Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Entity Information [Line Items] | ||
Entity Registrant Name | VEREIT, Inc. | |
Entity Central Index Key | 0001507385 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 973,307,068 | |
VEREIT Operating Partnership, L.P. [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | VEREIT Operating Partnership, L.P. | |
Entity Central Index Key | 0001528059 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Real estate investments, at cost: | ||
Land | $ 2,824,666 | $ 2,843,212 |
Buildings, fixtures and improvements | 10,741,995 | 10,749,228 |
Intangible lease assets | 2,003,825 | 2,012,399 |
Total real estate investments, at cost | 15,570,486 | 15,604,839 |
Less: accumulated depreciation and amortization | 3,544,252 | 3,436,772 |
Total real estate investments, net | 12,026,234 | 12,168,067 |
Operating lease right-of-use assets | 224,859 | 0 |
Investment in unconsolidated entities | 35,790 | 35,289 |
Cash and cash equivalents | 12,788 | 30,758 |
Restricted cash | 18,517 | 22,905 |
Rent and tenant receivables and other assets, net | 361,641 | 366,092 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 36,022 | 2,609 |
Total assets | 14,053,624 | 13,963,493 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,918,826 | 1,922,657 |
Corporate bonds, net | 2,619,956 | 3,368,609 |
Convertible debt, net | 395,823 | 394,883 |
Credit facility, net | 1,089,725 | 401,773 |
Below-market lease liabilities, net | 166,708 | 173,479 |
Accounts payable and accrued expenses | 141,126 | 145,611 |
Deferred rent and other liabilities | 70,220 | 69,714 |
Distributions payable | 190,246 | 186,623 |
Operating lease liabilities | 228,120 | 0 |
Total liabilities | 6,820,750 | 6,663,349 |
Commitments and contingencies (Note 10) | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,871,246 and 42,834,138 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 429 | 428 |
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 971,576,377 and 967,515,165 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 9,716 | 9,675 |
Additional paid-in-capital | 12,645,148 | 12,615,472 |
Accumulated other comprehensive loss | (12,202) | (1,280) |
Accumulated deficit | (5,550,574) | (5,467,236) |
Total stockholders’ equity | 7,092,517 | 7,157,059 |
Non-controlling interests | 140,357 | 143,085 |
Total equity | 7,232,874 | 7,300,144 |
Total liabilities and equity | 14,053,624 | 13,963,493 |
VEREIT Operating Partnership, L.P. [Member] | ||
Real estate investments, at cost: | ||
Land | 2,824,666 | 2,843,212 |
Buildings, fixtures and improvements | 10,741,995 | 10,749,228 |
Intangible lease assets | 2,003,825 | 2,012,399 |
Total real estate investments, at cost | 15,570,486 | 15,604,839 |
Less: accumulated depreciation and amortization | 3,544,252 | 3,436,772 |
Total real estate investments, net | 12,026,234 | 12,168,067 |
Operating lease right-of-use assets | 224,859 | 0 |
Investment in unconsolidated entities | 35,790 | 35,289 |
Cash and cash equivalents | 12,788 | 30,758 |
Restricted cash | 18,517 | 22,905 |
Rent and tenant receivables and other assets, net | 361,641 | 366,092 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 36,022 | 2,609 |
Total assets | 14,053,624 | 13,963,493 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,918,826 | 1,922,657 |
Corporate bonds, net | 2,619,956 | 3,368,609 |
Convertible debt, net | 395,823 | 394,883 |
Credit facility, net | 1,089,725 | 401,773 |
Below-market lease liabilities, net | 166,708 | 173,479 |
Accounts payable and accrued expenses | 141,126 | 145,611 |
Deferred rent and other liabilities | 70,220 | 69,714 |
Distributions payable | 190,246 | 186,623 |
Operating lease liabilities | 228,120 | 0 |
Total liabilities | 6,820,750 | 6,663,349 |
Commitments and contingencies (Note 10) | ||
Total partners’ equity | 7,231,567 | 7,298,873 |
Non-controlling interests | 1,307 | 1,271 |
Total equity | 7,232,874 | 7,300,144 |
Total liabilities and equity | 14,053,624 | 13,963,493 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 693,308 | 710,325 |
Limited Partners' capital account | 1,927 | 2,883 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 6,399,209 | 6,446,734 |
Limited Partners' capital account | $ 137,123 | $ 138,931 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 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) | 42,871,246 | 42,834,138 |
Preferred stock, shares outstanding (shares) | 42,871,246 | 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) | 971,576,377 | 967,515,165 |
Common stock, shares outstanding (shares) | 971,576,377 | 967,515,165 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
General partners', units issued (shares) | 42,871,246 | 42,834,138 |
General partners', units outstanding (shares) | 42,871,246 | 42,834,138 |
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] | ||
General partners', units issued (shares) | 971,576,377 | 967,515,165 |
General partners', units outstanding (shares) | 971,576,377 | 967,515,165 |
Limited partners', units issued (shares) | 23,715,908 | 23,715,908 |
Limited partners', units outstanding (shares) | 23,715,908 | 23,715,908 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Rental revenue | $ 316,843,000 | $ 315,074,000 | |
Operating expenses: | |||
Acquisition-related | 985,000 | 777,000 | |
Insurance recoveries, net of litigation and non-routine costs | (21,492,000) | 21,740,000 | |
Property operating | 32,378,000 | 30,565,000 | |
General and administrative | 14,846,000 | 15,240,000 | |
Depreciation and amortization | 136,555,000 | 166,152,000 | |
Impairments | 11,988,000 | 6,036,000 | |
Restructuring | 9,076,000 | 0 | |
Total operating expenses | 184,336,000 | 240,510,000 | |
Other (expenses) income: | |||
Interest expense | (71,254,000) | (70,425,000) | |
Other (loss) income, net | (402,000) | 7,709,000 | |
Equity in income and gain on disposition of unconsolidated entities | 500,000 | 1,065,000 | |
Gain on disposition of real estate and real estate assets held for sale, net | 10,831,000 | 17,335,000 | |
Total other expenses, net | (60,325,000) | (44,316,000) | |
Income before taxes | 72,182,000 | 30,248,000 | |
Provision for income taxes | (1,211,000) | (1,212,000) | |
Income from continuing operations | 70,971,000 | 29,036,000 | |
Income from discontinued operations, net of income taxes | 0 | 3,501,000 | |
Net income | 70,971,000 | 32,537,000 | |
Net income attributable to non-controlling interests | [1] | (1,667,000) | (742,000) |
Net income attributable to the General Partner / OP | $ 69,304,000 | $ 31,795,000 | |
Basic and diluted net income per share from continuing operations attributable to common stockholders (in dollars per share) | $ 0.05 | $ 0.01 | |
Basic and diluted net income per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0 | |
Basic and diluted net income per share attributable to common stockholders (in dollars per share) | $ 0.05 | $ 0.01 | |
VEREIT Operating Partnership, L.P. [Member] | |||
Rental revenue | $ 316,843,000 | $ 315,074,000 | |
Operating expenses: | |||
Acquisition-related | 985,000 | 777,000 | |
Insurance recoveries, net of litigation and non-routine costs | (21,492,000) | 21,740,000 | |
Property operating | 32,378,000 | 30,565,000 | |
General and administrative | 14,846,000 | 15,240,000 | |
Depreciation and amortization | 136,555,000 | 166,152,000 | |
Impairments | 11,988,000 | 6,036,000 | |
Restructuring | 9,076,000 | 0 | |
Total operating expenses | 184,336,000 | 240,510,000 | |
Other (expenses) income: | |||
Interest expense | (71,254,000) | (70,425,000) | |
Other (loss) income, net | (402,000) | 7,709,000 | |
Equity in income and gain on disposition of unconsolidated entities | 500,000 | 1,065,000 | |
Gain on disposition of real estate and real estate assets held for sale, net | 10,831,000 | 17,335,000 | |
Total other expenses, net | (60,325,000) | (44,316,000) | |
Income before taxes | 72,182,000 | 30,248,000 | |
Provision for income taxes | (1,211,000) | (1,212,000) | |
Income from continuing operations | 70,971,000 | 29,036,000 | |
Income from discontinued operations, net of income taxes | 0 | 3,501,000 | |
Net income | 70,971,000 | 32,537,000 | |
Net income attributable to non-controlling interests | 28,000 | 40,000 | |
Net income attributable to the General Partner / OP | $ 70,999,000 | $ 32,577,000 | |
Basic and diluted net income per unit from continuing operations attributable to common unitholders (in dollars per share) | $ 0.05 | $ 0.01 | |
Basic and diluted net income per unit from discontinued operations attributable to common unitholders (in dollars per share) | 0 | 0 | |
Basic and diluted net income per unit attributable to common unitholders (in dollars per share) | $ 0.05 | $ 0.01 | |
[1] | Represents income attributable to limited partners and a consolidated joint venture partner. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Net income | $ 70,971 | $ 32,537 | |
Other comprehensive loss: | |||
Unrealized loss on interest rate derivatives | (11,286) | 0 | |
Reclassification of previous unrealized loss on interest rate derivatives into net income | 97 | 105 | |
Unrealized loss on investment securities, net | 0 | (837) | |
Total other comprehensive loss | (11,189) | (732) | |
Total comprehensive income | 59,782 | 31,805 | |
Comprehensive (income) loss attributable to non-controlling interests | [1] | (1,400) | (725) |
Total comprehensive income attributable to the General Partner / OP | 58,382 | 31,080 | |
VEREIT Operating Partnership, L.P. [Member] | |||
Net income | 70,971 | 32,537 | |
Other comprehensive loss: | |||
Unrealized loss on interest rate derivatives | (11,286) | 0 | |
Reclassification of previous unrealized loss on interest rate derivatives into net income | 97 | 105 | |
Unrealized loss on investment securities, net | 0 | (837) | |
Total other comprehensive loss | (11,189) | (732) | |
Total comprehensive income | 59,782 | 31,805 | |
Comprehensive (income) loss attributable to non-controlling interests | [2] | 28 | 40 |
Total comprehensive income attributable to the General Partner / OP | $ 59,810 | $ 31,845 | |
[1] | Represents comprehensive income | ||
[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 | Series D Preferred Stock [Member] | Preferred Stock [Member] | Total Stockholders’ Equity | Total Stockholders’ EquitySeries D Preferred Stock [Member] | Total Stockholders’ EquityPreferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series D Preferred Stock [Member] | Accumulated Deficit [Member]Preferred Stock [Member] | Non-Controlling Interests [Member] | Non-Controlling Interests [Member]Preferred Stock [Member] |
Beginning balance (shares) at Dec. 31, 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 Share Repurchase Program (shares) | (6,399,666) | ||||||||||||||
Repurchases of Common Stock under 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) | |||||||||||||
Distributions | $ (522) | $ (17,973) | $ (522) | $ (17,937) | $ (522) | $ (17,937) | $ (36) | ||||||||
Net income | 32,537 | 31,795 | 31,795 | 742 | |||||||||||
Other comprehensive (loss) income | (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, 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 | (26) | (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 | 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 | (17,973) | (17,940) | (17,940) | (33) | |||||||||||
Net income | 70,971 | 69,304 | 69,304 | 1,667 | |||||||||||
Other comprehensive (loss) income | (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 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - OP - USD ($) $ in Thousands | Total | General Partner [Member] | VEREIT Operating Partnership, L.P. [Member] | VEREIT Operating Partnership, L.P. [Member]Total Partners' Capital [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Units [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Units [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Non-Controlling Interests [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member]VEREIT Operating Partnership, L.P. [Member] | Series D Preferred Stock [Member]VEREIT Operating Partnership, L.P. [Member]Total Partners' Capital [Member] | Series D Preferred Stock [Member]VEREIT Operating Partnership, L.P. [Member]Common Units [Member]General Partner [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 Share Repurchase Programs (shares) | (6,399,666) | ||||||||||||
Repurchases of Common Stock under 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 forfeitures | 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) | ||||||||
Distributions to Preferred OP Units | (17,973) | (17,973) | $ (17,937) | $ (36) | $ (522) | $ (522) | $ (522) | $ (522) | |||||
Net income | 32,537 | 32,537 | 32,577 | 31,795 | 782 | (40) | |||||||
Other comprehensive (loss) income | (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, 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 | 27,544 | 27,544 | 27,544 | $ 27,544 | |||||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | $ (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 | $ 923 | $ (923) | |||||||||||
Repurchases of Common OP Units to settle tax obligation (shares) | (200,000) | (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 forfeitures | 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) | ||||||||||||
Distributions to Preferred OP Units | (17,973) | (17,973) | (17,973) | $ (17,940) | $ (33) | $ (1,222) | $ (1,222) | $ (1,222) | |||||
Net income | 70,971 | 70,971 | 70,999 | 69,304 | 1,695 | (28) | |||||||
Other comprehensive (loss) income | $ (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 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | $ 0.1375 |
VEREIT Operating Partnership, L.P. [Member] | ||
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | $ 0.1375 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 70,971 | $ 32,537 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 139,394 | 172,458 |
Gain on real estate assets, net | (10,831) | (18,036) |
Impairments | 11,988 | 6,036 |
Equity-based compensation | 2,872 | 2,927 |
Equity in income of unconsolidated entities and gain on joint venture | (500) | (364) |
Distributions from unconsolidated entities | 0 | 936 |
Loss (Gain) on investments | 470 | (5,638) |
Loss (Gain) on derivative instruments | 34 | (273) |
Non-cash restructuring expense | 4,018 | 0 |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 409 | 538 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (7,160) | (23,344) |
Assets held for sale classified as discontinued operations | 0 | (2,490) |
Accounts payable and accrued expenses | (2,415) | (7,653) |
Deferred rent, operating lease and other liabilities | (15,216) | 6,158 |
Due to affiliates | 0 | (66) |
Liabilities related to discontinued operations | 0 | (13,861) |
Net cash provided by operating activities | 194,034 | 149,865 |
Cash flows from investing activities: | ||
Investments in real estate assets | (81,065) | (139,882) |
Capital expenditures and leasing costs | (7,498) | (4,993) |
Real estate developments | (3,232) | (1,899) |
Principal repayments received on investment securities and mortgage notes receivable | 62 | 4,615 |
Return of investment from unconsolidated entities | 0 | 386 |
Proceeds from disposition of real estate and joint venture | 60,496 | 122,526 |
Proceeds from disposition of discontinued operations | 0 | 123,925 |
Investment in leasehold improvements and other assets | (177) | (85) |
Deposits for real estate assets | (900) | (4,000) |
Proceeds from sale of investments and other assets | 8,199 | 1,351 |
Uses and refunds of deposits for real estate assets | 1,240 | 5,120 |
Proceeds from the settlement of property-related insurance claims | 32 | 269 |
Line of credit advances to Cole REITs | 0 | (2,200) |
Line of credit repayments from Cole REITs | 0 | 3,800 |
Net cash (used in) provided by investing activities | (22,843) | 108,933 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 0 | 89 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (2,426) | (2,676) |
Proceeds from credit facility | 899,000 | 380,000 |
Payments on credit facility | (207,000) | (445,000) |
Payments on corporate bonds, including extinguishment costs | (750,000) | 0 |
Payments of deferred financing costs | (172) | 0 |
Repurchases of Common Stock under the Share Repurchase Programs | 0 | (44,585) |
Repurchases of Common Stock to settle tax obligations | (1,595) | (1,659) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount | 20,894 | 0 |
Contributions from non-controlling interest holders | 64 | 0 |
Distributions paid | (152,314) | (152,519) |
Net cash used in financing activities | (193,549) | (266,350) |
Net change in cash and cash equivalents and restricted cash | (22,358) | (7,552) |
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 | 31,305 | 56,484 |
