2,849,124 2,818,598 2,848,768 2,922,027 Convertible debt, net 2 994,860 1,004,892 992,218 1,012,349 Credit facility 2 195,000 195,000 185,000 185,000 Total liabilities $ 6,081,920 $ 6,086,659 $ 6,121,676 $ 6,263,898 _______________________________________________ (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 six months ended June 30, 2018 and 2017 (dollar amounts in thousands): Six Months Ended June 30, 2018 2017 Properties impaired 31 38 Asset classes impaired: Investment in real estate assets, net $ 17,718 $ 23,964 Investment in direct financing leases, net — 553 Below-market lease liabilities, net (18 ) (23 ) Total impairment loss $ 17,700 $ 24,494 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes the carrying value of debt as of June 30, 2018 and December 31, 2017 , and the debt activity for the six months ended June 30, 2018 (in thousands): Six Months Ended June 30, 2018 Balance as of December 31, 2017 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of June 30, 2018 Mortgage notes payable: Outstanding balance $ 2,071,038 $ 128 $ (48,573 ) $ — $ 2,022,593 Net premiums (1) 24,652 — (47 ) (4,262 ) 20,343 Deferred costs (12,998 ) — — 1,233 (11,765 ) Mortgages and other debt, net 2,082,692 128 (48,620 ) (3,029 ) 2,031,171 Corporate bonds: Outstanding balance 2,850,000 — — — 2,850,000 Discount (2) (1,232 ) — — 356 (876 ) Deferred costs (27,274 ) — — 2,326 (24,948 ) Corporate bonds, net 2,821,494 — — 2,682 2,824,176 Convertible debt: Outstanding balance 1,000,000 — — — 1,000,000 Discount (2) (7,782 ) — — 2,642 (5,140 ) Deferred costs (7,960 ) — — 3,001 (4,959 ) Convertible debt, net 984,258 — — 5,643 989,901 Credit facility 185,000 675,000 (665,000 ) — 195,000 Total debt $ 6,073,444 $ 675,128 $ (713,620 ) $ 5,296 $ 6,040,248 ____________________________________ (1) Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes 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 mortgage notes using the effective-interest method. (2) 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. |
Mortgages [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | The Company’s mortgage notes payable consisted of the following as of June 30, 2018 (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 (3) Fixed-rate debt (4) 469 $ 4,025,324 $ 2,007,698 4.89 % 3.8 Variable-rate debt 1 32,984 14,895 5.33 % (5) 0.1 Total 470 $ 4,058,308 $ 2,022,593 4.89 % 3.8 ____________________________________ (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 is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Includes $51.0 million of variable-rate debt fixed by way of interest rate swap arrangements. (5) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of June 30, 2018 . |
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to June 30, 2018 (in thousands): Total July 1, 2018 - December 31, 2018 $ 50,005 2019 222,789 2020 265,186 2021 352,770 2022 314,839 Thereafter 817,004 Total $ 2,022,593 |
Corporate Bonds [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | As of June 30, 2018 , the OP had $2.85 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance June 30, 2018 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 2027 Senior Notes 600,000 3.950 % August 15, 2027 Total balance and weighted-average interest rate $ 2,850,000 4.033 % |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table presents the Company’s $597.5 million aggregate principal amount of convertible senior notes due August 1, 2018 (the “2018 Convertible Notes”) and $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”) with their respective terms (dollar amounts in thousands). The OP has issued corresponding identical convertible notes to the General Partner. 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 $5.1 million as of June 30, 2018 . The discount will be amortized over the remaining weighted average term of 1.0 years. (2) Conversion rate represents the amount of the General Partner OP Units per $1,000 principal amount of Convertible Notes that would be converted as of June 30, 2018 , as adjusted in accordance with the applicable indentures as a result of cash dividend payments. |
Derivatives and Hedging Activ35
Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Effect of Hedging Activities in Statements of Operations | The following table summarizes the gains from hedging activities recognized in the accompanying consolidated statements of operations for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Reclassification of previous unrealized loss on interest rate derivatives into net income $ 56 $ 240 $ 161 $ 710 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ 70,320 $ 73,621 $ 140,745 $ 147,364 Amount of gain recognized in income on cash flow hedges $ 105 $ 592 $ 378 $ 1,416 |
Not Designated as Hedging Instrument [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Interest Rate Derivatives | As of June 30, 2018 and December 31, 2017 , the Company had the following outstanding interest rate derivatives that were not designated as qualifying hedging relationships (dollar amounts in thousands): Interest Rate Swap June 30, 2018 December 31, 2017 Number of Instruments 1 2 Notional Amount $ 51,015 $ 78,949 |
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 not designated as a hedge as well as their classification in the consolidated balance sheets as of June 30, 2018 and December 31, 2017 (in thousands): Derivatives Not Designated as Hedging Instruments Balance Sheet Location June 30, 2018 December 31, 2017 Interest rate swaps Rent and tenant receivables and other assets, net $ 820 $ 627 |
Schedule of Offsetting Assets | The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of June 30, 2018 and December 31, 2017 (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 June 30, 2018 $ 820 $ — $ — $ 820 $ — $ — $ — $ 820 December 31, 2017 $ 627 $ — $ — $ 627 $ — $ — $ — $ 627 |
Schedule of Offsetting Liabilities | The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of June 30, 2018 and December 31, 2017 (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 June 30, 2018 $ 820 $ — $ — $ 820 $ — $ — $ — $ 820 December 31, 2017 $ 627 $ — $ — $ 627 $ — $ — $ — $ 627 |
Supplemental Cash Flow Disclo36
Supplemental Cash Flow Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental cash flow information was as follows for the six months ended June 30, 2018 and 2017 (in thousands): Six Months Ended June 30, 2018 2017 Supplemental Disclosures: Cash paid for interest $ 59,136 $ 137,477 Cash paid for income taxes $ 4,919 $ 8,365 Non-cash investing and financing activities: Accrued capital expenditures, tenant improvements and real estate developments $ 4,490 $ 2,582 Accrued deferred financing costs $ 98 $ — Accrued repurchases of common stock to settle tax obligation $ — $ 208 Distributions declared and unpaid $ 142,494 $ 143,420 Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure $ 16,200 $ 38,315 Mortgage notes payable assumed in real estate disposition $ — $ 66,000 Nonmonetary Exchanges: Real estate investments received $ — $ 50,212 Real estate investments relinquished and gain on disposition $ — $ (47,474 ) Rent and tenant receivables, intangible lease liability and other assets, net $ — $ (2,519 ) Real estate investments received from a ground lease expiration $ — $ 259 |
Accounts Payable and Accrued 37
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accounts payable and accrued expenses consisted of the following as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Accrued interest $ 46,055 $ 47,116 Accrued real estate taxes 28,756 26,131 Accrued legal fees 33,602 30,854 Accounts payable 2,661 2,570 Accrued other 30,672 29,803 Total $ 141,746 $ 136,474 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | 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 Future Minimum (1) July 1, 2018 - December 31, 2018 $ 547,756 $ 1,466 2019 1,091,898 2,508 2020 1,061,136 2,135 2021 1,023,029 2,011 2022 945,057 1,921 Thereafter 6,029,219 2,254 Total $ 10,698,095 $ 12,295 ____________________________________ (1) Related to 26 properties which 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 July 1, 2018 - December 31, 2018 $ 7,083 $ 2,254 2019 14,219 4,446 2020 13,997 4,451 2021 13,715 4,387 2022 13,929 4,419 Thereafter 212,479 3,996 Total $ 275,422 $ 23,953 |
Related Party Transactions an39
