Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Cover Page | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-35263 | |
Entity Registrant Name | VEREIT, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 45-2482685 | |
Entity Address, Address Line One | 2325 E. Camelback Road, 9th Floor | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85016 | |
City Area Code | 800 | |
Local Phone Number | 606-3610 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | VER | |
Security Exchange Name | NYSE | |
Entity Central Index Key | 0001507385 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,067,688,887 | |
VEREIT Operating Partnership, L.P. [Member] | ||
Cover Page | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 333-197780 | |
Entity Registrant Name | VEREIT Operating Partnership, L.P. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-1255683 | |
Entity Address, Address Line One | 2325 E. Camelback Road, 9th Floor | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85016 | |
City Area Code | 800 | |
Local Phone Number | 606-3610 | |
Title of 12(b) Security | 6.70% Series F Cumulative Redeemable Preferred Stock | |
Trading Symbol | VER PF | |
Security Exchange Name | NYSE | |
Entity Central Index Key | 0001528059 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Real estate investments, at cost: | ||
Land | $ 2,728,560 | $ 2,843,212 |
Buildings, fixtures and improvements | 10,287,047 | 10,749,228 |
Intangible lease assets | 1,909,932 | 2,012,399 |
Total real estate investments, at cost | 14,925,539 | 15,604,839 |
Less: accumulated depreciation and amortization | 3,559,403 | 3,436,772 |
Total real estate investments, net | 11,366,136 | 12,168,067 |
Operating lease right-of-use assets | 218,393 | 0 |
Investment in unconsolidated entities | 69,025 | 35,289 |
Cash and cash equivalents | 1,029,315 | 30,758 |
Restricted cash | 20,742 | 22,905 |
Rent and tenant receivables and other assets, net | 347,455 | 366,092 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 66,684 | 2,609 |
Total assets | 14,455,523 | 13,963,493 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,717,817 | 1,922,657 |
Corporate bonds, net | 2,622,320 | 3,368,609 |
Convertible debt, net | 397,726 | 394,883 |
Credit facility, net | 895,351 | 401,773 |
Below-market lease liabilities, net | 147,997 | 173,479 |
Accounts payable and accrued expenses | 1,125,703 | 145,611 |
Deferred rent and other liabilities | 101,828 | 69,714 |
Distributions payable | 201,451 | 186,623 |
Operating lease liabilities | 223,288 | 0 |
Total liabilities | 7,433,481 | 6,663,349 |
Commitments and contingencies (Note 10) | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 38,871,246 and 42,834,138 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 389 | 428 |
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,067,688,887 and 967,515,165 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 10,677 | 9,675 |
Additional paid-in capital | 13,360,675 | 12,615,472 |
Accumulated other comprehensive loss | (47,886) | (1,280) |
Accumulated deficit | (6,306,590) | (5,467,236) |
Total stockholders’ equity | 7,017,265 | 7,157,059 |
Non-controlling interests | 4,777 | 143,085 |
Total equity | 7,022,042 | 7,300,144 |
Total liabilities and equity | 14,455,523 | 13,963,493 |
VEREIT Operating Partnership, L.P. [Member] | ||
Real estate investments, at cost: | ||
Land | 2,728,560 | 2,843,212 |
Buildings, fixtures and improvements | 10,287,047 | 10,749,228 |
Intangible lease assets | 1,909,932 | 2,012,399 |
Total real estate investments, at cost | 14,925,539 | 15,604,839 |
Less: accumulated depreciation and amortization | 3,559,403 | 3,436,772 |
Total real estate investments, net | 11,366,136 | 12,168,067 |
Operating lease right-of-use assets | 218,393 | 0 |
Investment in unconsolidated entities | 69,025 | 35,289 |
Cash and cash equivalents | 1,029,315 | 30,758 |
Restricted cash | 20,742 | 22,905 |
Rent and tenant receivables and other assets, net | 347,455 | 366,092 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 66,684 | 2,609 |
Total assets | 14,455,523 | 13,963,493 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,717,817 | 1,922,657 |
Corporate bonds, net | 2,622,320 | 3,368,609 |
Convertible debt, net | 397,726 | 394,883 |
Credit facility, net | 895,351 | 401,773 |
Below-market lease liabilities, net | 147,997 | 173,479 |
Accounts payable and accrued expenses | 1,125,703 | 145,611 |
Deferred rent and other liabilities | 101,828 | 69,714 |
Distributions payable | 201,451 | 186,623 |
Operating lease liabilities | 223,288 | 0 |
Total liabilities | 7,433,481 | 6,663,349 |
Commitments and contingencies (Note 10) | ||
Total partners’ equity | 7,020,790 | 7,298,873 |
Non-controlling interests | 1,252 | 1,271 |
Total equity | 7,022,042 | 7,300,144 |
Total liabilities and equity | 14,455,523 | 13,963,493 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 595,781 | 710,325 |
Limited Partners' capital account | 1,891 | 2,883 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 6,421,484 | 6,446,734 |
Limited Partners' capital account | $ 1,634 | $ 138,931 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
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) | 38,871,246 | 42,834,138 |
Preferred stock, shares outstanding (shares) | 38,871,246 | 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) | 1,067,688,887 | 967,515,165 |
Common stock, shares outstanding (shares) | 1,067,688,887 | 967,515,165 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
General partners', units issued (shares) | 38,900,000 | |
General partners', units outstanding (shares) | 38,900,000 | |
Limited partners', units issued (shares) | 49,766 | 86,874 |
Limited partners', units outstanding (shares) | 49,766 | 86,874 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Limited partners', units issued (shares) | 20,800,000 | 23,700,000 |
Limited partners', units outstanding (shares) | 23,700,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Rental revenue | $ 302,985,000 | $ 313,866,000 | $ 931,871,000 | $ 944,604,000 | |
Operating expenses: | |||||
Acquisition-related | 1,199,000 | 810,000 | 3,169,000 | 2,496,000 | |
Litigation and non-routine costs, net | 832,024,000 | 138,595,000 | 806,763,000 | 267,422,000 | |
Property operating | 30,822,000 | 31,893,000 | 95,703,000 | 93,894,000 | |
General and administrative | 14,483,000 | 15,186,000 | 45,745,000 | 46,713,000 | |
Depreciation and amortization | 115,111,000 | 157,181,000 | 369,688,000 | 487,568,000 | |
Impairments | 3,944,000 | 18,382,000 | 24,240,000 | 36,082,000 | |
Restructuring | 783,000 | 0 | 10,149,000 | 0 | |
Total operating expenses | 998,366,000 | 362,047,000 | 1,355,457,000 | 934,175,000 | |
Other (expenses) income: | |||||
Interest expense | (67,889,000) | (69,310,000) | (208,946,000) | (210,055,000) | |
Gain (loss) on extinguishment and forgiveness of debt, net | 975,000 | 90,000 | (497,000) | 5,339,000 | |
Other income (loss), net | 2,737,000 | (947,000) | 5,510,000 | 8,082,000 | |
Equity in income and gain on disposition of unconsolidated entities | 677,000 | 252,000 | 1,682,000 | 1,644,000 | |
Gain on disposition of real estate and real estate assets held for sale, net | 18,520,000 | 45,295,000 | 251,106,000 | 68,451,000 | |
Total other expenses, net | (44,980,000) | (24,620,000) | 48,855,000 | (126,539,000) | |
Loss before taxes | (740,361,000) | (72,801,000) | (374,731,000) | (116,110,000) | |
Provision for income taxes | (1,168,000) | (1,141,000) | (3,543,000) | (3,487,000) | |
Loss from continuing operations | (741,529,000) | (73,942,000) | (378,274,000) | (119,597,000) | |
Income from discontinued operations, net of income taxes | 0 | 0 | 0 | 3,725,000 | |
Net loss | (741,529,000) | (73,942,000) | (378,274,000) | (115,872,000) | |
Net loss attributable to non-controlling interests | [1] | 15,089,000 | 1,825,000 | 6,796,000 | 2,880,000 |
Net loss attributable to the General Partner / OP | $ (726,440,000) | $ (72,117,000) | $ (371,478,000) | $ (112,992,000) | |
Basic and diluted net loss per share from continuing operations attributable to common stockholders (in dollars per share) | $ (0.76) | $ (0.09) | $ (0.43) | $ (0.18) | |
Basic and diluted net income per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0 | 0 | 0 | |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | [2] | $ (0.76) | $ (0.09) | $ (0.43) | $ (0.17) |
VEREIT Operating Partnership, L.P. [Member] | |||||
Rental revenue | $ 302,985,000 | $ 313,866,000 | $ 931,871,000 | $ 944,604,000 | |
Operating expenses: | |||||
Acquisition-related | 1,199,000 | 810,000 | 3,169,000 | 2,496,000 | |
Litigation and non-routine costs, net | 832,024,000 | 138,595,000 | 806,763,000 | 267,422,000 | |
Property operating | 30,822,000 | 31,893,000 | 95,703,000 | 93,894,000 | |
General and administrative | 14,483,000 | 15,186,000 | 45,745,000 | 46,713,000 | |
Depreciation and amortization | 115,111,000 | 157,181,000 | 369,688,000 | 487,568,000 | |
Impairments | 3,944,000 | 18,382,000 | 24,240,000 | 36,082,000 | |
Restructuring | 783,000 | 0 | 10,149,000 | 0 | |
Total operating expenses | 998,366,000 | 362,047,000 | 1,355,457,000 | 934,175,000 | |
Other (expenses) income: | |||||
Interest expense | (67,889,000) | (69,310,000) | (208,946,000) | (210,055,000) | |
Gain (loss) on extinguishment and forgiveness of debt, net | 975,000 | 90,000 | (497,000) | 5,339,000 | |
Other income (loss), net | 2,737,000 | (947,000) | 5,510,000 | 8,082,000 | |
Equity in income and gain on disposition of unconsolidated entities | 677,000 | 252,000 | 1,682,000 | 1,644,000 | |
Gain on disposition of real estate and real estate assets held for sale, net | 18,520,000 | 45,295,000 | 251,106,000 | 68,451,000 | |
Total other expenses, net | (44,980,000) | (24,620,000) | 48,855,000 | (126,539,000) | |
Loss before taxes | (740,361,000) | (72,801,000) | (374,731,000) | (116,110,000) | |
Provision for income taxes | (1,168,000) | (1,141,000) | (3,543,000) | (3,487,000) | |
Loss from continuing operations | (741,529,000) | (73,942,000) | (378,274,000) | (119,597,000) | |
Income from discontinued operations, net of income taxes | 0 | 0 | 0 | 3,725,000 | |
Net loss | (741,529,000) | (73,942,000) | (378,274,000) | (115,872,000) | |
Net loss attributable to non-controlling interests | [3] | 25,000 | 57,000 | 83,000 | 113,000 |
Net loss attributable to the General Partner / OP | $ (741,504,000) | $ (73,885,000) | $ (378,191,000) | $ (115,759,000) | |
Basic and diluted net loss per unit from continuing operations attributable to common unitholders (in dollars per share) | $ (0.76) | $ (0.09) | $ (0.43) | $ (0.18) | |
Basic and diluted net income per unit from discontinued operations attributable to common unitholders (in dollars per share) | 0 | 0 | 0 | 0 | |
Basic and diluted net loss per unit attributable to common unitholders (in dollars per share) | [4] | $ (0.76) | $ (0.09) | $ (0.43) | $ (0.17) |
[1] | Represents loss attributable to limited partners and a consolidated joint venture partner. | ||||
[2] | Amounts may not total due to rounding. | ||||
[3] | Represents net loss attributable to a consolidated joint venture partner. | ||||
[4] | Amounts may not total due to rounding. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Net loss | $ (741,529) | $ (73,942) | $ (378,274) | $ (115,872) | |
Other comprehensive (loss) income: | |||||
Unrealized loss on interest rate derivatives | (20,927) | 0 | (48,539) | 0 | |
Reclassification of previous loss on interest rate derivatives into net loss | 656 | 53 | 870 | 214 | |
Unrealized gain (loss) on investment securities, net | 0 | 828 | 0 | (71) | |
Reclassification of previous unrealized loss on investment securities into net loss as other income, net | 0 | 2,457 | 0 | 2,457 | |
Total other comprehensive (loss) income | (20,271) | 3,338 | (47,669) | 2,600 | |
Total comprehensive loss | (761,800) | (70,604) | (425,943) | (113,272) | |
Comprehensive loss attributable to non-controlling interests | [1] | 15,500 | 1,746 | 7,859 | 2,818 |
Total comprehensive loss attributable to the General Partner / OP | (746,300) | (68,858) | (418,084) | (110,454) | |
VEREIT Operating Partnership, L.P. [Member] | |||||
Net loss | (741,529) | (73,942) | (378,274) | (115,872) | |
Other comprehensive (loss) income: | |||||
Unrealized loss on interest rate derivatives | (20,927) | 0 | (48,539) | 0 | |
Reclassification of previous loss on interest rate derivatives into net loss | 656 | 53 | 870 | 214 | |
Unrealized gain (loss) on investment securities, net | 0 | 828 | 0 | (71) | |
Reclassification of previous unrealized loss on investment securities into net loss as other income, net | 0 | 2,457 | 0 | 2,457 | |
Total other comprehensive (loss) income | (20,271) | 3,338 | (47,669) | 2,600 | |
Total comprehensive loss | (761,800) | (70,604) | (425,943) | (113,272) | |
Comprehensive loss attributable to non-controlling interests | [2] | 25 | 57 | 83 | 113 |
Total comprehensive loss attributable to the General Partner / OP | $ (761,775) | $ (70,547) | $ (425,860) | $ (113,159) | |
[1] | Represents comprehensive loss | ||||
[2] | Represents comprehensive loss attributable to a consolidated joint venture partner. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Total Stockholders’ Equity | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Non-Controlling Interests [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member]Total Stockholders’ Equity | Convertible Preferred Stock [Member]Accumulated Deficit [Member] | Convertible Preferred Stock [Member]Non-Controlling Interests [Member] |
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] | ||||||||||||
Repurchases of Common Stock under the share repurchase programs (shares) | (6,399,666) | |||||||||||
Repurchases of Common Stock under the share repurchase programs | (44,585) | (44,585) | $ (64) | (44,521) | ||||||||
Repurchases of Common Stock to settle tax obligation (shares) | (230,436) | |||||||||||
Repurchases of Common Stock to settle tax obligation | (1,660) | (1,660) | $ (2) | (1,658) | ||||||||
Equity-based compensation, net (shares) | 576,005 | |||||||||||
Equity-based compensation, net | 2,932 | 2,932 | $ 5 | 2,927 | ||||||||
Distributions declared on Common Stock — $0.1375 per common share | (133,104) | (133,104) | (133,104) | |||||||||
Distributions to non-controlling interest holders | (3,264) | (3,264) | ||||||||||
Dividend equivalents on awards granted under the Equity Plan | (522) | (522) | (522) | |||||||||
Distributions to preferred shareholders and unitholders | $ (17,973) | $ (17,937) | $ (17,937) | $ (36) | ||||||||
Net income (loss) | 32,537 | 31,795 | 31,795 | 742 | ||||||||
Other comprehensive loss | (732) | (715) | (715) | (17) | ||||||||
Ending balance (shares) at Mar. 31, 2018 | 42,834,138 | 968,154,486 | ||||||||||
Ending balance at Mar. 31, 2018 | 7,876,505 | 7,720,482 | $ 428 | $ 9,681 | 12,611,006 | (4,284) | (4,896,349) | 156,023 | ||||
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] | ||||||||||||
Distributions payable relinquished | 0 | |||||||||||
Cumulative adjustment for stock forfeitures | 0 | |||||||||||
Net income (loss) | (115,872) | |||||||||||
Other comprehensive loss | 2,600 | |||||||||||
Ending balance (shares) at Sep. 30, 2018 | 42,834,138 | 967,522,113 | ||||||||||
Ending balance at Sep. 30, 2018 | 7,423,874 | 7,278,110 | $ 428 | $ 9,674 | 12,612,407 | (1,031) | (5,343,368) | 145,764 | ||||
Beginning balance (shares) at Mar. 31, 2018 | 42,834,138 | 968,154,486 | ||||||||||
Beginning balance at Mar. 31, 2018 | 7,876,505 | 7,720,482 | $ 428 | $ 9,681 | 12,611,006 | (4,284) | (4,896,349) | 156,023 | ||||
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 the share repurchase programs (shares) | (807,210) | |||||||||||
Repurchases of Common Stock under the share repurchase programs | (5,569) | (5,569) | $ (8) | (5,561) | ||||||||
Repurchases of Common Stock to settle tax obligation (shares) | (69,931) | |||||||||||
Repurchases of Common Stock to settle tax obligation | (488) | (488) | $ (1) | (487) | ||||||||
Equity-based compensation, net (shares) | 184,011 | |||||||||||
Equity-based compensation, net | 3,948 | 3,948 | $ 2 | 3,946 | ||||||||
Distributions declared on Common Stock — $0.1375 per common share | (133,010) | (133,010) | (133,010) | |||||||||
Distributions to non-controlling interest holders | (3,262) | (3,262) | ||||||||||
Dividend equivalents on awards granted under the Equity Plan | (274) | (274) | (274) | |||||||||
Distributions to preferred shareholders and unitholders | (17,973) | (17,937) | (17,937) | (36) | ||||||||
Net income (loss) | (74,467) | (72,670) | (72,670) | (1,797) | ||||||||
Other comprehensive loss | (6) | (6) | (6) | 0 | ||||||||
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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Repurchases of Common Stock to settle tax obligation (shares) | (7,597) | |||||||||||
Repurchases of Common Stock to settle tax obligation | (61) | (61) | $ 0 | (61) | ||||||||
Equity-based compensation, net (shares) | 35,915 | |||||||||||
Equity-based compensation, net | 3,323 | 3,323 | $ 0 | 3,323 | ||||||||
Contributions from non-controlling interest holders | 120 | 120 | ||||||||||
Distributions declared on Common Stock — $0.1375 per common share | (133,015) | (133,015) | (133,015) | |||||||||
Distributions to non-controlling interest holders | (3,261) | (3,261) | ||||||||||
Dividend equivalents on awards granted under the Equity Plan | (59) | (59) | (59) | |||||||||
Distributions to preferred shareholders and unitholders | (17,973) | (17,937) | (17,937) | (36) | ||||||||
Net income (loss) | (73,942) | (72,117) | (72,117) | (1,825) | ||||||||
Other comprehensive loss | 3,338 | 3,259 | 3,259 | 79 | ||||||||
Ending balance (shares) at Sep. 30, 2018 | 42,834,138 | 967,522,113 | ||||||||||
Ending balance at Sep. 30, 2018 | 7,423,874 | 7,278,110 | $ 428 | $ 9,674 | 12,612,407 | (1,031) | (5,343,368) | 145,764 | ||||
Beginning balance (shares) at Dec. 31, 2018 | 42,834,138 | 967,515,165 | ||||||||||
Beginning balance at Dec. 31, 2018 | 7,300,144 | 7,157,059 | $ 428 | $ 9,675 | 12,615,472 | (1,280) | (5,467,236) | 143,085 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of Common Stock, net (shares) | 3,309,808 | |||||||||||
Issuance of Common Stock, net | 27,544 | 27,544 | $ 33 | 27,511 | ||||||||
Conversion of OP Units to Common Stock (shares) | 0 | |||||||||||
Conversion of OP Units to Common Stock | 0 | (26) | $ 0 | (26) | 26 | |||||||
Conversion of Series F Preferred Units to Series F Preferred Stock (shares) | 37,108 | |||||||||||
Conversion of Series F Preferred Units to Series F Preferred Stock | 0 | 923 | $ 1 | 922 | (923) | |||||||
Repurchases of Common Stock to settle tax obligation (shares) | (199,083) | |||||||||||
Repurchases of Common Stock to settle tax obligation | (1,595) | (1,595) | $ (2) | (1,593) | ||||||||
Equity-based compensation, net (shares) | 950,487 | |||||||||||
Equity-based compensation, net | 2,872 | 2,872 | $ 10 | 2,862 | ||||||||
Contributions from non-controlling interest holders | 64 | 64 | ||||||||||
Distributions declared on Common Stock — $0.1375 per common share | (133,480) | (133,480) | (133,480) | |||||||||
Distributions to non-controlling interest holders | (3,262) | (3,262) | ||||||||||
Dividend equivalents on awards granted under the Equity Plan | (1,222) | (1,222) | (1,222) | |||||||||
Distributions to preferred shareholders and unitholders | (17,973) | (17,940) | (17,940) | (33) | ||||||||
Net income (loss) | 70,971 | 69,304 | 69,304 | 1,667 | ||||||||
Other comprehensive loss | (11,189) | (10,922) | (10,922) | (267) | ||||||||
Ending balance (shares) at Mar. 31, 2019 | 42,871,246 | 971,576,377 | ||||||||||
Ending balance at Mar. 31, 2019 | 7,232,874 | 7,092,517 | $ 429 | $ 9,716 | 12,645,148 | (12,202) | (5,550,574) | 140,357 | ||||
Beginning balance (shares) at Dec. 31, 2018 | 42,834,138 | 967,515,165 | ||||||||||
Beginning balance at Dec. 31, 2018 | 7,300,144 | 7,157,059 | $ 428 | $ 9,675 | 12,615,472 | (1,280) | (5,467,236) | 143,085 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distributions payable relinquished | 7,799 | |||||||||||
Cumulative adjustment for stock forfeitures | (191,974) | |||||||||||
Net income (loss) | (378,274) | |||||||||||
Other comprehensive loss | (47,669) | |||||||||||
Ending balance (shares) at Sep. 30, 2019 | 38,871,246 | 1,067,688,887 | ||||||||||
Ending balance at Sep. 30, 2019 | 7,022,042 | 7,017,265 | $ 389 | $ 10,677 | 13,360,675 | (47,886) | (6,306,590) | 4,777 | ||||
Beginning balance (shares) at Mar. 31, 2019 | 42,871,246 | 971,576,377 | ||||||||||
Beginning balance at Mar. 31, 2019 | 7,232,874 | 7,092,517 | $ 429 | $ 9,716 | 12,645,148 | (12,202) | (5,550,574) | 140,357 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of Common Stock, net (shares) | 1,773,456 | |||||||||||
Issuance of Common Stock, net | 14,534 | 14,534 | $ 18 | 14,516 | ||||||||
Repurchases of Common Stock to settle tax obligation (shares) | 0 | |||||||||||
Repurchases of Common Stock to settle tax obligation | (9) | (9) | $ 0 | (9) | ||||||||
Equity-based compensation, net (shares) | 36,066 | |||||||||||
Equity-based compensation, net | 3,883 | 3,883 | $ 0 | 3,883 | ||||||||
Distributions declared on Common Stock — $0.1375 per common share | (133,841) | (133,841) | (133,841) | |||||||||
Distributions to non-controlling interest holders | (3,264) | (3,264) | ||||||||||
Dividend equivalents on awards granted under the Equity Plan | (44) | (44) | (44) | |||||||||
Distributions to preferred shareholders and unitholders | (17,973) | (17,958) | (17,958) | (15) | ||||||||
Distributions payable relinquished | 6,429 | 6,429 | ||||||||||
Cumulative adjustment for stock forfeitures | (26,537) | (8,520) | (8,520) | (18,017) | ||||||||
Net income (loss) | 292,284 | 285,658 | 285,658 | 6,626 | ||||||||
Other comprehensive loss | (16,209) | (15,824) | (15,824) | (385) | ||||||||
Ending balance (shares) at Jun. 30, 2019 | 42,871,246 | 973,385,899 | ||||||||||
Ending balance at Jun. 30, 2019 | 7,352,127 | 7,220,396 | $ 429 | $ 9,734 | 12,655,018 | (28,026) | (5,416,759) | 131,731 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of Common Stock, net (shares) | 94,300,000 | |||||||||||
Issuance of Common Stock, net | 886,926 | 886,926 | $ 943 | 885,983 | ||||||||
Redemption of Series F Preferred Stock (shares) | (4,000,000) | |||||||||||
Redemption of Series F Preferred Stock | (100,096) | (100,096) | $ (40) | (100,056) | ||||||||
Repurchases of Common Stock to settle tax obligation (shares) | (1,248) | |||||||||||
Repurchases of Common Stock to settle tax obligation | (14) | (14) | (14) | |||||||||
Equity-based compensation, net (shares) | 4,236 | |||||||||||
Equity-based compensation, net | 3,144 | 3,144 | 3,144 | |||||||||
Distributions declared on Common Stock — $0.1375 per common share | (146,808) | (146,808) | (146,808) | |||||||||
Distributions to non-controlling interest holders | (2,859) | (2,859) | ||||||||||
Dividend equivalents on awards granted under the Equity Plan | (26) | (26) | (26) | 0 | ||||||||
Distributions to preferred shareholders and unitholders | $ (16,578) | $ (16,557) | $ (16,557) | $ (21) | ||||||||
Cumulative adjustment for stock forfeitures | (191,974) | (83,400) | (83,400) | (108,574) | ||||||||
Net income (loss) | (741,529) | (726,440) | (726,440) | (15,089) | ||||||||
Other comprehensive loss | (20,271) | (19,860) | (19,860) | (411) | ||||||||
Ending balance (shares) at Sep. 30, 2019 | 38,871,246 | 1,067,688,887 | ||||||||||
Ending balance at Sep. 30, 2019 | $ 7,022,042 | $ 7,017,265 | $ 389 | $ 10,677 | $ 13,360,675 | $ (47,886) | $ (6,306,590) | $ 4,777 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - OP - USD ($) $ in Thousands | Total | 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, 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] | ||||||||
Repurchases of Common Stock under the share repurchase programs (shares) | (6,399,666) | |||||||
Repurchases of Common Stock under the share repurchase programs | $ (44,585) | (44,585) | (44,585) | $ (44,585) | ||||
Repurchases of Common OP Units to settle tax obligation (shares) | (230,436) | |||||||
Repurchases of common OP Units to settle tax obligation | (1,660) | (1,660) | (1,660) | $ (1,660) | ||||
Equity-based compensation, net forfeitures (shares) | 576,005 | |||||||
Equity-based compensation, net | 2,932 | 2,932 | $ 2,932 | |||||
Distributions to common OP Units and non-controlling interests —$0.1375 per common unit | (3,264) | (136,368) | (136,368) | (133,104) | (3,264) | |||
