Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover Page | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35263 | |
Entity Registrant Name | VEREIT, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 45-2482685 | |
Entity Address, Address Line One | 2325 E. Camelback Road, 9th Floor | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85016 | |
City Area Code | (800) | |
Local Phone Number | 606-3610 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,091,706,178 | |
Entity Central Index Key | 0001507385 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Stock [Member] | ||
Cover Page | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | VER | |
Security Exchange Name | NYSE | |
NEW YORK STOCK EXCHANGE, INC. [Member] | Series F Preferred Stock [Member] | ||
Cover Page | ||
Title of 12(b) Security | 6.70% Series F Cumulative Redeemable Preferred Stock | |
Trading Symbol | VER PRF | |
Security Exchange Name | NYSE | |
VEREIT Operating Partnership, L.P. [Member] | ||
Cover Page | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 333-197780 | |
Entity Registrant Name | VEREIT Operating Partnership, L.P. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-1255683 | |
Entity Address, Address Line One | 2325 E. Camelback Road, 9th Floor | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85016 | |
City Area Code | (800) | |
Local Phone Number | 606-3610 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001528059 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Real estate investments, at cost: | ||
Land | $ 2,691,122 | $ 2,738,679 |
Buildings, fixtures and improvements | 10,046,076 | 10,200,550 |
Intangible lease assets | 1,872,899 | 1,904,641 |
Total real estate investments, at cost | 14,610,097 | 14,843,870 |
Less: accumulated depreciation and amortization | 3,829,368 | 3,594,247 |
Total real estate investments, net | 10,780,729 | 11,249,623 |
Operating lease right-of-use assets | 205,346 | 215,227 |
Investment in unconsolidated entities | 100,339 | 68,825 |
Cash and cash equivalents | 207,321 | 12,921 |
Restricted cash | 14,955 | 20,959 |
Rent and tenant receivables and other assets, net | 391,239 | 348,395 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 1,896 | 26,957 |
Total assets | 13,039,598 | 13,280,680 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,330,174 | 1,528,134 |
Corporate bonds, net | 3,406,389 | 2,813,739 |
Convertible debt, net | 252,077 | 318,183 |
Credit facility, net | 896,630 | 1,045,669 |
Below-market lease liabilities, net | 124,009 | 143,583 |
Accounts payable and accrued expenses | 112,101 | 126,320 |
Derivative, deferred rent and other liabilities | 162,952 | 90,349 |
Distributions payable | 85,420 | 150,364 |
Operating lease liabilities | 214,102 | 221,061 |
Total liabilities | 6,583,854 | 6,437,402 |
Commitments and contingencies (Note 10) | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 18,871,246 and 30,871,246 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 189 | 309 |
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,091,242,138 and 1,076,845,984 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 10,913 | 10,768 |
Additional paid-in capital | 13,048,678 | 13,251,962 |
Accumulated other comprehensive loss | (97,008) | (27,670) |
Accumulated deficit | (6,514,171) | (6,399,626) |
Total stockholders’ equity | 6,448,601 | 6,835,743 |
Non-controlling interests | 7,143 | 7,535 |
Total equity | 6,455,744 | 6,843,278 |
Total liabilities and equity | 13,039,598 | 13,280,680 |
VEREIT Operating Partnership, L.P. [Member] | ||
Real estate investments, at cost: | ||
Land | 2,691,122 | 2,738,679 |
Buildings, fixtures and improvements | 10,046,076 | 10,200,550 |
Intangible lease assets | 1,872,899 | 1,904,641 |
Total real estate investments, at cost | 14,610,097 | 14,843,870 |
Less: accumulated depreciation and amortization | 3,829,368 | 3,594,247 |
Total real estate investments, net | 10,780,729 | 11,249,623 |