Related Party Transactions and Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The table below reflects the revenue earned from the Cole REITs (including closed programs, as applicable) for the period from January 1, 2018 through February 1, 2018 and the three and six months ended June 30, 2017 and revenue earned from unconsolidated joint ventures for the three and six months ended June 30, 2018 and 2017 (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 (1) 2017 Offering-related fees and reimbursements Selling commissions (2) $ — $ 2,343 $ 407 $ 4,520 Dealer manager and distribution fees (3) — 1,235 431 2,488 Reimbursement revenue — 945 189 1,831 Offering-related fees and reimbursements — 4,523 1,027 8,839 Transaction service fees and reimbursements Acquisition fees — 3,373 119 6,645 Reimbursement revenues — 767 215 1,501 Transaction service fees and reimbursements — 4,140 334 8,146 Management fees and reimbursements Asset and property management fees and leasing fees (4) 34 52 86 105 Advisory and performance fee revenue — 14,162 5,023 27,786 Reimbursement revenues — 4,683 1,429 9,450 Management fees and reimbursements 34 18,897 6,538 37,341 Interest income on Affiliate Lines of Credit — 73 28 197 Total related party revenues $ 34 $ 27,633 $ 7,927 $ 54,523 ___________________________________ (1) Represents the revenue earned during the period from January 1, 2018 through January 31, 2018. (2) The Company reallowed 100% of selling commissions to participating broker-dealers from January 1, 2018 through January 31, 2018 and during the three and six months ended June 30, 2017 . (3) During the six months ended June 30, 2018 , the Company reallowed $0.2 million 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 six months ended June 30, 2017 , the Company reallowed $0.5 million and $1.0 million , respectively, of such fees. (4) Represents asset and property management fees and leasing fees related to properties owned through the Company’s unconsolidated joint ventures. |
Net Income (Loss) Per Share_U40
Net Income (Loss) Per Share/Unit (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following is a summary of the basic and diluted net income (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 six months ended June 30, 2018 and 2017 (dollar amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Loss) income from continuing operations $ (74,691 ) $ 29,550 $ (45,655 ) $ 41,485 Noncontrolling interests’ share in continuing operations 16 14 56 21 Net (loss) income from continuing operations attributable to the Operating Partnership $ (74,675 ) $ 29,564 $ (45,599 ) $ 41,506 Dividends to preferred units (17,973 ) (17,973 ) (35,946 ) (35,946 ) Net (loss) income from continuing operations available to the Operating Partnership (92,648 ) 11,591 (81,545 ) 5,560 Earnings allocated to participating units (11 ) (212 ) (22 ) (391 ) Income from discontinued operations, net of income taxes 224 4,636 3,725 7,491 Net (loss) income available to common unitholders used in basic and diluted net loss per unit $ (92,435 ) $ 16,015 $ (77,842 ) $ 12,660 Weighted average number of common units outstanding - basic 991,914,486 997,908,642 994,133,266 997,754,158 Effect of dilutive securities — 184,868 — 271,056 Weighted average number of common units - diluted 991,914,486 998,093,510 994,133,266 998,025,214 Basic and diluted net (loss) income per unit from continuing operations attributable to common unitholders $ (0.09 ) $ 0.01 $ (0.08 ) $ 0.01 Basic and diluted net income per unit from discontinued operations attributable to common unitholders $ 0.00 $ 0.01 $ 0.00 $ 0.01 Basic and diluted net (loss) income per unit attributable to common unitholders $ (0.09 ) $ 0.02 $ (0.08 ) $ 0.01 The following is a summary of the basic and diluted net income (loss) per share computation for the General Partner for the three and six months ended June 30, 2018 and 2017 (dollar amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Loss) income from continuing operations $ (74,691 ) $ 29,550 $ (45,655 ) $ 41,485 Noncontrolling interests’ share in continuing operations 1,802 (671 ) 1,144 (954 ) Net (loss) income from continuing operations attributable to the General Partner (72,889 ) 28,879 (44,511 ) 40,531 Dividends to preferred shares and units (17,973 ) (17,973 ) (35,946 ) (35,946 ) Net (loss) income from continuing operations available to the General Partner (90,862 ) 10,906 (80,457 ) 4,585 Earnings allocated to participating securities (11 ) (212 ) (22 ) (391 ) Income from discontinued operations, net of income taxes 224 4,636 3,725 7,491 Income from discontinued operations attributable to limited partners (5 ) (107 ) (89 ) (176 ) Net (loss) income available to common stockholders used in basic net (loss) income per share (90,654 ) 15,223 (76,843 ) 11,509 Income attributable to limited partners — 792 — 1,151 Net (loss) income available to common stockholders used in diluted net (loss) income per share $ (90,654 ) $ 16,015 $ (76,843 ) $ 12,660 Weighted average number of common stock outstanding - basic 968,192,162 974,160,295 970,398,002 974,005,811 Effect of Limited Partner OP Units and dilutive securities — 23,933,215 — 24,019,403 Weighted average number of common shares - diluted 968,192,162 998,093,510 970,398,002 998,025,214 Basic and diluted net (loss) income per share from continuing operations attributable to common stockholders $ (0.09 ) $ 0.01 $ (0.08 ) $ 0.01 Basic and diluted net income per share from discontinued operations attributable to common stockholders $ 0.00 $ 0.01 $ 0.00 $ 0.01 Basic and diluted net (loss) income per share attributable to common stockholders $ (0.09 ) $ 0.02 $ (0.08 ) $ 0.01 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Schedule of Record and Payments Dates for Preferred Stock Dividends | On August 2, 2018 , the Company’s board of directors declared a monthly cash dividend to holders of the Series F Preferred Stock for October 2018 through December 2018 with 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 September 15, 2018 - October 14, 2018 October 1, 2018 October 15, 2018 October 15, 2018 - November 14, 2018 November 1, 2018 November 15, 2018 November 15, 2018 - December 14, 2018 December 1, 2018 December 17, 2018 |
Organization (Details)
Organization (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
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 |
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 Accoun43
Summary of Significant Accounting Policies - Principles of Consolidation and Basis of Presentation (Details) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited Partner OP Units outstanding (shares) | 23,715,908 | 23,748,347 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Reclassifications (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Rental income | $ 400,000 | $ 800,000 | ||
Rent and tenant receivables and other assets, net | $ 7,844,000 | $ 3,264,000 | ||
Investment in unconsolidated entities | 33,972,000 | 39,520,000 | ||
Return of investment from unconsolidated entities | 85,000 | 449,000 | ||
Net cash provided by (used in) operating activities | (259,563,000) | (385,765,000) | ||
Net cash (used in) provided by investing activities | $ 120,987,000 | 136,927,000 | ||
Accounting Standards Update 2016-18 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net cash (used in) provided by investing activities | 4,000,000 | |||
Distributions Received From Equity method Investments [Member] | Accounting Standards Update 2016-15 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Return of investment from unconsolidated entities | 400,000 | |||
Net cash (used in) provided by investing activities | 400,000 | |||
Proceeds From Settlement Of Insurance Claims [Member] | Accounting Standards Update 2016-15 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net cash provided by (used in) operating activities | 44,000 | |||
Net cash (used in) provided by investing activities | 44,000 | |||
Reclassification | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Direct financing lease income reclassed | $ 400,000 | $ 800,000 | ||
Investment in unconsolidated entities | $ 3,300,000 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Feb. 01, 2018 | |
Deferred Revenue Arrangement [Line Items] | ||||||
Total return on stockholders' capital, exceeding benchmark | 6.00% | 6.00% | 6.00% | |||
Service agreement, cost of services | $ 4,900 | $ 8,100 | ||||
Other income, net | 1,215 | $ 2,463 | $ 8,651 | $ 3,122 | ||
Cole Capital [Member] | Held-for-sale of Disposed of by Sale [Member] | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Contingent consideration, payment period | 6 years | |||||
Contingent consideration, maximum consideration receivable | $ 80,000 | |||||
Service Agreement [Member] | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Other income, net | $ 4,900 | $ 8,100 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Goodwill | $ 1,337,773 | $ 1,337,773 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Litigation and Other Non-Routine Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Litigation and other non-routine costs: | ||||
Audit Committee Investigation and related matters | $ 17,232 | $ 14,354 | $ 38,960 | $ 27,025 |
Legal fees and expenses | 123 | 57 | 135 | 261 |
Litigation settlements | 90,000 | 0 | 90,000 | 0 |
Total costs incurred | 107,355 | 14,411 | 129,095 | 27,286 |
Insurance recoveries | (268) | 0 | (268) | 0 |
Total | 107,087 | $ 14,411 | 128,827 | $ 27,286 |
Litigation settlement payment | $ 90,000 | $ 90,000 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Equity-based Compensation (Details) - Equity Plan [Member] - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 19,500,000 | $ 19,500,000 | ||
Weighted-average remaining term (years) | 2 years 7 days | |||
Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cumulative Restricted share awards (shares) | 4,000 | 4,000 | ||