Dividend equivalents on awards granted under the Equity Plan | (522) | (522) | (522) | (522) | ||||
Distributions to Preferred OP Units | (17,973) | (17,973) | $ (17,937) | $ (36) | ||||
Net income (loss) | 32,537 | 32,537 | 32,577 | 31,795 | 782 | (40) | ||
Other comprehensive income (loss) | (732) | (732) | (732) | $ (715) | $ (17) | |||
Ending balance (shares) at Mar. 31, 2018 | 42,834,138 | 86,874 | 968,154,486 | 23,748,347 | ||||
Ending balance at Mar. 31, 2018 | 7,876,505 | 7,875,240 | $ 764,136 | $ 2,991 | $ 6,956,346 | $ 151,767 | 1,265 | |
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] | ||||||||
Distributions payable relinquished | 0 | |||||||
Surrender of Limited Partner OP Units | 0 | |||||||
Net income (loss) | (115,872) | (115,872) | ||||||
Other comprehensive income (loss) | 2,600 | 2,600 | ||||||
Ending balance (shares) at Sep. 30, 2018 | 42,834,138 | 86,874 | 967,522,113 | 23,715,908 | ||||
Ending balance at Sep. 30, 2018 | 7,423,874 | 7,422,562 | $ 728,262 | $ 2,919 | $ 6,549,848 | $ 141,533 | 1,312 | |
Beginning balance (shares) at Mar. 31, 2018 | 42,834,138 | 86,874 | 968,154,486 | 23,748,347 | ||||
Beginning balance at Mar. 31, 2018 | 7,876,505 | 7,875,240 | $ 764,136 | $ 2,991 | $ 6,956,346 | $ 151,767 | 1,265 | |
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) | ||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | 0 | |||||||
Repurchases of Common Stock under the share repurchase programs (shares) | (807,210) | |||||||
Repurchases of Common Stock under the share repurchase programs | (5,569) | (5,569) | (5,569) | $ (5,569) | ||||
Repurchases of Common OP Units to settle tax obligation (shares) | (69,931) | |||||||
Repurchases of common OP Units to settle tax obligation | (488) | (488) | (488) | $ (488) | ||||
Equity-based compensation, net forfeitures (shares) | 184,011 | |||||||
Equity-based compensation, net | 3,948 | 3,948 | $ 3,948 | |||||
Distributions to common OP Units and non-controlling interests —$0.1375 per common unit | (3,262) | (136,272) | (136,272) | (133,010) | (3,262) | |||
Dividend equivalents on awards granted under the Equity Plan | (274) | (274) | (274) | (274) | ||||
Distributions to Preferred OP Units | (17,973) | (17,973) | $ (17,937) | $ (36) | ||||
Net income (loss) | (74,467) | (74,467) | (74,451) | (72,670) | (1,781) | (16) | ||
Other comprehensive income (loss) | (6) | (6) | (6) | $ (6) | $ 0 | |||
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 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Repurchases of Common Stock under the share repurchase programs (shares) | (7,597) | |||||||
Repurchases of Common Stock under the share repurchase programs | (61) | (61) | $ (61) | |||||
Repurchases of common OP Units to settle tax obligation | (61) | |||||||
Equity-based compensation, net forfeitures (shares) | 35,915 | |||||||
Equity-based compensation, net | 3,323 | 3,323 | $ 3,323 | |||||
Contributions from non-controlling interest holders | 120 | 120 | 120 | |||||
Distributions to common OP Units and non-controlling interests —$0.1375 per common unit | (3,261) | (136,276) | (136,276) | (133,015) | (3,261) | |||
Dividend equivalents on awards granted under the Equity Plan | (59) | (59) | (59) | (59) | ||||
Distributions to Preferred OP Units | (17,973) | (17,973) | $ (17,937) | $ (36) | ||||
Net income (loss) | (73,942) | (73,942) | (73,885) | (72,117) | (1,768) | (57) | ||
Other comprehensive income (loss) | 3,338 | 3,338 | 3,338 | $ 3,259 | $ 79 | |||
Ending balance (shares) at Sep. 30, 2018 | 42,834,138 | 86,874 | 967,522,113 | 23,715,908 | ||||
Ending balance at Sep. 30, 2018 | 7,423,874 | 7,422,562 | $ 728,262 | $ 2,919 | $ 6,549,848 | $ 141,533 | 1,312 | |
Beginning balance (shares) at Dec. 31, 2018 | 42,834,138 | 86,874 | 967,515,165 | 23,715,908 | ||||
Beginning balance at Dec. 31, 2018 | 7,300,144 | 7,298,873 | $ 710,325 | $ 2,883 | $ 6,446,734 | $ 138,931 | 1,271 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Issuance of common OP Units (shares) | 3,309,808 | |||||||
Issuance of common OP Units, net | 27,544 | 27,544 | 27,544 | $ 27,544 | ||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | 0 | $ (26) | 26 | |||||
Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock (shares) | 37,108 | (37,108) | ||||||
Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock | 0 | $ 923 | $ (923) | |||||
Repurchases of Common OP Units to settle tax obligation (shares) | (199,083) | |||||||
Repurchases of common OP Units to settle tax obligation | (1,595) | (1,595) | (1,595) | $ (1,595) | ||||
Equity-based compensation, net forfeitures (shares) | 950,487 | |||||||
Equity-based compensation, net | 2,872 | 2,872 | $ 2,872 | |||||
Contributions from non-controlling interest holders | 64 | 64 | 64 | |||||
Distributions to common OP Units and non-controlling interests —$0.1375 per common unit | (3,262) | (136,742) | (136,742) | (133,480) | (3,262) | |||
Dividend equivalents on awards granted under the Equity Plan | (1,222) | (1,222) | (1,222) | (1,222) | ||||
Distributions to Preferred OP Units | (17,973) | (17,973) | $ (17,940) | $ (33) | ||||
Net income (loss) | 70,971 | 70,971 | 70,999 | 69,304 | 1,695 | (28) | ||
Other comprehensive income (loss) | (11,189) | (11,189) | (11,189) | $ (10,922) | $ (267) | |||
Ending balance (shares) at Mar. 31, 2019 | 42,871,246 | 49,766 | 971,576,377 | 23,715,908 | ||||
Ending balance at Mar. 31, 2019 | 7,232,874 | 7,231,567 | $ 693,308 | $ 1,927 | $ 6,399,209 | $ 137,123 | 1,307 | |
Beginning balance (shares) at Dec. 31, 2018 | 42,834,138 | 86,874 | 967,515,165 | 23,715,908 | ||||
Beginning balance at Dec. 31, 2018 | 7,300,144 | 7,298,873 | $ 710,325 | $ 2,883 | $ 6,446,734 | $ 138,931 | 1,271 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Distributions payable relinquished | 7,799 | |||||||
Surrender of Limited Partner OP Units | (191,974) | |||||||
Net income (loss) | (378,274) | (378,274) | ||||||
Other comprehensive income (loss) | (47,669) | (47,669) | ||||||
Ending balance (shares) at Sep. 30, 2019 | 38,871,246 | 49,766 | 1,067,688,887 | 20,793,463 | ||||
Ending balance at Sep. 30, 2019 | 7,022,042 | 7,020,790 | $ 595,781 | $ 1,891 | $ 6,421,484 | $ 1,634 | 1,252 | |
Beginning balance (shares) at Mar. 31, 2019 | 42,871,246 | 49,766 | 971,576,377 | 23,715,908 | ||||
Beginning balance at Mar. 31, 2019 | 7,232,874 | 7,231,567 | $ 693,308 | $ 1,927 | $ 6,399,209 | $ 137,123 | 1,307 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Issuance of common OP Units (shares) | 1,773,456 | |||||||
Issuance of common OP Units, net | 14,534 | 14,534 | 14,534 | $ 14,534 | ||||
Repurchases of Common OP Units to settle tax obligation (shares) | 0 | |||||||
Repurchases of common OP Units to settle tax obligation | (9) | (9) | (9) | $ (9) | ||||
Equity-based compensation, net forfeitures (shares) | 36,066 | |||||||
Equity-based compensation, net | 3,883 | 3,883 | $ 3,883 | |||||
Distributions to common OP Units and non-controlling interests —$0.1375 per common unit | (3,264) | (137,105) | (137,105) | (133,841) | (3,264) | |||
Dividend equivalents on awards granted under the Equity Plan | (44) | (44) | (44) | (44) | ||||
Distributions to Preferred OP Units | (17,973) | (17,973) | $ (17,958) | $ (15) | ||||
Distributions payable relinquished | 6,429 | 6,429 | 6,429 | 6,429 | ||||
Surrender of Limited Partner OP Units | (26,537) | (26,537) | (26,537) | (8,520) | $ (18,017) | |||
Partnership units, surrendered (in shares) | (2,922,445) | |||||||
Net income (loss) | 292,284 | 292,284 | 292,314 | 285,658 | $ 6,656 | (30) | ||
Other comprehensive income (loss) | (16,209) | (16,209) | (16,209) | $ (15,824) | $ (385) | |||
Ending balance (shares) at Jun. 30, 2019 | 42,871,246 | 49,766 | 973,385,899 | 20,793,463 | ||||
Ending balance at Jun. 30, 2019 | 7,352,127 | 7,350,850 | $ 675,350 | $ 1,912 | $ 6,545,046 | $ 128,542 | 1,277 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Issuance of common OP Units (shares) | 94,300,000 | |||||||
Issuance of common OP Units, net | 886,926 | 886,926 | 886,926 | $ 886,926 | ||||
Redemption of Series F Preferred Stock (shares) | (4,000,000) | |||||||
Redemption of Series F Preferred Stock | (100,096) | (100,096) | (100,096) | $ (63,012) | $ (37,084) | |||
Repurchases of Common OP Units to settle tax obligation (shares) | (1,248) | |||||||
Repurchases of common OP Units to settle tax obligation | (14) | (14) | (14) | $ (14) | ||||
Equity-based compensation, net forfeitures (shares) | 4,236 | |||||||
Equity-based compensation, net | 3,144 | 3,144 | $ 3,144 | |||||
Distributions to common OP Units and non-controlling interests —$0.1375 per common unit | (2,859) | (149,667) | (149,667) | (146,808) | (2,859) | |||
Dividend equivalents on awards granted under the Equity Plan | (26) | (26) | (26) | |||||
Distributions to Preferred OP Units | (16,578) | (16,578) | $ (16,557) | $ (21) | ||||
Surrender of Limited Partner OP Units | (191,974) | (191,974) | (191,974) | (83,400) | $ (108,574) | |||
Partnership units, surrendered (in shares) | 0 | |||||||
Net income (loss) | (741,529) | (741,529) | (741,504) | (726,440) | $ (15,064) | (25) | ||
Other comprehensive income (loss) | $ (20,271) | (20,271) | (20,271) | $ (19,860) | $ (411) | |||
Ending balance (shares) at Sep. 30, 2019 | 38,871,246 | 49,766 | 1,067,688,887 | 20,793,463 | ||||
Ending balance at Sep. 30, 2019 | $ 7,022,042 | $ 7,020,790 | $ 595,781 | $ 1,891 | $ 6,421,484 | $ 1,634 | $ 1,252 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | Aug. 05, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 |
VEREIT Operating Partnership, L.P. [Member] | |||||||
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (378,274) | $ (115,872) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 379,133 | 503,529 |
Gain on real estate assets, net | (251,106) | (70,188) |
Impairments | 24,240 | 36,082 |
Equity-based compensation | 9,899 | 10,203 |
Equity in income of unconsolidated entities and gain on joint venture | (1,682) | (1,644) |
Distributions from unconsolidated entities | 130 | 1,365 |
Loss (gain) on investments | 492 | (2,302) |
Loss (gain) on derivative instruments | 58 | (447) |
Non-cash restructuring expense | 3,999 | 0 |
Loss (gain) on extinguishment and forgiveness of debt, net | 497 | (5,339) |
Surrender of Limited Partner OP Units | (26,536) | 0 |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,230 | 1,524 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (17,234) | (28,520) |
Assets held for sale classified as discontinued operations | 0 | (2,492) |
Accounts payable and accrued expenses | 786,839 | 132,686 |
Deferred rent, operating lease and other liabilities | (26,460) | (11,001) |
Due to affiliates | 0 | (66) |
Liabilities related to discontinued operations | 0 | (13,861) |
Net cash provided by operating activities | 505,225 | 433,657 |
Cash flows from investing activities: | ||
Investments in real estate assets | (251,804) | (278,385) |
Capital expenditures and leasing costs | (27,309) | (13,116) |
Real estate developments | (17,274) | (7,477) |
Principal repayments received on investment securities and mortgage notes receivable | 106 | 5,555 |
Investments in unconsolidated entities | (2,767) | 0 |
Return of investment from unconsolidated entities | 154 | 48 |
Proceeds from disposition of real estate and joint venture | 846,023 | 358,443 |
Proceeds from disposition of discontinued operations | 0 | 123,925 |
Payments related to disposition of discontinued operations | 0 | (1,010) |
Investment in leasehold improvements and other assets | (1,417) | (616) |
Deposits for real estate assets | (5,238) | (11,957) |
Proceeds from sale of investments and other assets | 9,837 | 10,880 |
Uses and refunds of deposits for real estate assets | 3,562 | 8,552 |
Proceeds from the settlement of property-related insurance claims | 473 | 1,354 |
Line of credit advances to Cole REITs | 0 | (2,200) |
Line of credit repayments from Cole REITs | 0 | 3,800 |
Net cash provided by investing activities | 554,346 | 197,796 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 0 | 182 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (182,648) | (125,418) |
Proceeds from credit facility | 1,061,000 | 1,558,000 |
Payments on credit facility | (564,000) | (950,000) |
Payments on corporate bonds, including extinguishment costs | (750,000) | 0 |
Repayment of convertible notes | 0 | (597,500) |
Payments of deferred financing costs | (181) | (20,719) |
Repurchases of Common Stock under the Share Repurchase Programs | 0 | (50,154) |
Repurchases of Common Stock to settle tax obligations | (1,618) | (2,209) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | 929,004 | 0 |
Redemption of Series F Preferred Stock | (100,096) | 0 |
Contributions from non-controlling interest holders | 64 | 120 |
Distributions paid | (454,702) | (455,078) |
Net cash used in financing activities | (63,177) | (642,776) |
Net change in cash and cash equivalents and restricted cash | 996,394 | (11,323) |
Cash and cash equivalents and restricted cash, beginning of period | 53,663 | 64,036 |
Less: cash and cash equivalents of discontinued operations | 0 | (2,198) |
Cash and cash equivalents and restricted cash from continuing operations, beginning of period | 53,663 | 61,838 |
Cash and cash equivalents and restricted cash from continuing operations, end of period | 1,050,057 | 52,713 |
Cash and cash equivalents at beginning of period | 30,758 | 34,176 |
Restricted cash at beginning of period | 22,905 | 27,662 |
Cash and cash equivalents at end of period | 1,029,315 | 25,264 |
Restricted cash at end of period | 20,742 | 27,449 |
VEREIT Operating Partnership, L.P. [Member] | ||
Cash flows from operating activities: | ||
Net loss | (378,274) | (115,872) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 379,133 | 503,529 |
Gain on real estate assets, net | (251,106) | (70,188) |
Impairments | 24,240 | 36,082 |
Equity-based compensation | 9,899 | 10,203 |
Equity in income of unconsolidated entities and gain on joint venture | (1,682) | (1,644) |
Distributions from unconsolidated entities | 130 | 1,365 |
Loss (gain) on investments | 492 | (2,302) |
Loss (gain) on derivative instruments | 58 | (447) |
Non-cash restructuring expense | 3,999 | 0 |
Loss (gain) on extinguishment and forgiveness of debt, net | 497 | (5,339) |
Surrender of Limited Partner OP Units | (26,536) | 0 |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,230 | 1,524 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (17,234) | (28,520) |
Assets held for sale classified as discontinued operations | 0 | (2,492) |
Accounts payable and accrued expenses | 786,839 | 132,686 |
Deferred rent, operating lease and other liabilities | (26,460) | (11,001) |
Due to affiliates | 0 | (66) |
Liabilities related to discontinued operations | 0 | (13,861) |
Net cash provided by operating activities | 505,225 | 433,657 |
Cash flows from investing activities: | ||
Investments in real estate assets | (251,804) | (278,385) |
Capital expenditures and leasing costs | (27,309) | (13,116) |
Real estate developments | (17,274) | (7,477) |
Principal repayments received on investment securities and mortgage notes receivable | 106 | 5,555 |
Investments in unconsolidated entities | (2,767) | 0 |
Return of investment from unconsolidated entities | 154 | 48 |
Proceeds from disposition of real estate and joint venture | 846,023 | 358,443 |
Proceeds from disposition of discontinued operations | 0 | 123,925 |
Payments related to disposition of discontinued operations | 0 | (1,010) |
Investment in leasehold improvements and other assets | (1,417) | (616) |
Deposits for real estate assets | (5,238) | (11,957) |
Proceeds from sale of investments and other assets | 9,837 | 10,880 |
Uses and refunds of deposits for real estate assets | 3,562 | 8,552 |
Proceeds from the settlement of property-related insurance claims | 473 | 1,354 |
Line of credit advances to Cole REITs | 0 | (2,200) |
Line of credit repayments from Cole REITs | 0 | 3,800 |
Net cash provided by investing activities | 554,346 | 197,796 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 0 | 182 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (182,648) | (125,418) |
Proceeds from credit facility | 1,061,000 | 1,558,000 |
Payments on credit facility | (564,000) | (950,000) |
Payments on corporate bonds, including extinguishment costs | (750,000) | 0 |
Repayment of convertible notes | 0 | (597,500) |
Payments of deferred financing costs | (181) | (20,719) |
Repurchases of Common Stock under the Share Repurchase Programs | 0 | (50,154) |
Repurchases of Common Stock to settle tax obligations | (1,618) | (2,209) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | 929,004 | 0 |
Redemption of Series F Preferred Stock | (100,096) | 0 |
Contributions from non-controlling interest holders | 64 | 120 |
Distributions paid | (454,702) | (455,078) |
Net cash used in financing activities | (63,177) | (642,776) |
Net change in cash and cash equivalents and restricted cash | 996,394 | (11,323) |
Cash and cash equivalents and restricted cash, beginning of period | 53,663 | 64,036 |
Less: cash and cash equivalents of discontinued operations | 0 | (2,198) |
Cash and cash equivalents and restricted cash from continuing operations, beginning of period | 53,663 | 61,838 |
Cash and cash equivalents and restricted cash from continuing operations, end of period | 1,050,057 | 52,713 |
Cash and cash equivalents at beginning of period | 30,758 | 34,176 |
Restricted cash at beginning of period | 22,905 | 27,662 |
Cash and cash equivalents at end of period | 1,029,315 | 25,264 |
Restricted cash at end of period | $ 20,742 | $ 27,449 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2019 | |
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 PF ,” 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 98.1% of the common equity interests in the OP as of September 30, 2019 with the remaining 1.9% of the common equity interests owned by unaffiliated investors and the Company's former external manager, ARC Properties Advisors, LLC, and its principals (the “Former Manager”). Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other requirements in the LPA, unless we otherwise consent to an earlier redemption, holders have the right to redeem the units for the cash value of a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, or, at our option, a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to the terms of the LPA. 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 and Series F Preferred Units issued to the General Partner are referred to as “General Partner OP Units” and “General Partner Series F Preferred Units,” respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as “Limited Partner OP Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP issue debt with terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s Board of Directors authorizes the issuance of any new class of equity securities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the three and nine months ended September 30, 2019 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, 2018 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 21, 2019. There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2019 , except any policies impacted by the adoption of the Leasing ASUs, as defined in the “Recent Accounting Pronouncements” section 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 a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest 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 and Note 12 – Equity , certain third parties have been issued OP Units and Series F Preferred 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 or Series F Preferred Units to Series F Preferred Stock, any difference between the fair value of shares of Common Stock or Series F Preferred Stock, as applicable, issued and the carrying value of the OP Units or Series F Preferred Units, as applicable, converted is recorded as a component of equity. As of September 30, 2019 and December 31, 2018 , there were approximately 20.8 million and 23.7 million Limited Partner OP Units issued and outstanding, respectively, and 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding, respectively. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP. Reclassification As described below, the following items previously reported have been reclassified to conform with the current period’s presentation. The operating expense reimbursements line item has been combined into rental revenue for prior periods presented to be consistent with the current year presentation. The (loss) gain on derivative instruments, net line item has been combined into other income (loss), net for prior periods presented to be consistent with the current year presentation. The distributions declared on Common Stock line item from prior periods has been updated to exclude distributions on restricted stock units (“Restricted Stock Units”) and deferred stock units (“Deferred Stock Units”) on the consolidated statements of changes in equity for all periods presented. These amounts are now included in the line item dividend equivalents on awards granted under the Equity Plan (as defined below), which also includes dividend equivalents on restricted share awards (“Restricted Shares”). The dividend equivalents on Restricted Shares were previously included in the line item distributions to participating securities in the consolidated statements of changes in equity. Revenue Recognition - Real Estate The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Upon adoption of Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), effective January 1, 2019, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental income and does not record an allowance for uncollectible accounts. Litigation and Non-Routine Costs, Net The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies. Litigation and non-routine costs, net include the following costs and recoveries (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Litigation and non-routine costs, net: Audit Committee Investigation and related matters (1) $ 32,051 $ 13,009 $ 69,509 $ 51,969 Legal fees and expenses (2) — 386 2 521 Litigation settlements (3) 799,973 127,500 812,208 217,500 Total costs 832,024 140,895 881,719 269,990 Insurance recoveries (4) — (2,300 ) (48,420 ) (2,568 ) Other recoveries (5) — — (26,536 ) — Total $ 832,024 $ 138,595 $ 806,763 $ 267,422 ___________________________________ (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, net of accrual reversals. (2) Includes legal fees and expenses associated with litigation resulting from prior mergers and excludes amounts presented in income from discontinued operations, net of income taxes in the consolidated statements of operations for the nine months ended September 30, 2018 . (3) Refer to Note 10 – Commitments and Contingencies for additional information. (4) $2.3 million during the three months ended September 30, 2018 relates to litigation resulting from prior mergers. (5) Represents the surrender of 2.9 million Limited Partner OP Units. Refer to Note 12 – Equity for additional information. Equity-based Compensation The Company has an equity-based incentive award plan (the “Equity Plan”) for 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 or when the requirements for exercise of the award have been met. As of September 30, 2019 , the General Partner had cumulatively awarded under its Equity Plan approximately 16.6 million shares of Common Stock, which was comprised of 4.0 million Restricted Shares, net of the forfeiture of 3.7 million Restricted Shares through that date, 6.6 million Restricted Stock Units, net of the forfeiture/cancellation of 1.8 million Restricted Stock Units through that date, 0.6 million Deferred Stock Units, and 5.4 million stock options, net of forfeiture/cancellation of 0.2 million stock options through that date. Accordingly, as of such date, approximately 97.6 million additional shares were available for future issuance, excluding the effect of the 5.4 million stock options. At September 30, 2019 , a total of 45,000 shares were awarded under the non-executive director restricted share plan out of the 99,000 shares reserved for issuance. The following is a summary of equity-based compensation expense for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Restricted Shares $ — $ 149 $ 77 $ 466 Time-Based Restricted Stock Units (1) 1,272 1,338 3,748 3,931 Long-Term Incentive-Based Restricted Stock Units 1,455 1,564 4,074 4,270 Deferred Stock Units 82 72 1,101 1,087 Stock Options 335 200 899 449 Total $ 3,144 $ 3,323 $ 9,899 $ 10,203 ___________________________________ (1) Includes stock compensation expense attributable to awards for which the requisite service period begins prior to the assumed future grant date. As of September 30, 2019 , total unrecognized compensation expense related to these awards was approximately $17.3 million , with an aggregate weighted-average remaining term of 2.1 years . Restructuring On February 1, 2018 , the Company completed the sale of its investment management segment and entered into a services agreement (the “Services Agreement”) with the purchaser, pursuant to which the Company continued to provide certain investment management and other services through March 31, 2019. See Note 13 — Discontinued Operations for further discussion. During the nine months ended September 30, 2019 , in connection with the cessation of services under the Services Agreement, the Company recorded $10.1 million of restructuring expenses related to the reorganization of its business, of which $9.0 million related to office lease terminations and modifications and $1.6 million related to the cessation of services under the Services Agreement, including severance, net of ASC 842 operating lease adjustments of $0.5 million . No restructuring expenses were recorded prior to January 1, 2019. The Company expects to incur an additional $0.9 million of restructuring expenses during 2019. Recent Accounting Pronouncements Adopted Accounting Standards The Company adopted ASC 842, effective January 1, 2019. The adoption did not have a material impact on the Company’s consolidated statements of operations. The most significant impact was the recognition of operating lease right-of-use (“ROU”) assets and operating lease liabilities for operating leases pursuant to which the Company is the lessee. The Company’s impairment assessment for ROU assets will be consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly, which is discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . The lessor accounting model under ASC 842 is similar to existing guidance, however, it limits the capitalization of initial direct leasing costs, such as internally generated costs. The Company elected all practical expedients permitted under ASC 842, other than the hindsight practical expedient. Accordingly, the Company will retain distinction between a finance lease (i.e., capital leases under existing guidance) and an operating lease and account for its existing operating leases as operating leases under the new guidance, which did not require the reassessment of lease arrangements, lease classification or initial direct costs. The Company does not have a cumulative effect adjustment to retained earnings upon adoption. The Company, as lessor, identified three separate lease components as follows: 1) land lease component, 2) single property lease component comprised of building, land improvements and tenant improvements, and 3) furniture and fixtures. The nonlease components relate to service obligations under certain lease contracts for service of the building, land improvements or tenant improvements. The Company determined the nonlease components are eligible to be combined under the practical expedient in ASU 2018-11, Leases (Topic 842) (“ASU 2018-11,” combined with ASC 842, “Leasing ASUs”) and the nonlease components will be included with the single property lease component as the predominant component. Therefore, the Company will account for the combined component as a lease component under ASC 842. Refer to Note 11 - Leases for the related disclosures. Accounting Standards Not Yet Adopted |