Operating lease right-of-use assets | 205,346 | 215,227 |
Investment in unconsolidated entities | 100,339 | 68,825 |
Cash and cash equivalents | 207,321 | 12,921 |
Restricted cash | 14,955 | 20,959 |
Rent and tenant receivables and other assets, net | 391,239 | 348,395 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 1,896 | 26,957 |
Total assets | 13,039,598 | 13,280,680 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,330,174 | 1,528,134 |
Corporate bonds, net | 3,406,389 | 2,813,739 |
Convertible debt, net | 252,077 | 318,183 |
Credit facility, net | 896,630 | 1,045,669 |
Below-market lease liabilities, net | 124,009 | 143,583 |
Accounts payable and accrued expenses | 112,101 | 126,320 |
Derivative, deferred rent and other liabilities | 162,952 | 90,349 |
Distributions payable | 85,420 | 150,364 |
Operating lease liabilities | 214,102 | 221,061 |
Total liabilities | 6,583,854 | 6,437,402 |
Commitments and contingencies (Note 10) | ||
Total partners’ equity | 6,454,540 | 6,842,045 |
Non-controlling interests | 1,204 | 1,233 |
Total equity | 6,455,744 | 6,843,278 |
Total liabilities and equity | 13,039,598 | 13,280,680 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 123,794 | 460,504 |
Limited Partners' capital account | 1,809 | 1,869 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 6,324,807 | 6,375,239 |
Limited Partners' capital account | $ 4,130 | $ 4,433 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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) | 18,871,246 | 30,871,246 |
Preferred stock, shares outstanding (shares) | 18,871,246 | 30,871,246 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (shares) | 1,091,242,138 | 1,076,845,984 |
Common stock, shares outstanding (shares) | 1,091,242,138 | 1,076,845,984 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
General partners', units issued (shares) | 18,871,246 | 18,871,246 |
General partners', units outstanding (shares) | 18,871,246 | 18,871,246 |
Limited partners', units issued (shares) | 49,766 | 49,766 |
Limited partners', units outstanding (shares) | 49,766 | 49,766 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
General partners', units issued (shares) | 1,091,242,138 | 1,076,845,984 |
General partners', units outstanding (shares) | 1,091,242,138 | 1,076,845,984 |
Limited partners', units issued (shares) | 760,169 | 786,719 |
Limited partners', units outstanding (shares) | 760,169 | 786,719 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Total revenues | $ 295,278,000 | $ 303,301,000 | $ 873,457,000 | $ 932,369,000 | |
Operating expenses: | |||||
Acquisition-related | 1,050,000 | 1,199,000 | 3,742,000 | 3,169,000 | |
Litigation and non-routine costs, net | 105,000 | 832,024,000 | (8,577,000) | 806,763,000 | |
Property operating | 31,400,000 | 30,822,000 | 90,988,000 | 95,703,000 | |
General and administrative | 14,774,000 | 14,483,000 | 45,950,000 | 45,745,000 | |
Depreciation and amortization | 109,191,000 | 115,111,000 | 343,870,000 | 369,688,000 | |
Impairments | 16,397,000 | 3,944,000 | 36,871,000 | 24,240,000 | |
Restructuring | 0 | 783,000 | 0 | 10,149,000 | |
Total operating expenses | 172,917,000 | 998,366,000 | 512,844,000 | 1,355,457,000 | |
Other (expenses) income: | |||||
Interest expense | (66,935,000) | (67,889,000) | (197,244,000) | (208,946,000) | |
Gain (loss) on extinguishment and forgiveness of debt, net | 61,000 | 975,000 | (1,419,000) | (497,000) | |
Other income, net | 73,000 | 2,421,000 | 1,026,000 | 5,012,000 | |
Equity in income of unconsolidated entities | 663,000 | 677,000 | 2,406,000 | 1,682,000 | |
Gain on disposition of real estate and real estate assets held for sale, net | 42,814,000 | 18,520,000 | 76,858,000 | 251,106,000 | |
Total other (expenses) income, net | (23,324,000) | (45,296,000) | (118,373,000) | 48,357,000 | |
Income (loss) before taxes | 99,037,000 | (740,361,000) | 242,240,000 | (374,731,000) | |