Cumulative Restricted share awards forfeited (shares) | 3,700 | 3,700 | ||
Cumulative Restricted Stock Units (shares) | 5,800 | 5,800 | ||
Cumulative Restricted Stock Units forfeited (shares) | 1,300 | 1,300 | ||
Cumulative Deferred Stock Units (shares) | 500 | 500 | ||
Cumulative Stock Options (shares) | 2,800 | 2,800 | ||
Cumulative stock options forfeited (shares) | 40 | 40 | ||
Shares issued in period (shares) | 13,100 | |||
General and Administrative Expense [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 200,000 | $ 0 | $ 200,000 | $ 0 |
General and Administrative Expense [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 200,000 | 500,000 | 300,000 | 900,000 |
General and Administrative Expense [Member] | Time-Based Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 1,200,000 | 1,400,000 | 2,600,000 | 2,500,000 |
General and Administrative Expense [Member] | Long Term Incentive Target Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 1,500,000 | 1,800,000 | 2,700,000 | 3,200,000 |
General and Administrative Expense [Member] | Deferred Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 1,000,000 | $ 900,000 | $ 1,000,000 | $ 900,000 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)lease | Jun. 30, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Gain (loss) on investments | $ | $ 5,638 | $ 65 |
Number of properties subject to corporate leases | lease | 25 | |
Number of properties subject to ground leases | lease | 200 | |
Accounting Standards Update 2016-01 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Gain (loss) on investments | $ | $ 5,100 |
Real Estate Investments and R50
Real Estate Investments and Related Intangibles - Property Acquisitions (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($)propertyland_parcels | |
Acquisitions 2018 [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 19 | |
Total purchase price of assets acquired | $ 181,240 | |
Allowance for tenant improvements | 2,100 | |
Capitalized acquisition costs | $ 1,100 | |
2017 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 54 | |
Total purchase price of assets acquired | $ 204,438 | |
Number of land parcels acquired | land_parcels | 3 | |
Capitalized acquisition costs | $ 1,300 | |
Number of properties acquired in non-monetary exchange | property | 22 |
Real Estate Investments and R51
Real Estate Investments and Related Intangibles - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Assumed intangible liabilities: | ||
Below market lease, weighted average useful life | 18 years 7 months 1 day | |
Acquisitions 2018 [Member] | ||
Real estate investments, at cost: | ||
Land | $ 37,732 | |
Buildings, fixtures and improvements | 121,310 | |
Total tangible assets | 159,042 | |
Assumed intangible liabilities: | ||
Total purchase price of assets acquired | 181,240 | |
Acquisitions 2018 [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 19,564 | |
Assumed intangible liabilities: | ||
Weighted-Average Useful Life | 13 years 10 months 14 days | |
Acquisitions 2018 [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 2,750 | |
Assumed intangible liabilities: | ||
Weighted-Average Useful Life | 10 years 9 months 4 days | |
Acquisitions 2018 [Member] | Below-market leases [Member] | ||
Assumed intangible liabilities: | ||
Below-market leases | $ (116) | |
Below market lease, weighted average useful life | 9 years 11 months 2 days | |
2017 Acquisitions [Member] | ||
Real estate investments, at cost: | ||
Land | $ 46,744 | |
Buildings, fixtures and improvements | 115,490 | |
Total tangible assets | 162,234 | |
Assumed intangible liabilities: | ||
Total purchase price of assets acquired | 204,438 | |
2017 Acquisitions [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 35,495 | |
Assumed intangible liabilities: | ||
Weighted-Average Useful Life | 14 years 10 months 19 days | |
2017 Acquisitions [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 7,720 | |
Assumed intangible liabilities: | ||
Weighted-Average Useful Life | 19 years 11 months 5 days | |
2017 Acquisitions [Member] | Below-market leases [Member] | ||
Assumed intangible liabilities: | ||
Below-market leases | $ (1,011) | |
Below market lease, weighted average useful life | 17 years 2 months 11 days |
Real Estate Investments and R52
Real Estate Investments and Related Intangibles - Future Lease Payments (Details) $ in Thousands | Jun. 30, 2018USD ($)property |
Future Minimum Operating Lease Base Rent Payments | |
July 1, 2018 - December 31, 2018 | $ 547,756 |
2,019 | 1,091,898 |
2,020 | 1,061,136 |
2,021 | 1,023,029 |
2,022 | 945,057 |
Thereafter | 6,029,219 |
Total | 10,698,095 |
Future Minimum Direct Financing Lease Payments | |
July 1, 2018 - December 31, 2018 | 1,466 |
2,019 | 2,508 |
2,020 | 2,135 |
2,021 | 2,011 |
2,022 | 1,921 |
Thereafter | 2,254 |
Total | $ 12,295 |
Number of properties subject to direct financing leases | property | 26 |
Real Estate Investments and R53
Real Estate Investments and Related Intangibles - Property Dispositions and Real Estate Assets Held for Sale Narrative (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($)property | Dec. 31, 2017property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds after debt assumptions and closing costs | $ 180,723 | $ 301,320 | |
Proceeds from disposition of discontinued operations | $ 123,925 | $ 0 | |
Number of properties classified held for sale | property | 11 | 30 | |
Carrying value of properties classified as held for sale | $ 29,900 | ||
Consolidated Property Dispositions, 2018 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 77 | ||
Number of properties secured by each non-recourse loan | property | 1 | ||
Aggregate proceeds | $ 181,600 | ||
Company's share of proceeds | 175,500 | ||
Proceeds after debt assumptions and closing costs | 175,100 | ||
Gain (loss) related to sale | $ 24,200 | ||
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 | 11 | 20 | |
Consolidated Property Dispositions, 2017 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 87 | ||
Number of properties secured by each non-recourse loan | property | 4 | ||
Number of real estate properties disposed in non monetary exchange | property | 15 | ||
Aggregate proceeds | $ 439,200 | ||
Company's share of proceeds | 425,600 | ||
Proceeds after debt assumptions and closing costs | 301,300 | ||
Debt assumed | 66,000 | ||
Gain related to sale of unconsolidated entities | 55,600 | ||
Unconsolidated Property Dispositions, 2018 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Company's share of proceeds | $ 17,100 | ||
Number of disposed properties owned by unconsolidated joint ventures | property | 1 | ||
Proceeds from disposition of discontinued operations | $ 34,100 | ||
Proceeds from after debt repayments and closing costs | 5,600 | ||
Debt repayments | 20,400 | ||
Net gain (loss) on sale of properties | 700 | ||
Property Disposition, 2018 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net gain (loss) on sale of properties | $ (1,100) | (500) | |
Foreign Tax Authority [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Tax provision for the gain on sale of property | $ 1,700 |
Real Estate Investments and R54
Real Estate Investments and Related Intangibles - Intangible Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intangible lease assets: | ||
Intangible lease assets, net | $ 1,266,373 | $ 1,346,758 |
Intangible lease liabilities: | ||
Accumulated amortization | $ 82,824 | 73,916 |
Weighted-Average Useful Life | 18 years 7 months 1 day | |
Intangible lease liabilities, net | $ 187,352 | 198,551 |
In-place leases and other intangible assets [Member] | ||
Intangible lease assets: | ||
Weighted-Average Useful Life | 15 years 2 months 16 days | |
Intangible lease assets, net | $ 1,032,490 | 1,091,433 |
Accumulated amortization | $ 656,974 | 599,680 |
Leasing Commissions [Member] | ||
Intangible lease assets: | ||
Weighted-Average Useful Life | 11 years | |
Intangible lease assets, net | $ 14,075 | 13,876 |
Accumulated amortization | $ 3,662 | 2,902 |
Above-Market Leases [Member] | ||
Intangible lease assets: | ||
Weighted-Average Useful Life | 16 years 2 months 1 day | |
Intangible lease assets, net | $ 219,808 | 241,449 |
Accumulated amortization | $ 97,005 | $ 88,335 |
Real Estate Investments and R55
Real Estate Investments and Related Intangibles - Projected Amortization Expense and Adjustments (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Below-market lease liabilities: | |
Remainder of 2018 | $ 10,107 |
2,019 | 18,334 |
2,020 | 17,188 |
2,021 | 15,989 |
2,022 | 15,145 |
In-place leases and other intangible assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2018 | 67,835 |
2,019 | 126,530 |
2,020 | 119,230 |
2,021 | 111,265 |
2,022 | 97,063 |
Leasing Commissions [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2018 | 793 |
2,019 | 1,599 |
2,020 | 1,577 |
2,021 | 1,522 |
2,022 | 1,465 |
Above-Market Lease Assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2018 | 11,630 |
2,019 | 21,522 |
2,020 | 21,108 |
2,021 | 20,679 |
2,022 | $ 19,865 |
Real Estate Investments and R56