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 | 12,788 | 28,435 |
Restricted cash at end of period | 18,517 | 28,049 |
VEREIT Operating Partnership, L.P. [Member] | ||
Cash flows from operating activities: | ||
Net income | 70,971 | 32,537 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 139,394 | 172,458 |
Gain on real estate assets, net | (10,831) | (18,036) |
Impairments | 11,988 | 6,036 |
Equity-based compensation | 2,872 | 2,927 |
Equity in income of unconsolidated entities and gain on joint venture | (500) | (364) |
Distributions from unconsolidated entities | 0 | 936 |
Loss (Gain) on investments | 470 | (5,638) |
Loss (Gain) on derivative instruments | 34 | (273) |
Non-cash restructuring expense | 4,018 | 0 |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 409 | 538 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (7,160) | (23,344) |
Assets held for sale classified as discontinued operations | 0 | (2,490) |
Accounts payable and accrued expenses | (2,415) | (7,653) |
Deferred rent, operating lease and other liabilities | (15,216) | 6,158 |
Due to affiliates | 0 | (66) |
Liabilities related to discontinued operations | 0 | (13,861) |
Net cash provided by operating activities | 194,034 | 149,865 |
Cash flows from investing activities: | ||
Investments in real estate assets | (81,065) | (139,882) |
Capital expenditures and leasing costs | (7,498) | (4,993) |
Real estate developments | (3,232) | (1,899) |
Principal repayments received on investment securities and mortgage notes receivable | 62 | 4,615 |
Return of investment from unconsolidated entities | 0 | 386 |
Proceeds from disposition of real estate and joint venture | 60,496 | 122,526 |
Proceeds from disposition of discontinued operations | 0 | 123,925 |
Investment in leasehold improvements and other assets | (177) | (85) |
Deposits for real estate assets | (900) | (4,000) |
Proceeds from sale of investments and other assets | 8,199 | 1,351 |
Uses and refunds of deposits for real estate assets | 1,240 | 5,120 |
Proceeds from the settlement of property-related insurance claims | 32 | 269 |
Line of credit advances to Cole REITs | 0 | (2,200) |
Line of credit repayments from Cole REITs | 0 | 3,800 |
Net cash (used in) provided by investing activities | (22,843) | 108,933 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 0 | 89 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (2,426) | (2,676) |
Proceeds from credit facility | 899,000 | 380,000 |
Payments on credit facility | (207,000) | (445,000) |
Payments on corporate bonds, including extinguishment costs | (750,000) | 0 |
Payments of deferred financing costs | (172) | 0 |
Repurchases of Common Stock under the Share Repurchase Programs | 0 | (44,585) |
Repurchases of Common Stock to settle tax obligations | (1,595) | (1,659) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount | 20,894 | 0 |
Contributions from non-controlling interest holders | 64 | 0 |
Distributions paid | (152,314) | (152,519) |
Net cash used in financing activities | (193,549) | (266,350) |
Net change in cash and cash equivalents and restricted cash | (22,358) | (7,552) |
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 | 31,305 | 56,484 |
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 | 12,788 | 28,435 |
Restricted cash at end of period | $ 18,517 | $ 28,049 |
Organization
Organization | 3 Months Ended |
Mar. 31, 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 97.6% of the common equity interests in the OP as of March 31, 2019 with the remaining 2.4% of the common equity interests owned by unaffiliated investors and certain former directors, officers and employees of ARC Properties Advisors, LLC (the “Former Manager”). Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 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 months ended March 31, 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 three months ended March 31, 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 , certain third parties have been issued OP Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to Common Stock, any difference between the fair value of shares of Common Stock issued and the carrying value of the OP Units converted is recorded as a component of equity. As of each of March 31, 2019 and December 31, 2018 , there were approximately 23.7 million Limited Partner OP Units outstanding. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP. Reclassification As described below, the following items previously reported have been reclassified to conform with the current period’s presentation. 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 (loss) income, 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, 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. Insurance Recoveries, Net of Litigation and Non-Routine Costs 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. Insurance recoveries, net of litigation and non-routine costs include the following costs (amounts in thousands): Three Months Ended March 31, 2019 2018 Insurance recoveries, net of litigation and non-routine costs: Audit Committee Investigation and related matters (1) $ 14,691 $ 21,728 Legal fees and expenses (2) 2 12 Litigation settlements (3) 12,235 — Total costs 26,928 21,740 Insurance recoveries (3) (48,420 ) — Total $ (21,492 ) $ 21,740 ___________________________________ (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 three months ended March 31, 2018 . (3) Refer to Note 10 – Commitments and Contingencies 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 March 31, 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, 0.5 million Deferred Stock Units, and 5.5 million stock options, net of forfeiture/cancellation of 0.1 million stock options through that date. Accordingly, as of such date, approximately 82.9 million additional shares were available for future issuance. At March 31, 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 months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Restricted Shares $ 77 $ 160 Time-Based Restricted Stock Units (1) 1,249 1,426 Long-Term Incentive-Based Restricted Stock Units 1,229 1,211 Deferred Stock Units 72 59 Stock Options 245 76 Total $ 2,872 $ 2,932 ___________________________________ (1) Includes stock compensation expense attributable to awards for which the requisite service period begins prior to the assumed future grant date. As of March 31, 2019 , total unrecognized compensation expense related to these awards was approximately $23.3 million , with an aggregate weighted-average remaining term of 2.3 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 three months ended March 31, 2019 , in connection with the cessation of services under the Services Agreement, the Company recorded $9.1 million of restructuring expenses related to the reorganization of its business, of which $8.3 million related to office lease terminations and modifications and $1.1 million related to the cessation of services under the Services Agreement, including severance, net of ASC 842 operating lease adjustments of $0.3 million . No restructuring expenses were recorded prior to January 1, 2019. The Company expects to incur an additional $1.8 million of restructuring expenses. 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, without reassessing (a) whether the contracts contain a lease under ASC 842, (b) whether classification of the operating leases would be different in accordance with ASC 842, or (c) whether the unamortized initial direct costs before transition adjustments would have met the definition of initial direct costs in ASC 842 at lease commencement. 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 | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Real Estate Investments and Related Intangibles | Real Estate Investments and Related Intangibles Property Acquisitions During the three months ended March 31, 2019 , the Company acquired controlling financial interests in eight commercial properties for an aggregate purchase price of $81.1 million (the “2019 Acquisitions”), which includes $0.3 million of external acquisition-related expenses that were capitalized. During the three months ended March 31, 2018 , the Company acquired a controlling interest in 12 commercial properties for an aggregate purchase price of $139.9 million (the “2018 Acquisitions”), which includes $0.7 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): Three Months Ended March 31, 2019 2018 Real estate investments, at cost: Land $ 17,716 $ 27,049 Buildings, fixtures and improvements 53,923 96,044 Total tangible assets 71,639 123,093 Acquired intangible assets: In-place leases and other intangibles (1) 9,445 14,037 Above-market leases (2) — 2,752 Total purchase price of assets acquired $ 81,084 $ 139,882 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 12.5 years and 14.9 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. As of March 31, 2019 , the Company invested $8.0 million , including $0.5 million of external acquisition-related expenses and interest that were capitalized, in one build-to-suit development project. The Company’s estimated remaining committed investment is $20.3 million , and the project is expected to be completed within the next 12 months . Property Dispositions and Real Estate Assets Held for Sale During the three months ended March 31, 2019 , the Company disposed of 22 properties, for an aggregate gross sales price of $66.0 million , of which our share was $62.1 million after the profit participation payments related to the disposition of six Red Lobster properties. The dispositions resulted in proceeds of $60.5 million after closing costs. The Company recorded a gain of $10.8 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 three months ended March 31, 2018 , the Company disposed of 40 properties, for an aggregate gross sales price of $120.8 million , of which our share was $119.2 million after the profit participation payment related to the disposition of three Red Lobster properties. The dispositions resulted in proceeds of $116.9 million after closing costs. The Company recorded a gain of $18.2 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. During the three months ended March 31, 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 March 31, 2019 , there were 12 properties classified as held for sale with a carrying value of $36.0 million , included in real estate assets held for sale, net 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 three months ended March 31, 2019 , the Company recorded a loss of less than $0.1 million related to held for sale properties. During the three months ended March 31, 2018 , the Company recorded a loss of $0.9 million related to held for sale properties. Intangible Lease Assets and Liabilities Intangible lease assets and liabilities of the Company consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life March 31, 2019 December 31, 2018 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $730,221 and $703,909, respectively 15.5 $ 948,973 $ 980,971 Leasing commissions, net of accumulated amortization of $4,566 and $4,048, respectively 10.4 16,318 15,660 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $110,100 and $105,936, respectively 16.4 193,647 201,875 Total intangible lease assets, net $ 1,158,938 $ 1,198,506 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $93,268 and $89,905, respectively 18.9 $ 166,708 $ 173,479 The aggregate amount of above‑ and below-market leases and deferred lease incentives amortized and included as a net decrease to rental revenue was $0.7 million and $1.5 million for the three months ended March 31, 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 $33.8 million and $34.6 million for the three months ended March 31, 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 March 31, 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 $ 94,897 $ 119,518 $ 111,755 $ 97,582 $ 86,748 Leasing commissions: Total projected to be included in amortization expense 1,607 2,018 1,857 1,780 1,584 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 15,595 20,359 19,929 19,116 18,168 Below-market lease liabilities: Total projected to be included in rental revenue 14,559 16,674 15,532 14,690 13,806 Consolidated Joint Ventures The Company had an interest in one consolidated joint venture that owned one property as of March 31, 2019 and December 31, 2018 . As of March 31, 2019 and December 31, 2018 , the consolidated joint venture had total assets of $32.9 million and $32.5 million , respectively, of which $29.9 million 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 $13.9 million and $14.0 million , as of March 31, 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 As of March 31, 2019 and December 31, 2018 , the Company held an investment in an unconsolidated joint venture that owned one property with a carrying value of $35.8 million and $35.3 million , respectively. During the three months ended March 31, 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 Company had a 90% legal ownership interest in the unconsolidated joint venture at March 31, 2019 and December 31, 2018 and accounts for its investment using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financing policies of the investment. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in earnings and distributions from the joint venture. During the three months ended March 31, 2019 and 2018 the Company recognized $0.5 million and $0.4 million , respectively, of net income from unconsolidated joint ventures. The Company’s legal ownership interest may, at times, not equal the Company’s economic interest because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. The carrying amount of the unconsolidated joint venture was greater than the underlying equity in net assets by $3.4 million and $4.7 million as of March 31, 2019 and December 31, 2018 |
Rent and Tenant Receivables and
Rent and Tenant Receivables and Other Assets, Net | 3 Months Ended |
Mar. 31, 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 March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Straight-line rent receivable, net (1) $ 265,464 $ 259,106 Accounts receivable, net (1) 44,244 36,939 Deferred costs, net (2) 12,473 17,515 Investment in direct financing leases, net 10,735 13,254 Prepaid expenses 8,418 5,022 Investment in Cole REITs (3) 7,552 7,844 Leasehold improvements, property and equipment, net (4) 5,133 9,754 Other assets, net 7,622 16,658 Total $ 361,641 $ 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 $1.1 million and $2.6 million for the three months ended March 31, 2019 and 2018 , respectively. Accumulated amortization for deferred costs related to the revolving credit facilities was $48.7 million and $47.6 million as of March 31, 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 $0.3 million for each of the three months ended March 31, 2019 and 2018 , with no related write-offs. Accumulated amortization was $2.7 million and $5.9 million as of March 31, 2019 and December 31, 2018 , respectively. Depreciation expense for property and equipment totaled $0.4 million for the three months ended March 31, 2019 , inclusive of write-offs of less than $0.1 million , and $0.5 million for the three months ended March 31, 2018 , with no related write-offs. Accumulated depreciation was $4.6 million and $7.0 million as of March 31, 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 three months ended March 31, 2019 |
Fair Value Measures
Fair Value Measures | 3 Months Ended |