Provision for income taxes | (1,054,000) | (1,168,000) | (3,155,000) | (3,543,000) | |
Net income (loss) | 97,983,000 | (741,529,000) | 239,085,000 | (378,274,000) | |
Net (income) loss attributable to non-controlling interests | [1] | (51,000) | 15,089,000 | (137,000) | 6,796,000 |
Net income (loss) attributable to the General Partner/OP | $ 97,932,000 | $ (726,440,000) | $ 238,948,000 | $ (371,478,000) | |
Basic and diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.08 | $ (0.76) | $ 0.19 | $ (0.43) | |
VEREIT Operating Partnership, L.P. [Member] | |||||
Total revenues | $ 295,278,000 | $ 303,301,000 | $ 873,457,000 | $ 932,369,000 | |
Operating expenses: | |||||
Acquisition-related | 1,050,000 | 1,199,000 | 3,742,000 | 3,169,000 | |
Litigation and non-routine costs, net | 105,000 | 832,024,000 | (8,577,000) | 806,763,000 | |
Property operating | 31,400,000 | 30,822,000 | 90,988,000 | 95,703,000 | |
General and administrative | 14,774,000 | 14,483,000 | 45,950,000 | 45,745,000 | |
Depreciation and amortization | 109,191,000 | 115,111,000 | 343,870,000 | 369,688,000 | |
Impairments | 16,397,000 | 3,944,000 | 36,871,000 | 24,240,000 | |
Restructuring | 0 | 783,000 | 0 | 10,149,000 | |
Total operating expenses | 172,917,000 | 998,366,000 | 512,844,000 | 1,355,457,000 | |
Other (expenses) income: | |||||
Interest expense | (66,935,000) | (67,889,000) | (197,244,000) | (208,946,000) | |
Gain (loss) on extinguishment and forgiveness of debt, net | 61,000 | 975,000 | (1,419,000) | (497,000) | |
Other income, net | 73,000 | 2,421,000 | 1,026,000 | 5,012,000 | |
Equity in income of unconsolidated entities | 663,000 | 677,000 | 2,406,000 | 1,682,000 | |
Gain on disposition of real estate and real estate assets held for sale, net | 42,814,000 | 18,520,000 | 76,858,000 | 251,106,000 | |
Total other (expenses) income, net | (23,324,000) | (45,296,000) | (118,373,000) | 48,357,000 | |
Income (loss) before taxes | 99,037,000 | (740,361,000) | 242,240,000 | (374,731,000) | |
Provision for income taxes | (1,054,000) | (1,168,000) | (3,155,000) | (3,543,000) | |
Net income (loss) | 97,983,000 | (741,529,000) | 239,085,000 | (378,274,000) | |
Net (income) loss attributable to non-controlling interests | [2] | 14,000 | 25,000 | 29,000 | 83,000 |
Net income (loss) attributable to the General Partner/OP | $ 97,997,000 | $ (741,504,000) | $ 239,114,000 | $ (378,191,000) | |
Basic and diluted net income (loss) per unit attributable to common unitholders (in dollars per share) | $ 0.08 | $ (0.76) | $ 0.19 | $ (0.43) | |
Rental Revenue [Member] | |||||
Total revenues | $ 293,692,000 | $ 302,985,000 | $ 870,854,000 | $ 931,871,000 | |
Rental Revenue [Member] | VEREIT Operating Partnership, L.P. [Member] | |||||
Total revenues | 293,692,000 | 302,985,000 | 870,854,000 | 931,871,000 | |
Fees From Managed Partnership [Member] | |||||
Total revenues | 1,586,000 | 316,000 | 2,603,000 | 498,000 | |
Fees From Managed Partnership [Member] | VEREIT Operating Partnership, L.P. [Member] | |||||
Total revenues | $ 1,586,000 | $ 316,000 | $ 2,603,000 | $ 498,000 | |
[1] | Represents net (income) loss attributable to limited partners and a consolidated joint venture partner. | ||||
[2] | Represents net loss attributable to a consolidated joint venture partner. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Net income (loss) | $ 97,983 | $ (741,529) | $ 239,085 | $ (378,274) | |
Total other comprehensive income (loss) | |||||
Unrealized gain (loss) on interest rate derivatives | 3,666 | (20,927) | (81,383) | (48,539) | |
Reclassification of previous unrealized loss on interest rate derivatives into net income | 5,441 | 656 | 11,995 | 870 | |
Total other comprehensive income (loss) | 9,107 | (20,271) | (69,388) | (47,669) | |
Total comprehensive income (loss) | 107,090 | (761,800) | 169,697 | (425,943) | |
Comprehensive (income) loss attributable to non-controlling interests | [1] | (57) | 15,500 | (87) | 7,859 |