Real Estate Investments and Related Intangibles - Impairment of Real Estate Investments Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impairment charges | $ 17,700 | $ 24,494 |
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 | 39,800 | 74,500 |
Estimate of Fair 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 | $ 22,100 | $ 50,000 |
Real Estate Investments and R57
Real Estate Investments and Related Intangibles - Consolidated Joint Ventures Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)propertyjoint_venture | Jun. 30, 2017USD ($)joint_venture | Dec. 31, 2017USD ($)propertyjoint_venture | Apr. 12, 2018property | ||
Schedule of Equity Method Investments [Line Items] | |||||||
Total assets | $ 14,261,607 | $ 14,261,607 | $ 14,705,578 | ||||
Real estate investments, net | 12,391,399 | 12,391,399 | 12,707,347 | ||||
Net income (loss) attributable to non-controlling interests | [1] | (1,797) | $ 778 | (1,055) | $ 1,130 | ||
VEREIT Operating Partnership, L.P. [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Total assets | 14,261,607 | 14,261,607 | 14,705,578 | ||||
Real estate investments, net | 12,391,399 | 12,391,399 | 12,707,347 | ||||
Net income (loss) attributable to non-controlling interests | [2] | $ (16) | $ (14) | $ (56) | $ (21) | ||
Mortgages [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of properties owned | property | 470 | 470 | 1 | ||||
Outstanding Balance | $ 2,022,593 | $ 2,022,593 | $ 2,071,038 | ||||
Joint ventures [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of joint ventures | joint_venture | 1 | 2 | 1 | ||||
Total assets | 32,700 | $ 32,700 | $ 33,700 | ||||
Real estate investments, net | $ 30,200 | $ 30,200 | $ 30,700 | ||||
Joint ventures [Member] | Consolidated Properties [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of properties owned | property | 1 | 1 | 1 | ||||
Joint ventures [Member] | Consolidated Properties [Member] | Mortgages [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Outstanding Balance | $ 14,900 | $ 14,900 | $ 14,900 | ||||
[1] | Represents net loss (income) attributable to limited partners and consolidated joint venture partners. | ||||||
[2] | Represents net loss attributable to consolidated joint venture partners. |
Real Estate Investments and R58
Real Estate Investments and Related Intangibles - Unconsolidated Joint Ventures Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($)joint_venture | Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($)joint_venture | Dec. 31, 2017USD ($)propertyjoint_venture | |
Schedule of Equity Method Investments [Line Items] | |||||
Investment in unconsolidated entities | $ 33,972 | $ 33,972 | $ 39,520 | ||
% of Outstanding Shares Owned | 90.00% | 90.00% | 90.00% | ||
Net (loss) income | $ 691 | $ 431 | |||
Underlying equity in net assets | $ 4,900 | 4,900 | $ 5,000 | ||
Unconsolidated Joint Venture [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in unconsolidated entities | 34,000 | 34,000 | $ 39,500 | ||
Net (loss) income | $ 300 | $ 600 | $ 700 | $ 900 | |
Unconsolidated Properties [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of properties owned | property | 1 | 1 | 1 | ||
Number of unconsolidated joint ventures | joint_venture | 2 | 2 | 2 | ||
Unconsolidated Property Dispositions, 2018 [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of disposed properties owned by unconsolidated joint ventures | property | 1 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Feb. 01, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets related to real estate assets held for sale and discontinued operations, net | $ 29,884 | $ 163,999 | |
Cole Capital [Member] | Held-for-sale of Disposed of by Sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration paid at closing | $ 120,000 | ||
Contingent consideration, payment period | 6 years | ||
Contingent consideration, maximum consideration receivable | $ 80,000 | ||
Assets related to real estate assets held for sale and discontinued operations, net | $ 125,700 |
Discontinued Operations - Incom
Discontinued Operations - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on disposition | $ 20,000 | ||||
Income from discontinued operations | $ 224 | $ 4,636 | $ 3,725 | $ 7,491 | |
Cole Capital [Member] | Held-for-sale of Disposed of by Sale [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Offering-related fees and reimbursements | 0 | 4,523 | 1,027 | 8,839 | |
Transaction service fees and reimbursements | 0 | 4,140 | 334 | 8,146 | |
Management fees and reimbursements | 0 | 18,845 | 6,452 | 37,236 | |
Total revenues | 0 | 27,508 | 7,813 | 54,221 | |
Cole Capital reallowed fees and commissions | 0 | 2,874 | 602 | 5,534 | |
Transaction costs | 0 | 0 | (654) | 0 | |
General and administrative | 0 | 14,437 | 4,450 | 30,354 | |
Amortization of intangible assets | 0 | 4,140 | 0 | 8,280 | |
Total operating expenses | 0 | 21,451 | 4,398 | 44,168 | |
Operating income | 0 | 6,057 | 3,415 | 10,053 | |
Other income, net | 0 | 4 | 0 | 9 | |
Gain (loss) on disposition | 224 | 0 | (1,785) | 0 | |
Income before taxes | 224 | 6,061 | 1,630 | 10,062 | |
Benefit from (provision for) income taxes | 0 | (1,425) | 2,095 | (2,571) | |
Income from discontinued operations | $ 224 | $ 4,636 | $ 3,725 | $ 7,491 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flows (Details) - Cole Capital [Member] - Held-for-sale of Disposed of by Sale [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash flows (used in) from operating activities | $ (10,438) | $ 18,013 |
Cash flows from investing activities | $ 122,915 | $ 0 |
Investment Securities, at Fai62
Investment Securities, at Fair Value - Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 35,489 | $ 40,974 |
CMBS [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 38,420 | 43,006 |
Gross Unrealized Gains | 598 | 895 |
Gross Unrealized Losses | (3,529) | (2,927) |
Fair Value | $ 35,489 | $ 40,974 |
Investment Securities, at Fai63
Investment Securities, at Fair Value - Narrative (Details) | 6 Months Ended | ||
Jun. 30, 2018USD ($)security | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)security | |
Debt Securities, Available-for-sale [Line Items] | |||
Investment securities, at fair value | $ 35,489,000 | $ 40,974,000 | |
Proceeds from investments at maturity | $ 1,351,000 | $ 0 | |
CMBS [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Number of securities owned | security | 6 | 8 | |
Investment securities, at fair value | $ 35,489,000 | $ 40,974,000 | |
Number of securities matured | security | 2 | ||
Proceeds from investments at maturity | $ 1,000,000 | ||
Number of securities with fair value below amortized cost | security | 5 | ||
Other-than-temporary impairment losses | $ 0 | ||
CMBS [Member] | Minimum [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Interest rate | 5.90% | ||
CMBS [Member] | Maximum [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Interest rate | 9.00% |
Investment Securities, at Fai64
Investment Securities, at Fair Value - Scheduled Maturity of CMBS (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value | ||
Total | $ 35,489 | $ 40,974 |
CMBS [Member] | ||
Amortized Cost | ||
Due within one year | 0 | |
Due after one year through five years | 13,700 | |
Due after five years through 10 years | 24,720 | |
Due after 10 years | 0 | |
Amortized Cost | 38,420 | 43,006 |
Fair Value | ||
Due within one year | 0 | |
Due after one year through five years | 14,279 | |
Due after five years through 10 years | 21,210 | |
Due after 10 years | 0 | |
Total | $ 35,489 | $ 40,974 |
Mortgage Notes Receivable - Nar
Mortgage Notes Receivable - Narrative (Details) - Mortgage notes receivable [Member] | 6 Months Ended |
Jun. 30, 2018loan | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of mortgage notes receivable | 8 |
Weighted-average interest rate | 6.20% |
Weighted-average years to maturity | 12 years 2 months 11 days |
Number of mortgage notes with capitalized principal and interest | 1 |
Mortgage Notes Receivable - Sch
Mortgage Notes Receivable - Schedule of Mortgage Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Carrying Value | $ 19,855 | $ 20,294 |
Mortgage notes receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Balance | 22,082 | |
Carrying Value | $ 19,855 | |
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 | 6.80% |
Mortgage Notes Receivable - Agg
Mortgage Notes Receivable - Aggregate Principal Payments (Details) - Mortgage notes receivable [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Due within one year | $ 960 |
Due after one year through five years | 4,587 |
Due after five years through 10 years | 7,125 |
Due after 10 years | 13,146 |
Total | 25,818 |
Interest scheduled to be capitalized | $ 3,700 |
Rent and Tenant Receivables a68
Rent and Tenant Receivables and Other Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Accounts receivable, net | $ 39,236 | $ 39,236 | $ 36,921 | ||
Straight-line rent receivable, net | 250,795 | 250,795 | 230,529 | ||
Deferred costs, net | 21,474 | 21,474 | 5,746 | ||
Prepaid expenses | 8,428 | 8,428 | 6,493 | ||
Leasehold improvements, property and equipment, net | 10,890 | 10,890 | 12,089 | ||