Mar. 31, 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 March 31, 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 March 31, 2019 Assets: Derivative assets $ — $ 360 $ — $ 360 Investment in Cole REITs — — 7,552 7,552 Total assets $ — $ 360 $ 7,552 $ 7,912 Liabilities: Derivative liabilities $ — $ (11,286 ) $ — $ (11,286 ) 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 March 31, 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. CCIT II has estimated that it will commence a liquidity event over the next two to four years . CCPT V has estimated that it will commence a liquidity event over the next two to five years following the termination of its initial public offering. CCIT III has estimated that it will commence a liquidity event five to seven years following the termination of its initial public offering. Effective December 31, 2018, CCIT III terminated its primary offering, however it will continue to issue shares pursuant to its distribution reinvestment plan. The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the three months ended March 31, 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292 ) Ending Balance, March 31, 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 three months ended March 31, 2018 (in thousands): CMBS (1) 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 (837 ) — Realized loss included in other income, net (34 ) — Unrealized gain included in other income, net — 5,102 Purchases, issuance, settlements Return of principal received (4,402 ) — Amortization included in net income, net 40 — Sale of investments — (522 ) Ending Balance, March 31, 2018 $ 35,741 $ 7,844 (1) During the year ended December 31, 2018 , the Company repaid or sold all of its commercial mortgage-backed securities (“CMBS”). Prior to the repayment or sale, the Company’s CMBS were carried at fair value and were valued using Level 3 inputs. 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 24 properties were deemed to be impaired and their carrying values totaling $61.4 million were reduced to their estimated fair value of $49.4 million , resulting in impairment charges of $12.0 million during the three months ended March 31, 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 three months ended March 31, 2018 , net real estate assets related to 12 properties, with carrying values totaling $14.2 million , were deemed to be impaired and their carrying values were reduced to their estimated fair values of $8.2 million , resulting in impairment charges of $6.0 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 three months ended March 31, 2019 , the Company used a discount rate of 8.0% and a capitalization rate of 7.5% . The following table presents the impairments by asset class recorded during the three months ended March 31, 2019 and 2018 (dollar amounts in thousands): Three Months Ended March 31, 2019 2018 Properties impaired 24 12 Asset classes impaired: Investment in real estate assets, net $ 11,988 $ 6,043 Below-market lease liabilities, net — (7 ) Total $ 11,988 $ 6,036 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 March 31, 2019 Fair Value at March 31, 2019 Carrying Amount at December 31, 2018 Fair Value at December 31, 2018 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,928,777 $ 1,932,747 $ 1,933,209 $ 1,961,496 Corporate bonds, net 2 2,646,079 2,708,761 3,395,885 3,368,928 Convertible debt, net 2 399,076 402,017 398,591 396,905 Credit facility 2 1,095,000 1,094,984 403,000 403,000 Total liabilities $ 6,068,932 $ 6,138,509 $ 6,130,685 $ 6,130,329 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. Debt |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of March 31, 2019 , the Company had $6.0 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 4.5 years and a weighted-average interest rate of 4.4% . The following table summarizes the carrying value of debt as of March 31, 2019 and December 31, 2018 , and the debt activity for the three months ended March 31, 2019 (in thousands): Three Months Ended March 31, 2019 Balance as of December 31, 2018 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of March 31, 2019 Mortgage notes payable: Outstanding balance $ 1,917,132 $ — $ (2,426 ) $ — $ 1,914,706 Net premiums (1) 16,077 — — (2,006 ) 14,071 Deferred costs (10,552 ) — — 601 (9,951 ) Mortgages notes payable, net 1,922,657 — (2,426 ) (1,405 ) 1,918,826 Corporate bonds: Outstanding balance 3,400,000 — (750,000 ) — 2,650,000 Discount (2) (4,115 ) — — 194 (3,921 ) Deferred costs (27,276 ) — — 1,153 (26,123 ) Corporate bonds, net 3,368,609 — (750,000 ) 1,347 2,619,956 Convertible debt: Outstanding balance 402,500 — — — 402,500 Discount (2) (3,909 ) — — 485 (3,424 ) Deferred costs (3,708 ) — — 455 (3,253 ) Convertible debt, net 394,883 — — 940 395,823 Credit facility: Outstanding balance 403,000 899,000 (207,000 ) — 1,095,000 Deferred costs (3) (1,227 ) (4,268 ) — 220 (5,275 ) Credit facility, net 401,773 894,732 (207,000 ) 220 1,089,725 Total debt $ 6,087,922 $ 894,732 $ (959,426 ) $ 1,102 $ 6,024,330 ____________________________________ (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 March 31, 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 (4) 458 $ 3,755,089 $ 1,900,757 4.92 % 3.2 Variable-rate debt 1 33,734 13,949 5.74 % (5) 0.4 Total 459 $ 3,788,823 $ 1,914,706 4.93 % 3.2 ____________________________________ (1) Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities. (2) Weighted average interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Includes $50.5 million of variable-rate debt fixed by way of interest rate swap arrangements. (5) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of March 31, 2019 . 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 March 31, 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. The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to March 31, 2019 (in thousands): Total April 1, 2019 - December 31, 2019 $ 164,849 2020 265,189 2021 352,768 2022 314,898 2023 144,843 Thereafter 672,159 Total $ 1,914,706 Corporate Bonds As of March 31, 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 March 31, 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 March 31, 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 March 31, 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 $3.4 million . The discount will be amortized over the remaining term of 1.7 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 March 31, 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 three months ended March 31, 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 March 31, 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 March 31, 2019 , the outstanding balance under the Revolving Credit Facility was $195.0 million . As of March 31, 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 March 31, 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 Inter-Bank Offer Rate (“LIBOR”) plus 0.775% to 1.55% or Base Rate plus 0.00% to 0.55% (based upon the General Partner’s then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR plus 1.0% , determined on a daily basis. The 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 March 31, 2019 . In connection with entering into the Credit Agreement, the Company capitalized an aggregate $20.7 million |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 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 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 loss on derivative instruments, 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 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, 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% . As of March 31, 2019 , these interest rate swaps were in a liability position with a fair value of $11.3 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. During each of the three months ended March 31, 2019 and 2018 , the Company reclassified previously unrealized losses of $0.1 million from accumulated other comprehensive income into interest expense as a result of the hedged transactions impacting earnings. During the three months ended March 31, 2019 , the Company recorded unrealized losses of $11.3 million for changes in the fair value of the cash flow hedges in accumulated other comprehensive income. During the next twelve months, the Company estimates that an additional $1.3 million will be reclassified from other comprehensive income as an increase to interest expense. Derivatives Not Designated as Hedging Instruments As of each of March 31, 2019 and December 31, 2018 , the Company had one interest rate swap that was not designated as a qualifying hedging relationship with a $50.5 million and $50.7 million notional amount, respectively. As of March 31, 2019 and December 31, 2018 , this interest rate swap was in an asset position with an estimated fair value of $0.4 million and $0.5 million , respectively, which is included in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheets. A loss of less than $0.1 million for the three months ended March 31, 2019 and a gain of $0.3 million for the three months ended March 31, 2018 , related to the change in the fair value of derivatives not designated as hedging instruments were recorded in (loss) gain on derivative instruments, net |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental Cash Flow Disclosures Supplemental cash flow information was as follows for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Supplemental disclosures: Cash paid for interest $ 67,588 $ 72,298 Cash paid for income taxes $ 384 $ 843 Non-cash investing and financing activities: Unsettled share issuances $ 6,650 $ — Accrued capital expenditures, tenant improvements and real estate developments $ 10,903 $ 1,716 Distributions declared and unpaid $ 139,764 $ 139,405 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 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 March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Accrued interest $ 45,620 $ 43,916 Accrued legal fees 29,676 32,715 Accrued real estate taxes 26,332 25,208 Accounts payable 1,481 2,673 Accrued other 38,017 41,099 Total $ 141,126 $ 145,611 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Litigation The Company is involved in various routine legal proceedings and claims incidental to the ordinary course of its business. There are no material legal proceedings pending against the Company, except as follows: Government Investigations and Litigation Relating to the Audit Committee Investigation As previously reported, on October 29, 2014, the Company filed a Current Report on Form 8-K (the “October 29 8-K”) reporting the Audit Committee’s conclusion, based on the preliminary findings of its investigation, that certain previously issued consolidated financial statements of the Company, including those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, and related financial information should no longer be relied upon. The Company also reported that the Audit Committee had based its conclusion on the preliminary findings of its investigation into concerns regarding accounting practices and other matters that were first reported to the Audit Committee in early September 2014 and that the Audit Committee believed that an error in the calculation of adjusted funds from operations for the first quarter of 2014 had been identified but intentionally not corrected when the Company reported its financial results for the three and six months ended June 30, 2014. Prior to the filing of the October 29 8-K, the Audit Committee previewed for the SEC the information contained in the filing. Subsequent to that filing, the SEC provided notice that it had commenced a formal investigation and issued subpoenas calling for the production of various documents. In addition, the United States Attorney’s Office for the Southern District of New York contacted counsel for the Audit Committee and counsel for the Company with respect to this matter, and the Secretary of the Commonwealth of Massachusetts issued a subpoena calling for the production of various documents. The Company has been cooperating with these regulators in their investigations. In connection with these investigations, on September 8, 2016, the United States Attorney’s Office for the Southern District of New York announced the filing of criminal charges against the Company’s former Chief Financial Officer and former Chief Accounting Officer (the “Criminal Action”), as well as the fact that the former Chief Accounting Officer pleaded guilty to the charges filed. Also on September 8, 2016, the SEC announced the filing of a civil complaint against the same two individuals in the United States District Court for the Southern District of New York. On June 30, 2017, following a jury trial, the former Chief Financial Officer was convicted of the charges filed. Both the former Chief Accounting Officer and the former Chief Financial Officer have entered into settlement agreements with the SEC resolving the charges brought against them. The United States Attorney’s Office has indicated that it does not intend to bring criminal charges against the Company arising from its investigation. In 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 “SDNY Consolidated Securities Class Action”). The plaintiffs filed a second amended class action complaint on December 11, 2015, which asserted claims for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On September 8, 2016, the court issued an order directing plaintiffs to file a third amended complaint to reflect certain prior rulings by the court in connection with various motions to dismiss. The third amended complaint was filed on September 30, 2016 and the defendants were not required to file new answers. 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. Fact depositions were concluded at the end of 2018. At a status conference in April 2019, the court denied the summary judgment motions filed by the defendants. The court also set a schedule for expert discovery. Trial is scheduled for September 9, 2019 and a pre-trial conference is scheduled for August 19, 2019. 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% 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 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. The only remaining opt out action is the Jet Capital Action, which is proceeding on the same schedule as the SDNY Consolidated Securities Class Action. 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”, and such plaintiffs, “Plaintiffs”). The Vanguard Action asserted claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. On June 7, 2018, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) to settle the Vanguard Action for a payment of $90 million . The Settlement Agreement contains mutual releases by both Plaintiffs and the Company, although the Company retains the right to pursue any and all claims against the other defendants in the Action and/or third parties, including claims for contribution for amounts paid in the settlement. The Settlement Agreement does not contain any admission of liability, wrongdoing or responsibility by any of the parties. Vanguard’s holdings accounted for approximately 13% 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 SDNY Consolidated Securities Class Action. Pursuant to the terms of the settlement agreements, the shareholders released all claims that were the subject matter of the SDNY Consolidated Securities Class Action and the Company made payments totaling $27.9 million . In total, the Company has now settled claims of shareholders who held shares of common stock and swaps referencing common stock representing approximately 35.3% of VEREIT’s outstanding shares of common stock held at the end of the period covered by the various pending shareholder actions for payments totaling approximately $245.4 million . Of the $27.9 million in payments referenced above, $12.2 million is recorded in “Insurance Recoveries, Net of Litigation and Non-Routine Costs” in the accompanying consolidated statement of operations for the three months ended March 31, 2019 , and the balance was recorded in the Company’s consolidated financial statements for the year ended December 31, 2018 . 