Total comprehensive income (loss) attributable to the General Partner / OP | 107,033 | (746,300) | 169,610 | (418,084) | |
VEREIT Operating Partnership, L.P. [Member] | |||||
Net income (loss) | 97,983 | (741,529) | 239,085 | (378,274) | |
Total other comprehensive income (loss) | |||||
Unrealized gain (loss) on interest rate derivatives | 3,666 | (20,927) | (81,383) | (48,539) | |
Reclassification of previous unrealized loss on interest rate derivatives into net income | 5,441 | 656 | 11,995 | 870 | |
Total other comprehensive income (loss) | 9,107 | (20,271) | (69,388) | (47,669) | |
Total comprehensive income (loss) | 107,090 | (761,800) | 169,697 | (425,943) | |
Comprehensive (income) loss attributable to non-controlling interests | [2] | 14 | 25 | 29 | 83 |
Total comprehensive income (loss) attributable to the General Partner / OP | $ 107,104 | $ (761,775) | $ 169,726 | $ (425,860) | |
[1] | Represents comprehensive (income) loss attributable to limited partners and a consolidated joint venture partner. | ||||
[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 | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Parent [Member] | Non-Controlling Interests [Member] |
Beginning balance (shares) at Dec. 31, 2018 | 42,834,138 | 967,515,165 | ||||||
Beginning balance at Dec. 31, 2018 | $ 7,300,144 | $ 428 | $ 9,675 | $ 12,615,472 | $ (1,280) | $ (5,467,236) | $ 7,157,059 | $ 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 | $ 33 | 27,511 | 27,544 | ||||
Conversion of OP Units to Common Stock | 0 | (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 (shares) | 0 | $ 1 | 922 | 923 | (923) | |||
Repurchases of Common Stock to settle tax obligation (shares) | (199,083) | |||||||
Repurchases of Common Stock to settle tax obligation | (1,595) | $ (2) | (1,593) | (1,595) | ||||
Equity-based compensation, net (shares) | 950,487 | |||||||
Equity-based compensation, net | 2,872 | $ 10 | 2,862 | 2,872 | ||||
Contributions from non-controlling interest holders | 64 | 64 | ||||||
Distributions declared on common stock | (133,480) | (133,480) | (133,480) | |||||
Distributions to non-controlling interest holders | (3,262) | (3,262) | ||||||
Dividend equivalents on awards granted under the Equity Plan | (1,222) | (1,222) | (1,222) | |||||
Distributions to preferred shareholders and unitholders | (17,973) | (17,940) | (17,940) | (33) | ||||
Net income (loss) | 70,971 | 69,304 | 69,304 | 1,667 | ||||
Other comprehensive income (loss) | (11,189) | (10,922) | (10,922) | (267) | ||||
Ending balance (shares) at Mar. 31, 2019 | 42,871,246 | 971,576,377 | ||||||
Ending balance at Mar. 31, 2019 | $ 7,232,874 | $ 429 | $ 9,716 | 12,645,148 | (12,202) | (5,550,574) | 7,092,517 | 140,357 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | |||||||
Beginning balance (shares) at Dec. 31, 2018 | 42,834,138 | 967,515,165 | ||||||
Beginning balance at Dec. 31, 2018 | $ 7,300,144 | $ 428 | $ 9,675 | 12,615,472 | (1,280) | (5,467,236) | 7,157,059 | 143,085 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions payable relinquished | 7,799 | |||||||
Surrender of Limited Partner OP Units | (191,974) | |||||||
Net income (loss) | (378,274) | |||||||
Other comprehensive income (loss) | (47,669) | |||||||
Ending balance (shares) at Sep. 30, 2019 | 38,871,246 | 1,067,688,887 | ||||||
Ending balance at Sep. 30, 2019 | 7,022,042 | $ 389 | $ 10,677 | 13,360,675 | (47,886) | (6,306,590) | 7,017,265 | 4,777 |
Beginning balance (shares) at Mar. 31, 2019 | 42,871,246 | 971,576,377 | ||||||
Beginning balance at Mar. 31, 2019 | 7,232,874 | $ 429 | $ 9,716 | 12,645,148 | (12,202) | (5,550,574) | 7,092,517 | 140,357 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Common Stock, net (shares) | 1,773,456 | |||||||
Issuance of Common Stock, net | 14,534 | $ 18 | 14,516 | 14,534 | ||||
Repurchases of Common Stock to settle tax obligation | (9) | (9) | (9) | |||||
Equity-based compensation, net (shares) | 36,066 | |||||||