Restricted escrow deposits | 4,573 | 4,573 | 4,995 | ||
Income tax receivable | 2,139 | 2,139 | 3,213 | ||
Investment in Cole REITs | 7,844 | 7,844 | 3,264 | ||
Other amounts due from Cole REITs | 63 | 63 | 0 | ||
Other assets, net | 5,721 | 5,721 | 5,003 | ||
Total | 351,163 | 351,163 | 308,253 | ||
Due from affiliates, net | 0 | 0 | 6,041 | ||
Interest receivable reserves | 2,700 | 2,700 | 1,800 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 300 | $ 300 | 600 | $ 600 | |
Accumulated amortization | 5,300 | 5,300 | 4,700 | ||
Property and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | 400 | 400 | 800 | 800 | |
Line of Credit [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 2,100 | $ 2,600 | 4,700 | $ 5,200 | |
Accumulated amortization for deferred costs | 45,000 | 45,000 | 40,300 | ||
Accounts Receivable [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Allowance for doubtful accounts | 5,500 | 5,500 | 6,300 | ||
Allowance for suspended revenue recognition | 9,000 | 9,000 | 12,600 | ||
Rent Receivables [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Allowance for doubtful accounts | $ 1,100 | $ 1,100 | $ 2,000 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Derivative assets | $ 820 | $ 627 |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
CMBS | 35,489 | 40,974 |
Derivative assets | 820 | 627 |
Investment in Cole REITs | 7,844 | |
Total assets | 44,153 | 41,601 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
CMBS | 0 | 0 |
Derivative assets | 0 | 0 |
Investment in Cole REITs | 0 | |
Total assets | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Assets: | ||
CMBS | 0 | 0 |
Derivative assets | 820 | 627 |
Investment in Cole REITs | 0 | |
Total assets | 820 | 627 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
CMBS | 35,489 | 40,974 |
Derivative assets | 0 | 0 |
Investment in Cole REITs | 7,844 | |
Total assets | $ 43,333 | $ 40,974 |
Fair Value Measures - Reconcili
Fair Value Measures - Reconciliations of the changes in assets and liabilities with Level 3 inputs (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CMBS [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 40,974 | $ 47,215 |
Total gains and losses | ||
Unrealized loss included in other comprehensive income, net | (899) | (263) |
Realized loss included in other income, net | (34) | |
Unrealized gain included in other income, net | 0 | |
Purchases, issuance, settlements | ||
Return of principal received | (4,632) | (3,771) |
Amortization included in net income, net | 80 | (931) |
Sale of investments | 0 | |
Ending balance | 35,489 | $ 42,250 |
Cole Real Estate Investments, Inc. [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 3,264 | |
Total gains and losses | ||
Unrealized loss included in other comprehensive income, net | 0 | |
Realized loss included in other income, net | 0 | |
Unrealized gain included in other income, net | 5,102 | |
Purchases, issuance, settlements | ||
Return of principal received | 0 | |
Amortization included in net income, net | 0 | |
Sale of investments | (522) | |
Ending balance | $ 7,844 |
Fair Value Measures - Fair valu
Fair Value Measures - Fair value, by balance sheet grouping (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 6,081,920 | $ 6,121,676 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 6,086,659 | 6,263,898 |
Level 3 [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 19,855 | 20,294 |
Level 3 [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 22,688 | 28,272 |
Level 2 [Member] | Mortgage Notes Payable and other debt, net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,042,936 | 2,095,690 |
Level 2 [Member] | Mortgage Notes Payable and other debt, net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,068,169 | 2,144,522 |
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 | 2,849,124 | 2,848,768 |
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 | 2,818,598 | 2,922,027 |
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 | 994,860 | 992,218 |
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 | 1,004,892 | 1,012,349 |
Level 2 [Member] | Credit Facility [Member] | Credit Facilities [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 195,000 | 185,000 |
Level 2 [Member] | Credit Facility [Member] | Credit Facilities [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 195,000 | $ 185,000 |
Fair Value Measures - Narrative
Fair Value Measures - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)propertyshares | Jun. 30, 2017USD ($)property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired | property | 31 | 38 |
Impairment charges | $ 17,700 | $ 24,494 |
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 | 39,800 | 74,500 |
Estimate of Fair 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 | $ 22,100 | $ 50,000 |
CCIT II [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of years to commence liquidity event | 3 years | |
CCIT II [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of years to commence liquidity event | 5 years | |
CCPT V [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of years to commence liquidity event | 3 years | |
CCPT V [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of years to commence liquidity event | 6 years | |
CCIT III [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Shares redeemed (in shares) | shares | 0 | |
CCIT III [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of years to commence liquidity event | 5 years | |
CCIT III [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of years to commence liquidity event | 7 years | |
Measurement Input, Discount Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rates | 7.40% | |
Measurement Input, Discount Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rates | 7.50% | |
Measurement Input, Discount Rate [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rates | 7.40% | |
Measurement Input, Cap Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Alternative Investment, Measurement Input | 0.069 | |
Measurement Input, Cap Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Alternative Investment, Measurement Input | 0.077 | |
Measurement Input, Cap Rate [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Weighted average capitalization rate | 7.50% |
Fair Value Measures - Impairmen
Fair Value Measures - Impairment Charges by Asset Class (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($)property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired | property | 31 | 38 |
Total impairment loss | $ 17,700 | $ 24,494 |
Real Estate Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total impairment loss | 17,718 | 23,964 |
Direct Financing Leases [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total impairment loss | 0 | 553 |
Below-Market Lease Liabilities, Net [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total impairment loss | $ (18) | $ (23) |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Outstanding balance | $ 6,040,248 | $ 6,073,444 |
Weighted-average years to maturity | 4 years | |
Weighted-average interest rate | 4.20% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Debt [Roll Forward] | |
Total debt, Beginning balance | $ 6,073,444 |
Debt Issuances, Net | 675,128 |
Repayments, Extinguishment and Assumptions, Net | (713,620) |
Accretion and Amortization | 5,296 |
Total debt, Ending balance | 6,040,248 |
Mortgage Notes Payable and Other Debt [Member] | |
Debt [Roll Forward] | |
Total debt, Beginning balance | 2,082,692 |
Debt Issuances, Net | 128 |
Repayments, Extinguishment and Assumptions, Net | (48,620) |
Accretion and Amortization | (3,029) |
Total debt, Ending balance | 2,031,171 |
Mortgages [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 2,071,038 |
Net premiums (discount), Beginning balance | 24,652 |
Deferred costs, Beginning balance | (12,998) |
Debt Issuances | 128 |
Repayments, Extinguishment and Assumptions | (48,573) |
Repayments, Extinguishment and Assumptions of Debt, Premium, Amount | (47) |
Accretion and Amortization, (Premiums) Discount | (4,262) |
Accretion and Amortization, Deferred costs | 1,233 |
Outstanding balance, Ending balance | 2,022,593 |
Net premiums (discount), Ending balance | 20,343 |
Deferred costs, Ending balance | (11,765) |
Corporate Bonds [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 2,850,000 |
Net premiums (discount), Beginning balance | (1,232) |
Deferred costs, Beginning balance | (27,274) |
Total debt, Beginning balance | 2,821,494 |
Accretion and Amortization, (Premiums) Discount | 356 |
Accretion and Amortization, Deferred costs | 2,326 |
Accretion and Amortization | 2,682 |
Outstanding balance, Ending balance | 2,850,000 |
Net premiums (discount), Ending balance | (876) |
Deferred costs, Ending balance | (24,948) |
Total debt, Ending balance | 2,824,176 |
Convertible Debt [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 1,000,000 |
Net premiums (discount), Beginning balance | (7,782) |
Deferred costs, Beginning balance | (7,960) |
Total debt, Beginning balance | 984,258 |
Accretion and Amortization, (Premiums) Discount | 2,642 |