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. Fact discovery and summary judgment briefing in the Witchko Action was coordinated with the SDNY Consolidated Securities Class Action. At the April 2019 status conference, the court denied the summary judgement motions in the SDNY Derivative Action as premature, with leave to refile at a later date. The court has not yet set a trial date in the SDNY Derivative Action. On December 3, 2015, the Company was named as a nominal defendant and certain of its former officers and directors were named as defendants in a shareholder derivative action filed in the Circuit Court for Baltimore City in Maryland, Frampton v. Schorsch, et al., No. 24-C-15-006269 (the “Frampton Action”). The Frampton Action seeks money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty and contribution and indemnification. By order dated November 4, 2016, the Frampton Action was stayed pending resolution of the SDNY Derivative Action. On June 10, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among others, were named as defendants, in a shareholder derivative action filed in the Supreme Court of the State of New York, Kosky v. Schorsch, et al., No. 653093/2016 (the “Kosky Action”). The Kosky Action seeks money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty, negligence, and breach of contract. On October 6, 2016, the parties filed a stipulation staying the Kosky Action until resolution of the SDNY Consolidated Securities Class Action. On October 6, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among others, were named as defendants, in a shareholder derivative action filed in the United States District Court for the District of Maryland, captioned Meloche v. Schorsch, et al., 16-cv-03366 (the “Meloche Action”). An amended complaint was filed on January 17, 2017. The Meloche Action seeks money damages and other relief on behalf of the Company for alleged breaches of fiduciary duty and negligence. By order dated May 16, 2017, the Meloche Action was stayed until resolution of the SDNY Derivative Action. There can be no assurance as to whether or how the completed settlements may affect any potential future resolution of any other pending lawsuit or claims, the timing of any such resolution, or the amount at which any other matter may be resolved. The Company has not reserved amounts for the SEC investigation, the on-going class action and the remaining opt out action discussed above because it believes that any probable loss or reasonably possible range of loss is not reasonably estimable at this time. With respect to the class action specifically, which represents substantially all of the remaining shares with alleged claims, although the Company believes a loss is probable, it is currently unable to reasonably estimate a possible range of loss because the litigation involves significant uncertainties, including, but not limited to, the complexity of the facts, the legal theories and the nature of the claims, the information to be produced in discovery, which has not yet concluded, the applicable methodology for determining any damages for each of the different types of claims, the extent to which members of the class would or would not file a claim, and the uncertainty inherent in a class action where the trading history and other relevant characteristics of the claimants are not currently known. The ultimate resolution of all of these matters, the timing and substance of which is unknown, may materially impact the Company’s business, financial condition, liquidity and results of operations. Cole Litigation Matter In December 2013, Realistic Partners filed a putative class action lawsuit against the Company and the then-members of its board of directors in the Supreme Court for the State of New York, captioned Realistic Partners v. American Realty Capital Partners, et al., No. 654468/2013. The plaintiff alleged, among other things, that the board of the Company breached its fiduciary duties in connection with the transactions contemplated under the Cole Merger Agreement (in connection with the merger between a wholly owned subsidiary of Cole Credit Property Trust III, Inc. and Cole Holdings Corporation) and that Cole Credit Property Trust III, Inc. aided and abetted those breaches. In January 2014, the parties entered into a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of the Company’s stockholders. The proposed settlement terms required the Company to make certain additional disclosures related to the Cole Merger, which were included in a Current Report on Form 8-K filed by the Company with the SEC on January 17, 2014. The memorandum of understanding also contemplated that the parties would enter into a stipulation of settlement, which would be subject to customary conditions, including confirmatory discovery and court approval following notice to the Company’s stockholders, and provided that the defendants would not object to a payment of up to $625,000 for attorneys’ fees. If the parties enter into a stipulation of settlement, which has not occurred, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will enter into a stipulation of settlement, that the court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the memorandum of understanding. Purchase Commitments The Company enters into purchase and sale agreements and deposits funds into escrow towards the purchase of real estate assets. As of March 31, 2019 , the Company was a party to three purchase and sale agreements with unaffiliated third-party sellers to purchase a 100% interest in seven properties, subject to meeting certain criteria, for an aggregate purchase price of $80.6 million , exclusive of closing costs. As of March 31, 2019 , the Company had $0.8 million of property escrow deposits held by escrow agents in connection with these future property acquisitions, which may be forfeited if the transactions are not completed under certain circumstances. Environmental Matters |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases Lessor The Company is the lessor for its 3,980 retail, restaurant, office and industrial operating properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.02 years to 25.9 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 March 31, 2019 2018 Fixed: Cash rent $ 282,575 $ 280,888 Straight-line rent 7,412 10,965 Lease intangible amortization (731 ) (1,487 ) Sub-lease (1) 5,489 3,929 Total fixed $ 294,745 $ 294,295 Variable (2) 21,881 20,514 Income from direct financing leases 217 265 Total rental revenue $ 316,843 $ 315,074 ____________________________________ (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 Future Minimum (1) April 1, 2019 - December 31, 2019 $ 826,040 $ 1,821 2020 1,090,167 2,135 2021 1,053,841 2,014 2022 984,204 1,925 2023 902,076 1,541 Thereafter 5,415,482 707 Total $ 10,271,810 $ 10,143 ____________________________________ (1) Related to 24 pro perties 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 0.2 years to 80.4 years , some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.8 years as of March 31, 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 4.92% as of March 31, 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 months ended March 31, 2019 (in thousands): Three Months Ended March 31, 2019 Operating lease cost (1) $ 6,978 Sublease income (2) $ (5,489 ) ___________________________________ (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 $3.4 million and operating lease liabilities by $3.6 million , for non-cash activity related to dispositions and lease modifications. 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 March 31, 2019 (in thousands). Future Minimum Lease Payments March 31, 2019 April 1, 2019 - December 31, 2019 $ 16,572 2020 22,963 2021 22,534 2022 22,367 2023 21,106 Thereafter 244,171 Total 349,713 Less: imputed interest 121,593 Total $ 228,120 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 December 31, 2018 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 3,980 retail, restaurant, office and industrial operating properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.02 years to 25.9 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 March 31, 2019 2018 Fixed: Cash rent $ 282,575 $ 280,888 Straight-line rent 7,412 10,965 Lease intangible amortization (731 ) (1,487 ) Sub-lease (1) 5,489 3,929 Total fixed $ 294,745 $ 294,295 Variable (2) 21,881 20,514 Income from direct financing leases 217 265 Total rental revenue $ 316,843 $ 315,074 ____________________________________ (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 Future Minimum (1) April 1, 2019 - December 31, 2019 $ 826,040 $ 1,821 2020 1,090,167 2,135 2021 1,053,841 2,014 2022 984,204 1,925 2023 902,076 1,541 Thereafter 5,415,482 707 Total $ 10,271,810 $ 10,143 ____________________________________ (1) Related to 24 pro perties 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 0.2 years to 80.4 years , some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.8 years as of March 31, 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 4.92% as of March 31, 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 months ended March 31, 2019 (in thousands): Three Months Ended March 31, 2019 Operating lease cost (1) $ 6,978 Sublease income (2) $ (5,489 ) ___________________________________ (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 $3.4 million and operating lease liabilities by $3.6 million , for non-cash activity related to dispositions and lease modifications. 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 March 31, 2019 (in thousands). Future Minimum Lease Payments March 31, 2019 April 1, 2019 - December 31, 2019 $ 16,572 2020 22,963 2021 22,534 2022 22,367 2023 21,106 Thereafter 244,171 Total 349,713 Less: imputed interest 121,593 Total $ 228,120 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 December 31, 2018 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 3,980 retail, restaurant, office and industrial operating properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.02 years to 25.9 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 March 31, 2019 2018 Fixed: Cash rent $ 282,575 $ 280,888 Straight-line rent 7,412 10,965 Lease intangible amortization (731 ) (1,487 ) Sub-lease (1) 5,489 3,929 Total fixed $ 294,745 $ 294,295 Variable (2) 21,881 20,514 Income from direct financing leases 217 265 Total rental revenue $ 316,843 $ 315,074 ____________________________________ (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 Future Minimum (1) April 1, 2019 - December 31, 2019 $ 826,040 $ 1,821 2020 1,090,167 2,135 2021 1,053,841 2,014 2022 984,204 1,925 2023 902,076 1,541 Thereafter 5,415,482 707 Total $ 10,271,810 $ 10,143 ____________________________________ (1) Related to 24 pro perties 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 0.2 years to 80.4 years , some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.8 years as of March 31, 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 4.92% as of March 31, 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 months ended March 31, 2019 (in thousands): Three Months Ended March 31, 2019 Operating lease cost (1) $ 6,978 Sublease income (2) $ (5,489 ) ___________________________________ (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 $3.4 million and operating lease liabilities by $3.6 million , for non-cash activity related to dispositions and lease modifications. 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 March 31, 2019 (in thousands). Future Minimum Lease Payments March 31, 2019 April 1, 2019 - December 31, 2019 $ 16,572 2020 22,963 2021 22,534 2022 22,367 2023 21,106 Thereafter 244,171 Total 349,713 Less: imputed interest 121,593 Total $ 228,120 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 December 31, 2018 2019 $ 18,479 2020 18,191 2021 17,929 2022 18,118 2023 17,772 Thereafter 196,670 Total $ 287,159 |
Equity
Equity | 3 Months Ended |
Mar. 31, 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 March 31, 2019 , the General Partner had approximately 971.6 million shares of Common Stock issued and outstanding. Additionally, the Operating Partnership had approximately 971.6 million General Partner OP Units issued and outstanding as of March 31, 2019 , corresponding to the General Partner’s outstanding shares of Common Stock. Common Stock Continuous Offering Program On September 19, 2016, the Company registered a continuous equity offering program (“the 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 three months ended March 31, 2019 , the Company issued 3.3 million shares of Common Stock pursuant to the Prior Program at a weighted average price per share of $8.46 , for gross proceeds of $28.0 million . The weighted average price per share, net of offering costs, was $8.33 , for net proceeds of $27.5 million . Aggregate shares issued under the Prior Program, including those issued subsequent to the three months ended March 31, 2019 , totaled 5.0 million , 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 . The proceeds from any sale of shares have been or will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. 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 (collectively, the “Offering”). The proceeds from any sale of shares in the Offering will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. The Offering replaced the Prior Program. Series F Preferred Stock and Series F Preferred OP Units As of March 31, 2019 , there were approximately 42.9 million shares of Series F Preferred Stock (and approximately 42.9 million corresponding General Partner Series F Preferred Units) and 49,766 Limited Partner Series F Preferred Units issued and outstanding. The Series F Preferred Stock pays cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis). The Series F Preferred Stock 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. Limited Partner OP Units As of March 31, 2019 the Operating Partnership had approximately 23.7 million Limited Partner OP Units outstanding. As of March 31, 2019 , the Company has received redemption requests totaling approximately 13.1 million Limited Partner OP Units from certain affiliates of the Former Manager, which would have been redeemable for a corresponding number of shares of Common Stock. The Company believes it has potential claims against recipients of those OP Units and has engaged in discussions with affiliates of the Former Manager regarding the redemption requests. Pending any resolution, the Company does not currently intend to satisfy any of the redemption requests. In light of the potential claims, since October 15, 2015, the OP has not paid distributions in respect of a substantial portion of the outstanding Limited Partner OP Units when the Common Stock dividends were otherwise paid. Common Stock Dividends On February 20, 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 first quarter of 2019 to stockholders of record as of March 29, 2019 , which was paid on April 15, 2019 . An equivalent distribution by the Operating Partnership is applicable per OP Unit. Share Repurchase Program 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 permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 3, 2019 , as market conditions warrant. On May 6, 2019 , the Company’s Board of Directors authorized a new 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 during the first quarter of 2019. As of March 31, 2019 , the Company had $194.4 million available for share repurchases under the 2018 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 as part of the 2018 Share Repurchase Program. Common Stock Repurchases to Settle Tax Obligations Under the General Partner’s Equity Plan, participants have the option to have the General Partner repurchase shares vesting from awards made under the Equity Plan in order to satisfy the minimum federal and state tax withholding obligations. During the three months ended March 31, 2019 , the General Partner repurchased approximately 0.2 million |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 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’s operations were conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. The OP sold all of the issued and outstanding shares of common stock of CCA and certain of CCA’s subsidiaries to CCA Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC for approximately $120.0 million paid in cash at closing. The Company could also receive up to an aggregate of $80.0 million of additional fees over the next six 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 for the three months ended March 31, 2019 . 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 months ended March 31, 2019 . The following is a summary of the financial information for discontinued operations for the three months ended March 31, 2018 (in thousands): Three Months Ended March 31, 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 (654 ) General and administrative 4,450 Total operating expenses 4,398 Operating income (loss) 3,415 Loss on disposition and assets held for sale (2,009 ) Income before taxes 1,406 Benefit from income taxes 2,095 Income from discontinued operations, net of income taxes $ 3,501 The following is a summary of cash flows related to discontinued operations for the three months ended March 31, 2018 (in thousands): Three Months Ended March 31, 2018 Cash flows related to discontinued operations: Net cash used in operating activities $ (10,662 ) Cash flows from investing activities $ 123,925 |
Related Party Transactions and
Related Party Transactions and Arrangements | 3 Months Ended |
Mar. 31, 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 assets and liabilities transferred pursuant to the Cole Capital Purchase and Sale Agreement and related financial results are reflected in the consolidated balance sheets and consolidated statements of operations as discontinued operations for all periods presented. As a result of the sale of Cole Capital, the Cole REITs are no longer affiliated with the Company. During the three months ended March 31, 2018 , the Company earned $7.9 million of offering-related, transaction services and management fees and reimbursements from the Cole REITs. No such fees were earned during the three months ended March 31, 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, net in the accompanying consolidated statement of operations for the three months ended March 31, 2018 , to the Cole Purchaser, retaining interests in the Cole REITs. As of March 31, 2019 and December 31, 2018 , the Company owned aggregate equity investments of $7.6 million and $7.8 million , respectively, in the Cole REITs. During the three months ended March 31, 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 (loss) income, net in the accompanying consolidated statement of operations. During the three months ended March 31, 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 (loss) income, net |