Equity-based compensation, net | 3,883 | 3,883 | 3,883 | |||||
Distributions declared on common stock | (133,841) | (133,841) | (133,841) | |||||
Distributions to non-controlling interest holders | (3,264) | (3,264) | ||||||
Dividend equivalents on awards granted under the Equity Plan | (44) | (44) | (44) | |||||
Distributions to preferred shareholders and unitholders | (17,973) | (17,958) | (17,958) | (15) | ||||
Distributions payable relinquished | 6,429 | 6,429 | ||||||
Surrender of Limited Partner OP Units | (26,537) | (8,520) | (8,520) | (18,017) | ||||
Net income (loss) | 292,284 | 285,658 | 285,658 | 6,626 | ||||
Other comprehensive income (loss) | (16,209) | (15,824) | (15,824) | (385) | ||||
Ending balance (shares) at Jun. 30, 2019 | 42,871,246 | 973,385,899 | ||||||
Ending balance at Jun. 30, 2019 | $ 7,352,127 | $ 429 | $ 9,734 | 12,655,018 | (28,026) | (5,416,759) | 7,220,396 | 131,731 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | |||||||
Issuance of Common Stock, net (shares) | 94,300,000 | |||||||
Issuance of Common Stock, net | $ 886,926 | $ 943 | 885,983 | 886,926 | ||||
Redemption of Series F Preferred Stock (in shares) | (4,000,000) | |||||||
Redemption of Series F Preferred Stock | (100,096) | $ (40) | (100,056) | (100,096) | ||||
Repurchases of Common Stock to settle tax obligation (shares) | (1,248) | |||||||
Repurchases of Common Stock to settle tax obligation | (14) | (14) | (14) | |||||
Equity-based compensation, net (shares) | 4,236 | |||||||
Equity-based compensation, net | 3,144 | 3,144 | 3,144 | |||||
Distributions declared on common stock | (146,808) | (146,808) | (146,808) | |||||
Distributions to non-controlling interest holders | (2,859) | (2,859) | ||||||
Dividend equivalents on awards granted under the Equity Plan | (26) | (26) | (26) | |||||
Distributions to preferred shareholders and unitholders | (16,578) | (16,557) | (16,557) | (21) | ||||
Surrender of Limited Partner OP Units | (191,974) | (83,400) | (83,400) | (108,574) | ||||
Net income (loss) | (741,529) | (726,440) | (726,440) | (15,089) | ||||
Other comprehensive income (loss) | (20,271) | (19,860) | (19,860) | (411) | ||||
Ending balance (shares) at Sep. 30, 2019 | 38,871,246 | 1,067,688,887 | ||||||
Ending balance at Sep. 30, 2019 | $ 7,022,042 | $ 389 | $ 10,677 | 13,360,675 | (47,886) | (6,306,590) | 7,017,265 | 4,777 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | |||||||
Beginning balance (shares) at Dec. 31, 2019 | 30,871,246 | 1,076,845,984 | ||||||
Beginning balance at Dec. 31, 2019 | $ 6,843,278 | $ 309 | $ 10,768 | 13,251,962 | (27,670) | (6,399,626) | 6,835,743 | 7,535 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of OP Units to Common Stock (in shares) | 4,549 | |||||||
Conversion of OP Units to Common Stock | 0 | $ 1 | 44 | 45 | (45) | |||
Redemption of Series F Preferred Stock | (27) | (27) | (27) | |||||
Repurchases of Common Stock to settle tax obligation (shares) | (241,092) | |||||||
Repurchases of Common Stock to settle tax obligation | (2,378) | $ (2) | (2,376) | (2,378) | ||||
Equity-based compensation, net (shares) | 1,172,038 | |||||||
Equity-based compensation, net | 2,855 | $ 11 | 2,844 | 2,855 | ||||
Distributions declared on common stock | (148,194) | (148,194) | (148,194) | |||||
Distributions to non-controlling interest holders | (105) | (105) | ||||||
Dividend equivalents on awards granted under the Equity Plan | (1,628) | (1,628) | (1,628) | |||||
Distributions to preferred shareholders and unitholders | (12,947) | (12,928) | (12,928) | (19) | ||||
Net income (loss) | 86,863 | 86,808 | 86,808 | 55 | ||||
Other comprehensive income (loss) | (76,602) | (76,547) | (76,547) | (55) | ||||
Ending balance (shares) at Mar. 31, 2020 | 30,871,246 | 1,077,781,479 | ||||||
Ending balance at Mar. 31, 2020 | $ 6,691,115 | $ 309 | $ 10,778 | 13,252,447 | (104,217) | (6,475,568) | 6,683,749 | 7,366 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | |||||||