Accretion and Amortization, Deferred costs | 3,001 |
Accretion and Amortization | 5,643 |
Outstanding balance, Ending balance | 1,000,000 |
Net premiums (discount), Ending balance | (5,140) |
Deferred costs, Ending balance | (4,959) |
Total debt, Ending balance | 989,901 |
Credit Facility [Member] | |
Debt [Roll Forward] | |
Total debt, Beginning balance | 185,000 |
Debt Issuances, Net | 675,000 |
Repayments, Extinguishment and Assumptions, Net | (665,000) |
Accretion and Amortization | 0 |
Total debt, Ending balance | $ 195,000 |
Debt - Mortgage Notes Payable (
Debt - Mortgage Notes Payable (Details) $ in Thousands | Apr. 12, 2018USD ($)property | Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||
Weighted-Average Interest Rate | 4.20% | 4.20% | ||||
Weighted-Average Years to Maturity | 4 years | |||||
Gain on extinguishment and forgiveness of debt, net | $ 5,249 | $ 9,005 | $ 5,249 | $ 8,935 | ||
Mortgages [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Encumbered Properties | property | 1 | 470 | 470 | |||
Gross Carrying Value of Collateralized Properties | $ 4,058,308 | $ 4,058,308 | ||||
Outstanding Balance | $ 2,022,593 | $ 2,022,593 | $ 2,071,038 | |||
Weighted-Average Interest Rate | 4.89% | 4.89% | ||||
Mortgage notes in connection with default from non-recourse loan | $ 16,200 | |||||
Gain on extinguishment and forgiveness of debt, net | $ 5,200 | |||||
Mortgages [Member] | Weighted-Average [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Weighted-Average Years to Maturity | 3 years 9 months 5 days | |||||
Mortgages [Member] | Fixed-rate debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Encumbered Properties | property | 469 | 469 | ||||
Gross Carrying Value of Collateralized Properties | $ 4,025,324 | $ 4,025,324 | ||||
Outstanding Balance | $ 2,007,698 | $ 2,007,698 | ||||
Weighted-Average Interest Rate | 4.89% | 4.89% | ||||
Mortgages [Member] | Fixed-rate debt [Member] | Interest Rate Swap [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding Balance | $ 51,000 | $ 51,000 | ||||
Mortgages [Member] | Fixed-rate debt [Member] | Weighted-Average [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Weighted-Average Years to Maturity | 3 years 9 months 19 days | |||||
Mortgages [Member] | Variable-rate debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Encumbered Properties | property | 1 | 1 | ||||
Gross Carrying Value of Collateralized Properties | $ 32,984 | $ 32,984 | ||||
Outstanding Balance | $ 14,895 | $ 14,895 | ||||
Weighted-Average Interest Rate | 5.33% | 5.33% | ||||
Mortgages [Member] | Variable-rate debt [Member] | Weighted-Average [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Weighted-Average Years to Maturity | 1 month 19 days |
Debt - Aggregate Principal Repa
Debt - Aggregate Principal Repayments on Mortgage Notes (Details) - Mortgages [Member] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
July 1, 2018 - December 31, 2018 | $ 50,005 | |
2,019 | 222,789 | |
2,020 | 265,186 | |
2,021 | 352,770 | |
2,022 | 314,839 | |
Thereafter | 817,004 | |
Total | $ 2,022,593 | $ 2,071,038 |
Debt - Corporate Bonds (Details
Debt - Corporate Bonds (Details) - Corporate Bonds [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 2,850,000 | $ 2,850,000 |
Covenant terms, maximum limitation on incurrence of total debt, percentage of total assets | 65.00% | |
Covenant terms, maximum limitation on incurrence of secured debt, percentage of total assets | 40.00% | |
Covenant terms, minimum debt service coverage ratio | 1.5 | |
Covenant terms, minimum unencumbered asset value, percentage | 150.00% | |
VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 2,850,000 | |
Interest Rate | 4.033% | |
2019 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 750,000 | |
Interest Rate | 3.00% | |
Maximum number of days prior to maturity date | 30 days | |
Redemption price, percentage of principal | 100.00% | |
2021 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 400,000 | |
Interest Rate | 4.125% | |
Maximum number of days prior to maturity date | 30 days | |
Redemption price, percentage of principal | 100.00% | |
2024 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 500,000 | |
Interest Rate | 4.60% | |
Maximum number of days prior to maturity date | 90 days | |
Redemption price, percentage of principal | 100.00% | |
2026 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 4.875% | |
Maximum number of days prior to maturity date | 90 days | |
Redemption price, percentage of principal | 100.00% | |
2027 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 3.95% | |
Maximum number of days prior to maturity date | 90 days | |
Redemption price, percentage of principal | 100.00% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 4.20% | |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 1,000,000,000 | $ 1,000,000,000 |
Weighted-average interest rate | 3.30% | |
Carrying value conversion options in additional paid-in capital | $ 28,600,000 | |
Unamortized discount | $ 5,140,000 | $ 7,782,000 |
Remaining amortization period | 1 year 15 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% | |
Conversion Rate | 0.0605997 | |
Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 402,500,000 | |
Interest Rate | 3.75% | |
Conversion Rate | 0.0667249 |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) | 6 Months Ended | ||
Jun. 30, 2018USD ($) | May 23, 2018USD ($) | Dec. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 6,040,248,000 | $ 6,073,444,000 | |
Deferred costs, net | 21,474,000 | 5,746,000 | |
Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 195,000,000 | $ 185,000,000 | |
Length of extension option | 6 months | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 2,300,000,000 | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum aggregate amount outstanding at any one time | $ 50,000,000 | ||
Maximum leverage ratio (less than or equal to) | 60.00% | ||
Minimum fixed charge coverage ratio (of at least) | 1.5 | ||
Secured leverage ratio (less than or equal to) | 45.00% | ||
Unencumbered asset value ratio (less than or equal to) | 60.00% | ||
Minimum unencumbered interest coverage ratio (of at least) | 1.75 | ||
Deferred costs, net | $ 20,700,000 | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.10% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.30% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 2,000,000,000 | ||
Outstanding balance | $ 195,000,000 | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.775% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.55% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [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] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.55% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [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] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | One Month LIBOR [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 900,000,000 | ||
Outstanding balance | $ 0 | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.85% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.00% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.75% |
Derivatives and Hedging Activ81
Derivatives and Hedging Activities - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)loanderivative | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)loanderivative | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)derivative | |
Interest Rate Swap [Member] | |||||
Derivative [Line Items] | |||||
Amount of gain (loss) related to change in fair value and other ineffectiveness | $ 100,000 | $ (100,000) | $ 400,000 | $ (4,700) | |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | |||||
Derivative [Line Items] | |||||
Number of interest rate swaps | derivative | 0 | 0 | 0 | ||
Gain related to ineffective portion of change in fair value | $ 700,000 | $ 1,400,000 | |||
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||||
Derivative [Line Items] | |||||
Number of loan associated with derivative repaid in full | loan | 1 | 1 | |||
Number of interest rate swaps | derivative | 1 | 1 | 2 | ||
Notional amount | $ 51,015,000 | $ 51,015,000 | $ 78,949,000 | ||
Number of derivative instrument associated with loans repaid in full | derivative | 1 | 1 | |||
Not Designated as Hedging Instrument [Member] | One Interest Rate Swap [Member] | |||||
Derivative [Line Items] | |||||
Notional amount | $ 27,400,000 | $ 27,400,000 | |||
Not Designated as Hedging Instrument [Member] | One Interest Rate Swap [Member] | |||||
Derivative [Line Items] | |||||
Notional amount | $ 27,600,000 | $ 27,600,000 |
Derivatives and Hedging Activ82
Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Details) - Not Designated as Hedging Instrument [Member] - Interest Rate Swap [Member] $ in Thousands | Jun. 30, 2018USD ($)derivative | Dec. 31, 2017USD ($)derivative |
Derivative [Line Items] | ||
Number of Instruments | derivative | 1 | 2 |
Notional Amount | $ | $ 51,015 | $ 78,949 |
Derivatives and Hedging Activ83
Derivatives and Hedging Activities - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 820 | $ 627 |