Real Estate Investments and Rel
Real Estate Investments and Related Intangibles | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Real Estate Investments and Related Intangibles | Real Estate Investments and Related Intangibles Property Acquisitions During the nine months ended September 30, 2019 , the Company acquired controlling financial interests in 40 commercial properties for an aggregate purchase price of $260.7 million (the “2019 Acquisitions”), which includes $1.4 million of external acquisition-related expenses that were capitalized. During the nine months ended September 30, 2018 , the Company acquired a controlling interest in 42 commercial properties for an aggregate purchase price of $280.4 million (the “2018 Acquisitions”), which includes $2.1 million related to an outstanding tenant improvement allowance and $1.6 million of external acquisition-related expenses that were capitalized. The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Nine Months Ended September 30, 2019 2018 Real estate investments, at cost: Land $ 47,749 $ 54,732 Buildings, fixtures and improvements 181,904 181,011 Total tangible assets 229,653 235,743 Acquired intangible assets: In-place leases and other intangibles (1) 31,062 42,050 Above-market leases (2) — 2,750 Assumed intangible liabilities: Below-market leases (3) — (116 ) Total purchase price of assets acquired $ 260,715 $ 280,427 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 15.2 years and 15.7 years for 2019 Acquisitions and 2018 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 10.8 years for 2018 Acquisitions. (3) The weighted average amortization period for assumed intangible lease liabilities is 9.9 years for 2018 Acquisitions. As of September 30, 2019 , the Company invested $27.6 million , including $0.7 million of external acquisition-related expenses and interest that were capitalized, in one build-to-suit development project. The Company does not have any remaining committed investments related to the project. Property Dispositions and Real Estate Assets Held for Sale During the nine months ended September 30, 2019 , the Company disposed of 107 properties, including the sale of six consolidated properties to two newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”) and one property sold through a foreclosure as discussed in Note 6 – Debt , for an aggregate gross sales price of $926.0 million , of which our share was $905.9 million after the profit participation payments related to the disposition of 33 Red Lobster properties. The dispositions resulted in proceeds of $846.0 million after closing costs and contributions to the Industrial Partnership. The Company recorded a gain of $251.9 million related to the dispositions 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 nine months ended September 30, 2018 , the Company disposed of 112 properties, including one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $371.0 million , of which our share was $356.6 million after the profit participation payment related to the disposition of 22 Red Lobster properties. The dispositions resulted in proceeds of $352.8 million after closing costs. The Company recorded a gain of $70.3 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 nine months ended September 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. As of September 30, 2019 , there were 57 properties classified as held for sale with a carrying value of $66.7 million , included in real estate assets held for sale, net, primarily comprised of land of $20.4 million and building, fixtures and improvements, net of $43.4 million , in the accompanying consolidated balance sheets, which are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. As of December 31, 2018 , there were five properties classified as held for sale. During the nine months ended September 30, 2019 and 2018 , the Company recorded losses of $0.8 million and $1.9 million , respectively, 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 September 30, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2019 December 31, 2018 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $741,320 and $703,909, respectively 14.1 $ 867,642 $ 980,971 Leasing commissions, net of accumulated amortization of $5,313 and $4,048, respectively 10.2 15,058 15,660 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $108,256 and $105,936, respectively 13.6 172,343 201,875 Total intangible lease assets, net $ 1,055,043 $ 1,198,506 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $96,911 and $89,905, respectively 19.2 $ 147,997 $ 173,479 The aggregate amount of amortization of above‑ and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $2.0 million and $3.2 million for the nine months ended September 30, 2019 and 2018 , respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $96.9 million and $104.5 million for the nine months ended September 30, 2019 and 2018 , respectively. The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of September 30, 2019 (amounts in thousands) : Remainder of 2019 2020 2021 2022 2023 In-place leases and other intangibles: Total projected to be included in amortization expense $ 31,015 $ 115,891 $ 108,723 $ 95,161 $ 84,677 Leasing commissions: Total projected to be included in amortization expense 571 2,154 1,997 1,906 1,725 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 5,063 19,426 19,000 18,189 17,245 Below-market lease liabilities: Total projected to be included in rental revenue 4,432 15,778 14,637 13,796 13,073 Consolidated Joint Ventures The Company had an interest in one consolidated joint venture that owned one property as of September 30, 2019 and December 31, 2018 . As of September 30, 2019 and December 31, 2018 , the consolidated joint venture had total assets of $32.0 million and $32.5 million , respectively, of which $29.6 million and $29.9 million , respectively, were real estate investments, net of accumulated depreciation and amortization at each of the respective dates. The property is secured by a mortgage note payable, which is non-recourse to the Company and had a balance of $13.7 million and $14.0 million as of September 30, 2019 and December 31, 2018 , respectively. The Company has the ability to control operating and financing 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 joint venture 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. Unconsolidated Joint Ventures The Company’s investment in unconsolidated joint venture arrangements (the “Unconsolidated Joint Ventures”) consisted of interests in the Industrial Partnership and one joint venture as of September 30, 2019 and an interest in one joint venture as of December 31, 2018 . During the nine months ended September 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. The Unconsolidated Joint Ventures had total aggregate debt outstanding of $269.3 million as of September 30, 2019 , which is non-recourse to the Company, as discussed in Note 6 – Debt . There was no debt outstanding related to the Unconsolidated Joint Venture as of December 31, 2018 . The Company and the respective unconsolidated joint venture partners are subject to the provisions of the applicable joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls, including the Company’s share of expansion project capital expenditures. The following is a summary of the Company’s investments in unconsolidated joint ventures as of September 30, 2019 and December 31, 2018 and for the nine months ended September 30, 2019 and 2018 (dollar amounts in thousands): Carrying Amount of Investment (2) Equity in Income Nine Months Ended Investment Ownership % (1) Number of Properties September 30, 2019 December 31, 2018 September 30, 2019 September 30, 2018 Faison JV Bethlehem GA 90% 1 $ 39,633 $ 35,289 $ 1,583 $ 993 Industrial Partnership 20% 6 29,392 — 99 — $ 69,025 $ 35,289 $ 1,682 $ 993 ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The total carrying amount of the investments was greater than the underlying equity in net assets by $4.7 million as of September 30, 2019 and December 31, 2018 . 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. |
Rent and Tenant Receivables and
Rent and Tenant Receivables and Other Assets, Net | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Rent and Tenant Receivables and Other Assets, Net | Rent and Tenant Receivables and Other Assets, Net Rent and tenant receivables and other assets, net consisted of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Straight-line rent receivable, net (1) $ 261,074 $ 259,106 Accounts receivable, net (1) 38,732 36,939 Deferred costs, net (2) 10,359 17,515 Investment in direct financing leases, net 9,914 13,254 Investment in Cole REITs (3) 7,552 7,844 Prepaid expenses 6,662 5,022 Leasehold improvements, property and equipment, net (4) 5,042 9,754 Other assets, net 8,120 16,658 Total $ 347,455 $ 366,092 ___________________________________ (1) As of December 31, 2018 , allowance for uncollectible accounts included in straight-line rent receivable, net and accounts receivable, net was $1.0 million and $5.3 million , respectively. Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does not record an allowance for uncollectible accounts. Any recoveries for those receivables reserved prior to adoption of ASC 842 will be recorded as an adjustment to rental revenue. (2) Amortization expense for deferred costs related to the revolving credit facilities totaled $0.9 million and $1.3 million for the three months ended September 30, 2019 and 2018 , respectively, and $2.9 million and $6.0 million for the nine months ended September 30, 2019 and 2018 , respectively. Accumulated amortization for deferred costs related to the revolving credit facilities was $50.6 million and $47.6 million as of September 30, 2019 and December 31, 2018 , respectively. (3) On February 1, 2018 , the Company completed the sale of Cole Capital (as described in Note 13 — Discontinued Operations ), retaining interests in 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”). (4) Amortization expense for leasehold improvements totaled $0.1 million and $0.3 million for the three months ended September 30, 2019 and 2018 , respectively, and $0.6 million and $0.9 million for the nine months ended September 30, 2019 and 2018 , respectively, with no related write-offs. Accumulated amortization was $2.7 million and $5.9 million as of September 30, 2019 and December 31, 2018 , respectively. Depreciation expense for property and equipment totaled $0.3 million for each of the three months ended September 30, 2019 and 2018 , with no related write-offs. Depreciation expense for property and equipment totaled $1.0 million for the nine months ended September 30, 2019 , inclusive of write-offs of less than $0.1 million and $1.2 million for the nine months ended September 30, 2018 , with no related write-offs. Accumulated depreciation was $5.1 million and $7.0 million as of September 30, 2019 and December 31, 2018 , respectively. The Company disposed of $4.1 million , net, of leasehold improvements, property and equipment, which is included in restructuring in the accompanying consolidated statements of operations for the nine months ended September 30, 2019 |
Fair Value Measures
Fair Value Measures | 9 Months Ended |
Sep. 30, 2019 | |
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. The Company does not expect that changes in classifications between levels will be frequent. 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 September 30, 2019 and December 31, 2018 , aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of September 30, 2019 Assets: Investment in Cole REITs $ — $ — $ 7,552 $ 7,552 Liabilities: Derivative liabilities $ — $ (47,964 ) $ — $ (47,964 ) Level 1 Level 2 Level 3 Balance as of December 31, 2018 Assets: Derivative assets $ — $ 544 $ — $ 544 Investment in Cole REITs — — 7,844 7,844 Total assets $ — $ 544 $ 7,844 $ 8,388 Derivative Assets and Liabilities – The Company’s derivative financial instruments relate to interest rate swaps. 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 determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of September 30, 2019 and December 31, 2018 , the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Investment in Cole REITs – The fair values of CCIT II, CCIT III and CCPT V were estimated using the net asset value per share. Each of the Cole REIT’s share redemption programs includes restrictions that limit the number of shares redeemed by the respective Cole REIT. The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292 ) Ending Balance, September 30, 2019 $ 7,552 The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2018 (in thousands): CMBS Investment in Cole REITs Beginning balance, January 1, 2018 $ 40,974 $ 3,264 Total gains and losses Unrealized loss included in other comprehensive income, net (71 ) — Realized loss included in other income, net (34 ) — Unrealized gain included in other income, net — 5,102 Purchases, issuance, settlements Return of principal received (4,864 ) — Amortization included in net income, net 157 — Sale of investments (9,880 ) (522 ) Transfers out of Level 3 into Level 1 (1) (12,756 ) — Ending Balance, September 30, 2018 $ 13,526 $ 7,844 ___________________________________ (1) As of December 31, 2017, the Company’s commercial mortgage backed securities (“CMBS”) were carried at fair value and valued using Level 3 inputs. Subsequent to September 30, 2018, the Company sold two of its CMBS. This resulted in transfers out of Level 3 into Level 1, as the Company used trade confirmations to determine the fair value as of September 30, 2018 . Items Measured at Fair Value on a Non-Recurring Basis Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. 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 representing 53 properties were deemed to be impaired resulting in impairment charges of $24.2 million during the nine months ended September 30, 2019 . The impairment charges relate to certain office, retail and restaurant properties that, during 2019 , management identified for potential sale or determined, based on discussions with the current tenants, would not be re-leased. During the nine months ended September 30, 2018 , net real estate assets related to 53 properties were deemed to be impaired, resulting in impairment charges of $36.1 million . The Company estimates fair values using Level 3 inputs and uses 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 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 revenue 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 nine months ended September 30, 2019 , the Company used a range of discount rates from 7.9% to 8.3% with a weighted-average rate of 8.0% and capitalization rates from 7.4% to 7.8% with a weighted-average rate of 7.5% . Fair Value of Financial Instruments The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash 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 fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at September 30, 2019 Fair Value at September 30, 2019 Carrying Amount at December 31, 2018 Fair Value at December 31, 2018 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,726,620 $ 1,787,529 $ 1,933,209 $ 1,961,496 Corporate bonds, net 2 2,646,348 2,848,669 3,395,885 3,368,928 Convertible debt, net 2 400,053 409,419 398,591 396,905 Credit facility 2 900,000 900,000 403,000 403,000 Total liabilities $ 5,673,021 $ 5,945,617 $ 6,130,685 $ 6,130,329 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of observable market interest rates. Corporate bonds and convertible debt are valued using quoted market prices in active markets with limited trading volume when available. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2019 , the Company had $5.6 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 4.2 years and a weighted-average interest rate of 4.49% . The following table summarizes the carrying value of debt as of September 30, 2019 and December 31, 2018 , and the debt activity for the nine months ended September 30, 2019 (in thousands): Nine Months Ended September 30, 2019 Balance as of December 31, 2018 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of September 30, 2019 Mortgage notes payable: Outstanding balance $ 1,917,132 $ — $ (200,933 ) $ — $ 1,716,199 Net premiums (1) 16,077 — 107 (5,763 ) 10,421 Deferred costs (10,552 ) — 125 1,624 (8,803 ) Mortgages notes payable, net 1,922,657 — (200,701 ) (4,139 ) 1,717,817 Corporate bonds: Outstanding balance 3,400,000 — (750,000 ) — 2,650,000 Discount (2) (4,115 ) — — 463 (3,652 ) Deferred costs (27,276 ) — — 3,248 (24,028 ) Corporate bonds, net 3,368,609 — (750,000 ) 3,711 2,622,320 Convertible debt: Outstanding balance 402,500 — — — 402,500 Discount (2) (3,909 ) — — 1,462 (2,447 ) Deferred costs (3,708 ) — — 1,381 (2,327 ) Convertible debt, net 394,883 — — 2,843 397,726 Credit facility: Outstanding balance 403,000 1,061,000 (564,000 ) — 900,000 Deferred costs (3) (1,227 ) (4,280 ) — 858 (4,649 ) Credit facility, net 401,773 1,056,720 (564,000 ) 858 895,351 Total debt $ 6,087,922 $ 1,056,720 $ (1,514,701 ) $ 3,273 $ 5,633,214 ____________________________________ (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. (3) Deferred costs relate to the Credit Facility Term Loan, as defined in the “Credit Facility” section below. Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of September 30, 2019 (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 411 $ 3,421,417 $ 1,702,425 5.05 % 2.9 Variable-rate debt 1 34,004 13,774 5.29 % (4) 0.9 Total (5) 412 $ 3,455,421 $ 1,716,199 5.05 % 2.9 ____________________________________ (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) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of September 30, 2019 . (5) The table above does not include mortgage notes associated with Unconsolidated Joint Ventures of $269.3 million , which is non-recourse to the Company. The mortgage notes have a weighted-average fixed interest rate of 3.57% and mature on June 6, 2024 . 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 September 30, 2019 , the Company believes that it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends. On June 6, 2019, the Company received a notice of default from the lender of a non-recourse loan secured by one property, which had an outstanding balance of $19.5 million on the notice date, due to intentional non-payment of amounts due in accordance with the loan documents. On July 2, 2019 , a foreclosure sale occurred to settle the mortgage note obligation. The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to September 30, 2019 (in thousands): Total October 1, 2019 - December 31, 2019 $ 2,458 2020 278,391 2021 352,259 2022 290,728 2023 125,537 Thereafter 666,826 Total $ 1,716,199 Corporate Bonds As of September 30, 2019 , the OP had $2.65 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance September 30, 2019 Interest Rate Maturity Date 2021 Senior Notes $ 400,000 4.125 % June 1, 2021 2024 Senior Notes 500,000 4.600 % February 6, 2024 2025 Senior Notes 550,000 4.625 % November 1, 2025 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 $ 2,650,000 4.449 % On February 6, 2019 , $750.0 million of senior notes (the “2019 Senior Notes”) matured and the principal plus accrued and unpaid interest thereon, were repaid, utilizing borrowings under the Credit Facility. 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 2021 Senior Notes, is 60 or fewer days prior to the maturity date with respect to the 2025 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). As of September 30, 2019 , the Company believes that it was in compliance with the financial covenants of our Senior Notes based on the covenant limits and calculations in place at that time. Convertible Debt As of September 30, 2019 , the Company had convertible senior notes due December 15, 2020 (the “2020 Convertible Notes”) with a balance of $402.5 million outstanding, which excludes the carrying value of the conversion options recorded within additional paid-in capital of $12.8 million and the unamortized discount of $2.4 million . The discount will be amortized over the remaining term of 1.2 years . The 2020 Convertible Notes bear interest at an annual rate of 3.75% . 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. As of September 30, 2019 , the conversion rate was 66.7249 shares of the Company’s Common Stock per $1,000 principal amount of 2020 Convertible Notes, which reflects adjustments to the initial conversion rate pursuant to the terms of the applicable indenture as a result of cash dividend payments. There were no changes to the terms of the 2020 Convertible Notes during the nine months ended September 30, 2019 and the Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of September 30, 2019 . 