Beginning balance (shares) at Dec. 31, 2019 | 30,871,246 | 1,076,845,984 | ||||||
Beginning balance at Dec. 31, 2019 | $ 6,843,278 | $ 309 | $ 10,768 | 13,251,962 | (27,670) | (6,399,626) | 6,835,743 | 7,535 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions payable relinquished | 0 | |||||||
Surrender of Limited Partner OP Units | 0 | |||||||
Net income (loss) | 239,085 | |||||||
Other comprehensive income (loss) | (69,388) | |||||||
Ending balance (shares) at Sep. 30, 2020 | 18,871,246 | 1,091,242,138 | ||||||
Ending balance at Sep. 30, 2020 | 6,455,744 | $ 189 | $ 10,913 | 13,048,678 | (97,008) | (6,514,171) | 6,448,601 | 7,143 |
Beginning balance (shares) at Mar. 31, 2020 | 30,871,246 | 1,077,781,479 | ||||||
Beginning balance at Mar. 31, 2020 | 6,691,115 | $ 309 | $ 10,778 | 13,252,447 | (104,217) | (6,475,568) | 6,683,749 | 7,366 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Redemption of Series F Preferred Stock | (25) | (25) | (25) | |||||
Equity-based compensation, net (shares) | 67,075 | |||||||
Equity-based compensation, net | 4,071 | $ 1 | 4,070 | 4,071 | ||||
Distributions declared on common stock | (82,997) | (82,997) | (82,997) | |||||
Distributions to non-controlling interest holders | (61) | (61) | ||||||
Dividend equivalents on awards granted under the Equity Plan | (18) | (18) | (18) | |||||
Distributions to preferred shareholders and unitholders | (12,948) | (12,928) | (12,928) | (20) | ||||
Repurchase of convertible notes | (204) | (204) | (204) | |||||
Net income (loss) | 54,239 | 54,208 | 54,208 | 31 | ||||
Other comprehensive income (loss) | (1,893) | (1,892) | (1,892) | (1) | ||||
Ending balance (shares) at Jun. 30, 2020 | 30,871,246 | 1,077,848,554 | ||||||
Ending balance at Jun. 30, 2020 | $ 6,651,279 | $ 309 | $ 10,779 | 13,256,288 | (106,109) | (6,517,303) | 6,643,964 | 7,315 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions declared per common stock/unit (in dollars per share) | $ 0.077 | |||||||
Issuance of Common Stock, net (shares) | 13,296,662 | |||||||
Issuance of Common Stock, net | $ 89,279 | $ 133 | 89,146 | 89,279 | ||||
Redemption of Limited Partners' Common OP Units | (149) | (149) | ||||||
Redemption of Series F Preferred Stock (in shares) | (12,000,000) | |||||||
Redemption of Series F Preferred Stock | (300,052) | $ (120) | (299,932) | (300,052) | ||||
Repurchases of Common Stock to settle tax obligation (shares) | (1,248) | |||||||
Repurchases of Common Stock to settle tax obligation | (8) | (8) | (8) | |||||
Equity-based compensation, net (shares) | 98,170 | |||||||
Equity-based compensation, net | 3,211 | $ 1 | 3,210 | 3,211 | ||||
Distributions declared on common stock | (84,026) | (84,026) | (84,026) | |||||
Distributions to non-controlling interest holders | (59) | (59) | ||||||
Dividend equivalents on awards granted under the Equity Plan | (24) | (24) | (24) | |||||
Distributions to preferred shareholders and unitholders | (10,771) | (10,750) | (10,750) | (21) | ||||
Repurchase of convertible notes | (26) | (26) | (26) | |||||
Net income (loss) | 97,983 | 97,932 | 97,932 | 51 | ||||
Other comprehensive income (loss) | 9,107 | 9,101 | 9,101 | 6 | ||||
Ending balance (shares) at Sep. 30, 2020 | 18,871,246 | 1,091,242,138 | ||||||
Ending balance at Sep. 30, 2020 | $ 6,455,744 | $ 189 | $ 10,913 | $ 13,048,678 | $ (97,008) | $ (6,514,171) | $ 6,448,601 | $ 7,143 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions declared per common stock/unit (in dollars per share) | $ 0.077 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - OP - USD ($) $ in Thousands | Total | VEREIT Operating Partnership, L.P. [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Stock [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Stock [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Total Partners' Capital [Member] | VEREIT Operating Partnership, L.P. [Member]Total Partners' Capital [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Noncontrolling Interest [Member] |