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 | $ 820 | $ 627 |
Derivatives and Hedging Activ84
Derivatives and Hedging Activities - Tabular Disclosure Offsetting Derivatives (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 820 | $ 627 |
Gross Amounts of Recognized Liabilities | 0 | 0 |
Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Net Amounts of Assets Presented in the Consolidated Balance Sheets | 820 | 627 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets | 0 | 0 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ 820 | $ 627 |
Derivatives and Hedging Activ85
Derivatives and Hedging Activities - Effects on Statements of Operations (Details) - Designated as Hedging Instrument [Member] - Cash Flow Hedging [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ 56 | $ 240 | $ 161 | $ 710 |
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded | 70,320 | 73,621 | 140,745 | 147,364 |
Amount of gain recognized in income on cash flow hedges | $ 105 | $ 592 | $ 378 | $ 1,416 |
Supplemental Cash Flow Disclo86
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Supplemental Disclosures: | ||
Cash paid for interest | $ 59,136 | $ 137,477 |
Cash paid for income taxes | 4,919 | 8,365 |
Non-cash investing and financing activities: | ||
Accrued capital expenditures, tenant improvements and real estate developments | 4,490 | 2,582 |
Accrued deferred financing costs | 98 | 0 |
Accrued repurchases of common stock to settle tax obligation | 0 | 208 |
Distributions declared and unpaid | 142,494 | 143,420 |
Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure | 16,200 | 38,315 |
Mortgage notes payable assumed in real estate disposition | 0 | 66,000 |
Nonmonetary Exchanges: | ||
Real estate investments received | 0 | 50,212 |
Real estate investments relinquished and gain on disposition | 0 | (47,474) |
Rent and tenant receivables, intangible lease liability and other assets, net | 0 | (2,519) |
Real estate investments received from a ground lease expiration | $ 0 | $ 259 |
Accounts Payable and Accrued 87
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 46,055 | $ 47,116 |
Accrued real estate taxes | 28,756 | 26,131 |
Accrued legal fees | 33,602 | 30,854 |
Accounts payable | 2,661 | 2,570 |
Accrued other | 30,672 | 29,803 |
Total | $ 141,746 | $ 136,474 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation Narrative (Details) | Jun. 07, 2018USD ($) | Sep. 08, 2016plaintiff | Dec. 31, 2013USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 19, 2018 | Jan. 20, 2015lawsuit |
Loss Contingencies [Line Items] | |||||||
Litigation settlement payment | $ 90,000,000 | $ 90,000,000 | |||||
SDNY Actions [Member] | Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of claims | lawsuit | 10 | ||||||
Vanguard Action [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Litigation settlement payment | $ 90,000,000 | ||||||
Holdings as a percent of total pending shareholder actions | 13.00% | ||||||
Putative Class Action [Member] | Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Stipulation of settlement, maximum attorney fees | $ 625,000 | ||||||
Audit Committee Investigation [Member] | SDNY Actions [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of individuals in civil complaint | plaintiff | 2 |
Commitments and Contingencies89
Commitments and Contingencies - Future Obligations (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Ground Leases [Member] | |
Operating Leased Assets [Line Items] | |
July 1, 2018 - December 31, 2018 | $ 7,083 |
2,019 | 14,219 |
2,020 | 13,997 |
2,021 | 13,715 |
2,022 | 13,929 |
Thereafter | 212,479 |
Total | 275,422 |
Office Leases [Member] | |
Operating Leased Assets [Line Items] | |
July 1, 2018 - December 31, 2018 | 2,254 |
2,019 | 4,446 |
2,020 | 4,451 |
2,021 | 4,387 |
2,022 | 4,419 |
Thereafter | 3,996 |
Total | $ 23,953 |
Commitments and Contingencies90
Commitments and Contingencies - Purchase Commitments Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)propertyagreement | Dec. 31, 2017USD ($) | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Escrow deposits | $ 4,573 | $ 4,995 |
Purchase Commitment [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Number of purchase and sale agreements | agreement | 13 | |
Percentage of voting interests acquired | 100.00% | |
Number of properties acquired | property | 13 | |
Aggregate purchase price | $ 244,500 | |
Escrow deposits | $ 4,600 |
Equity - Common Stock and Gener
Equity - Common Stock and General Partner Common OP Units (Details) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares outstanding (shares) | 967,493,795 | 974,208,583 |
Common stock, shares issued (shares) | 967,493,795 | 974,208,583 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 967,493,795 | 974,208,583 |
General partners', units issued (shares) | 967,493,795 | 974,208,583 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | General Partner [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 967,500,000 | |
General partners', units issued (shares) | 967,500,000 |
Equity - Common Stock Continuou
Equity - Common Stock Continuous Offering Program (Details) - Common Stock [Member] - USD ($) | Jun. 30, 2018 | Sep. 19, 2016 |
Class of Stock [Line Items] | ||
Distribution agreement gross sales price (up to) | $ 750,000,000 | |
Distribution agreement stock issued | $ 0 |
Equity - Series F Preferred Sto
Equity - Series F Preferred Stock (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
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 |
Series F Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued (shares) | 42,800,000 | |
Preferred stock, dividend rate (percent) | 6.70% | |
Preferred stock, liquidation preference per share (in dollars per share) | $ 25 | |
Dividend rate (in dollars per share) | $ 1.675 | |
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 |
General partners', units outstanding (shares) | 42,834,138 | 42,834,138 |
Series F preferred units (shares) | 86,874 | 86,874 |
Limited partners', units outstanding (shares) | 86,874 | 86,874 |
Equity - Limited Partner OP Uni
Equity - Limited Partner OP Units (Details) - VEREIT Operating Partnership, L.P. [Member] - Common Stock [Member] - shares | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 23,715,908 | 23,748,347 |
Limited Partner [Member] | ||
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 23,700,000 | 23,750,000 |
Number of units requested for redemption (shares) | 13,100,000 |
Equity - Common Stock Dividends
Equity - Common Stock Dividends (Details) - $ / shares | May 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Equity [Abstract] | |||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.275 | $ 0.275 |
Annualized dividend rate (in dollars per share) | $ 0.55 | $ 0.55 |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Thousands | May 12, 2017 | Jun. 30, 2018 | May 02, 2018 | Dec. 31, 2017 | May 02, 2018 | May 03, 2018 |
The 2017 Share Repurchase Program [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Value of stock authorized for repurchase under stock repurchase program (up to) | $ 200,000,000 | |||||
Stock authorization period | 12 months | |||||
Repurchases of common stock under the Share Repurchase Program (shares) | 6,400 | 69 | ||||
Repurchases of common stock under the share repurchase program weighted average price per share (USD per share) | $ 6.94 | $ 7.50 | ||||
Repurchases of common stock under the Share Repurchase Program | $ 44,600,000 | $ 500,000 | $ 45,100,000 | |||
The 2018 Share Repurchase Program [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Value of stock authorized for repurchase under stock repurchase program (up to) | $ 200,000,000 | |||||
Repurchases of common stock under the Share Repurchase Program (shares) | 800 | |||||
Repurchases of common stock under the share repurchase program weighted average price per share (USD per share) | $ 6.95 | |||||
Repurchases of common stock under the Share Repurchase Program | $ 5,600,000 | |||||
Number of shares available for repurchase | 194,400 |
Equity - Common Stock Repurchas
Equity - Common Stock Repurchases (Details) shares in Millions | 6 Months Ended |
Jun. 30, 2018shares | |
General Partner [Member] | |
Class of Stock [Line Items] | |
Common stock repurchases (shares) | 0.3 |
Related Party Transactions an98
Related Party Transactions and Arrangements - Schedule of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 34 | $ 27,633 | $ 7,927 | $ 54,523 | |
Affiliated Entity [Member] | Revolving Credit Facility [Member] | Credit Facility [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest income on Affiliate Lines of Credit | 0 | 73 | 28 | 197 | |
Offering-related fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 0 | 4,523 | 1,027 | 8,839 | |
Selling commissions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 0 | 2,343 | 407 | 4,520 | |
Dealer manager and distribution fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 0 | 1,235 | 431 | 2,488 | |
Reimbursement revenue [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 0 | 945 | 189 | 1,831 | |
Transaction service fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 0 | 4,140 | 334 | 8,146 | |