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 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 term loan facility (the “Credit Facility Term Loan,” together with the Revolving Credit Facility, the “Credit Facility”). As of September 30, 2019 , there was no outstanding balance under the Revolving Credit Facility. As of September 30, 2019 , $900.0 million had been drawn on the Credit Facility Term Loan. 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 September 30, 2019 , letters of credit outstanding were $3.9 million . As discussed in Note 7 – Derivatives and Hedging Activities , on January 24, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. The swap agreements effectively fixed the Credit Facility Term Loan interest rate, including the spread which can vary based on our credit rating, at approximately 3.84% . The Revolving Credit Facility generally bears interest at an annual rate of London Interbank Offered 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 Credit Facility 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 Credit Facility 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. 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 that 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 September 30, 2019 . 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 Credit Facility Term Loan, which is being amortized over the respective terms. Deferred financing costs, net of accumulated amortization, related to the Revolving Credit Facility are included in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheets. Deferred financing costs, net of accumulated amortization, related to the Credit Facility Term Loan outstanding balance are included in credit facility, net in the accompanying consolidated balance sheets. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities 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 Company’s interest rate management objectives are intended to limit the impact of interest rate fluctuations on earnings and cash flows and to manage the Company’s overall borrowing costs. To accomplish this objective, the Company primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps designated as cash flow hedges are used to hedge forecasted issuances of fixed rate debt and the variable cash flows associated with floating rate debt. 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 may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in other income (loss), net in the consolidated statements of operations and consolidated statements of comprehensive income (loss). If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss). Unrealized gains and losses in other comprehensive income (loss) are reclassified to interest expense when the related hedged items impact earnings. Cash Flow Hedges of Interest Rate Risk During the nine months ended September 30, 2019 , the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, which were designated as cash flow hedges. Based on the General Partner’s then credit rating and interest rate of LIBOR + 1.35% , the swap agreements effectively fixed the Credit Facility Term Loan interest rate at approximately 3.84% . During the three months ended September 30, 2019 , the Company entered into forward starting interest rate swaps with a total notional amount of $400.0 million , which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the potential issuance of long-term debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments), with potential issuance of 10-year public debt between May 1, 2020 and December 31, 2021. As of September 30, 2019 , the cash flow hedges were in a liability position with a fair value of $48.0 million , which is included in deferred rent and other liabilities in the accompanying consolidated balance sheets. As of December 31, 2018 , the Company had no interest rate derivatives that were designated as cash flow hedges of interest rate risk. The Company reclassified previous losses of $0.7 million and $0.9 million for the three and nine months ended September 30, 2019 , respectively, and losses of $0.1 million and $0.2 million for the three and nine months ended September 30, 2018 , respectively, from accumulated other comprehensive income into interest expense as a result of the hedged transactions impacting earnings. During the three and nine months ended September 30, 2019 , the Company recorded unrealized losses of $20.9 million and $48.5 million , respectively, for changes in the fair value of the cash flow hedges in accumulated other comprehensive income. There were no similar amounts during the three and nine months ended September 30, 2018 . During the next twelve months, the Company estimates that an additional $8.0 million will be reclassified from other comprehensive income as an increase to interest expense. Derivatives Not Designated as Hedging Instruments As of September 30, 2019 , the Company had no interest rate swaps that were not designated as qualifying hedging relationships. As of December 31, 2018 , the Company had one interest rate swap that was not designated as a qualifying hedging relationship, with a notional amount of $50.7 million and was in an asset position with an estimated fair value of $0.5 million , which is included in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheet. A loss of $0.1 million for the nine months ended September 30, 2019 and a gain of $0.1 million and $0.4 million for the three and nine months ended September 30, 2018 , respectively, related to the change in the fair value of derivatives not designated as hedging instruments were recorded in other income (loss), net |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental Cash Flow Disclosures Supplemental cash flow information was as follows for the nine months ended September 30, 2019 and 2018 (in thousands): Nine Months Ended September 30, 2019 2018 Supplemental disclosures: Cash paid for interest $ 203,438 $ 204,366 Cash paid for income taxes 4,474 5,346 Non-cash investing and financing activities: Accrued capital expenditures, tenant improvements and real estate developments $ 13,670 $ 5,762 Accrued deferred financing costs — 169 Real estate contributions to Industrial Partnership 29,577 — Distributions declared and unpaid 150,970 145,673 Distributions payable relinquished 7,799 — Surrender of Limited Partner OP Units 191,974 — Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure 19,525 16,200 Exchange of real estate investments 8,900 1,386 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Accrued legal fees and litigation settlements $ 1,002,396 $ 32,715 Accrued interest 43,224 43,916 Accrued real estate and other taxes 34,762 25,208 Accounts payable 2,521 2,673 Accrued other 42,800 41,099 Total $ 1,125,703 $ 145,611 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
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 (the “Former CFO”) 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. On June 30, 2017, following a jury trial, the Former CFO was convicted of the charges filed. Both the former Chief Accounting Officer and the Former CFO 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 addition, the Company has not been in contact with the Massachusetts regulator since June 2015 and believes the investigation is concluded. In March 2018, investigative staff of the SEC’s enforcement division inquired whether the Company wished 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, individual actions and derivative 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 “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 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. On September 30, 2016, plaintiffs filed a third amended complaint to reflect certain prior rulings by the court in connection with various motions to dismiss. 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. Trial was scheduled to begin on January 21, 2020. On September 8, 2019, the Company, along with the other parties to the Class Action, signed a Memorandum of Understanding (“MOU”) providing for the settlement of the Class Action, and on September 30, 2019, the parties entered into a Stipulation of Settlement (the “Class Action Settlement”) consistent with the terms of the MOU. Pursuant to the proposed Class Action Settlement, certain defendants agreed to pay in the aggregate $1.025 billion , comprised of contributions from the Company’s Former Manager totaling $225.0 million , $12.5 million from the Company’s Former CFO, $49.0 million from the Company’s former auditor, and the balance of $738.5 million from the Company, which is included in litigation and non-routine costs, net in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2019. The contribution from the Company’s Former Manager is inclusive of the value of substantially all of the Limited Partner OP Units and dividends surrendered to the Company in July 2019 as a result of a settlement by the Former Manager and certain of its principals with the SEC, totaling approximately $32.0 million , which is included in litigation and non-routine costs, net in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2019. As discussed in Note 12 - Equity, the Company recorded the surrender of such Limited Partner OP Units in July 2019 in its quarterly report on Form 10-Q for the quarter ended June 30, 2019 as a reduction to litigation and non-routine costs, net and recorded the surrendered dividends as a reduction to distributions payable, additional paid-in capital and non-controlling interests in the consolidated balance sheet as of June 30, 2019. The Class Action Settlement does not contain any admission of liability, wrongdoing or responsibility by any of the parties. The Class Action Settlement is subject to court approval and is contingent on final approval of the Derivative Settlement discussed herein. On October 4, 2019, the court issued an order granting preliminary approval of the Class Action Settlement and setting a hearing date for January 21, 2020 to consider final approval of the settlement. The Company, certain of its former officers and directors, and the OP, among others, were also named as defendants in thirteen individual securities fraud actions filed in the United States District Court for the Southern District of New York: Jet Capital Master Fund, L.P. v. American Realty Capital Properties, Inc., et al., No. 15-cv-307 (the “Jet Capital Action”); Twin Securities, Inc. v. American Realty Capital Properties, Inc., et al., No. 15-cv-1291; HG Vora Special Opportunities Master Fund, Ltd v. American Realty Capital Properties, Inc., et al., No. 15-cv-4107; BlackRock ACS US Equity Tracker Fund, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08464; PIMCO Funds: PIMCO Diversified Income Fund, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08466; Clearline Capital Partners LP, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08467; Pentwater Equity Opportunities Master Fund Ltd., et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08510; Archer Capital Master Fund, et al. v. American Realty Capital Properties, Inc. et al, No. 16-cv-05471; 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; Fir Tree Capital Opportunity Master Fund, L.P. et al. v. American Realty Capital Properties, Inc. et al., No. 17-cv-04975; and Cohen & Steers Institutional Realty Shares, Inc. et al v. American Realty Capital Properties, Inc. et al., No. 18-cv-06770, (collectively, the “Opt-Out Actions”). The Opt-Out Actions assert claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. The Company entered into a series of agreements dated September 30 through October 26, 2018 , to settle twelve of the thirteen pending Opt-Out Actions (the “Opt-Out Settlement Agreements”) brought by plaintiffs holding shares of common stock and swaps referencing common stock representing approximately 18.0% of VEREIT’s outstanding shares of common stock held at the end of the period covered by the litigations, for an aggregate payment of $127.5 million . The Opt-Out Settlement Agreements contain 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 each Opt-Out Action and/or third parties, including claims for contribution for amounts paid in the settlement. The Opt-Out Settlement Agreements do not contain any admission of liability, wrongdoing or responsibility by any of the parties. On October 27, 2015, the Company and certain of its former officers, among others, were also named as defendants in an individual securities fraud action filed in the United States District Court for the District of Arizona, captioned Vanguard Specialized Funds, et al. v. VEREIT, Inc. et al., No. 15-cv-02157 (the “Vanguard Action”). The Vanguard Action 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 “Vanguard Settlement Agreement”) to settle the Vanguard Action for a payment of $90.0 million . The Vanguard Settlement Agreement contains mutual releases by Plaintiffs and the Company, although the Company retains the right to pursue any and all claims against the other defendants in the Vanguard Action and/or third parties, including claims for contribution for amounts paid in the settlement. The Vanguard Settlement Agreement does not contain any admission of liability, wrongdoing or responsibility by any of the parties. Vanguard’s holdings accounted for approximately 13.0% of the Company’s outstanding shares of common stock held at the end of the period covered by the various pending shareholder actions. In addition to the settlement of the Opt-Out actions and the Vanguard Action discussed above, between February 5, 2019 and April 5, 2019 , the Company entered into a series of agreements to settle claims with shareholders who decided not to participate as class members in the Class Action. Pursuant to the terms of these settlement agreements, the shareholders released all claims that were the subject matter of the Class Action and the Company made payments totaling $27.9 million . On June 24, 2019, the Company and certain of its former officers were named as defendants in an individual action filed in the Supreme Court of the State of New York captioned Lakewood Capital Partners, L.P. v. American Realty Capital Properties, Inc., et al., Index No. 653676/2019 (the “Lakewood Action”), alleging claims of common law fraud arising out of allegedly false and misleading statements similar to those that are the subject of the Class Action. On September 6 and September 9, 2019, the Company entered into settlement agreements and releases similar to the Opt-Out Settlement Agreements to settle the only two remaining opt-out actions - the Jet Capital Action and the Lakewood Action - for a total of $27.0 million , which is included in litigation and non-routine costs, net in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2019. 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. In conjunction with entering into the Class Action Settlement, the Company entered into an agreement to resolve the SDNY Derivative Action (the “Derivative Settlement”). The Derivative Settlement is also subject to court approval and is contingent on final approval of the Class Action Settlement discussed herein. On October 4, 2019, the court issued an order granting preliminary approval of the Derivative Settlement and setting a hearing date for January 21, 2020 to consider final approval of the settlement. 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 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, and by order dated October 25, 2019, the stay was continued. There can be no assurance as to the timing of the court’s final approval of the Class Action Settlement and the Derivative Settlement, whether such approvals will be obtained, or how these settlements may affect any potential future resolution of the remaining derivative lawsuits, the SEC investigation or the timing of any such resolutions. The Company has not reserved an amount for the SEC investigation because it believes that any probable loss or reasonably possible range of loss is not reasonably estimable at this time. The ultimate resolution of all of these matters, the timing and/or 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 agreement and plan of merger with Cole Real Estate Investments, Inc. 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 this 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. Purchase Commitments In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. 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. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases Lessor The Company is the lessor for its 3,926 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.06 years to 25.3 years . Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Fixed: Cash rent $ 272,032 $ 281,079 $ 831,931 $ 841,629 Straight-line rent 5,470 8,780 20,925 31,167 Lease intangible amortization (692 ) (1,058 ) (2,034 ) (3,233 ) Sub-lease (1) 5,328 4,090 16,099 12,099 Total fixed 282,138 292,891 866,921 881,662 Variable (2) 20,637 20,743 64,312 62,200 Income from direct financing leases 210 232 638 742 Total rental revenue $ 302,985 $ 313,866 $ 931,871 $ 944,604 ____________________________________ (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter (in thousands). 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. Future Minimum Operating Lease Payments Future Minimum (1) October 1, 2019 - December 31, 2019 $ 238,289 $ 586 2020 1,064,654 2,215 2021 1,029,745 2,095 2022 959,964 2,006 2023 882,138 1,622 Thereafter 5,298,715 788 Total $ 9,473,505 $ 9,312 ____________________________________ (1) Related to 24 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.3 years to 79.9 years , some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.5 years as of September 30, 2019 . Under certain ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance, which are generally reimbursed by the ground lease sub-tenants. The weighted average discount rate for the Company’s operating leases was 4.91% as of September 30, 2019 . As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the three and nine months ended September 30, 2019 (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost (1) $ 5,794 $ 18,190 Sublease income (2) $ (5,328 ) $ (16,099 ) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million , respectively, the Company reduced the right-of-use assets by $2.5 million and operating lease liabilities by $3.0 million , for non-cash activity related to additions, dispositions and lease modifications during the nine months ended September 30, 2019 . The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of September 30, 2019 (in thousands). Future Minimum Lease Payments October 1, 2019 - December 31, 2019 $ 5,357 2020 22,286 2021 22,283 2022 22,121 2023 21,679 Thereafter 246,051 Total 339,777 Less: imputed interest 116,489 Total $ 223,288 The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2018 , as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (in thousands), which excluded certain ground leases under which the Company's sub-tenants are responsible for paying the rent under these leases directly to the ground lessor. Future Minimum Lease Payments 2019 $ 18,479 2020 18,191 2021 17,929 2022 18,118 2023 17,772 Thereafter 196,670 Total $ 287,159 |
Leases | Leases Lessor The Company is the lessor for its 3,926 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.06 years to 25.3 years . Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Fixed: Cash rent $ 272,032 $ 281,079 $ 831,931 $ 841,629 Straight-line rent 5,470 8,780 20,925 31,167 Lease intangible amortization (692 ) (1,058 ) (2,034 ) (3,233 ) Sub-lease (1) 5,328 4,090 16,099 12,099 Total fixed 282,138 292,891 866,921 881,662 Variable (2) 20,637 20,743 64,312 62,200 Income from direct financing leases 210 232 638 742 Total rental revenue $ 302,985 $ 313,866 $ 931,871 $ 944,604 ____________________________________ (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter (in thousands). 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. Future Minimum Operating Lease Payments Future Minimum (1) October 1, 2019 - December 31, 2019 $ 238,289 $ 586 2020 1,064,654 2,215 2021 1,029,745 2,095 2022 959,964 2,006 2023 882,138 1,622 Thereafter 5,298,715 788 Total $ 9,473,505 $ 9,312 ____________________________________ (1) Related to 24 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.3 years to 79.9 years , some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.5 years as of September 30, 2019 . Under certain ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance, which are generally reimbursed by the ground lease sub-tenants. The weighted average discount rate for the Company’s operating leases was 4.91% as of September 30, 2019 . As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the three and nine months ended September 30, 2019 (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost (1) $ 5,794 $ 18,190 Sublease income (2) $ (5,328 ) $ (16,099 ) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million , respectively, the Company reduced the right-of-use assets by $2.5 million and operating lease liabilities by $3.0 million , for non-cash activity related to additions, dispositions and lease modifications during the nine months ended September 30, 2019 . The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of September 30, 2019 (in thousands). Future Minimum Lease Payments October 1, 2019 - December 31, 2019 $ 5,357 2020 22,286 2021 22,283 2022 22,121 2023 21,679 Thereafter 246,051 Total 339,777 Less: imputed interest 116,489 Total $ 223,288 The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2018 , as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (in thousands), which excluded certain ground leases under which the Company's sub-tenants are responsible for paying the rent under these leases directly to the ground lessor. Future Minimum Lease Payments 2019 $ 18,479 2020 18,191 2021 17,929 2022 18,118 2023 17,772 Thereafter 196,670 Total $ 287,159 |