Net Income (Loss) Per Share_Uni
Net Income (Loss) Per Share/Unit | 3 Months Ended |
Mar. 31, 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 Per Share The following is a summary of the basic and diluted net income per share computation for the General Partner for the three months ended March 31, 2019 and 2018 (dollar amounts in thousands): Three Months Ended March 31, 2019 2018 Income from continuing operations $ 70,971 $ 29,036 Noncontrolling interests’ share in continuing operations (1,667 ) (658 ) Net income from continuing operations attributable to the General Partner 69,304 28,378 Dividends to preferred shares and units (17,973 ) (17,973 ) Net income from continuing operations available to the General Partner 51,331 10,405 Earnings allocated to participating securities — (11 ) Income from discontinued operations, net of income taxes — 3,501 Income from discontinued operations attributable to limited partners — (84 ) Net income available to common stockholders used in basic net income per share 51,331 13,811 Income attributable to limited partners 1,695 782 Net income available to common stockholders used in basic and diluted net income per share $ 53,026 $ 14,593 Weighted average number of Common Stock outstanding - basic 968,460,296 972,663,193 Effect of Limited Partner OP Units and dilutive securities 24,838,018 24,044,144 Weighted average number of common shares - diluted 993,298,314 996,707,337 Basic and diluted net income per share from continuing operations attributable to common stockholders $ 0.05 $ 0.01 Basic and diluted net income per share from discontinued operations attributable to common stockholders $ — $ 0.00 Basic and diluted net income per share attributable to common stockholders $ 0.05 $ 0.01 The following were excluded from diluted net income per share attributable to common stockholders, as the effect would have been antidilutive: Three Months Ended March 31, 2019 2018 Weighted average unvested Restricted Shares — 66,106 Net Income Per Unit The following is a summary of the basic and diluted net income per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the three months ended March 31, 2019 and 2018 (dollar amounts in thousands): Three Months Ended March 31, 2019 2018 Income from continuing operations $ 70,971 $ 29,036 Noncontrolling interests’ share in continuing operations 28 40 Net income from continuing operations attributable to the Operating Partnership $ 70,999 $ 29,076 Dividends to preferred units (17,973 ) (17,973 ) Net income from continuing operations available to the Operating Partnership 53,026 11,103 Earnings allocated to participating units — (11 ) Income from discontinued operations, net of income taxes — 3,501 Net income available to common unitholders used in basic and diluted net income per unit $ 53,026 $ 14,593 Weighted average number of common units outstanding - basic 992,176,204 996,411,540 Effect of dilutive securities 1,122,110 295,797 Weighted average number of common units - diluted 993,298,314 996,707,337 Basic and diluted net income per unit from continuing operations attributable to common unitholders $ 0.05 $ 0.01 Basic and diluted net income per unit from discontinued operations attributable to common unitholders $ — $ 0.00 Basic and diluted net income per unit attributable to common unitholders $ 0.05 $ 0.01 The following were excluded from diluted net income per unit attributable to common unitholders, as the effect would have been antidilutive: Three Months Ended March 31, 2019 2018 Weighted average unvested Restricted Shares — 66,106 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The following events occurred subsequent to March 31, 2019 : Real Estate Investment Activity From April 1, 2019 through May 1, 2019 the Company disposed of 14 properties for an aggregate gross sales price of $175.8 million , of which nine were held for sale with an aggregate carrying value of $22.4 million as of March 31, 2019 . The Company’s share of the aggregate sales price was $173.0 million with an estimated gain of $69.3 million . In addition, the Company acquired three properties for an aggregate purchase price of $44.2 million , excluding capitalized external acquisition-related expenses. Common Stock Dividend On May 6, 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 second quarter of 2019 to stockholders of record as of June 28, 2019 , which will be paid on July 15, 2019 . An equivalent distribution by the Operating Partnership is applicable per OP Unit. Preferred Stock Dividend On May 6, 2019 , the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for July 2019 through September 2019 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 June 15, 2019 - July 14, 2019 July 1, 2019 July 15, 2019 July 15, 2019 - August 14, 2019 August 1, 2019 August 15, 2019 August 15, 2019 - September 14, 2019 September 1, 2019 September 16, 2019 Continuous Equity Offering Program 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 (collectively, the “Offering”). The proceeds from any sale of shares in the Offering will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. The Offering replaced the Prior Program. Aggregate shares issued under the Prior Program, including those issued subsequent to the three months ended March 31, 2019 , totaled 5.0 million , 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 . Share Repurchase Program On May 6, 2019 , the Company’s Board of Directors authorized a new share repurchase program that permits the company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 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 months ended March 31, 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 three months ended March 31, 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 , certain third parties have been issued OP Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to Common Stock, any difference between the fair value of shares of Common Stock issued and the carrying value of the OP Units converted is recorded as a component of equity. As of each of March 31, 2019 and December 31, 2018 , there were approximately 23.7 million Limited Partner OP Units outstanding. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. |
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 (loss) income, 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. |
Insurance Recoveries, Net of Litigation and Non-Routine Costs | 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. |
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 three months ended March 31, 2019 , in connection with the cessation of services under the Services Agreement, the Company recorded $9.1 million of restructuring expenses related to the reorganization of its business, of which $8.3 million related to office lease terminations and modifications and $1.1 million related to the cessation of services under the Services Agreement, including severance, net of ASC 842 operating lease adjustments of $0.3 million . No restructuring expenses were recorded prior to January 1, 2019. The Company expects to incur an additional $1.8 million |
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, without reassessing (a) whether the contracts contain a lease under ASC 842, (b) whether classification of the operating leases would be different in accordance with ASC 842, or (c) whether the unamortized initial direct costs before transition adjustments would have met the definition of initial direct costs in ASC 842 at lease commencement. 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) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Litigation, Merger and Other Non-routine Costs, Net of Insurance Recoveries | Insurance recoveries, net of litigation and non-routine costs include the following costs (amounts in thousands): Three Months Ended March 31, 2019 2018 Insurance recoveries, net of litigation and non-routine costs: Audit Committee Investigation and related matters (1) $ 14,691 $ 21,728 Legal fees and expenses (2) 2 12 Litigation settlements (3) 12,235 — Total costs 26,928 21,740 Insurance recoveries (3) (48,420 ) — Total $ (21,492 ) $ 21,740 ___________________________________ (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 three months ended March 31, 2018 . (3) Refer to Note 10 – Commitments and Contingencies |
Summary of equity-based compensation expense | The following is a summary of equity-based compensation expense for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Restricted Shares $ 77 $ 160 Time-Based Restricted Stock Units (1) 1,249 1,426 Long-Term Incentive-Based Restricted Stock Units 1,229 1,211 Deferred Stock Units 72 59 Stock Options 245 76 Total $ 2,872 $ 2,932 ___________________________________ (1) |
Real Estate Investments and R_2
Real Estate Investments and Related Intangibles (Tables) | 3 Months Ended |
Mar. 31, 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): Three Months Ended March 31, 2019 2018 Real estate investments, at cost: Land $ 17,716 $ 27,049 Buildings, fixtures and improvements 53,923 96,044 Total tangible assets 71,639 123,093 Acquired intangible assets: In-place leases and other intangibles (1) 9,445 14,037 Above-market leases (2) — 2,752 Total purchase price of assets acquired $ 81,084 $ 139,882 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 12.5 years and 14.9 years for 2019 Acquisitions and 2018 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 10.8 years |
Schedule of Intangible Assets | Intangible lease assets and liabilities of the Company consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life March 31, 2019 December 31, 2018 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $730,221 and $703,909, respectively 15.5 $ 948,973 $ 980,971 Leasing commissions, net of accumulated amortization of $4,566 and $4,048, respectively 10.4 16,318 15,660 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $110,100 and $105,936, respectively 16.4 193,647 201,875 Total intangible lease assets, net $ 1,158,938 $ 1,198,506 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $93,268 and $89,905, respectively 18.9 $ 166,708 $ 173,479 |
Schedule of Intangible Liabilities | Intangible lease assets and liabilities of the Company consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life March 31, 2019 December 31, 2018 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $730,221 and $703,909, respectively 15.5 $ 948,973 $ 980,971 Leasing commissions, net of accumulated amortization of $4,566 and $4,048, respectively 10.4 16,318 15,660 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $110,100 and $105,936, respectively 16.4 193,647 201,875 Total intangible lease assets, net $ 1,158,938 $ 1,198,506 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $93,268 and $89,905, respectively 18.9 $ 166,708 $ 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 March 31, 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 $ 94,897 $ 119,518 $ 111,755 $ 97,582 $ 86,748 Leasing commissions: Total projected to be included in amortization expense 1,607 2,018 1,857 1,780 1,584 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 15,595 20,359 19,929 19,116 18,168 Below-market lease liabilities: Total projected to be included in rental revenue 14,559 16,674 15,532 14,690 13,806 |
Rent and Tenant Receivables a_2
Rent and Tenant Receivables and Other Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Straight-line rent receivable, net (1) $ 265,464 $ 259,106 Accounts receivable, net (1) 44,244 36,939 Deferred costs, net (2) 12,473 17,515 Investment in direct financing leases, net 10,735 13,254 Prepaid expenses 8,418 5,022 Investment in Cole REITs (3) 7,552 7,844 Leasehold improvements, property and equipment, net (4) 5,133 9,754 Other assets, net 7,622 16,658 Total $ 361,641 $ 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 $1.1 million and $2.6 million for the three months ended March 31, 2019 and 2018 , respectively. Accumulated amortization for deferred costs related to the revolving credit facilities was $48.7 million and $47.6 million as of March 31, 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 $0.3 million for each of the three months ended March 31, 2019 and 2018 , with no related write-offs. Accumulated amortization was $2.7 million and $5.9 million as of March 31, 2019 and December 31, 2018 , respectively. Depreciation expense for property and equipment totaled $0.4 million for the three months ended March 31, 2019 , inclusive of write-offs of less than $0.1 million , and $0.5 million for the three months ended March 31, 2018 , with no related write-offs. Accumulated depreciation was $4.6 million and $7.0 million as of March 31, 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 three months ended March 31, 2019 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 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 March 31, 2019 Assets: Derivative assets $ — $ 360 $ — $ 360 Investment in Cole REITs — — 7,552 7,552 Total assets $ — $ 360 $ 7,552 $ 7,912 Liabilities: Derivative liabilities $ — $ (11,286 ) $ — $ (11,286 ) 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 three months ended March 31, 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292 ) Ending Balance, March 31, 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 three months ended March 31, 2018 (in thousands): CMBS (1) 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 (837 ) — Realized loss included in other income, net (34 ) — Unrealized gain included in other income, net — 5,102 Purchases, issuance, settlements Return of principal received (4,402 ) — Amortization included in net income, net 40 — Sale of investments — (522 ) Ending Balance, March 31, 2018 $ 35,741 $ 7,844 (1) During the year ended December 31, 2018 |
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 three months ended March 31, 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292 ) Ending Balance, March 31, 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 three months ended March 31, 2018 (in thousands): CMBS (1) 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 (837 ) — Realized loss included in other income, net (34 ) — Unrealized gain included in other income, net — 5,102 Purchases, issuance, settlements Return of principal received (4,402 ) — Amortization included in net income, net 40 — Sale of investments — (522 ) Ending Balance, March 31, 2018 $ 35,741 $ 7,844 (1) During the year ended December 31, 2018 |
Summary of impairment charges by asset class | The following table presents the impairments by asset class recorded during the three months ended March 31, 2019 and 2018 (dollar amounts in thousands): Three Months Ended March 31, 2019 2018 Properties impaired 24 12 Asset classes impaired: Investment in real estate assets, net $ 11,988 $ 6,043 Below-market lease liabilities, net — (7 ) Total $ 11,988 $ 6,036 |
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 March 31, 2019 Fair Value at March 31, 2019 Carrying Amount at December 31, 2018 Fair Value at December 31, 2018 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,928,777 $ 1,932,747 $ 1,933,209 $ 1,961,496 Corporate bonds, net 2 2,646,079 2,708,761 3,395,885 3,368,928 Convertible debt, net 2 399,076 402,017 398,591 396,905 Credit facility 2 1,095,000 1,094,984 403,000 403,000 Total liabilities $ 6,068,932 $ 6,138,509 $ 6,130,685 $ 6,130,329 _______________________________________________ (1) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes the carrying value of debt as of March 31, 2019 and December 31, 2018 , and the debt activity for the three months ended March 31, 2019 (in thousands): Three Months Ended March 31, 2019 Balance as of December 31, 2018 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of March 31, 2019 Mortgage notes payable: Outstanding balance $ 1,917,132 $ — $ (2,426 ) $ — $ 1,914,706 Net premiums (1) 16,077 — — (2,006 ) 14,071 Deferred costs (10,552 ) — — 601 (9,951 ) Mortgages notes payable, net 1,922,657 — (2,426 ) (1,405 ) 1,918,826 Corporate bonds: Outstanding balance 3,400,000 — (750,000 ) — 2,650,000 Discount (2) (4,115 ) — — 194 (3,921 ) Deferred costs (27,276 ) — — 1,153 (26,123 ) Corporate bonds, net 3,368,609 — (750,000 ) 1,347 2,619,956 Convertible debt: Outstanding balance 402,500 — — — 402,500 Discount (2) (3,909 ) — — 485 (3,424 ) Deferred costs (3,708 ) — — 455 (3,253 ) Convertible debt, net 394,883 — — 940 395,823 Credit facility: Outstanding balance 403,000 899,000 (207,000 ) — 1,095,000 Deferred costs (3) (1,227 ) (4,268 ) — 220 (5,275 ) Credit facility, net 401,773 894,732 (207,000 ) 220 1,089,725 Total debt $ 6,087,922 $ 894,732 $ (959,426 ) $ 1,102 $ 6,024,330 ____________________________________ (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) |