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 | $ 710,325 | $ 2,883 | $ 6,446,734 | $ 138,931 | $ 7,298,873 | $ 1,271 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Issuance of common OP Units (shares) | 3,309,808 | ||||||||
Issuance of common OP Units, net | $ 27,544 | 27,544 | $ 27,544 | 27,544 | |||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | 0 | $ (26) | 26 | ||||||
Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock (shares) | 37,108 | (37,108) | |||||||
Conversion of Series F Preferred Units to Series F Preferred Stock (shares) | 0 | 0 | $ 923 | $ (923) | |||||
Repurchases of common OP Units to settle tax obligation (shares) | (199,083) | ||||||||
Repurchases of common OP Units to settle tax obligation | (1,595) | (1,595) | $ (1,595) | (1,595) | |||||
Equity-based compensation, net (shares) | 950,487 | ||||||||
Equity-based compensation, net | 2,872 | $ 2,872 | 2,872 | ||||||
Contributions from non-controlling interest holders | 64 | 64 | 64 | ||||||
Distributions to non-controlling interest holders | (3,262) | (136,742) | (133,480) | (3,262) | (136,742) | ||||
Dividend equivalents on awards granted under the Equity Plan | (1,222) | (1,222) | (1,222) | (1,222) | |||||
Distributions to preferred shareholders and unitholders | (17,973) | (17,973) | $ (17,940) | $ (33) | (17,973) | ||||
Net income (loss) | 70,971 | 70,971 | 69,304 | 1,695 | 70,999 | (28) | |||
Other comprehensive loss | (11,189) | (11,189) | $ (10,922) | $ (267) | (11,189) | ||||
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 | $ 693,308 | $ 1,927 | $ 6,399,209 | $ 137,123 | 7,231,567 | 1,307 | ||
Beginning balance (shares) at Dec. 31, 2018 | 42,834,138 | 86,874 | 967,515,165 | 23,715,908 | |||||
Beginning balance at Dec. 31, 2018 | 7,300,144 | $ 710,325 | $ 2,883 | $ 6,446,734 | $ 138,931 | 7,298,873 | 1,271 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Distributions payable relinquished | $ 7,799 | ||||||||
Surrender of Limited Partner OP Units (shares) | (2,900,000) | ||||||||
Surrender of Limited Partner OP Units | $ (191,974) | ||||||||
Net income (loss) | (378,274) | (378,274) | |||||||
Other comprehensive loss | (47,669) | (47,669) | |||||||
Ending balance (shares) at Sep. 30, 2019 | 38,871,246 | 49,766 | 1,067,688,887 | 20,793,463 | |||||
Ending balance at Sep. 30, 2019 | 7,022,042 | $ 595,781 | $ 1,891 | $ 6,421,484 | $ 1,634 | 7,020,790 | 1,252 | ||
Beginning balance (shares) at Mar. 31, 2019 | 42,871,246 | 49,766 | 971,576,377 | 23,715,908 | |||||
Beginning balance at Mar. 31, 2019 | 7,232,874 | $ 693,308 | $ 1,927 | $ 6,399,209 | $ 137,123 | 7,231,567 | 1,307 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Issuance of common OP Units (shares) | 1,773,456 | ||||||||
Issuance of common OP Units, net | 14,534 | 14,534 | $ 14,534 | 14,534 | |||||
Repurchases of common OP Units to settle tax obligation | (9) | (9) | $ (9) | (9) | |||||
Equity-based compensation, net (shares) | 36,066 | ||||||||
Equity-based compensation, net | 3,883 | $ 3,883 | 3,883 | ||||||
Distributions to non-controlling interest holders | (3,264) | (137,105) | (133,841) | (3,264) | (137,105) | ||||
Dividend equivalents on awards granted under the Equity Plan | (44) | (44) | (44) | (44) | |||||
Distributions to preferred shareholders and unitholders | (17,973) | (17,973) | $ (17,958) | $ (15) | (17,973) | ||||
Distributions payable relinquished | 6,429 | 6,429 | $ 6,429 | 6,429 | |||||
Surrender of Limited Partner OP Units (shares) | (2,922,445) | ||||||||
Surrender of Limited Partner OP Units | (26,537) | (26,537) | (8,520) | $ (18,017) | (26,537) | ||||
Net income (loss) | 292,284 | 292,284 | 285,658 | 6,656 | 292,314 | (30) | |||
Other comprehensive loss | (16,209) | (16,209) | $ (15,824) | $ (385) | (16,209) | ||||
Ending balance (shares) at Jun. 30, 2019 | 42,871,246 | 49,766 | 973,385,899 | 20,793,463 | |||||