Leases | Leases Lessor The Company is the lessor for its 3,926 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.06 years to 25.3 years . Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Fixed: Cash rent $ 272,032 $ 281,079 $ 831,931 $ 841,629 Straight-line rent 5,470 8,780 20,925 31,167 Lease intangible amortization (692 ) (1,058 ) (2,034 ) (3,233 ) Sub-lease (1) 5,328 4,090 16,099 12,099 Total fixed 282,138 292,891 866,921 881,662 Variable (2) 20,637 20,743 64,312 62,200 Income from direct financing leases 210 232 638 742 Total rental revenue $ 302,985 $ 313,866 $ 931,871 $ 944,604 ____________________________________ (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter (in thousands). 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. Future Minimum Operating Lease Payments Future Minimum (1) October 1, 2019 - December 31, 2019 $ 238,289 $ 586 2020 1,064,654 2,215 2021 1,029,745 2,095 2022 959,964 2,006 2023 882,138 1,622 Thereafter 5,298,715 788 Total $ 9,473,505 $ 9,312 ____________________________________ (1) Related to 24 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.3 years to 79.9 years , some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.5 years as of September 30, 2019 . Under certain ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance, which are generally reimbursed by the ground lease sub-tenants. The weighted average discount rate for the Company’s operating leases was 4.91% as of September 30, 2019 . As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the three and nine months ended September 30, 2019 (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost (1) $ 5,794 $ 18,190 Sublease income (2) $ (5,328 ) $ (16,099 ) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million , respectively, the Company reduced the right-of-use assets by $2.5 million and operating lease liabilities by $3.0 million , for non-cash activity related to additions, dispositions and lease modifications during the nine months ended September 30, 2019 . The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of September 30, 2019 (in thousands). Future Minimum Lease Payments October 1, 2019 - December 31, 2019 $ 5,357 2020 22,286 2021 22,283 2022 22,121 2023 21,679 Thereafter 246,051 Total 339,777 Less: imputed interest 116,489 Total $ 223,288 The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2018 , as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (in thousands), which excluded certain ground leases under which the Company's sub-tenants are responsible for paying the rent under these leases directly to the ground lessor. Future Minimum Lease Payments 2019 $ 18,479 2020 18,191 2021 17,929 2022 18,118 2023 17,772 Thereafter 196,670 Total $ 287,159 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Equity | Equity Common Stock and General Partner OP Units The General Partner is authorized to issue up to 1.5 billion shares of Common Stock. As of September 30, 2019 , the General Partner had approximately 1.1 billion shares of Common Stock issued and outstanding. Additionally, the Operating Partnership had approximately 1.1 billion General Partner OP Units issued and outstanding as of September 30, 2019 , corresponding to the General Partner’s outstanding shares of Common Stock. Common Stock Offering On September 26, 2019 , the Company completed a public equity offering (the "Offering"), selling a total of 94.3 million shares of Common Stock, which included the full exercise of the underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts and offering expenses, of $886.9 million . The Company contributed the net proceeds from this offering to the OP in exchange for additional General Partner OP Units, which have substantially identical economic terms as the Company’s common stock. Subsequent to September 30, 2019, the net proceeds of the Offering were used to pay amounts owed in connection with the settlement of certain litigation, as described in Note 10 – Commitments and Contingencies , and for general corporate purposes. Common Stock Continuous Offering Programs On September 19, 2016, the Company registered a continuous equity offering program (the “Prior Program”) pursuant to which the Company could offer and sell, from time to time, 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 and during the nine months ended September 30, 2019 , the Company had issued 5.0 million shares under the Prior Program, at a weighted average price per share of $8.42 , for gross proceeds of $42.5 million . The weighted average price per share, net of offering costs, was $8.30 , for net proceeds of $41.8 million . On April 15, 2019, the Company established a new continuous equity offering program pursuant to which the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022 in “at-the-market” offerings or certain other transactions ( the “Current ATM Program”). The Current ATM Program replaced the Prior Program. The proceeds from any sale of shares under the Prior Program or the Current ATM Program have been or will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. No shares have been issued under the Current ATM Program as of September 30, 2019 . Series F Preferred Stock and Series F Preferred OP Units 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 was 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 PF. The Series F Preferred Units contain the same terms as the Series F Preferred Stock. On July 5, 2019 , the Company redeemed 4.0 million shares of Series F Preferred Stock, representing approximately 9.33% of the issued and outstanding preferred shares. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share. As of September 30, 2019 , there were approximately 38.9 million shares of Series F Preferred Stock (and approximately 38.9 million corresponding General Partner Series F Preferred Units) and 49,766 Limited Partner Series F Preferred Units issued and outstanding. Limited Partner OP Units As of September 30, 2019 the Operating Partnership had approximately 20.8 million Limited Partner OP Units outstanding. On July 16, 2019, the SEC filed a complaint in United States District Court for the Southern District of New York charging the Company’s Former Manager (including certain of its principals) with securities law violations for, among other things, wrongfully obtaining certain incentive fees in connection with mergers entered into by the Company in 2013 and 2014. Simultaneously with the filing of the complaint, the parties entered into proposed settlement agreements, without admitting or denying the allegations of the complaint, pursuant to which 2.9 million Limited Partner OP Units were surrendered by the Former Manager and the Former CFO to the Company. The Company recorded the surrender of the Limited Partner OP Units as a reduction to litigation and non-routine costs, net, of $26.5 million , using a per share price of $9.08 , during the second quarter of 2019 . In addition to surrendering the 2.9 million Limited Partner OP Units, the Former Manager and the Former CFO relinquished any rights to $6.4 million of dividends on those units, which the Company had withheld payment of since October 2015. During the second quarter of 2019, the Company reduced additional paid-in capital, distributions payable and non–controlling interests in the accompanying financial statements of VEREIT, Inc. and made a corresponding reduction in distributions payable in the General Partner's common equity and Limited Partner's common equity in the accompanying financial statements of the OP. The court approved the settlements on July 17, 2019 and the Limited Partner OP Units were subsequently canceled on July 26, 2019 . As discussed in Note 10 – Commitments and Contingencies , the contribution to the Class Action Settlement by the Company’s Former Manager included the value of substantially all of these surrendered Limited Partner OP Units and dividends. Subsequent to September 30, 2019, the Former Manager and Former CFO surrendered an aggregate of 19.9 million Limited Partner OP Units to the Company to fund a portion of their contributions toward the Class Action Settlement. As of September 30, 2019 , the surrendered Limited Partner OP Units were outstanding and the Company recorded a payable of $192.0 million , using a per unit price of $9.66 . The Company reduced additional paid-in capital and non-controlling interests in the accompanying financial statements of VEREIT, Inc. and reduced the General Partner’s common equity and Limited Partner’s common equity in the accompanying financial statements of the OP. On October 15, 2019, the Company contributed cash to the settlement fund equal to the value of the surrendered Limited Partner OP Units and the surrendered Limited Partner OP Units were canceled. Refer to Note 10 – Commitments and Contingencies for additional information. Common Stock Dividends On August 5, 2019 , 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 2019 to stockholders of record as of September 30, 2019 , which was paid on October 15, 2019 . An equivalent distribution by the Operating Partnership is applicable per OP Unit. Share Repurchase Programs On May 3, 2018 , the Company’s Board of Directors terminated its prior share repurchase program and authorized a new program (the “2018 Share Repurchase Program”) that permitted the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 3, 2019 , as market conditions warranted. On May 6, 2019 , the Company’s Board of Directors authorized a new share repurchase program (the “2019 Share Repurchase Program”) that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022 . Under the programs, 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 and repurchases are subject to prevailing market conditions, the trading price of the Common Stock, the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company under the share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock. There were no share repurchases under the 2018 Share Repurchase Program or 2019 Share Repurchase Program during the nine months ended September 30, 2019 . As of September 30, 2019 , the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program and had repurchased 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 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On November 13, 2017, the Company entered into a purchase and sale agreement (as amended by that certain First Amendment to the Purchase and Sale Agreement, dated as of February 1, 2018, the “Cole Capital Purchase and Sale Agreement”). On February 1, 2018 , the Company completed the sale of its investment management segment, Cole Capital, under the terms of the Cole Capital Purchase and Sale Agreement. Substantially all of the Cole Capital segment 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 up to an aggregate of $80.0 million of additional fees over the next five years if future revenues of Cole Capital exceed a specified dollar threshold (the “Net Revenue Payments”). There were no Net Revenue Payments received or earned since the sale. Substantially all of the Cole Capital segment financial results are reflected in the financial statements as discontinued operations. There were no discontinued operations or cash flows for the three and nine months ended September 30, 2019 and the three months ended September 30, 2018 . The following is a summary of the financial information for discontinued operations for the nine months ended September 30, 2018 (in thousands): Nine Months Ended September 30, 2018 Revenues: Offering-related fees and reimbursements $ 1,027 Transaction service fees and reimbursements 334 Management fees and reimbursements 6,452 Total revenues 7,813 Operating expenses: Cole Capital reallowed fees and commissions 602 Transaction costs (1) (654 ) General and administrative 4,450 Total operating expenses 4,398 Operating income 3,415 Loss on disposition and assets held for sale (1,785 ) Income before taxes 1,630 Benefit from income taxes 2,095 Income from discontinued operations, net of income taxes $ 3,725 ___________________________________ (1) The negative balance for the nine months ended September 30, 2018 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. The following is a summary of cash flows related to discontinued operations for the nine months ended September 30, 2018 (in thousands): Nine Months Ended September 30, 2018 Cash flows related to discontinued operations: Cash flows used in operating activities $ (10,438 ) Cash flows from investing activities $ 122,915 |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2019 | |
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 CCIT II, CCIT III, Cole Credit Property Trust IV, Inc. (“CCPT IV”), CCPT V, and CIM Income NAV, Inc. (formerly known as Cole Real Estate Income Strategy (Daily NAV), Inc.) (“INAV” and collectively with CCIT II, CCIT III, CCPT IV, CCPT V, 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 13 — Discontinued Operations , on February 1, 2018 , the Company completed the sale of Cole Capital. The Cole Capital financial results are reflected in the 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. During the three and nine months ended September 30, 2018 , the Company earned less than $0.1 million and $8.0 million , respectively of offering-related, transaction services and management fees and reimbursements from the Cole REITs. No such fees were earned during the three and nine months ended September 30, 2019 . 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 (loss), net in the accompanying consolidated statement of operations for the nine months ended September 30, 2018 , to the Cole Purchaser, retaining interests in CCIT II, CCIT III and CCPT V. As of September 30, 2019 and December 31, 2018 , the Company owned aggregate equity investments of $7.6 million and $7.8 million , respectively, in CCIT II, CCIT III and CCPT V. During the nine months ended September 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 (loss), net in the accompanying consolidated statement of operations. During the nine months ended September 30, 2019 , the Company recognized a loss of $0.3 million related to the change in fair value from the carrying value at December 31, 2018 , which is included in other income (loss), net in the accompanying consolidated statements of operations. |
Net Income (Loss) Per Share_Uni
Net Income (Loss) Per Share/Unit | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share/Unit | Net Income (Loss) Per Share/Unit The General Partner’s unvested Restricted Shares contain non-forfeitable rights to dividends and are considered to be participating securities in accordance with U.S. GAAP and, therefore, are included in the computation of earnings per share under the two-class computation method. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. The unvested Restricted Shares are not allocated losses as the awards do not have a contractual obligation to share in losses of the General Partner. The two-class computation method is an earnings allocation formula that determines earnings per share for each class of shares of Common Stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. Net Income (Loss) Per Share The following is a summary of the basic and diluted net loss per share computation for the General Partner for the three and nine months ended September 30, 2019 and 2018 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Loss from continuing operations $ (741,529 ) $ (73,942 ) $ (378,274 ) $ (119,597 ) Noncontrolling interests’ loss from continuing operations 15,089 1,825 6,796 2,969 Net loss from continuing operations attributable to the General Partner (726,440 ) (72,117 ) (371,478 ) (116,628 ) Dividends to preferred shares and units (16,578 ) (17,973 ) (52,524 ) (53,919 ) Net loss from continuing operations available to the General Partner (743,018 ) (90,090 ) (424,002 ) (170,547 ) Earnings allocated to participating securities — (11 ) — (33 ) Income from discontinued operations, net of income taxes — — — 3,725 Income from discontinued operations attributable to limited partners — — — (89 ) Net loss used in basic and diluted net loss per share $ (743,018 ) $ (90,101 ) $ (424,002 ) $ (166,944 ) Weighted average number of Common Stock outstanding - basic and diluted 978,982,729 967,798,401 973,760,599 969,521,946 Basic and diluted net loss per share from continuing operations attributable to common stockholders $ (0.76 ) $ (0.09 ) $ (0.43 ) $ (0.18 ) Basic and diluted net income per share from discontinued operations attributable to common stockholders $ — $ — $ — $ 0.00 Basic and diluted net loss per share attributable to common stockholders (1) $ (0.76 ) $ (0.09 ) $ (0.43 ) $ (0.17 ) _______________________________________________ (1) Amounts may not total due to rounding. The following were excluded from diluted net loss per share attributable to common stockholders, as the effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted average unvested Restricted Shares and Restricted Stock Units (1) 2,350,536 354,882 1,782,311 165,353 Weighted average stock options (1) 772,924 54,827 433,849 — Limited Partner OP Units 20,793,463 23,715,908 22,720,350 23,728,741 _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. Net Income (Loss) Per Unit The following is a summary of the basic and diluted net loss per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the three and nine months ended September 30, 2019 and 2018 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Loss from continuing operations $ (741,529 ) $ (73,942 ) $ (378,274 ) $ (119,597 ) Noncontrolling interests’ loss from continuing operations 25 57 83 113 Net loss from continuing operations attributable to the Operating Partnership (741,504 ) (73,885 ) (378,191 ) (119,484 ) Dividends to preferred units (16,578 ) (17,973 ) (52,524 ) (53,919 ) Net loss from continuing operations available to the Operating Partnership (758,082 ) (91,858 ) (430,715 ) (173,403 ) Earnings allocated to participating units — (11 ) — (33 ) Income from discontinued operations, net of income taxes — — — 3,725 Net loss used in basic and diluted net loss per unit $ (758,082 ) $ (91,869 ) $ (430,715 ) $ (169,711 ) Weighted average number of common units outstanding - basic and diluted 999,776,192 991,514,309 996,480,948 993,250,687 Basic and diluted net loss per unit from continuing operations attributable to common unitholders $ (0.76 ) $ (0.09 ) $ (0.43 ) $ (0.18 ) Basic and diluted net income per unit from discontinued operations attributable to common unitholders $ — $ — $ — $ 0.00 Basic and diluted net loss per unit attributable to common unitholders (1) $ (0.76 ) $ (0.09 ) $ (0.43 ) $ (0.17 ) _______________________________________________ (1) Amounts may not total due to rounding. The following were excluded from diluted net loss per unit attributable to common unitholders, as the effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted average unvested Restricted Shares and Restricted Stock Units (1) 2,350,536 354,882 1,782,311 165,353 Weighted average stock options (1) 772,924 54,827 433,849 — _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The following events occurred subsequent to September 30, 2019 : Real Estate Investment Activity From October 1, 2019 through October 23, 2019 the Company disposed of two properties, for an aggregate gross sales price of $7.3 million , both of which were held for sale with an aggregate carrying value of $5.2 million as of September 30, 2019 and an estimated gain of $1.8 million . Class Action Settlement In connection with the Class Action Settlement, on October 15, 2019, the Company funded $966.3 million , which included the Company’s contribution of $738.5 million . The contribution from the Company’s Former Manager and Former CFO was satisfied with a combination of (i) Limited Partner OP Units held by the Former Manager and Former CFO, (ii) amounts due related to dividends on certain of such Limited Partner OP Units previously withheld from distribution, (iii) the value of substantially all of the Limited Partner OP Units and dividends surrendered to the Company in July 2019 as a result of a settlement by the Former Manager with the SEC, and (iv) cash paid by the Former Manager and Former CFO. On October 15, 2019, the Company contributed $227.8 million for such OP Units and dividends and canceled the 19.9 million Limited Partner OP Units surrendered by the Former Manager and Former CFO to the Company. Common Stock Dividend On November 5, 2019 , the Company’s Board of Directors declared a quarterly cash dividend of $0.1375 per share of Common Stock (equaling an annualized dividend rate of $0.55 per share) for the fourth quarter of 2019 to stockholders of record as of December 31, 2019 , which will be paid on January 15, 2020 . An equivalent distribution by the Operating Partnership is applicable per OP Unit. Preferred Stock Dividend On November 5, 2019 , the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for January 2020 through March 2020 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 December 15, 2019 - January 14, 2020 January 1, 2020 January 15, 2020 January 15, 2020 - February 14, 2020 February 1, 2020 February 18, 2020 February 15, 2020 - March 14, 2020 March 1, 2020 March 16, 2020 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the three and nine months ended September 30, 2019 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, 2018 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 21, 2019. There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2019 , except any policies impacted by the adoption of the Leasing ASUs, as defined in the “Recent Accounting Pronouncements” section 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 a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest 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 and Note 12 – Equity , certain third parties have been issued OP Units and Series F Preferred 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 or Series F Preferred Units to Series F Preferred Stock, any difference between the fair value of shares of Common Stock or Series F Preferred Stock, as applicable, issued and the carrying value of the OP Units or Series F Preferred Units, as applicable, converted is recorded as a component of equity. As of September 30, 2019 and December 31, 2018 , there were approximately 20.8 million and 23.7 million Limited Partner OP Units issued and outstanding, respectively, and 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding, respectively. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP. |
Reclassification | As described below, the following items previously reported have been reclassified to conform with the current period’s presentation. The operating expense reimbursements line item has been combined into rental revenue for prior periods presented to be consistent with the current year presentation. The (loss) gain on derivative instruments, net line item has been combined into other income (loss), net for prior periods presented to be consistent with the current year presentation. |
Revenue Recognition - Real Estate | The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Upon adoption of Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), effective January 1, 2019, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental income and does not record an allowance for uncollectible accounts. |
Litigation and Non-Routine Costs, Net | The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies. |
Equity-based Compensation | The Company has an equity-based incentive award plan (the “Equity Plan”) for 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 or when the requirements for exercise of the award have been met. |
Recent Accounting Pronouncements | Adopted Accounting Standards The Company adopted ASC 842, effective January 1, 2019. The adoption did not have a material impact on the Company’s consolidated statements of operations. The most significant impact was the recognition of operating lease right-of-use (“ROU”) assets and operating lease liabilities for operating leases pursuant to which the Company is the lessee. The Company’s impairment assessment for ROU assets will be consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly, which is discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . The lessor accounting model under ASC 842 is similar to existing guidance, however, it limits the capitalization of initial direct leasing costs, such as internally generated costs. The Company elected all practical expedients permitted under ASC 842, other than the hindsight practical expedient. Accordingly, the Company will retain distinction between a finance lease (i.e., capital leases under existing guidance) and an operating lease and account for its existing operating leases as operating leases under the new guidance, which did not require the reassessment of lease arrangements, lease classification or initial direct costs. The Company does not have a cumulative effect adjustment to retained earnings upon adoption. The Company, as lessor, identified three separate lease components as follows: 1) land lease component, 2) single property lease component comprised of building, land improvements and tenant improvements, and 3) furniture and fixtures. The nonlease components relate to service obligations under certain lease contracts for service of the building, land improvements or tenant improvements. The Company determined the nonlease components are eligible to be combined under the practical expedient in ASU 2018-11, Leases (Topic 842) (“ASU 2018-11,” combined with ASC 842, “Leasing ASUs”) and the nonlease components will be included with the single property lease component as the predominant component. Therefore, the Company will account for the combined component as a lease component under ASC 842. Refer to Note 11 - Leases for the related disclosures. Accounting Standards Not Yet Adopted |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Litigation and non-routine costs, net of insurance recoveries | Litigation and non-routine costs, net include the following costs and recoveries (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Litigation and non-routine costs, net: Audit Committee Investigation and related matters (1) $ 32,051 $ 13,009 $ 69,509 $ 51,969 Legal fees and expenses (2) — 386 2 521 Litigation settlements (3) 799,973 127,500 812,208 217,500 Total costs 832,024 140,895 881,719 269,990 Insurance recoveries (4) — (2,300 ) (48,420 ) (2,568 ) Other recoveries (5) — — (26,536 ) — Total $ 832,024 $ 138,595 $ 806,763 $ 267,422 ___________________________________ (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, net of accrual reversals. (2) Includes legal fees and expenses associated with litigation resulting from prior mergers and excludes amounts presented in income from discontinued operations, net of income taxes in the consolidated statements of operations for the nine months ended September 30, 2018 . (3) Refer to Note 10 – Commitments and Contingencies for additional information. (4) $2.3 million during the three months ended September 30, 2018 relates to litigation resulting from prior mergers. (5) Represents the surrender of 2.9 million Limited Partner OP Units. Refer to Note 12 – Equity for additional information. |