Acquisition fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 0 | 3,373 | 119 | 6,645 | |
Reimbursement revenues [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 0 | 767 | 215 | 1,501 | |
Management fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 34 | 18,897 | 6,538 | 37,341 | |
Asset and property management fees and leasing fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 34 | 52 | 86 | 105 | |
Advisory and performance fee revenue [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 0 | 14,162 | 5,023 | 27,786 | |
Reimbursement revenues [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 0 | $ 4,683 | 1,429 | $ 9,450 | |
Selling commissions allowable [Member] | |||||
Related Party Transaction [Line Items] | |||||
Selling commissions reallowed | 100.00% | ||||
Selling commissions allowable [Member] | Cole REITs [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 | $ 500 | $ 200 | $ 1,000 |
Related Party Transactions an99
Related Party Transactions and Arrangements - Investment in the Cole REITs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Equity in income and gain on disposition of unconsolidated entities | $ 327 | $ 513 | $ 1,392 | $ 431 | |
Aggregate equity investments | 7,844 | 7,844 | $ 3,264 | ||
Net (loss) income | 691 | 431 | |||
Cole REITs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Net (loss) income | $ (100) | $ (500) | |||
Cole REITs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity in income and gain on disposition of unconsolidated entities | 600 | ||||
Aggregate equity investments | $ 7,800 | 7,800 | $ 3,300 | ||
Cole Real Estate Investments, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Gain included in other income, net | $ 5,102 |
Related Party Transactions a100
Related Party Transactions and Arrangements - Due to Cole REITs (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Accounts payable and accrued expenses | $ 141,746 | $ 136,474 |
Due to affiliates | 0 | 66 |
Cole REITs [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable and accrued expenses | $ 11 | |
Due to affiliates | $ 100 |
Related Party Transactions a101
Related Party Transactions and Arrangements - Due from Cole REITs (Details) - USD ($) | Sep. 23, 2016 | Jun. 30, 2018 | May 23, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||
Due from affiliates, net | $ 0 | $ 6,041,000 | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity | $ 2,300,000,000 | |||
CCI III OP [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from affiliates, net | $ 0 | 1,600,000 | ||
Maximum borrowing capacity | $ 30,000,000 | |||
Interest rate | 5.90% | |||
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% | |||
Excluding balances from Cole REITs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from affiliates, net | $ 63,000 | $ 4,400,000 |
Net Income (Loss) Per Share_102
Net Income (Loss) Per Share/Unit - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restricted Shares 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) | 186 | 215 | ||
Restricted Shares 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) | 186 | 215 | ||
Restricted Stock [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) | 36 | 78 | ||
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) | 23,700 | 23,700 | ||
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 2,800 | 2,000 | ||
Employee Stock Option [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) | 2,800 | 2,000 |
Net Income (Loss) Per Share_103
Net Income (Loss) Per Share/Unit - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
(Loss) Income from continuing operations | $ (74,691) | $ 29,550 | $ (45,655) | $ 41,485 |
Noncontrolling interests’ share in continuing operations | 1,802 | (671) | 1,144 | (954) |
Net (loss) income from continuing operations attributable to the General Partner/Operating Partnership | (72,889) | 28,879 | (44,511) | 40,531 |
Dividends to preferred units | (17,973) | (17,973) | (35,946) | (35,946) |
Net income (loss) from continuing operations available to the General Partner/Operating Partnership | (90,862) | 10,906 | (80,457) | 4,585 |
Earnings allocated to participating units | (11) | (212) | (22) | (391) |
Income from discontinued operations, net of income taxes | 224 | 4,636 | 3,725 | 7,491 |
Income from discontinued operations attributable to limited partners | (5) | (107) | (89) | (176) |
Net (loss) income available to common stockholders used in basic net (loss) income per share | (90,654) | 15,223 | (76,843) | 11,509 |
Income attributable to limited partners | 0 | 792 | 0 | 1,151 |
Net (loss) income available to common stockholders used in diluted net (loss) income per share | $ (90,654) | $ 16,015 | $ (76,843) | $ 12,660 |
Weighted average number of common stock outstanding - basic (shares) | 968,192,162 | 974,160,295 | 970,398,002 | 974,005,811 |
Dilutive potential common shares - OP Units (shares) | 0 | 23,933,215 | 0 | 24,019,403 |
Weighted average number of common shares - diluted (shares) | 968,192,162 | 998,093,510 | 970,398,002 | 998,025,214 |
Basic and diluted net (loss) income per share from continuing operations attributable to common stockholders (in dollars per share) | $ (0.09) | $ 0.01 | $ (0.08) | $ 0.01 |
Basic and diluted net income per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0.01 | 0 | 0.01 |
Basic and diluted net (loss) income per share attributable to common stockholders (in dollars per share) | $ (0.09) | $ 0.02 | $ (0.08) | $ 0.01 |
VEREIT Operating Partnership, L.P. [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
(Loss) Income from continuing operations | $ (74,691) | $ 29,550 | $ (45,655) | $ 41,485 |
Noncontrolling interests’ share in continuing operations | 16 | 14 | 56 | 21 |
Net (loss) income from continuing operations attributable to the General Partner/Operating Partnership | (74,675) | 29,564 | (45,599) | 41,506 |
Dividends to preferred units | (17,973) | (17,973) | (35,946) | (35,946) |
Net income (loss) from continuing operations available to the General Partner/Operating Partnership | (92,648) | 11,591 | (81,545) | 5,560 |
Earnings allocated to participating units | (11) | (212) | (22) | (391) |
Income from discontinued operations, net of income taxes | 224 | 4,636 | 3,725 | 7,491 |
Net (loss) income available to common stockholders used in diluted net (loss) income per share | $ (92,435) | $ 16,015 | $ (77,842) | $ 12,660 |
Weighted average number of common stock outstanding - basic (shares) | 991,914,486 | 997,908,642 | 994,133,266 | 997,754,158 |
Dilutive potential common shares - equity awards (shares) | 0 | 184,868 | 0 | 271,056 |
Weighted average number of common shares - diluted (shares) | 991,914,486 | 998,093,510 | 994,133,266 | 998,025,214 |
Basic and diluted net (loss) income per unit from continuing operations attributable to common unitholders (in dollars per share) | $ (0.09) | $ 0.01 | $ (0.08) | $ 0.01 |
Basic and diluted net income per unit from discontinued operations attributable to common unitholders (in dollars per share) | 0 | 0.01 | 0 | 0.01 |
Basic and diluted net (loss) income per unit attributable to common unitholders (in dollars per share) | $ (0.09) | $ 0.02 | $ (0.08) | $ 0.01 |
Subsequent Events - Real Estate
Subsequent Events - Real Estate Investment Activity (Details) $ in Thousands | 1 Months Ended | 6 Months Ended |
Jul. 26, 2018USD ($)property | Jun. 30, 2018USD ($)property | |
Acquisitions 2018 [Member] | ||
Subsequent Event [Line Items] | ||
Number of properties acquired | property | 19 | |
Aggregate purchase price | $ 181,240 | |
Subsequent Event [Member] | Acquisitions 2018 [Member] | ||
Subsequent Event [Line Items] | ||
Number of properties acquired | property | 14 | |
Aggregate purchase price | $ 74,200 | |
Subsequent Event [Member] | Property Disposition, 2018 [Member] | ||
Subsequent Event [Line Items] | ||
Number of real estate properties disposed | property | 10 | |
Aggregate gross sales price | $ 43,100 | |
Company's share of proceeds | 39,300 | |
Estimated gain on sale of properties | $ 7,300 |
Subsequent Events - Convertible
Subsequent Events - Convertible Debt (Details) - Convertible Debt [Member] - USD ($) $ in Thousands | Aug. 01, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||
Outstanding Balance | $ 1,000,000 | $ 1,000,000 | |
2018 Convertible Notes [Member] | |||
Subsequent Event [Line Items] | |||
Outstanding Balance | $ 597,500 | ||
2018 Convertible Notes [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Outstanding Balance | $ 597,500 |
Subsequent Events - Common Stoc
Subsequent Events - Common Stock Dividend (Details) - $ / shares | Aug. 02, 2018 | May 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Subsequent Event [Line Items] | ||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.275 | $ 0.275 | |
Annualized dividend rate (in dollars per share) | $ 0.55 | $ 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 S
Subsequent Events - Preferred Stock Dividend (Details) - Subsequent Event [Member] | Aug. 02, 2018$ / 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 (in dollars per share) | $ 0.1395833 |