Mortgages [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of March 31, 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 (4) 458 $ 3,755,089 $ 1,900,757 4.92 % 3.2 Variable-rate debt 1 33,734 13,949 5.74 % (5) 0.4 Total 459 $ 3,788,823 $ 1,914,706 4.93 % 3.2 ____________________________________ (1) Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities. (2) Weighted average interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Includes $50.5 million of variable-rate debt fixed by way of interest rate swap arrangements. (5) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of March 31, 2019 . |
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to March 31, 2019 (in thousands): Total April 1, 2019 - December 31, 2019 $ 164,849 2020 265,189 2021 352,768 2022 314,898 2023 144,843 Thereafter 672,159 Total $ 1,914,706 |
Corporate Bonds [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Corporate Bonds As of March 31, 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 March 31, 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) | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental cash flow information was as follows for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Supplemental disclosures: Cash paid for interest $ 67,588 $ 72,298 Cash paid for income taxes $ 384 $ 843 Non-cash investing and financing activities: Unsettled share issuances $ 6,650 $ — Accrued capital expenditures, tenant improvements and real estate developments $ 10,903 $ 1,716 Distributions declared and unpaid $ 139,764 $ 139,405 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Accrued interest $ 45,620 $ 43,916 Accrued legal fees 29,676 32,715 Accrued real estate taxes 26,332 25,208 Accounts payable 1,481 2,673 Accrued other 38,017 41,099 Total $ 141,126 $ 145,611 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2019 2018 Fixed: Cash rent $ 282,575 $ 280,888 Straight-line rent 7,412 10,965 Lease intangible amortization (731 ) (1,487 ) Sub-lease (1) 5,489 3,929 Total fixed $ 294,745 $ 294,295 Variable (2) 21,881 20,514 Income from direct financing leases 217 265 Total rental revenue $ 316,843 $ 315,074 ____________________________________ (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) |
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 Future Minimum (1) April 1, 2019 - December 31, 2019 $ 826,040 $ 1,821 2020 1,090,167 2,135 2021 1,053,841 2,014 2022 984,204 1,925 2023 902,076 1,541 Thereafter 5,415,482 707 Total $ 10,271,810 $ 10,143 ____________________________________ (1) Related to 24 pro |
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 Future Minimum (1) April 1, 2019 - December 31, 2019 $ 826,040 $ 1,821 2020 1,090,167 2,135 2021 1,053,841 2,014 2022 984,204 1,925 2023 902,076 1,541 Thereafter 5,415,482 707 Total $ 10,271,810 $ 10,143 ____________________________________ (1) Related to 24 pro |
Lease Cost | The following table presents the lease expense components for the three months ended March 31, 2019 (in thousands): Three Months Ended March 31, 2019 Operating lease cost (1) $ 6,978 Sublease income (2) $ (5,489 ) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) |
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 March 31, 2019 (in thousands). Future Minimum Lease Payments March 31, 2019 April 1, 2019 - December 31, 2019 $ 16,572 2020 22,963 2021 22,534 2022 22,367 2023 21,106 Thereafter 244,171 Total 349,713 Less: imputed interest 121,593 Total $ 228,120 |
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 December 31, 2018 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) | 3 Months Ended |
Mar. 31, 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 three months ended March 31, 2018 (in thousands): Three Months Ended March 31, 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 (654 ) General and administrative 4,450 Total operating expenses 4,398 Operating income (loss) 3,415 Loss on disposition and assets held for sale (2,009 ) Income before taxes 1,406 Benefit from income taxes 2,095 Income from discontinued operations, net of income taxes $ 3,501 The following is a summary of cash flows related to discontinued operations for the three months ended March 31, 2018 (in thousands): Three Months Ended March 31, 2018 Cash flows related to discontinued operations: Net cash used in operating activities $ (10,662 ) Cash flows from investing activities $ 123,925 |
Net Income (Loss) Per Share_U_2
Net Income (Loss) Per Share/Unit (Tables) | 3 Months Ended |
Mar. 31, 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 income per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the three months ended March 31, 2019 and 2018 (dollar amounts in thousands): Three Months Ended March 31, 2019 2018 Income from continuing operations $ 70,971 $ 29,036 Noncontrolling interests’ share in continuing operations 28 40 Net income from continuing operations attributable to the Operating Partnership $ 70,999 $ 29,076 Dividends to preferred units (17,973 ) (17,973 ) Net income from continuing operations available to the Operating Partnership 53,026 11,103 Earnings allocated to participating units — (11 ) Income from discontinued operations, net of income taxes — 3,501 Net income available to common unitholders used in basic and diluted net income per unit $ 53,026 $ 14,593 Weighted average number of common units outstanding - basic 992,176,204 996,411,540 Effect of dilutive securities 1,122,110 295,797 Weighted average number of common units - diluted 993,298,314 996,707,337 Basic and diluted net income per unit from continuing operations attributable to common unitholders $ 0.05 $ 0.01 Basic and diluted net income per unit from discontinued operations attributable to common unitholders $ — $ 0.00 Basic and diluted net income per unit attributable to common unitholders $ 0.05 $ 0.01 three months ended March 31, 2019 and 2018 (dollar amounts in thousands): Three Months Ended March 31, 2019 2018 Income from continuing operations $ 70,971 $ 29,036 Noncontrolling interests’ share in continuing operations (1,667 ) (658 ) Net income from continuing operations attributable to the General Partner 69,304 28,378 Dividends to preferred shares and units (17,973 ) (17,973 ) Net income from continuing operations available to the General Partner 51,331 10,405 Earnings allocated to participating securities — (11 ) Income from discontinued operations, net of income taxes — 3,501 Income from discontinued operations attributable to limited partners — (84 ) Net income available to common stockholders used in basic net income per share 51,331 13,811 Income attributable to limited partners 1,695 782 Net income available to common stockholders used in basic and diluted net income per share $ 53,026 $ 14,593 Weighted average number of Common Stock outstanding - basic 968,460,296 972,663,193 Effect of Limited Partner OP Units and dilutive securities 24,838,018 24,044,144 Weighted average number of common shares - diluted 993,298,314 996,707,337 Basic and diluted net income per share from continuing operations attributable to common stockholders $ 0.05 $ 0.01 Basic and diluted net income per share from discontinued operations attributable to common stockholders $ — $ 0.00 Basic and diluted net income per share attributable to common stockholders $ 0.05 $ 0.01 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following were excluded from diluted net income per unit attributable to common unitholders, as the effect would have been antidilutive: Three Months Ended March 31, 2019 2018 Weighted average unvested Restricted Shares — 66,106 Three Months Ended March 31, 2019 2018 Weighted average unvested Restricted Shares — 66,106 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Schedule of Record and Payments Dates for Preferred Stock Dividends | On May 6, 2019 , the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for July 2019 through September 2019 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 June 15, 2019 - July 14, 2019 July 1, 2019 July 15, 2019 July 15, 2019 - August 14, 2019 August 1, 2019 August 15, 2019 August 15, 2019 - September 14, 2019 September 1, 2019 September 16, 2019 |
Organization (Details)
Organization (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 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 | 97.60% | |
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 | |
Limited Liability Company [Member] | Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Real Estate Properties [Line Items] | ||
Common equity interests owned by certain unaffiliated investors | 2.40% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Principles of Consolidation and Basis of Presentation (Details) - shares | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | |||
Principles of Consolidation and Basis of Presentation | |||
Limited Partner OP Units outstanding (shares) | 23,715,908 | 23,715,908 | 23,700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Litigation, Merger and Other Non-routine Costs, Net of Insurance Recoveries (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Insurance recoveries, net of litigation and non-routine costs: | ||
Audit Committee Investigation and related matters | $ 14,691 | $ 21,728 |
Legal fees and expenses | 2 | 12 |
Litigation settlements | 12,235 | 0 |
Total costs | 26,928 | 21,740 |
Insurance recoveries | (48,420) | 0 |
Total | $ (21,492) | $ 21,740 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Equity-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 23,300 | |
Weighted-average remaining term (years) | 2 years 3 months 18 days | |
Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance (shares) | 82,900,000 | |
Common Stock [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cumulative Restricted share awards (shares) | 4,000,000 | |
Cumulative Restricted share awards forfeited (shares) | (3,700,000) | |
Cumulative Restricted Stock Units (shares) | 6,600,000 | |
Cumulative Restricted Stock Units forfeited (shares) | (1,800,000) | |
Cumulative Deferred Stock Units (shares) | 500,000 | |
Cumulative Stock Options (shares) | 5,500,000 | |
Cumulative stock options forfeited (shares) | 100,000 | |
Shares issued in period (shares) | 16,600,000 | |
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 | |
General and Administrative Expense [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 2,872 | $ 2,932 |
General and Administrative Expense [Member] | Restricted Stock [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | 77 | 160 |
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 | 1,249 | 1,426 |
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 | 1,229 | 1,211 |
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 | 72 | 59 |
General and Administrative Expense [Member] | Employee Stock Option [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 245 | $ 76 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Restructuring (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 9,076,000 | $ 0 | $ 0 |
Restructuring cost expected to be incurred | 1,800,000 | ||
Office lease terminations and modifications [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 8,300,000 | ||
Transition services including severance costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,100,000 | ||
Operating lease adjustment [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 300,000 |
Real Estate Investments and R_3
Real Estate Investments and Related Intangibles - Property Acquisitions (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)property | Mar. 31, 2018USD ($)property | |
Acquisition, 2019 [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 8 | |
Total purchase price of assets acquired | $ 81,084 | |
Capitalized acquisition costs | 300 | |
Acquisitions 2018 [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 12 | |
Total purchase price of assets acquired | $ 139,882 | |
Capitalized acquisition costs | $ 700 | |
Build-to-suit Development Project [Member] | Acquisition, 2019 [Member] | ||
Business Acquisition [Line Items] | ||
Development in process | 8,000 | |
Capitalized acquisition costs | $ 500 | |
Number of real estate properties acquired | property | 1 | |
Remaining investment | $ 20,300 | |
Development in progress expected period of completion | 12 months |
Real Estate Investments and R_4
Real Estate Investments and Related Intangibles - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Acquired intangible assets: | ||
Below market lease, weighted average useful life | 18 years 10 months 24 days | |
Acquisition, 2019 [Member] | ||
Real estate investments, at cost: | ||
Land | $ 17,716 | |
Buildings, fixtures and improvements | 53,923 | |
Total tangible assets | 71,639 | |
Acquired intangible assets: | ||
Total purchase price of assets acquired | 81,084 | |
Acquisition, 2019 [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 9,445 | |
Weighted-Average Useful Life | 12 years 6 months | |
Acquisition, 2019 [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 0 | |
Acquisitions 2018 [Member] | ||
Real estate investments, at cost: | ||
Land | $ 27,049 | |
Buildings, fixtures and improvements | 96,044 | |
Total tangible assets | 123,093 | |
Acquired intangible assets: | ||
Total purchase price of assets acquired | 139,882 | |
Acquisitions 2018 [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 14,037 | |
Weighted-Average Useful Life | 14 years 10 months 24 days | |
Acquisitions 2018 [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 2,752 | |
Weighted-Average Useful Life | 10 years 9 months 18 days |
Real Estate Investments and R_5
Real Estate Investments and Related Intangibles - Property Dispositions and Real Estate Assets Held for Sale Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)property | Mar. 31, 2018USD ($)property | Dec. 31, 2018property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds after debt assumptions and closing costs | $ 60,496 | $ 122,526 | |
Gain on disposition of real estate and real estate assets held for sale, net | 10,831 | 17,335 | |
Proceeds from disposition of discontinued operations | $ 0 | 123,925 | |
Number of properties classified held for sale | property | 12 | 5 | |
Carrying value of properties classified as held for sale | $ 36,000 | ||
Gain (loss) related to held for sale | $ (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 | 22 | ||
Aggregate proceeds | $ 66,000 | ||
Company's share of proceeds | 62,100 | ||
Proceeds after debt assumptions and closing costs | 60,500 | ||
Gain on disposition of real estate and real estate assets held for sale, net | $ 10,800 | ||
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 | 40 | ||
Aggregate proceeds | $ 120,800 | ||
Company's share of proceeds | 119,200 | ||
Proceeds after debt assumptions and closing costs | 116,900 | ||
Gain on disposition of real estate and real estate assets held for sale, net | $ 18,200 | ||
Red Lobster [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 6 | 3 | |
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 | ||
Maximum [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain (loss) related to held for sale | $ (100) |
Real Estate Investments and R_6
Real Estate Investments and Related Intangibles - Intangible Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 731 | $ 1,487 | |
Intangible lease assets: | |||
Intangible lease assets, net | 1,158,938 | $ 1,198,506 | |
Intangible lease liabilities: | |||
Accumulated amortization | $ 93,268 | 89,905 | |
Weighted-Average Useful Life | 18 years 10 months 24 days | ||
Intangible lease liabilities, net | $ 166,708 | 173,479 | |
In-place leases and other intangible assets [Member] | |||
Intangible lease assets: | |||
Weighted-Average Useful Life | 15 years 6 months | ||
Intangible lease assets, net | $ 948,973 | 980,971 | |
Accumulated amortization | $ 730,221 | 703,909 | |
Leasing Commissions [Member] | |||
Intangible lease assets: | |||
Weighted-Average Useful Life | 10 years 4 months 24 days | ||
Intangible lease assets, net | $ 16,318 | 15,660 | |
Accumulated amortization | $ 4,566 | 4,048 | |
Above-Market Lease assets and deferred lease incentives [Member] | |||
Intangible lease assets: | |||
Weighted-Average Useful Life | 16 years 4 months 24 days | ||
Intangible lease assets, net | $ 193,647 | 201,875 | |
Accumulated amortization | 110,100 | $ 105,936 | |
Above‑ And Below-Market Leases and Deferred Lease Incentives [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 700 | 1,500 | |
In-Place Leases, Leasing Commissions and Other Lease Intangibles [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 33,800 | $ 34,600 |