Summary of equity-based compensation expense | The following is a summary of equity-based compensation expense for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Restricted Shares $ — $ 149 $ 77 $ 466 Time-Based Restricted Stock Units (1) 1,272 1,338 3,748 3,931 Long-Term Incentive-Based Restricted Stock Units 1,455 1,564 4,074 4,270 Deferred Stock Units 82 72 1,101 1,087 Stock Options 335 200 899 449 Total $ 3,144 $ 3,323 $ 9,899 $ 10,203 ___________________________________ (1) Includes stock compensation expense attributable to awards for which the requisite service period begins prior to the assumed future grant date. |
Real Estate Investments and R_2
Real Estate Investments and Related Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Nine Months Ended September 30, 2019 2018 Real estate investments, at cost: Land $ 47,749 $ 54,732 Buildings, fixtures and improvements 181,904 181,011 Total tangible assets 229,653 235,743 Acquired intangible assets: In-place leases and other intangibles (1) 31,062 42,050 Above-market leases (2) — 2,750 Assumed intangible liabilities: Below-market leases (3) — (116 ) Total purchase price of assets acquired $ 260,715 $ 280,427 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 15.2 years and 15.7 years for 2019 Acquisitions and 2018 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 10.8 years for 2018 Acquisitions. (3) The weighted average amortization period for assumed intangible lease liabilities is 9.9 years for 2018 Acquisitions. |
Schedule of Intangible Assets | Intangible lease assets and liabilities of the Company consisted of the following as of September 30, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2019 December 31, 2018 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $741,320 and $703,909, respectively 14.1 $ 867,642 $ 980,971 Leasing commissions, net of accumulated amortization of $5,313 and $4,048, respectively 10.2 15,058 15,660 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $108,256 and $105,936, respectively 13.6 172,343 201,875 Total intangible lease assets, net $ 1,055,043 $ 1,198,506 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $96,911 and $89,905, respectively 19.2 $ 147,997 $ 173,479 |
Schedule of Intangible Liabilities | Intangible lease assets and liabilities of the Company consisted of the following as of September 30, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2019 December 31, 2018 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $741,320 and $703,909, respectively 14.1 $ 867,642 $ 980,971 Leasing commissions, net of accumulated amortization of $5,313 and $4,048, respectively 10.2 15,058 15,660 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $108,256 and $105,936, respectively 13.6 172,343 201,875 Total intangible lease assets, net $ 1,055,043 $ 1,198,506 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $96,911 and $89,905, respectively 19.2 $ 147,997 $ 173,479 |
Schedule of Amortization Expense and Adjustments to Rental Income | The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of September 30, 2019 (amounts in thousands) : Remainder of 2019 2020 2021 2022 2023 In-place leases and other intangibles: Total projected to be included in amortization expense $ 31,015 $ 115,891 $ 108,723 $ 95,161 $ 84,677 Leasing commissions: Total projected to be included in amortization expense 571 2,154 1,997 1,906 1,725 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 5,063 19,426 19,000 18,189 17,245 Below-market lease liabilities: Total projected to be included in rental revenue 4,432 15,778 14,637 13,796 13,073 |
Investment in Unconsolidated Joint Ventures | The following is a summary of the Company’s investments in unconsolidated joint ventures as of September 30, 2019 and December 31, 2018 and for the nine months ended September 30, 2019 and 2018 (dollar amounts in thousands): Carrying Amount of Investment (2) Equity in Income Nine Months Ended Investment Ownership % (1) Number of Properties September 30, 2019 December 31, 2018 September 30, 2019 September 30, 2018 Faison JV Bethlehem GA 90% 1 $ 39,633 $ 35,289 $ 1,583 $ 993 Industrial Partnership 20% 6 29,392 — 99 — $ 69,025 $ 35,289 $ 1,682 $ 993 ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The total carrying amount of the investments was greater than the underlying equity in net assets by $4.7 million as of September 30, 2019 and December 31, 2018 . 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. |
Rent and Tenant Receivables a_2
Rent and Tenant Receivables and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Rent and Tenant Receivables and Other Assets, Net | Rent and tenant receivables and other assets, net consisted of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Straight-line rent receivable, net (1) $ 261,074 $ 259,106 Accounts receivable, net (1) 38,732 36,939 Deferred costs, net (2) 10,359 17,515 Investment in direct financing leases, net 9,914 13,254 Investment in Cole REITs (3) 7,552 7,844 Prepaid expenses 6,662 5,022 Leasehold improvements, property and equipment, net (4) 5,042 9,754 Other assets, net 8,120 16,658 Total $ 347,455 $ 366,092 ___________________________________ (1) As of December 31, 2018 , allowance for uncollectible accounts included in straight-line rent receivable, net and accounts receivable, net was $1.0 million and $5.3 million , respectively. Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does not record an allowance for uncollectible accounts. Any recoveries for those receivables reserved prior to adoption of ASC 842 will be recorded as an adjustment to rental revenue. (2) Amortization expense for deferred costs related to the revolving credit facilities totaled $0.9 million and $1.3 million for the three months ended September 30, 2019 and 2018 , respectively, and $2.9 million and $6.0 million for the nine months ended September 30, 2019 and 2018 , respectively. Accumulated amortization for deferred costs related to the revolving credit facilities was $50.6 million and $47.6 million as of September 30, 2019 and December 31, 2018 , respectively. (3) On February 1, 2018 , the Company completed the sale of Cole Capital (as described in Note 13 — Discontinued Operations ), retaining interests in 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”). (4) Amortization expense for leasehold improvements totaled $0.1 million and $0.3 million for the three months ended September 30, 2019 and 2018 , respectively, and $0.6 million and $0.9 million for the nine months ended September 30, 2019 and 2018 , respectively, with no related write-offs. Accumulated amortization was $2.7 million and $5.9 million as of September 30, 2019 and December 31, 2018 , respectively. Depreciation expense for property and equipment totaled $0.3 million for each of the three months ended September 30, 2019 and 2018 , with no related write-offs. Depreciation expense for property and equipment totaled $1.0 million for the nine months ended September 30, 2019 , inclusive of write-offs of less than $0.1 million and $1.2 million for the nine months ended September 30, 2018 , with no related write-offs. Accumulated depreciation was $5.1 million and $7.0 million as of September 30, 2019 and December 31, 2018 , respectively. The Company disposed of $4.1 million , net, of leasehold improvements, property and equipment, which is included in restructuring in the accompanying consolidated statements of operations for the nine months ended September 30, 2019 . |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 and December 31, 2018 , aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of September 30, 2019 Assets: Investment in Cole REITs $ — $ — $ 7,552 $ 7,552 Liabilities: Derivative liabilities $ — $ (47,964 ) $ — $ (47,964 ) Level 1 Level 2 Level 3 Balance as of December 31, 2018 Assets: Derivative assets $ — $ 544 $ — $ 544 Investment in Cole REITs — — 7,844 7,844 Total assets $ — $ 544 $ 7,844 $ 8,388 |
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 nine months ended September 30, 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292 ) Ending Balance, September 30, 2019 $ 7,552 The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2018 (in thousands): CMBS Investment in Cole REITs Beginning balance, January 1, 2018 $ 40,974 $ 3,264 Total gains and losses Unrealized loss included in other comprehensive income, net (71 ) — Realized loss included in other income, net (34 ) — Unrealized gain included in other income, net — 5,102 Purchases, issuance, settlements Return of principal received (4,864 ) — Amortization included in net income, net 157 — Sale of investments (9,880 ) (522 ) Transfers out of Level 3 into Level 1 (1) (12,756 ) — Ending Balance, September 30, 2018 $ 13,526 $ 7,844 ___________________________________ (1) As of December 31, 2017, the Company’s commercial mortgage backed securities (“CMBS”) were carried at fair value and valued using Level 3 inputs. Subsequent to September 30, 2018, the Company sold two |
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 nine months ended September 30, 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292 ) Ending Balance, September 30, 2019 $ 7,552 The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2018 (in thousands): CMBS Investment in Cole REITs Beginning balance, January 1, 2018 $ 40,974 $ 3,264 Total gains and losses Unrealized loss included in other comprehensive income, net (71 ) — Realized loss included in other income, net (34 ) — Unrealized gain included in other income, net — 5,102 Purchases, issuance, settlements Return of principal received (4,864 ) — Amortization included in net income, net 157 — Sale of investments (9,880 ) (522 ) Transfers out of Level 3 into Level 1 (1) (12,756 ) — Ending Balance, September 30, 2018 $ 13,526 $ 7,844 ___________________________________ (1) As of December 31, 2017, the Company’s commercial mortgage backed securities (“CMBS”) were carried at fair value and valued using Level 3 inputs. Subsequent to September 30, 2018, the Company sold two of its CMBS. This resulted in transfers out of Level 3 into Level 1, as the Company used trade confirmations to determine the fair value as of September 30, 2018 . |
Fair value, by balance sheet grouping | The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at September 30, 2019 Fair Value at September 30, 2019 Carrying Amount at December 31, 2018 Fair Value at December 31, 2018 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,726,620 $ 1,787,529 $ 1,933,209 $ 1,961,496 Corporate bonds, net 2 2,646,348 2,848,669 3,395,885 3,368,928 Convertible debt, net 2 400,053 409,419 398,591 396,905 Credit facility 2 900,000 900,000 403,000 403,000 Total liabilities $ 5,673,021 $ 5,945,617 $ 6,130,685 $ 6,130,329 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes the carrying value of debt as of September 30, 2019 and December 31, 2018 , and the debt activity for the nine months ended September 30, 2019 (in thousands): Nine Months Ended September 30, 2019 Balance as of December 31, 2018 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of September 30, 2019 Mortgage notes payable: Outstanding balance $ 1,917,132 $ — $ (200,933 ) $ — $ 1,716,199 Net premiums (1) 16,077 — 107 (5,763 ) 10,421 Deferred costs (10,552 ) — 125 1,624 (8,803 ) Mortgages notes payable, net 1,922,657 — (200,701 ) (4,139 ) 1,717,817 Corporate bonds: Outstanding balance 3,400,000 — (750,000 ) — 2,650,000 Discount (2) (4,115 ) — — 463 (3,652 ) Deferred costs (27,276 ) — — 3,248 (24,028 ) Corporate bonds, net 3,368,609 — (750,000 ) 3,711 2,622,320 Convertible debt: Outstanding balance 402,500 — — — 402,500 Discount (2) (3,909 ) — — 1,462 (2,447 ) Deferred costs (3,708 ) — — 1,381 (2,327 ) Convertible debt, net 394,883 — — 2,843 397,726 Credit facility: Outstanding balance 403,000 1,061,000 (564,000 ) — 900,000 Deferred costs (3) (1,227 ) (4,280 ) — 858 (4,649 ) Credit facility, net 401,773 1,056,720 (564,000 ) 858 895,351 Total debt $ 6,087,922 $ 1,056,720 $ (1,514,701 ) $ 3,273 $ 5,633,214 ____________________________________ (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. (3) Deferred costs relate to the Credit Facility Term Loan, as defined in the “Credit Facility” section below. |
Mortgages [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of September 30, 2019 (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 411 $ 3,421,417 $ 1,702,425 5.05 % 2.9 Variable-rate debt 1 34,004 13,774 5.29 % (4) 0.9 Total (5) 412 $ 3,455,421 $ 1,716,199 5.05 % 2.9 ____________________________________ (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) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of September 30, 2019 . (5) The table above does not include mortgage notes associated with Unconsolidated Joint Ventures of $269.3 million , which is non-recourse to the Company. The mortgage notes have a weighted-average fixed interest rate of 3.57% and mature on June 6, 2024 . |
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to September 30, 2019 (in thousands): Total October 1, 2019 - December 31, 2019 $ 2,458 2020 278,391 2021 352,259 2022 290,728 2023 125,537 Thereafter 666,826 Total $ 1,716,199 |
Corporate Bonds [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Corporate Bonds As of September 30, 2019 , the OP had $2.65 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance September 30, 2019 Interest Rate Maturity Date 2021 Senior Notes $ 400,000 4.125 % June 1, 2021 2024 Senior Notes 500,000 4.600 % February 6, 2024 2025 Senior Notes 550,000 4.625 % November 1, 2025 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 $ 2,650,000 4.449 % |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental cash flow information was as follows for the nine months ended September 30, 2019 and 2018 (in thousands): Nine Months Ended September 30, 2019 2018 Supplemental disclosures: Cash paid for interest $ 203,438 $ 204,366 Cash paid for income taxes 4,474 5,346 Non-cash investing and financing activities: Accrued capital expenditures, tenant improvements and real estate developments $ 13,670 $ 5,762 Accrued deferred financing costs — 169 Real estate contributions to Industrial Partnership 29,577 — Distributions declared and unpaid 150,970 145,673 Distributions payable relinquished 7,799 — Surrender of Limited Partner OP Units 191,974 — Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure 19,525 16,200 Exchange of real estate investments 8,900 1,386 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Accrued legal fees and litigation settlements $ 1,002,396 $ 32,715 Accrued interest 43,224 43,916 Accrued real estate and other taxes 34,762 25,208 Accounts payable 2,521 2,673 Accrued other 42,800 41,099 Total $ 1,125,703 $ 145,611 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lease Income | The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Fixed: Cash rent $ 272,032 $ 281,079 $ 831,931 $ 841,629 Straight-line rent 5,470 8,780 20,925 31,167 Lease intangible amortization (692 ) (1,058 ) (2,034 ) (3,233 ) Sub-lease (1) 5,328 4,090 16,099 12,099 Total fixed 282,138 292,891 866,921 881,662 Variable (2) 20,637 20,743 64,312 62,200 Income from direct financing leases 210 232 638 742 Total rental revenue $ 302,985 $ 313,866 $ 931,871 $ 944,604 ____________________________________ (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. |
Lessor, Operating Lease Payments Receivable | The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter (in thousands). 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. Future Minimum Operating Lease Payments Future Minimum (1) October 1, 2019 - December 31, 2019 $ 238,289 $ 586 2020 1,064,654 2,215 2021 1,029,745 2,095 2022 959,964 2,006 2023 882,138 1,622 Thereafter 5,298,715 788 Total $ 9,473,505 $ 9,312 ____________________________________ (1) Related to 24 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. |
Lessor, Direct Financing Leases Maturities | The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter (in thousands). 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. Future Minimum Operating Lease Payments Future Minimum (1) October 1, 2019 - December 31, 2019 $ 238,289 $ 586 2020 1,064,654 2,215 2021 1,029,745 2,095 2022 959,964 2,006 2023 882,138 1,622 Thereafter 5,298,715 788 Total $ 9,473,505 $ 9,312 ____________________________________ (1) Related to 24 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. |
Lease Cost | The following table presents the lease expense components for the three and nine months ended September 30, 2019 (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost (1) $ 5,794 $ 18,190 Sublease income (2) $ (5,328 ) $ (16,099 ) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. |
Lessee, Operating Lease Maturities | The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of September 30, 2019 (in thousands). Future Minimum Lease Payments October 1, 2019 - December 31, 2019 $ 5,357 2020 22,286 2021 22,283 2022 22,121 2023 21,679 Thereafter 246,051 Total 339,777 Less: imputed interest 116,489 Total $ 223,288 |
Lessee, Future Minimum Rental Payments | The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2018 , as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (in thousands), which excluded certain ground leases under which the Company's sub-tenants are responsible for paying the rent under these leases directly to the ground lessor. Future Minimum Lease Payments 2019 $ 18,479 2020 18,191 2021 17,929 2022 18,118 2023 17,772 Thereafter 196,670 Total $ 287,159 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following is a summary of the financial information for discontinued operations for the nine months ended September 30, 2018 (in thousands): Nine Months Ended September 30, 2018 Revenues: Offering-related fees and reimbursements $ 1,027 Transaction service fees and reimbursements 334 Management fees and reimbursements 6,452 Total revenues 7,813 Operating expenses: Cole Capital reallowed fees and commissions 602 Transaction costs (1) (654 ) General and administrative 4,450 Total operating expenses 4,398 Operating income 3,415 Loss on disposition and assets held for sale (1,785 ) Income before taxes 1,630 Benefit from income taxes 2,095 Income from discontinued operations, net of income taxes $ 3,725 ___________________________________ (1) The negative balance for the nine months ended September 30, 2018 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. The following is a summary of cash flows related to discontinued operations for the nine months ended September 30, 2018 (in thousands): Nine Months Ended September 30, 2018 Cash flows related to discontinued operations: Cash flows used in operating activities $ (10,438 ) Cash flows from investing activities $ 122,915 |
Net Income (Loss) Per Share_U_2
Net Income (Loss) Per Share/Unit (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following is a summary of the basic and diluted net loss per share computation for the General Partner for the three and nine months ended September 30, 2019 and 2018 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Loss from continuing operations $ (741,529 ) $ (73,942 ) $ (378,274 ) $ (119,597 ) Noncontrolling interests’ loss from continuing operations 15,089 1,825 6,796 2,969 Net loss from continuing operations attributable to the General Partner (726,440 ) (72,117 ) (371,478 ) (116,628 ) Dividends to preferred shares and units (16,578 ) (17,973 ) (52,524 ) (53,919 ) Net loss from continuing operations available to the General Partner (743,018 ) (90,090 ) (424,002 ) (170,547 ) Earnings allocated to participating securities — (11 ) — (33 ) Income from discontinued operations, net of income taxes — — — 3,725 Income from discontinued operations attributable to limited partners — — — (89 ) Net loss used in basic and diluted net loss per share $ (743,018 ) $ (90,101 ) $ (424,002 ) $ (166,944 ) Weighted average number of Common Stock outstanding - basic and diluted 978,982,729 967,798,401 973,760,599 969,521,946 Basic and diluted net loss per share from continuing operations attributable to common stockholders $ (0.76 ) $ (0.09 ) $ (0.43 ) $ (0.18 ) Basic and diluted net income per share from discontinued operations attributable to common stockholders $ — $ — $ — $ 0.00 Basic and diluted net loss per share attributable to common stockholders (1) $ (0.76 ) $ (0.09 ) $ (0.43 ) $ (0.17 ) _______________________________________________ (1) Amounts may not total due to rounding. The following is a summary of the basic and diluted net loss per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the three and nine months ended September 30, 2019 and 2018 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Loss from continuing operations $ (741,529 ) $ (73,942 ) $ (378,274 ) $ (119,597 ) Noncontrolling interests’ loss from continuing operations 25 57 83 113 Net loss from continuing operations attributable to the Operating Partnership (741,504 ) (73,885 ) (378,191 ) (119,484 ) Dividends to preferred units (16,578 ) (17,973 ) (52,524 ) (53,919 ) Net loss from continuing operations available to the Operating Partnership (758,082 ) (91,858 ) (430,715 ) (173,403 ) Earnings allocated to participating units — (11 ) — (33 ) Income from discontinued operations, net of income taxes — — — 3,725 Net loss used in basic and diluted net loss per unit $ (758,082 ) $ (91,869 ) $ (430,715 ) $ (169,711 ) Weighted average number of common units outstanding - basic and diluted 999,776,192 991,514,309 996,480,948 993,250,687 Basic and diluted net loss per unit from continuing operations attributable to common unitholders $ (0.76 ) $ (0.09 ) $ (0.43 ) $ (0.18 ) Basic and diluted net income per unit from discontinued operations attributable to common unitholders $ — $ — $ — $ 0.00 Basic and diluted net loss per unit attributable to common unitholders (1) $ (0.76 ) $ (0.09 ) $ (0.43 ) $ (0.17 ) _______________________________________________ (1) Amounts may not total due to rounding. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following were excluded from diluted net loss per share attributable to common stockholders, as the effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted average unvested Restricted Shares and Restricted Stock Units (1) 2,350,536 354,882 1,782,311 165,353 Weighted average stock options (1) 772,924 54,827 433,849 — Limited Partner OP Units 20,793,463 23,715,908 22,720,350 23,728,741 The following were excluded from diluted net loss per unit attributable to common unitholders, as the effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted average unvested Restricted Shares and Restricted Stock Units (1) 2,350,536 354,882 1,782,311 165,353 Weighted average stock options (1) 772,924 54,827 433,849 — |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Schedule of Record and Payments Dates for Preferred Stock Dividends | On November 5, 2019 , the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for January 2020 through March 2020 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 December 15, 2019 - January 14, 2020 January 1, 2020 January 15, 2020 January 15, 2020 - February 14, 2020 February 1, 2020 February 18, 2020 February 15, 2020 - March 14, 2020 March 1, 2020 March 16, 2020 |
Organization (Details)
Organization (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
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 | 98.10% | |
Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Real Estate Properties [Line Items] | ||
Common equity interests owned by certain unaffiliated investors | 1.90% | |
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 Accoun_4
Summary of Significant Accounting Policies - Principles of Consolidation and Basis of Presentation (Details) - VEREIT Operating Partnership, L.P. [Member] - shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited Partner OP Units outstanding (shares) | 23,700,000 | |
Limited partners', units issued (shares) | 20,800,000 | 23,700,000 |
Preferred Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited Partner OP Units outstanding (shares) | 49,766 | 86,874 |
Limited partners', units issued (shares) | 49,766 | 86,874 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Litigation and Non-routine Costs, Net (Details) - USD ($) $ in Thousands, shares in Millions | Jul. 16, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Litigation and non-routine costs, net: | ||||||
Audit Committee Investigation and related matters | $ 32,051 | $ 13,009 | $ 69,509 | $ 51,969 | ||
Legal fees and expenses | 0 | 386 | 2 | 521 | ||
Litigation settlements | 799,973 | 127,500 | 812,208 | 217,500 | ||
Total costs | 832,024 | 140,895 | 881,719 | 269,990 | ||
Insurance recoveries | 0 | (2,300) | (48,420) | (2,568) | ||
Other recoveries | 0 | $ 26,500 | 0 | (26,536) | 0 | |
Total | $ 832,024 | $ 138,595 | $ 806,763 | $ 267,422 | ||
Partnership units, surrendered (in shares) | 2.9 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Equity-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 17,300 | $ 17,300 | ||
Weighted-average remaining term (years) | 2 years 1 month 6 days | |||
Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future issuance (shares) | 97,600,000 | 97,600,000 | ||
Common Stock [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued in period (shares) | 16,600,000 | |||
Cumulative Restricted share awards (shares) | 4,000,000 | 4,000,000 | ||
Cumulative Restricted share awards forfeited (shares) | 3,700,000 | 3,700,000 | ||
Cumulative Restricted Stock Units (shares) | 6,600,000 | 6,600,000 | ||
Cumulative Restricted Stock Units forfeited (shares) | 1,800,000 | 1,800,000 | ||
Cumulative Deferred Stock Units (shares) | 600,000 | 600,000 | ||
Cumulative Stock Options (shares) | 5,400,000 | 5,400,000 | ||
Cumulative stock options forfeited (shares) | 200,000 | 200,000 | ||
Common Stock [Member] | Non-Executive Director Restricted Share Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued in period (shares) | 45,000 | |||
Shares available for future issuance (shares) | 99,000 | 99,000 | ||
General and Administrative Expense [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 3,144 | $ 3,323 | $ 9,899 | $ 10,203 |
General and Administrative Expense [Member] | Restricted Stock [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 0 | 149 | 77 | 466 |
General and Administrative Expense [Member] | Time-Based Restricted Stock Units [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 1,272 | 1,338 | 3,748 | 3,931 |
General and Administrative Expense [Member] | Long Term Incentive Target Awards [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 1,455 | 1,564 | 4,074 | 4,270 |
General and Administrative Expense [Member] | Deferred Stock Units [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 82 | 72 | 1,101 | 1,087 |
General and Administrative Expense [Member] | Share-based Payment Arrangement, Option [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 335 | $ 200 | $ 899 | $ 449 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Restructuring (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 783,000 | $ 0 | $ 10,149,000 | $ 0 | $ 0 |
Restructuring cost expected to be incurred | $ 900,000 | 900,000 | |||
Office lease terminations and modifications [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 9,000,000 | ||||
Transition services including severance costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 1,600,000 | ||||
Operating lease adjustment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ (500,000) |
Real Estate Investments and R_3
Real Estate Investments and Related Intangibles - Property Acquisitions (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)property | Sep. 30, 2018USD ($)property | |
Acquisition, 2019 [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 40 | |
Total purchase price of assets acquired | $ 260,715 | |
Capitalized acquisition costs | 1,400 | |
Acquisitions 2018 [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 42 | |
Total purchase price of assets acquired | $ 280,427 | |
Outstanding tenant improvements | 2,100 | |
Capitalized acquisition costs | $ 1,600 | |
Build-to-suit Development Project [Member] | Acquisition, 2019 [Member] | ||
Business Acquisition [Line Items] | ||
Capitalized acquisition costs | 700 | |
Development in process | $ 27,600 | |
Number of real estate properties acquired | property | 1 |
Real Estate Investments and R_4
Real Estate Investments and Related Intangibles - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Acquired intangible assets: | ||
Below market lease, weighted average useful life | 19 years 2 months 12 days | |
Acquisition, 2019 [Member] | ||
Real estate investments, at cost: | ||
Land | $ 47,749 | |
Buildings, fixtures and improvements | 181,904 | |
Total tangible assets | 229,653 | |
Acquired intangible assets: | ||
Total purchase price of assets acquired | 260,715 | |
Capitalized acquisition costs | 1,400 | |
Acquisition, 2019 [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 31,062 | |
Weighted-Average Useful Life | 15 years 2 months 12 days | |
Acquisition, 2019 [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 0 | |
Acquisition, 2019 [Member] | Below Market Lease [Member] | ||
Acquired intangible assets: | ||
Assumed intangible liabilities, Below-market leases | 0 | |
Acquisitions 2018 [Member] | ||
Real estate investments, at cost: | ||
Land | $ 54,732 | |
Buildings, fixtures and improvements | 181,011 | |
Total tangible assets | 235,743 | |
Acquired intangible assets: | ||
Total purchase price of assets acquired | 280,427 | |
Capitalized acquisition costs | 1,600 | |
Acquisitions 2018 [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 42,050 | |
Weighted-Average Useful Life | 15 years 8 months 12 days | |
Acquisitions 2018 [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 2,750 | |
Weighted-Average Useful Life | 10 years 9 months 18 days | |
Acquisitions 2018 [Member] | Below Market Lease [Member] | ||
Acquired intangible assets: | ||
Assumed intangible liabilities, Below-market leases | $ (116) | |
Below market lease, weighted average useful life | 9 years 10 months 24 days | |
Build-to-suit Development Project [Member] | Acquisition, 2019 [Member] | ||
Acquired intangible assets: | ||
Development in process | 27,600 | |
Capitalized acquisition costs | $ 700 |
Real Estate Investments and R_5
Real Estate Investments and Related Intangibles - Property Dispositions and Real Estate Assets Held for Sale (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($)property | Sep. 30, 2018USD ($)property | Sep. 30, 2019USD ($)propertyjoint_venture | Sep. 30, 2018USD ($)property | Dec. 31, 2018property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Debt instrument, number of properties conveyed to lender | property | 1 | 1 | |||
Proceeds after debt assumptions and closing costs | $ 846,023 | $ 358,443 | |||
Gain on disposition of real estate and real estate assets held for sale, net | $ 18,520 | $ 45,295 | 251,106 | 68,451 | |
Proceeds from disposition of discontinued operations | $ 0 | 123,925 | |||
Number of properties classified held for sale | property | 57 | 57 | 5 | ||
Carrying value of properties classified as held for sale | $ 66,700 | $ 66,700 | |||
Gain (loss) related to held for sale | $ (800) | $ (1,900) | |||
Consolidated Property Dispositions, 2019 [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of real estate properties disposed | property | 107 | ||||
Number of consolidated properties sold | property | 6 | ||||
Number of joint ventures formed | joint_venture | 2 | ||||
Number of properties foreclosed on | property | 1 | ||||
Aggregate proceeds | $ 926,000 | ||||
Company's share of proceeds | 905,900 | ||||
Proceeds after debt assumptions and closing costs | 846,000 | ||||
Gain on disposition of real estate and real estate assets held for sale, net | $ 251,900 | ||||
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 | 112 | ||||
Aggregate proceeds | $ 371,000 | ||||
Company's share of proceeds | 356,600 | ||||
Proceeds after debt assumptions and closing costs | 352,800 | ||||
Gain on disposition of real estate and real estate assets held for sale, net | $ 70,300 | ||||
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 | 33 | 22 | |||
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 | ||||
Industrial Partnership [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Ownership percentage | 20.00% | 20.00% | |||
Land [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Carrying value of properties classified as held for sale | $ 20,400 | $ 20,400 | |||
Building Fixtures and Improvements [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Carrying value of properties classified as held for sale | $ 43,400 | $ 43,400 |
Real Estate Investments and R_6
Real Estate Investments and Related Intangibles - Intangible Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 692 | $ 1,058 | $ 2,034 | $ 3,233 | |
Intangible lease assets: | |||||
Intangible lease assets, net | 1,055,043 | 1,055,043 | $ 1,198,506 | ||
Intangible lease liabilities: | |||||
Accumulated amortization | 96,911 | $ 96,911 | 89,905 | ||
Weighted-Average Useful Life | 19 years 2 months 12 days | ||||
Intangible lease liabilities, net | 147,997 | $ 147,997 | 173,479 | ||
In-place leases and other intangible assets [Member] | |||||
Intangible lease assets: | |||||
Weighted-Average Useful Life | 14 years 1 month 6 days | ||||
Intangible lease assets, net | 867,642 | $ 867,642 | 980,971 | ||
Accumulated amortization | 741,320 | $ 741,320 | 703,909 | ||
Leasing commissions [Member] | |||||
Intangible lease assets: | |||||
Weighted-Average Useful Life | 10 years 2 months 12 days | ||||
Intangible lease assets, net | 15,058 | $ 15,058 | 15,660 | ||
Accumulated amortization | 5,313 | $ 5,313 | 4,048 | ||
Above-market lease assets and deferred lease incentives [Member] | |||||
Intangible lease assets: | |||||
Weighted-Average Useful Life | 13 years 7 months 6 days | ||||
Intangible lease assets, net | 172,343 | $ 172,343 | 201,875 | ||
Accumulated amortization | $ 108,256 | 108,256 | $ 105,936 | ||
Above‑ And Below-Market Leases and Deferred Lease Incentives [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 2,000 | 3,200 | |||
In-Place Leases, Leasing Commissions and Other Lease Intangibles [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 96,900 | $ 104,500 |
Real Estate Investments and R_7
Real Estate Investments and Related Intangibles - Projected Amortization Expense and Adjustments (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Below-market lease liabilities: | |
Remainder of 2019 | $ 4,432 |
2020 | 15,778 |
2021 | 14,637 |
2022 | 13,796 |
2023 | 13,073 |
In-place leases and other intangible assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2019 | 31,015 |
2020 | 115,891 |
2021 | 108,723 |
2022 | 95,161 |
2023 | 84,677 |
Leasing commissions [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2019 | 571 |
2020 | 2,154 |
2021 | 1,997 |
2022 | 1,906 |
2023 | 1,725 |
Above-market lease assets and deferred lease incentives [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2019 | 5,063 |
2020 | 19,426 |
2021 | 19,000 |
2022 | 18,189 |
2023 | $ 17,245 |
Real Estate Investments and R_8
Real Estate Investments and Related Intangibles - Consolidated Joint Ventures Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)propertyjoint_venture | Dec. 31, 2018USD ($)propertyjoint_venture | |
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 3,926 | |
Total assets | $ 14,455,523 | $ 13,963,493 |
Real estate investments, net | $ 11,366,136 | 12,168,067 |
Mortgages [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 412 | |
Aggregate balance outstanding | $ 1,716,199 | $ 1,917,132 |
Joint ventures [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of joint ventures | joint_venture | 1 | 1 |
Total assets | $ 32,000 | $ 32,500 |
Real estate investments, net | $ 29,600 | $ 29,900 |
Joint ventures [Member] | Consolidated Properties [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 1 | 1 |
Joint ventures [Member] | Consolidated Properties [Member] | Mortgages [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Aggregate balance outstanding | $ 13,700 | $ 14,000 |
Real Estate Investments and R_9
Real Estate Investments and Related Intangibles - Unconsolidated Joint Ventures Narrative (Details) | 9 Months Ended | ||
Sep. 30, 2019USD ($)propertyJoint_Ventures | Sep. 30, 2018USD ($)property | Dec. 31, 2018USD ($)Joint_Ventures | |
Schedule of Equity Method Investments [Line Items] | |||
Net (loss) income | $ 1,682,000 | $ 1,644,000 | |
Unconsolidated Joint Ventures debt outstanding | $ 269,300,000 | $ 0 | |
Number of Properties | property | 3,926 | ||
Carrying Amount of Investment | $ 69,025,000 | 35,289,000 | |
Equity in Income | 1,682,000 | 993,000 | |
Underlying equity in net assets | $ 4,700,000 | 4,700,000 | |
Cole/Faison JV Bethlehem GA, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership % | 90.00% | ||
Number of Properties | property | 1 | ||
Carrying Amount of Investment | $ 39,633,000 | 35,289,000 | |
Equity in Income | $ 1,583,000 | 993,000 | |
Industrial Partnership [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership % | 20.00% | ||
Number of Properties | property | 6 | ||
Carrying Amount of Investment | $ 29,392,000 | $ 0 | |
Equity in Income | $ 99,000 | $ 0 | |
Unconsolidated Properties [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of unconsolidated joint ventures | Joint_Ventures | 1 | 1 | |
Unconsolidated Property Dispositions, 2018 [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of disposed properties owned by unconsolidated joint ventures | property | 1 |
Rent and Tenant Receivables a_3
Rent and Tenant Receivables and Other Assets, Net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Straight-line rent receivable, net | $ 261,074,000 | $ 261,074,000 | $ 259,106,000 | ||
Accounts receivable, net | 38,732,000 | 38,732,000 | 36,939,000 | ||
Deferred costs, net | 10,359,000 | 10,359,000 | 17,515,000 | ||
Investment in direct financing leases, net | 9,914,000 | 9,914,000 | 13,254,000 | ||
Investment in Cole REITs | 7,552,000 | 7,552,000 | 7,844,000 | ||
Prepaid expenses | 6,662,000 | 6,662,000 | 5,022,000 | ||
Leasehold improvements, property and equipment, net | 5,042,000 | 5,042,000 | 9,754,000 | ||
Other assets, net | 8,120,000 | 8,120,000 | 16,658,000 | ||
Total | 347,455,000 | 347,455,000 | 366,092,000 | ||
Write off of depreciation | 0 | $ 0 | $ 0 | ||
Property and equipment disposed of | 4,100,000 | 4,100,000 | |||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 100,000 | 300,000 | 600,000 | 900,000 | |
Write off of leasehold | 0 | 0 | 0 | 0 | |
Accumulated amortization | 2,700,000 | 2,700,000 | 5,900,000 | ||
Property and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Accumulated amortization | 5,100,000 | 5,100,000 | 7,000,000 | ||
Depreciation expense | 300,000 | 300,000 | 1,000,000 | 1,200,000 | |
Line of Credit [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 900,000 | $ 1,300,000 | 2,900,000 | $ 6,000,000 | |
Accumulated amortization for deferred costs | $ 50,600,000 | 50,600,000 | 47,600,000 | ||
Rent Receivables [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Allowance for doubtful accounts | 1,000,000 | ||||
Accounts Receivable [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Allowance for doubtful accounts | $ 5,300,000 | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Write off of depreciation | $ 100,000 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of assets measured at fair value on a recurring basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Derivative assets | $ 544 | |
Investment in Cole REITs | $ 7,552 | 7,844 |
Total assets | 8,388 | |
Derivative liabilities | (47,964) | |
Level 1 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Investment in Cole REITs | 0 | 0 |
Total assets | 0 | |
Derivative liabilities | 0 | |
Level 2 [Member] | ||
Assets: | ||
Derivative assets | 544 | |
Investment in Cole REITs | 0 | 0 |
Total assets | 544 | |
Derivative liabilities | (47,964) | |
Level 3 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Investment in Cole REITs | 7,552 | 7,844 |
Total assets | $ 7,844 | |
Derivative liabilities | $ 0 |
Fair Value Measures - Reconcili
Fair Value Measures - Reconciliations of the changes in assets and liabilities with Level 3 inputs (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)commercial_mortgage_backed_securities | Sep. 30, 2018USD ($) | |
Commercial Mortgage Backed Securities [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Number of CMBS sold | commercial_mortgage_backed_securities | 2 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 40,974 | |
Total gains and losses | ||
Unrealized loss included in other income, net | (71) | |
Realized loss included in other income, net | (34) | |
Unrealized gain included in other income, net | 0 | |
Purchases, issuance, settlements | ||
Return of principal received | (4,864) | |
Amortization included in net income, net | 157 | |
Sale of investments | (9,880) | |
Transfers out of Level 3 into Level 1 | (12,756) | |
Ending balance | 13,526 | |
Cole Real Estate Investments, Inc. [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 7,844 | 3,264 |
Total gains and losses | ||
Unrealized loss included in other income, net | (292) | 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) | |
Transfers out of Level 3 into Level 1 | 0 | |
Ending balance | $ 7,552 | $ 7,844 |
Fair Value Measures Fair Value
Fair Value Measures Fair Value Measures - Items Measured at Fair Value on a Non-Recurring Basis (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2019USD ($)property | Sep. 30, 2018USD ($)property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired | property | 53 | 53 |
Impairment charges | $ | $ 24.2 | $ 36.1 |
Measurement Input, Discount Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.079 | |
Measurement Input, Discount Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.083 | |
Measurement Input, Discount Rate [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.080 | |
Measurement Input, Cap Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.074 | |
Measurement Input, Cap Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.078 | |
Measurement Input, Cap Rate [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.075 |
Fair Value Measures - Fair valu
Fair Value Measures - Fair value, by balance sheet grouping (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 5,673,021 | $ 6,130,685 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 5,945,617 | 6,130,329 |
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 | 1,726,620 | 1,933,209 |
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 | 1,787,529 | 1,961,496 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,646,348 | 3,395,885 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,848,669 | 3,368,928 |
Level 2 [Member] | Convertible Debt, Net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 400,053 | 398,591 |
Level 2 [Member] | Convertible Debt, Net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 409,419 | 396,905 |
Level 2 [Member] | Credit Facility [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 900,000 | 403,000 |
Level 2 [Member] | Credit Facility [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 900,000 | $ 403,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Outstanding balance | $ 5,633,214 | $ 6,087,922 |
Weighted-average years to maturity | 4 years 2 months 12 days | |
Weighted-average interest rate | 4.49% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Jun. 06, 2019 | |
Debt [Roll Forward] | ||
Total debt, Beginning balance | $ 6,087,922 | |
Debt Issuances, Net | 1,056,720 | |
Repayments, Extinguishment and Assumptions, Net | (1,514,701) | |
Accretion and Amortization, Net | 3,273 | |
Total debt, Ending balance | 5,633,214 | |
Mortgages [Member] | ||
Debt [Roll Forward] | ||
Outstanding balance, Beginning balance | 1,917,132 | |
Net premiums (discount), Beginning balance | 16,077 | |
Deferred costs, Beginning balance | (10,552) | |
Total debt, Beginning balance | 1,922,657 | |
Repayments, Extinguishment and Assumptions | (200,933) | |
Repayments, Extinguishment and Assumptions of Debt, Premium | 107 | |
Repayments, Extinguishment and Assumptions of Debt, Deferred costs | 125 | |
Repayments, Extinguishment and Assumptions, Net | (200,701) | |
Accretion and Amortization | (5,763) | |
Accretion and Amortization, Deferred costs | 1,624 | |
Accretion and Amortization, Net | (4,139) | |
Outstanding balance, Ending balance | 1,716,199 | |
Net premiums (discount), Ending balance | 10,421 | |
Deferred costs, Ending balance | (8,803) | |
Total debt, Ending balance | 1,717,817 | |
Mortgage note in default | $ 19,500 | |
Corporate Bonds [Member] | ||
Debt [Roll Forward] | ||
Outstanding balance, Beginning balance | 3,400,000 | |
Net premiums (discount), Beginning balance | (4,115) | |
Deferred costs, Beginning balance | (27,276) | |
Total debt, Beginning balance | 3,368,609 | |
Repayments, Extinguishment and Assumptions | (750,000) | |
Repayments, Extinguishment and Assumptions, Net | (750,000) | |
Accretion and Amortization | 463 | |
Accretion and Amortization, Deferred costs | 3,248 | |
Accretion and Amortization, Net | 3,711 | |
Outstanding balance, Ending balance | 2,650,000 | |
Net premiums (discount), Ending balance | (3,652) | |
Deferred costs, Ending balance | (24,028) | |
Total debt, Ending balance | 2,622,320 | |
Convertible Debt [Member] | ||
Debt [Roll Forward] | ||
Outstanding balance, Beginning balance | 402,500 | |
Net premiums (discount), Beginning balance | (3,909) | |
Deferred costs, Beginning balance | (3,708) | |
Total debt, Beginning balance | 394,883 | |
Accretion and Amortization | 1,462 | |
Accretion and Amortization, Deferred costs | 1,381 | |
Accretion and Amortization, Net | 2,843 | |
Outstanding balance, Ending balance | 402,500 | |
Net premiums (discount), Ending balance | (2,447) | |
Deferred costs, Ending balance | (2,327) | |
Total debt, Ending balance | 397,726 | |
Credit Facility [Member] | ||
Debt [Roll Forward] | ||
Outstanding balance, Beginning balance | 403,000 | |
Deferred costs, Beginning balance | (1,227) | |
Total debt, Beginning balance | 401,773 | |
Debt Issuances | 1,061,000 | |
Debt Issuances, Deferred costs | (4,280) | |
Debt Issuances, Net | 1,056,720 | |
Repayments, Extinguishment and Assumptions | (564,000) | |
Repayments, Extinguishment and Assumptions, Net | (564,000) | |
Accretion and Amortization, Deferred costs | 858 | |
Accretion and Amortization, Net | 858 | |
Outstanding balance, Ending balance | 900,000 | |
Deferred costs, Ending balance | (4,649) | |
Total debt, Ending balance | $ 895,351 |
Debt - Mortgage Notes Payable (
Debt - Mortgage Notes Payable (Details) | 9 Months Ended | |
Sep. 30, 2019USD ($)property | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3,926 | |
Weighted-Average Interest Rate | 4.49% | |
Weighted-Average Years to Maturity | 4 years 2 months 12 days | |
Unconsolidated Joint Ventures debt outstanding | $ 269,300,000 | $ 0 |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 412 | |
Gross Carrying Value of Collateralized Properties | $ 3,455,421,000 | |
Outstanding Balance | $ 1,716,199,000 | $ 1,917,132,000 |
Weighted-Average Interest Rate | 5.05% | |
Mortgages [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 2 years 10 months 24 days | |
Mortgages [Member] | Fixed-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 411 | |
Gross Carrying Value of Collateralized Properties | $ 3,421,417,000 | |
Outstanding Balance | $ 1,702,425,000 | |
Weighted-Average Interest Rate | 5.05% | |
Mortgages [Member] | Fixed-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 3.57% | |
Weighted-Average Years to Maturity | 2 years 10 months 24 days | |
Mortgages [Member] | Variable-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Gross Carrying Value of Collateralized Properties | $ 34,004,000 | |
Outstanding Balance | $ 13,774,000 | |
Weighted-Average Interest Rate | 5.29% | |
Mortgages [Member] | Variable-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 27 days |
Debt - Aggregate Principal Repa
Debt - Aggregate Principal Repayments on Mortgage Notes (Details) - Mortgages [Member] - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 06, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Mortgage note in default | $ 19,500 | ||
October 1, 2019 - December 31, 2019 | $ 2,458 | ||
2020 | 278,391 | ||
2021 | 352,259 | ||
2022 | 290,728 | ||
2023 | 125,537 | ||
Thereafter | 666,826 | ||
Total | $ 1,716,199 | $ 1,917,132 |
Debt - Corporate Bonds (Details
Debt - Corporate Bonds (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Feb. 06, 2019 | Dec. 31, 2018 | |
Corporate Bonds [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 2,650,000 | $ 3,400,000 | |