Real Estate Investments and R_7
Real Estate Investments and Related Intangibles - Projected Amortization Expense and Adjustments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Below-market lease liabilities: | |
Remainder of 2019 | $ 14,559 |
2020 | 16,674 |
2021 | 15,532 |
2022 | 14,690 |
2023 | 13,806 |
In-place leases and other intangible assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2019 | 94,897 |
2020 | 119,518 |
2021 | 111,755 |
2022 | 97,582 |
2023 | 86,748 |
Leasing Commissions [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2019 | 1,607 |
2020 | 2,018 |
2021 | 1,857 |
2022 | 1,780 |
2023 | 1,584 |
Above-Market Lease assets and deferred lease incentives [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2019 | 15,595 |
2020 | 20,359 |
2021 | 19,929 |
2022 | 19,116 |
2023 | $ 18,168 |
Real Estate Investments and R_8
Real Estate Investments and Related Intangibles - Consolidated Joint Ventures Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019USD ($)propertyjoint_venture | Dec. 31, 2018USD ($)propertyjoint_venture | |
Schedule of Equity Method Investments [Line Items] | ||
Number of properties owned | property | 3,980 | |
Total assets | $ 14,053,624 | $ 13,963,493 |
Real estate investments, net | $ 12,026,234 | 12,168,067 |
Mortgages [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of properties owned | property | 459 | |
Aggregate balance outstanding | $ 1,914,706 | $ 1,917,132 |
Joint ventures [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of joint ventures | joint_venture | 1 | 1 |
Total assets | $ 32,900 | $ 32,500 |
Real estate investments, net | $ 29,900 | $ 29,900 |
Joint ventures [Member] | Consolidated Properties [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of properties owned | property | 1 | 1 |
Joint ventures [Member] | Consolidated Properties [Member] | Mortgages [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Aggregate balance outstanding | $ 13,900 | $ 14,000 |
Real Estate Investments and R_9
Real Estate Investments and Related Intangibles - Unconsolidated Joint Ventures Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)property | Mar. 31, 2018USD ($)property | Dec. 31, 2018USD ($)property | |
Schedule of Equity Method Investments [Line Items] | |||
Number of properties owned | property | 3,980 | ||
Investment in unconsolidated entities | $ 35,790 | $ 35,289 | |
% of Outstanding Shares Owned | 90.00% | 90.00% | |
Net (loss) income | $ 500 | $ 364 | |
Underlying equity in net assets | 3,400 | $ 4,700 | |
Unconsolidated Joint Venture [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in unconsolidated entities | 35,800 | $ 35,300 | |
Net (loss) income | $ 500 | $ 400 | |
Unconsolidated Properties [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of properties owned | property | 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 | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Straight-line rent receivable, net | $ 265,464,000 | $ 259,106,000 | |
Accounts receivable, net | 44,244,000 | 36,939,000 | |
Deferred costs, net | 12,473,000 | 17,515,000 | |
Investment in direct financing leases, net | 10,735,000 | 13,254,000 | |
Prepaid expenses | 8,418,000 | 5,022,000 | |
Leasehold improvements, property and equipment, net | 5,133,000 | 9,754,000 | |
Other assets, net | 7,622,000 | 16,658,000 | |
Total | 361,641,000 | 366,092,000 | |
Property and equipment disposed of | 4,100,000 | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense | 300,000 | $ 300,000 | |
Write off of leasehold | 0 | 0 | |
Accumulated amortization | 2,700,000 | 5,900,000 | |
Property and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated amortization | 4,600,000 | 7,000,000 | |
Depreciation expense | 400,000 | 500,000 | |
Line of Credit [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense | 1,100,000 | 2,600,000 | |
Accumulated amortization for deferred costs | 48,700,000 | 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 | ||
Cole Real Estate Investments, Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Other Investments | 7,552,000 | $ 7,844,000 | |
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Write off of depreciation | $ 100,000 | $ 0 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of assets measured at fair value on a recurring basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Derivative assets | $ 360 | $ 544 |
Investment in Cole REITs | 7,552 | 7,844 |
Total assets | 7,912 | 8,388 |
Derivative liabilities | (11,286) | |
Level 1 [Member] | ||
Assets: | ||
Derivative assets | 0 | 0 |
Investment in Cole REITs | 0 | 0 |
Total assets | 0 | 0 |
Derivative liabilities | 0 | |
Level 2 [Member] | ||
Assets: | ||
Derivative assets | 360 | 544 |
Investment in Cole REITs | 0 | 0 |
Total assets | 360 | 544 |
Derivative liabilities | (11,286) | |
Level 3 [Member] | ||
Assets: | ||
Derivative assets | 0 | 0 |
Investment in Cole REITs | 7,552 | 7,844 |
Total assets | 7,552 | $ 7,844 |
Derivative liabilities | $ 0 |
Fair Value Measures - Investmen
Fair Value Measures - Investment in Cole REITs (Details) | 3 Months Ended |
Mar. 31, 2019 | |
CCIT II [Member] | Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of years to commence liquidity event | 2 years |
CCIT II [Member] | Maximum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of years to commence liquidity event | 4 years |
CCPT V [Member] | Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of years to commence liquidity event | 2 years |
CCPT V [Member] | Maximum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of years to commence liquidity event | 5 years |
CCIT III [Member] | Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of years to commence liquidity event | 5 years |
CCIT III [Member] | Maximum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of years to commence liquidity event | 7 years |
Fair Value Measures - Reconcili
Fair Value Measures - Reconciliations of the changes in assets and liabilities with Level 3 inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Commercial Mortgage Backed Securities [Member] | ||
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 | (837) | |
Realized loss included in other income, net | (34) | |
Unrealized gain included in other income, net | 0 | |
Purchases, issuance, settlements | ||
Return of principal received | (4,402) | |
Amortization included in net income, net | 40 | |
Sale of investments | 0 | |
Ending balance | 35,741 | |
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) | |
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 Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)property | Mar. 31, 2018USD ($)property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired | property | 24 | 12 |
Impairment charges | $ 11,988 | $ 6,036 |
Reported Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of real estate assets deemed to be impaired | 61,400 | 14,200 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of real estate assets deemed to be impaired | $ 49,400 | $ 8,200 |
Measurement Input, Discount Rate [Member] | Minimum [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 | 0.075 |
Fair Value Measures - Impairmen
Fair Value Measures - Impairment Charges by Asset Class (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)property | Mar. 31, 2018USD ($)property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired | property | 24 | 12 |
Below-market lease liabilities, net | $ 0 | $ (7) |
Total impairment loss | 11,988 | 6,036 |
Real Estate Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total impairment loss | $ 11,988 | $ 6,043 |
Fair Value Measures - Fair valu
Fair Value Measures - Fair value, by balance sheet grouping (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 6,068,932 | $ 6,130,685 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 6,138,509 | 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 | 1,928,777 | 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 | 1,932,747 | 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 | 2,646,079 | 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 | 2,708,761 | 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 | 399,076 | 398,591 |
Level 2 [Member] | Convertible Debt, Net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 402,017 | 396,905 |
Level 2 [Member] | Credit Facility [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 1,095,000 | 403,000 |
Level 2 [Member] | Credit Facility [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 1,094,984 | $ 403,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Outstanding balance | $ 6,024,330 | $ 6,087,922 |
Weighted-average years to maturity | 4 years 6 months | |
Weighted-average interest rate | 4.40% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Debt [Roll Forward] | |
Total debt, Beginning balance | $ 6,087,922 |
Debt Issuances, Net | 894,732 |
Repayments, Extinguishment and Assumptions, Net | (959,426) |
Accretion and Amortization | 1,102 |
Total debt, Ending balance | 6,024,330 |
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 | (2,426) |
Repayments, Extinguishment and Assumptions, Net | (2,426) |
Accretion and Amortization, (Premiums) Discount | (2,006) |
Accretion and Amortization, Deferred costs | 601 |
Accretion and Amortization | (1,405) |
Outstanding balance, Ending balance | 1,914,706 |
Net premiums (discount), Ending balance | 14,071 |
Deferred costs, Ending balance | (9,951) |
Total debt, Ending balance | 1,918,826 |
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, (Premiums) Discount | 194 |
Accretion and Amortization, Deferred costs | 1,153 |
Accretion and Amortization | 1,347 |
Outstanding balance, Ending balance | 2,650,000 |
Net premiums (discount), Ending balance | (3,921) |
Deferred costs, Ending balance | (26,123) |
Total debt, Ending balance | 2,619,956 |
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, (Premiums) Discount | 485 |
Accretion and Amortization, Deferred costs | 455 |
Accretion and Amortization | 940 |
Outstanding balance, Ending balance | 402,500 |
Net premiums (discount), Ending balance | (3,424) |
Deferred costs, Ending balance | (3,253) |
Total debt, Ending balance | 395,823 |
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 | 899,000 |
Debt Issuances, Deferred costs | (4,268) |
Debt Issuances, Net | 894,732 |
Repayments, Extinguishment and Assumptions | (207,000) |
Repayments, Extinguishment and Assumptions, Net | (207,000) |
Accretion and Amortization, Deferred costs | 220 |
Accretion and Amortization | 220 |
Outstanding balance, Ending balance | 1,095,000 |
Deferred costs, Ending balance | (5,275) |
Total debt, Ending balance | $ 1,089,725 |
Debt - Mortgage Notes Payable (
Debt - Mortgage Notes Payable (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)property | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3,980 | |
Weighted-Average Interest Rate | 4.40% | |
Weighted-Average Years to Maturity | 4 years 6 months | |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 459 | |
Gross Carrying Value of Collateralized Properties | $ 3,788,823 | |
Outstanding Balance | $ 1,914,706 | $ 1,917,132 |
Weighted-Average Interest Rate | 4.93% | |
Mortgages [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 3 years 2 months 12 days | |
Mortgages [Member] | Fixed-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 458 | |
Gross Carrying Value of Collateralized Properties | $ 3,755,089 | |
Outstanding Balance | $ 1,900,757 | |
Weighted-Average Interest Rate | 4.92% | |
Mortgages [Member] | Fixed-rate debt [Member] | Interest Rate Swap [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 50,500 | |
Mortgages [Member] | Fixed-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 3 years 2 months 12 days | |
Mortgages [Member] | Variable-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Gross Carrying Value of Collateralized Properties | $ 33,734 | |
Outstanding Balance | $ 13,949 | |
Weighted-Average Interest Rate | 5.74% | |
Mortgages [Member] | Variable-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 4 months 24 days |
Debt - Aggregate Principal Repa
Debt - Aggregate Principal Repayments on Mortgage Notes (Details) - Mortgages [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
April 1, 2019 - December 31, 2019 | $ 164,849 | |
2020 | 265,189 | |
2021 | 352,768 | |
2022 | 314,898 | |
2023 | 144,843 | |
Thereafter | 672,159 | |
Total | $ 1,914,706 | $ 1,917,132 |
Debt - Corporate Bonds (Details
Debt - Corporate Bonds (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 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] | 3 Months Ended | |
Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 402,500,000 | $ 402,500,000 |
Unamortized discount | 3,424,000 | $ 3,909,000 |
2020 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 402,500,000 | |
Interest Rate | 3.75% | |
Carrying value conversion options in additional paid-in capital | $ 12,800,000 | |
Unamortized discount | $ 3,400,000 | |
Remaining amortization period | 1 year 8 months 12 days | |
Conversion Rate | 0.0667249 | |
Amount of General Partner OP Units per principal amount | $ 1,000 |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2019 | Jan. 24, 2019 | Dec. 31, 2018 | May 23, 2018 | Mar. 31, 2018 | |
Line of Credit Facility [Line Items] | |||||
Outstanding balance | $ 6,024,330,000 | $ 6,087,922,000 | |||
Deferred costs, net | 12,473,000 | 17,515,000 | |||
Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding balance | $ 1,089,725,000 | $ 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 | $ 195,000,000 | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.775% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.55% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.00% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.55% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | One Month LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 900,000,000 | ||||
Outstanding balance | $ 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 | $ 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% |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities - Cash Flow Hedges of Interest Rate Risk (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 24, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | ||||
Gain (loss) to be reclassified in next twelve months | $ 1.3 | |||
Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Notional amount | $ 900 | |||
Derivative | $ 0 | |||
Line of Credit [Member] | Loans Payable [Member] | VEREIT Operating Partnership, L.P. [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Interest rate | 3.84% | |||
Deferred Rent, Derivative Liabilities and Other Liabilities [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities | (11.3) | |||
LIBOR [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Basis spread on variable rate | 1.35% | |||
Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Amount of (loss) gain recognized in income on cash flow hedges | (11.3) | |||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ 0.1 | $ 0.1 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Derivatives Not Designated as Hedging Instruments (Details) - Interest Rate Swap [Member] $ in Millions | 3 Months Ended | |||
Mar. 31, 2019USD ($)derivative | Mar. 31, 2018USD ($) | Jan. 24, 2019USD ($) | Dec. 31, 2018USD ($)derivative | |
Derivative [Line Items] | ||||
Notional Amount | $ 900 | |||
Not Designated as Hedging Instrument [Member] | ||||
Derivative [Line Items] | ||||
Number of Instruments | derivative | 1 | 1 | ||
Notional Amount | $ 50.5 | $ 50.7 | ||
Amount of (loss) gain recognized in income on cash flow hedges | $ 0.3 | |||
Maximum [Member] | Not Designated as Hedging Instrument [Member] | ||||
Derivative [Line Items] | ||||
Amount of (loss) gain recognized in income on cash flow hedges | 0.1 | |||
Rent and Tenant Receivables and Other Assets, Net [Member] | Not Designated as Hedging Instrument [Member] | ||||
Derivative [Line Items] | ||||
Derivative assets | $ 0.4 | $ 0.5 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Supplemental disclosures: | ||
Cash paid for interest | $ 67,588 | $ 72,298 |
Cash paid for income taxes | 384 | 843 |
Non-cash investing and financing activities: | ||
Unsettled share issuances | 6,650 | 0 |
Accrued capital expenditures, tenant improvements and real estate developments | 10,903 | 1,716 |
Distributions declared and unpaid | $ 139,764 | $ 139,405 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 45,620 | $ 43,916 |
Accrued legal fees | 29,676 | 32,715 |
Accrued real estate taxes | 26,332 | 25,208 |
Accounts payable | 1,481 | 2,673 |
Accrued other | 38,017 | 41,099 |
Total | $ 141,126 | $ 145,611 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation Narrative (Details) $ in Thousands | Feb. 05, 2019USD ($) | Jun. 07, 2018USD ($) | Sep. 08, 2016plaintiff | Oct. 26, 2018USD ($)lawsuit | Dec. 31, 2013USD ($) | Mar. 31, 2019USD ($)lawsuit | Jan. 20, 2015lawsuit |
Loss Contingencies [Line Items] | |||||||
Litigation settlement payment | $ 245,400 | ||||||
Holdings as a percent of total pending shareholder actions | 35.30% | ||||||
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 | 13 | ||||||
Number of settled litigations | lawsuit | 12 | ||||||
Twelve Opt-Out Actions [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Litigation settlement payment | $ 127,500 | ||||||
Holdings as a percent of total pending shareholder actions | 18.00% | ||||||
Vanguard Action [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Litigation settlement payment | $ 90,000 | ||||||
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 | ||||||
Putative Class Action [Member] | Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Stipulation of settlement, maximum attorney fees | $ 625 | ||||||
Audit Committee Investigation [Member] | SDNY Actions [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of individuals in civil complaint | plaintiff | 2 | ||||||
Insurance Recoveries, Net of Litigation and Non-Routine Costs [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Litigation settlement payment | $ 12,200 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Commitments Narrative (Details) - Purchase Commitment [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)propertyagreement | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Number of purchase and sale agreements | agreement | 3 |
Percentage of voting interests acquired | 100.00% |
Number of properties acquired | property | 7 |
Aggregate purchase price | $ 80.6 |
Escrow deposits | $ 0.8 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)property | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Lessor, Lease, Description [Line Items] | |||
Number of properties owned | property | 3,980 | ||
Weighted average remaining lease term | 16 years 9 months 18 days | ||
Weighted average discount rate | 4.92% | ||
Operating lease right-of-use asset, initial measurement | $ 233,300 | ||
Operating lease liability, initial measurement | 236,300 | ||
Operating lease right-of-use assets | $ 224,859 | 0 | |
Operating lease liabilities | $ 228,120 | $ 0 | |
Minimum [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Lease terms | 7 days | ||
Remaining lease terms | 2 months 12 days | ||
Maximum [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Lease terms | 25 years 10 months 24 days | ||
Remaining lease terms | 80 years 4 months 24 days | ||
Accounting Standards Update 2016-02 [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 3,400 | ||
Operating lease liabilities | $ 3,600 |
Leases - Rental Revenue (Detail
Leases - Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Leases [Abstract] | ||
Cash rent | $ 282,575 | $ 280,888 |
Straight-line rent | 7,412 | 10,965 |
Lease intangible amortization | (731) | (1,487) |
Sub-lease | 5,489 | 3,929 |
Total fixed | 294,745 | 294,295 |
Variable | 21,881 | 20,514 |
Income from direct financing leases | 217 | 265 |
Total rental revenue | $ 316,843 | $ 315,074 |
Leases - Maturities of Lease Pa
Leases - Maturities of Lease Payments Receivable (Details) $ in Thousands | Mar. 31, 2019USD ($)property |
Future Minimum Operating Lease Payments | |
April 1, 2019 - December 31, 2019 | $ 826,040 |
2020 | 1,090,167 |
2021 | 1,053,841 |
2022 | 984,204 |
2023 | 902,076 |
Thereafter | 5,415,482 |
Total | 10,271,810 |
Future Minimum Direct Financing Lease Payments | |
April 1, 2019 - December 31, 2019 | 1,821 |
2020 | 2,135 |
2021 | 2,014 |
2022 | 1,925 |
2023 | 1,541 |
Thereafter | 707 |
Total | $ 10,143 |
Number of properties subject to direct financing leases | property | 24 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Leases [Abstract] | ||
Operating lease cost | $ 6,978,000 | |
Sublease income | (5,489,000) | $ (3,929,000) |
Capitalized operating lease liabilities | $ 0 |
Leases - Maturities of Lease _2
Leases - Maturities of Lease Payments Due (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
April 1, 2019 - December 31, 2019 | $ 16,572 | |
2020 | 22,963 | |
2021 | 22,534 | |
2022 | 22,367 | |
2023 | 21,106 | |
Thereafter | 244,171 | |
Total | 349,713 | |
Less: imputed interest | 121,593 | |
Total | $ 228,120 | $ 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 | Mar. 31, 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) | 971,576,377 | 967,515,165 |
Common stock, shares issued (shares) | 971,576,377 | 967,515,165 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 971,576,377 | 967,515,165 |
General partners', units issued (shares) | 971,576,377 | 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) | 971,600,000 | |
General partners', units issued (shares) | 971,600,000 |
Equity - Common Stock Continuou
Equity - Common Stock Continuous Offering Program (Details) - USD ($) $ / shares in Units, shares in Millions | May 06, 2019 | Mar. 31, 2019 | Apr. 15, 2019 | Sep. 19, 2016 |
Class of Stock [Line Items] | ||||
Issuance of Common Stock, net | $ 27,544,000 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Distribution agreement gross sales price (up to) | $ 750,000,000 | |||
Continuous Equity Offering Program [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Issuance of Common Stock, net (shares) | 3.3 | |||
Issuance of Common Stock, net | $ 28,000,000 | |||
Proceeds from issuance of common stock | $ 27,500,000 | |||
Weighted Average [Member] | Continuous Equity Offering Program [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Share price (in dollars per share) | $ 8.46 | |||
Share price net of offering costs (in dollars per share) | $ 8.33 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Distribution agreement gross sales price (up to) | $ 750,000,000 | |||
Subsequent Event [Member] | Continuous Equity Offering Program [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Issuance of Common Stock, net (shares) | 5 | |||
Issuance of Common Stock, net | $ 42,500,000 | |||
Proceeds from issuance of common stock | $ 41,800,000 | |||
Subsequent Event [Member] | Weighted Average [Member] | Continuous Equity Offering Program [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Share price (in dollars per share) | $ 8.42 | |||
Share price net of offering costs (in dollars per share) | $ 8.30 |
Equity - Series F Preferred Sto
Equity - Series F Preferred Stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
Preferred stock, shares issued (shares) | 42,871,246 | 42,834,138 |
Preferred stock, shares outstanding (shares) | 42,871,246 | 42,834,138 |
Series F Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued (shares) | 42,900,000 | |
Preferred stock, dividend rate (percent) | 6.70% | |
Preferred stock, liquidation preference per share (in dollars per share) | $ 25 | |
Dividend rate (in dollars per share) | $ 1.675 | |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
Class of Stock [Line Items] | ||
General partners', units issued (shares) | 42,871,246 | 42,834,138 |
General partners', units outstanding (shares) | 42,871,246 | 42,834,138 |
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) - VEREIT Operating Partnership, L.P. [Member] - Common Stock [Member] - shares | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Class of Stock [Line Items] | |||
Limited partners', units outstanding (shares) | 23,715,908 | 23,715,908 | 23,700,000 |
Limited Partner [Member] | |||
Class of Stock [Line Items] | |||
Limited partners', units outstanding (shares) | 23,700,000 | 23,750,000 | |
Number of units requested for redemption (shares) | 13,100,000 |
Equity - Common Stock Dividends
Equity - Common Stock Dividends (Details) - $ / shares | Feb. 20, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Equity [Abstract] | |||
Quarterly dividend of common stock declared (in dollars per share) | $ 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 | 11 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | May 06, 2019 | May 03, 2018 | |
Common Stock [Member] | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Repurchase of common stock | 199,083 | 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 | ||||
Shares available for repurchase | $ 194,400,000 | $ 194,400,000 | |||
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 | ||||
Subsequent Event [Member] | 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 |
Equity - Common Stock Repurchas
Equity - Common Stock Repurchases (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2019shares | |
General Partner [Member] | |
Class of Stock [Line Items] | |
Common stock repurchases (shares) | 0.2 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Cole Capital [Member] - Held-for-sale or Disposed of by Sale [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 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 | |
Mar. 31, 2019 | Mar. 31, 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 | $ 3,501 |
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 (loss) | 3,415 | |
Loss on disposition and assets held for sale | (2,009) | |
Income before taxes | 1,406 | |
Benefit from income taxes | 2,095 | |
Income from discontinued operations, net of income taxes | $ 3,501 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flows (Details) - Cole Capital [Member] - Held-for-sale or Disposed of by Sale [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net cash used in operating activities | $ (10,662) |
Cash flows from investing activities | $ 123,925 |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Management fees and reimbursements | $ 0 | $ 7,900,000 | |
Equity in income and gain on disposition of unconsolidated entities | 500,000 | 1,065,000 | |
Cole Real Estate Investments, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Equity in income and gain on disposition of unconsolidated entities | 600,000 | ||
Aggregate equity investments | 7,600,000 | $ 7,800,000 | |
Gain included in other income, net | (5,102,000) | ||
Unrealized loss included in other comprehensive income, net | $ 292,000 | $ 0 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Income from continuing operations | $ 70,971 | $ 29,036 |
Noncontrolling interests’ share in continuing operations | (1,667) | (658) |
Net income from continuing operations attributable to the General Partner/Operating Partnership | 69,304 | 28,378 |
Dividends to preferred shares and units | (17,973) | (17,973) |
Net income from continuing operations available to the General Partner/Operating Partnership | 51,331 | 10,405 |
Earnings allocated to participating units | 0 | (11) |
Income from discontinued operations, net of income taxes | 0 | 3,501 |
Income from discontinued operations attributable to limited partners | 0 | (84) |
Net income available to common stockholders used in basic net income per share | 51,331 | 13,811 |
Income attributable to limited partners | 1,695 | 782 |
Net income available to common stockholders used in basic and diluted net income per share | $ 53,026 | $ 14,593 |
Weighted average number of Common Stock outstanding - basic (shares) | 968,460,296 | 972,663,193 |
Effect of Limited Partner OP Units and dilutive securities (shares) | 24,838,018 | 24,044,144 |
Weighted average number of common shares - diluted (shares) | 993,298,314 | 996,707,337 |
Basic and diluted net income per share from continuing operations attributable to common stockholders (in dollars per share) | $ 0.05 | $ 0.01 |
Basic and diluted net income per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0 |
Basic and diluted net income per share attributable to common stockholders (in dollars per share) | $ 0.05 | $ 0.01 |
VEREIT Operating Partnership, L.P. [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Income from continuing operations | $ 70,971 | $ 29,036 |
Noncontrolling interests’ share in continuing operations | 28 | 40 |
Net income from continuing operations attributable to the General Partner/Operating Partnership | 70,999 | 29,076 |
Dividends to preferred shares and units | (17,973) | (17,973) |
Net income from continuing operations available to the General Partner/Operating Partnership | 53,026 | 11,103 |
Earnings allocated to participating units | 0 | (11) |
Income from discontinued operations, net of income taxes | 0 | 3,501 |
Net income available to common stockholders used in basic and diluted net income per share | $ 53,026 | $ 14,593 |
Weighted average number of Common Stock outstanding - basic (shares) | 992,176,204 | 996,411,540 |
Effect of Limited Partner OP Units and dilutive securities (shares) | 1,122,110 | 295,797 |
Weighted average number of common shares - diluted (shares) | 993,298,314 | 996,707,337 |
Basic and diluted net income per unit from continuing operations attributable to common unitholders (in dollars per share) | $ 0.05 | $ 0.01 |
Basic and diluted net income per unit from discontinued operations attributable to common unitholders (in dollars per share) | 0 | 0 |
Basic and diluted net income per unit attributable to common unitholders (in dollars per share) | $ 0.05 | $ 0.01 |
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) - Weighted average unvested Restricted Shares and Restricted Stock Units [Member] - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 66,106 |
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) | 0 | 66,106 |
Subsequent Events - Real Estate
Subsequent Events - Real Estate Investment Activity (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |
May 01, 2019USD ($)property | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)property | |
Subsequent Event [Line Items] | |||
Carrying value of properties classified as held for sale | $ 36 | ||
Estimated gain on sale of properties | $ (0.9) | ||
Property Disposition, 2019 [Member] | |||
Subsequent Event [Line Items] | |||
Number of properties held for sale now disposed | property | 9 | ||
Carrying value of properties classified as held for sale | $ 22.4 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of properties acquired | property | 3 | ||
Aggregate purchase price | $ 44.2 | ||
Subsequent Event [Member] | Property Disposition, 2019 [Member] | |||
Subsequent Event [Line Items] | |||
Number of real estate properties disposed | property | 14 | ||
Aggregate gross sales price | $ 175.8 | ||
Company's share of proceeds | 173 | ||
Estimated gain on sale of properties | $ 69.3 |
Subsequent Events - Common Stoc
Subsequent Events - Common Stock Dividend (Details) - $ / shares | May 06, 2019 | Feb. 20, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||||
Quarterly dividend of common stock declared (in dollars per share) | $ 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] | May 06, 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 |
Subsequent Events - Continuous
Subsequent Events - Continuous Equity Offering Program (Details) - USD ($) $ / shares in Units, shares in Millions | May 06, 2019 | Mar. 31, 2019 | Apr. 15, 2019 | Sep. 19, 2016 |
Subsequent Event [Line Items] | ||||
Issuance of Common Stock, net | $ 27,544,000 | |||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Distribution agreement gross sales price (up to) | $ 750,000,000 | |||
Common Stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Distribution agreement gross sales price (up to) | $ 750,000,000 | |||
Continuous Equity Offering Program [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance of Common Stock, net (shares) | 3.3 | |||
Issuance of Common Stock, net | $ 28,000,000 | |||
Proceeds from issuance of common stock | $ 27,500,000 | |||
Continuous Equity Offering Program [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance of Common Stock, net (shares) | 5 | |||
Issuance of Common Stock, net | $ 42,500,000 | |||
Proceeds from issuance of common stock | $ 41,800,000 | |||
Weighted Average [Member] | Continuous Equity Offering Program [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Share price (in dollars per share) | $ 8.46 | |||
Share price net of offering costs (in dollars per share) | $ 8.33 | |||
Weighted Average [Member] | Continuous Equity Offering Program [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Share price (in dollars per share) | $ 8.42 | |||
Share price net of offering costs (in dollars per share) | $ 8.30 |
Subsequent Events - Share Repur
Subsequent Events - Share Repurchase Program (Details) - The 2018 Share Repurchase Program [Member] - USD ($) | May 06, 2019 | May 03, 2018 |
Subsequent Event [Line Items] | ||
Value of stock authorized for repurchase under stock repurchase program (up to) | $ 200,000,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Value of stock authorized for repurchase under stock repurchase program (up to) | $ 200,000,000 |