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% | ||
Corporate Bonds [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 2,650,000 | ||
Interest Rate | 4.449% | ||
2019 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 750,000 | ||
2021 Senior Notes [Member] | Corporate Bonds [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] | Corporate Bonds [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% | ||
2025 Senior Notes [Member] | Corporate Bonds [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 550,000 | ||
Interest Rate | 4.625% | ||
Maximum number of days prior to maturity date | 60 days | ||
Redemption price, percentage of principal | 100.00% | ||
2026 Senior Notes [Member] | Corporate Bonds [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] | Corporate Bonds [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) - Convertible Debt [Member] | 9 Months Ended | |
Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 402,500,000 | $ 402,500,000 |
Unamortized discount | 2,447,000 | $ 3,909,000 |
2020 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 402,500,000 | |
Carrying value conversion options in additional paid-in capital | (12,800,000) | |
Unamortized discount | $ (2,400,000) | |
Remaining amortization period | 1 year 2 months 12 days | |
Interest Rate | 3.75% | |
Conversion Rate | 0.0667249 | |
Amount of General Partner OP Units per principal amount | $ 1,000 |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2019 | Feb. 06, 2019 | Jan. 24, 2019 | Dec. 31, 2018 | May 23, 2018 | |
Line of Credit Facility [Line Items] | |||||
Outstanding balance | $ 5,633,214,000 | $ 6,087,922,000 | |||
Deferred costs, net | 10,359,000 | 17,515,000 | |||
Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding balance | $ 895,351,000 | $ 401,773,000 | |||
Length of extension option | 6 months | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding balance | $ 3,900,000 | ||||
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 | $ 0 | ||||
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 | $ 900,000,000 | ||||
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% | ||||
Interest Rate Swap [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Notional amount | $ 400,000,000 | $ 900,000,000 | |||
Interest Rate Swap [Member] | Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate | 3.84% | 3.84% |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities - Cash Flow Hedges of Interest Rate Risk (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Feb. 06, 2019 | Jan. 24, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | |||||||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ (656,000) | $ (53,000) | $ (870,000) | $ (214,000) | |||
Gain (loss) to be reclassified in next twelve months | 8,000,000 | 8,000,000 | |||||
Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount | 400,000,000 | 400,000,000 | $ 900,000,000 | ||||
Derivative | $ 0 | ||||||
VEREIT Operating Partnership, L.P. [Member] | |||||||
Derivative [Line Items] | |||||||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ (656,000) | (53,000) | $ (870,000) | (214,000) | |||
Line of Credit [Member] | Loans Payable [Member] | VEREIT Operating Partnership, L.P. [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Interest rate | 3.84% | 3.84% | 3.84% | ||||
Deferred Rent and Other Liabilities [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative liabilities | $ (48,000,000) | $ (48,000,000) | |||||
LIBOR [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Basis spread on variable rate | 1.35% | 1.35% | |||||
Cash Flow Hedging [Member] | |||||||
Derivative [Line Items] | |||||||
Amount of (loss) gain recognized in income on cash flow hedges | $ (20,900,000) | 0 | $ (48,500,000) | 0 | |||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||||||
Derivative [Line Items] | |||||||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ 700,000 | $ 100,000 | $ 900,000 | $ 200,000 | |||
Maximum length of time hedged in cash flow hedge | 120 months | ||||||
Public Debt [Member] | |||||||
Derivative [Line Items] | |||||||
Public debt term | 10 years | 10 years |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Derivatives Not Designated as Hedging Instruments (Details) - Interest Rate Swap [Member] | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)derivative | Sep. 30, 2018USD ($) | Feb. 06, 2019USD ($) | Dec. 31, 2018USD ($)derivative | |
Derivative [Line Items] | |||||
Notional amount | $ 400,000,000 | $ 900,000,000 | |||
Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Number of Instruments | derivative | 0 | 1 | |||
Notional amount | $ 50,700,000 | ||||
Amount of (loss) gain recognized in income on cash flow hedges | $ 100,000 | $ (100,000) | $ 400,000 | ||
Rent and Tenant Receivables and Other Assets, Net [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative assets | $ 500,000 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Supplemental disclosures: | ||||
Cash paid for interest | $ 203,438 | $ 204,366 | ||
Cash paid for income taxes | 4,474 | 5,346 | ||
Non-cash investing and financing activities: | ||||
Accrued capital expenditures, tenant improvements and real estate developments | 13,670 | 5,762 | ||
Accrued deferred financing costs | 0 | 169 | ||
Real estate contributions to Industrial Partnership | 29,577 | 0 | ||
Distributions declared and unpaid | 150,970 | 145,673 | ||
Distributions payable relinquished | $ 6,429 | 7,799 | 0 | |
Surrender of Limited Partner OP Units | $ 191,974 | $ 26,537 | 191,974 | 0 |
Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure | 19,525 | 16,200 | ||
Exchange of real estate investments | $ 8,900 | $ 1,386 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Schedule of Payables) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued legal fees and litigation settlements | $ 1,002,396 | $ 32,715 |
Accrued interest | 43,224 | 43,916 |
Accrued real estate and other taxes | 34,762 | 25,208 |
Accounts payable | 2,521 | 2,673 |
Accrued other | 42,800 | 41,099 |
Total | $ 1,125,703 | $ 145,611 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation Narrative (Details) | Sep. 06, 2019USD ($)lawsuit | Feb. 05, 2019USD ($) | Jun. 07, 2018USD ($) | Sep. 08, 2016plaintiff | Oct. 26, 2018USD ($)lawsuit | Dec. 31, 2013USD ($) | Sep. 30, 2019USD ($)propertylawsuit | Jan. 20, 2015lawsuit |
SDNY Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation amount awarded to other party | $ 1,025,000,000 | |||||||
SDNY Actions [Member] | Pending Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of claims | lawsuit | 10 | |||||||
Opt-Out Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of claims | lawsuit | 2 | 13 | ||||||
Number of settled litigations | lawsuit | 12 | |||||||
Twelve Opt-Out Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation settlement payment | $ 127,500,000 | |||||||
Holdings as a percent of total pending shareholder actions | 18.00% | |||||||
Vanguard Action [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation settlement payment | $ 90,000,000 | |||||||
Holdings as a percent of total pending shareholder actions | 13.00% | |||||||
Series of Individual Agreements [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation settlement payment | $ 27,900,000 | |||||||
Jet Capital Action [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation settlement payment | $ 27,000,000 | |||||||
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 | |||||||
Acquisition, 2019 [Member] | Build-to-suit Development Project [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of real estate properties acquired | property | 1 | |||||||
Former Manager [Member] | SDNY Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation amount awarded to other party | $ 225,000,000 | |||||||
Litigation settlement payment | 32,000,000 | |||||||
Former CFO [Member] | SDNY Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation amount awarded to other party | 12,500,000 | |||||||
Former Auditor [Member] | SDNY Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation amount awarded to other party | 49,000,000 | |||||||
VEREIT [Member] | SDNY Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation amount awarded to other party | $ 738,500,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)property | Dec. 31, 2018USD ($) | |
Lessor, Lease, Description [Line Items] | ||
Number of Properties | property | 3,926 | |
Weighted average remaining lease term | 16 years 6 months | |
Weighted average discount rate | 4.91% | |
Operating lease right-of-use asset, initial measurement | $ 233,300 | |
Operating lease liability, initial measurement | 236,300 | |
Operating lease right-of-use assets | $ 218,393 | 0 |
Operating lease liabilities | $ 223,288 | $ 0 |
Minimum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Lease terms | 21 days | |
Remaining lease terms | 3 months 18 days | |
Maximum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Lease terms | 25 years 3 months 18 days | |
Remaining lease terms | 79 years 10 months 24 days | |
Accounting Standards Update 2016-02 [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 2,500 | |
Operating lease liabilities | $ 3,000 |
Leases - Rental Revenue (Detail
Leases - Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Leases [Abstract] | ||||
Cash rent | $ 272,032 | $ 281,079 | $ 831,931 | $ 841,629 |
Straight-line rent | 5,470 | 8,780 | 20,925 | 31,167 |
Lease intangible amortization | (692) | (1,058) | (2,034) | (3,233) |
Sub-lease | 5,328 | 4,090 | 16,099 | 12,099 |
Total fixed | 282,138 | 292,891 | 866,921 | 881,662 |
Variable | 20,637 | 20,743 | 64,312 | 62,200 |
Income from direct financing leases | 210 | 232 | 638 | 742 |
Total rental revenue | $ 302,985 | $ 313,866 | $ 931,871 | $ 944,604 |
Leases - Maturities of Lease Pa
Leases - Maturities of Lease Payments Receivable (Details) $ in Thousands | Sep. 30, 2019USD ($)property |
Future Minimum Operating Lease Payments | |
October 1, 2019 - December 31, 2019 | $ 238,289 |
2020 | 1,064,654 |
2021 | 1,029,745 |
2022 | 959,964 |
2023 | 882,138 |
Thereafter | 5,298,715 |
Total | 9,473,505 |
Future Minimum Direct Financing Lease Payments | |
October 1, 2019 - December 31, 2019 | 586 |
2020 | 2,215 |
2021 | 2,095 |
2022 | 2,006 |
2023 | 1,622 |
Thereafter | 788 |
Total | $ 9,312 |
Number of properties subject to direct financing leases | property | 24 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Leases [Abstract] | ||||
Operating lease cost | $ 5,794,000 | $ 18,190,000 | ||
Sublease income | $ (5,328,000) | $ (4,090,000) | (16,099,000) | $ (12,099,000) |
Capitalized operating lease liabilities | $ 0 |
Leases - Maturities of Lease _2
Leases - Maturities of Lease Payments Due (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
October 1, 2019 - December 31, 2019 | $ 5,357 | |
2020 | 22,286 | |
2021 | 22,283 | |
2022 | 22,121 | |
2023 | 21,679 | |
Thereafter | 246,051 | |
Total | 339,777 | |
Less: imputed interest | 116,489 | |
Total | $ 223,288 | $ 0 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 18,479 |
2020 | 18,191 |
2021 | 17,929 |
2022 | 18,118 |
2023 | 17,772 |
Thereafter | 196,670 |
Total | $ 287,159 |
Equity - Common Stock and Gener
Equity - Common Stock and General Partner OP Units (Details) - shares | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares outstanding (shares) | 1,067,688,887 | 967,515,165 |
Common stock, shares issued (shares) | 1,067,688,887 | 967,515,165 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | General Partner [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 1,100,000,000 | |
General partners', units issued (shares) | 1,067,700,000 |
Equity - Common Stock Offering
Equity - Common Stock Offering (Details) - Public Equity Offering [Member] - Common Stock [Member] shares in Millions, $ in Millions | Sep. 26, 2019USD ($)shares |
Class of Stock [Line Items] | |
Shares sold in offering (shares) | shares | 94.3 |
Gross proceeds from stock offering | $ | $ 886.9 |
Equity - Common Stock Continuou
Equity - Common Stock Continuous Offering Program (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Apr. 15, 2019 | Sep. 19, 2016 | |
Class of Stock [Line Items] | ||||||
Issuance of Common Stock, net | $ 886,926,000 | $ 14,534,000 | $ 27,544,000 | |||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Distribution agreement gross sales price (up to) | $ 750,000,000 | $ 750,000,000 | ||||
Continuous Equity Offering Program [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Common Stock, net (shares) | 5,000,000 | |||||
Issuance of Common Stock, net | $ 42,500,000 | |||||
Proceeds from issuance of common stock | $ 41,800,000 | |||||
Continuous Equity Offering Program New [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Common Stock, net (shares) | 0 | |||||
Weighted Average [Member] | Continuous Equity Offering Program [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price (in dollars per share) | $ 8.42 | $ 8.42 | ||||
Share price net of offering costs (in dollars per share) | $ 8.30 | $ 8.30 |
Equity - Series F Preferred Sto
Equity - Series F Preferred Stock and Series F Preferred OP Units (Details) - $ / shares | Jul. 05, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Preferred stock, shares issued (shares) | 38,871,246 | 42,834,138 | |
Preferred stock, shares outstanding (shares) | 38,871,246 | 42,834,138 | |
Series F Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
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 | ||
Preferred stock redeemed (in shares) | 4,000,000 | ||
Percentage of shares, issued and outstanding | 9.33% | ||
Preferred stock, redemption price per share (in dollars per share) | $ 25 | ||
Preferred stock, shares issued (shares) | 38,900,000 | ||
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | |||
Class of Stock [Line Items] | |||
General partners', units issued (shares) | 38,900,000 | ||
General partners', units outstanding (shares) | 38,900,000 | ||
Limited partners', units issued (shares) | 49,766 | 86,874 | |
Limited partners', units outstanding (shares) | 49,766 | 86,874 |
Equity - Limited Partner OP Uni
Equity - Limited Partner OP Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2019 | Jul. 16, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Partnership units, surrendered (in shares) | 2,900,000 | |||||||
Other recoveries | $ 0 | $ 26,500 | $ 0 | $ (26,536) | $ 0 | |||
Limited Partners' capital account (usd per share) | $ 9.66 | $ 9.08 | $ 9.66 | |||||
Limited Partners' capital account, rights relinquished on dividends | $ 6,400 | |||||||
VEREIT Operating Partnership, L.P. [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Limited Partners' capital account, units surrendered, amount payable | $ 192,000 | $ 192,000 | ||||||
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Limited partners', units outstanding (shares) | 23,700,000 | |||||||
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | Limited Partner [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Limited partners', units outstanding (shares) | 20,800,000 | 20,800,000 | ||||||
Partnership units, surrendered (in shares) | 0 | 2,922,445 | ||||||
Subsequent Event [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Partnership units, surrendered (in shares) | 19,900,000 |
Equity - Common Stock Dividends
Equity - Common Stock Dividends (Details) - $ / shares | Aug. 05, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Class of Stock [Line Items] | |||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 |
Annualized dividend rate (in dollars per share) | 0.55 | ||||||
VEREIT Operating Partnership, L.P. [Member] | |||||||
Class of Stock [Line Items] | |||||||
Quarterly dividend of common stock declared (in dollars per share) | 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 |
Annualized dividend rate (in dollars per share) | $ 0.55 |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 17 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | May 06, 2019 | May 03, 2018 | |
Common Stock [Member] | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Repurchase of common stock | 1,248 | 0 | 199,083 | 7,597 | 69,931 | 230,436 | ||||
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 | |||||||||
Repurchase of common stock | 0 | |||||||||
Repurchases of common stock under the Share Repurchase Program (shares) | 800,000 | |||||||||
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 | |||||||||
The 2019 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 | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | ||||||
Repurchase of common stock | 0 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Cole Capital [Member] - Held-for-sale or Disposed of by Sale [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Feb. 01, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration paid at closing | $ 120,000,000 | |
Contingent consideration, maximum consideration receivable | $ 80,000,000 | |
Net revenue payments received | $ 0 |
Discontinued Operations - Incom
Discontinued Operations - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations, net of income taxes | $ 0 | $ 0 | $ 0 | $ 3,725 |
Cole Capital [Member] | Held-for-sale or 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 | 1,027 | |||
Transaction service fees and reimbursements | 334 | |||
Management fees and reimbursements | 6,452 | |||
Total revenues | 7,813 | |||
Cole Capital reallowed fees and commissions | 602 | |||
Transaction costs | (654) | |||
General and administrative | 4,450 | |||
Total operating expenses | 4,398 | |||
Operating income | 3,415 | |||
Loss on disposition and assets held for sale | (1,785) | |||
Income before taxes | 1,630 | |||
Benefit from income taxes | 2,095 | |||
Income from discontinued operations, net of income taxes | $ 3,725 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flows (Details) - Cole Capital [Member] - Held-for-sale or Disposed of by Sale [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash flows used in operating activities | $ (10,438) |
Cash flows from investing activities | $ 122,915 |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Equity in income and gain on disposition of unconsolidated entities | $ 677,000 | $ 252,000 | $ 1,682,000 | $ 1,644,000 | |
Aggregate equity investments | 7,552,000 | 7,552,000 | $ 7,844,000 | ||
CCIT II, CCIT III and CCPT V [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity in income and gain on disposition of unconsolidated entities | 600,000 | ||||
Aggregate equity investments | 7,600,000 | 7,600,000 | $ 7,800,000 | ||
Gain included in other income, net | 5,100,000 | ||||
Unrealized loss included in other comprehensive income, net | (300,000) | ||||
Cole Real Estate Investments, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Property management fee revenue | $ 0 | $ 100,000 | $ 0 | $ 8,000,000 |
Net Income (Loss) Per Share_U_3
Net Income (Loss) Per Share/Unit - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Loss from continuing operations | $ (741,529) | $ (73,942) | $ (378,274) | $ (119,597) | |
Noncontrolling interests’ loss from continuing operations | 15,089 | 1,825 | 6,796 | 2,969 | |
Net loss from continuing operations attributable to the General Partner | (726,440) | (72,117) | (371,478) | (116,628) | |
Dividends to preferred shares and units | (16,578) | (17,973) | (52,524) | (53,919) | |
Net loss from continuing operations available to the General Partner | (743,018) | (90,090) | (424,002) | (170,547) | |
Earnings allocated to participating securities | 0 | (11) | 0 | (33) | |
Income from discontinued operations, net of income taxes | 0 | 0 | 0 | 3,725 | |
Income from discontinued operations attributable to limited partners | 0 | 0 | 0 | (89) | |
Net loss used in basic and diluted net loss per share | $ (743,018) | $ (90,101) | $ (424,002) | $ (166,944) | |
Weighted average number of Common Stock outstanding - basic (shares) | 978,982,729 | 967,798,401 | 973,760,599 | 969,521,946 | |
Basic and diluted net loss per share from continuing operations attributable to common stockholders (in dollars per share) | $ (0.76) | $ (0.09) | $ (0.43) | $ (0.18) | |
Basic and diluted net income per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0 | 0 | 0 | |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | [1] | $ (0.76) | $ (0.09) | $ (0.43) | $ (0.17) |
VEREIT Operating Partnership, L.P. [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Loss from continuing operations | $ (741,529) | $ (73,942) | $ (378,274) | $ (119,597) | |
Noncontrolling interests’ loss from continuing operations | 25 | 57 | 83 | 113 | |
Net loss from continuing operations attributable to the General Partner | (741,504) | (73,885) | (378,191) | (119,484) | |
Dividends to preferred shares and units | (16,578) | (17,973) | (52,524) | (53,919) | |
Net loss from continuing operations available to the General Partner | (758,082) | (91,858) | (430,715) | (173,403) | |
Earnings allocated to participating securities | 0 | (11) | 0 | (33) | |
Income from discontinued operations, net of income taxes | 0 | 0 | 0 | 3,725 | |
Net loss used in basic and diluted net loss per share | $ (758,082) | $ (91,869) | $ (430,715) | $ (169,711) | |
Weighted average number of Common Stock outstanding - basic (shares) | 999,776,192 | 991,514,309 | 996,480,948 | 993,250,687 | |
Basic and diluted net loss per unit from continuing operations attributable to common unitholders (in dollars per share) | $ (0.76) | $ (0.09) | $ (0.43) | $ (0.18) | |
Basic and diluted net income per unit from discontinued operations attributable to common unitholders (in dollars per share) | 0 | 0 | 0 | 0 | |
Basic and diluted net loss per unit attributable to common unitholders (in dollars per share) | [2] | $ (0.76) | $ (0.09) | $ (0.43) | $ (0.17) |
[1] | Amounts may not total due to rounding. | ||||
[2] | Amounts may not total due to rounding. |
Net Income (Loss) Per Share_U_4
Net Income (Loss) Per Share/Unit - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Weighted average unvested Restricted Shares and Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 2,350,536 | 354,882 | 1,782,311 | 165,353 |
Weighted average unvested Restricted Shares and Restricted Stock Units [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) | 2,350,536 | 354,882 | 1,782,311 | 165,353 |
Weighted average stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 772,924 | 54,827 | 433,849 | 0 |
Weighted average stock options [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) | 772,924 | 54,827 | 433,849 | 0 |
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) | 20,793,463 | 23,715,908 | 22,720,350 | 23,728,741 |
Subsequent Events - Real Estate
Subsequent Events - Real Estate Investment Activity (Details) $ in Millions | 1 Months Ended | 9 Months Ended | |
Oct. 23, 2019USD ($)property | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | |
Subsequent Event [Line Items] | |||
Carrying value of properties classified as held for sale | $ 66.7 | ||
Estimated gain on sale of properties | (0.8) | $ (1.9) | |
Property Disposition, 2019 [Member] | |||
Subsequent Event [Line Items] | |||
Carrying value of properties classified as held for sale | $ 5.2 | ||
Subsequent Event [Member] | Property Disposition, 2019 [Member] | |||
Subsequent Event [Line Items] | |||
Number of real estate properties disposed | property | 2 | ||
Aggregate gross sales price | $ 7.3 | ||
Estimated gain on sale of properties | $ 1.8 |
Subsequent Events - Class Actio
Subsequent Events - Class Action Settlement (Details) - USD ($) shares in Millions, $ in Millions | Oct. 15, 2019 | Jul. 16, 2019 |
Subsequent Event [Line Items] | ||
Partnership units, surrendered (in shares) | 2.9 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Amount funded | $ 966.3 | |
Contributed capital | $ 738.5 | |
Partnership units, surrendered (in shares) | 19.9 | |
VEREIT Operating Partnership, L.P. [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Contributed capital, partnership units | $ 227.8 |
Subsequent Events - Common Stoc
Subsequent Events - Common Stock Dividend (Details) - $ / shares | Nov. 05, 2019 | Aug. 05, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | |
Annualized dividend rate (in dollars per share) | $ 0.55 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | |||||||
Annualized dividend rate (in dollars per share) | $ 0.55 |
Subsequent Events - Preferred S
Subsequent Events - Preferred Stock Dividend (Details) - Subsequent Event [Member] | Nov. 05, 2019$ / 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 |