Ending balance at Jun. 30, 2019 | 7,352,127 | $ 675,350 | $ 1,912 | $ 6,545,046 | $ 128,542 | 7,350,850 | 1,277 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Issuance of common OP Units (shares) | 94,300,000 | ||||||||
Issuance of common OP Units, net | 886,926 | 886,926 | $ 886,926 | 886,926 | |||||
Redemption of Series F Preferred Stock (in shares) | (4,000,000) | ||||||||
Redemption of Series F Preferred Stock | (100,096) | (100,096) | $ (63,012) | $ (37,084) | (100,096) | ||||
Repurchases of common OP Units to settle tax obligation (shares) | (1,248) | ||||||||
Repurchases of common OP Units to settle tax obligation | (14) | (14) | $ (14) | (14) | |||||
Equity-based compensation, net (shares) | 4,236 | ||||||||
Equity-based compensation, net | 3,144 | $ 3,144 | 3,144 | ||||||
Distributions to non-controlling interest holders | (2,859) | (149,667) | (146,808) | (2,859) | (149,667) | ||||
Dividend equivalents on awards granted under the Equity Plan | (26) | (26) | (26) | (26) | |||||
Distributions to preferred shareholders and unitholders | (16,578) | (16,578) | $ (16,557) | $ (21) | (16,578) | ||||
Surrender of Limited Partner OP Units | (191,974) | (191,974) | (83,400) | (108,574) | (191,974) | ||||
Net income (loss) | (741,529) | (741,529) | (726,440) | (15,064) | (741,504) | (25) | |||
Other comprehensive loss | (20,271) | (20,271) | $ (19,860) | $ (411) | (20,271) | ||||
Ending balance (shares) at Sep. 30, 2019 | 38,871,246 | 49,766 | 1,067,688,887 | 20,793,463 | |||||
Ending balance at Sep. 30, 2019 | 7,022,042 | $ 595,781 | $ 1,891 | $ 6,421,484 | $ 1,634 | 7,020,790 | 1,252 | ||
Beginning balance (shares) at Dec. 31, 2019 | 30,871,246 | 49,766 | 1,076,845,984 | 786,719 | |||||
Beginning balance at Dec. 31, 2019 | 6,843,278 | $ 460,504 | $ 1,869 | $ 6,375,239 | $ 4,433 | 6,842,045 | 1,233 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units (shares) | 4,549 | (4,549) | |||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | 0 | $ 45 | $ (45) | ||||||
Redemption of Series F Preferred Stock | (27) | (27) | (27) | (27) | |||||
Repurchases of common OP Units to settle tax obligation (shares) | (241,092) | ||||||||
Repurchases of common OP Units to settle tax obligation | (2,378) | (2,378) | $ (2,378) | (2,378) | |||||
Equity-based compensation, net (shares) | 1,172,038 | ||||||||
Equity-based compensation, net | 2,855 | $ 2,855 | 2,855 | ||||||
Distributions to non-controlling interest holders | (105) | (148,299) | (148,194) | (105) | (148,299) | ||||
Dividend equivalents on awards granted under the Equity Plan | (1,628) | (1,628) | (1,628) | (1,628) | |||||
Distributions to preferred shareholders and unitholders | (12,947) | (12,947) | $ (12,928) | $ (19) | (12,947) | ||||
Net income (loss) | 86,863 | 86,863 | 86,808 | 62 | 86,870 | (7) | |||
Other comprehensive loss | (76,602) | (76,602) | $ (76,547) | $ (55) | (76,602) | ||||
Ending balance (shares) at Mar. 31, 2020 | 30,871,246 | 49,766 | 1,077,781,479 | 782,170 | |||||
Ending balance at Mar. 31, 2020 | 6,691,115 | $ 447,549 | $ 1,850 | $ 6,236,200 | $ 4,290 | 6,689,889 | 1,226 | ||
Beginning balance (shares) at Dec. 31, 2019 | 30,871,246 | 49,766 | 1,076,845,984 | 786,719 | |||||
Beginning balance at Dec. 31, 2019 | 6,843,278 | $ 460,504 | $ 1,869 | $ 6,375,239 | $ 4,433 | 6,842,045 | 1,233 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Distributions payable relinquished | 0 | ||||||||
Surrender of Limited Partner OP Units | 0 | ||||||||
Net income (loss) | 239,085 | 239,085 | |||||||
Other comprehensive loss | (69,388) | (69,388) | |||||||
Ending balance (shares) at Sep. 30, 2020 | 18,871,246 | 49,766 | 1,091,242,138 | 760,169 | |||||
Ending balance at Sep. 30, 2020 | 6,455,744 | $ 123,794 | $ 1,809 | $ 6,324,807 | $ 4,130 | 6,454,540 | 1,204 | ||
Beginning balance (shares) at Mar. 31, 2020 | 30,871,246 | 49,766 | 1,077,781,479 | 782,170 | |||||
Beginning balance at Mar. 31, 2020 | 6,691,115 | $ 447,549 | $ 1,850 | $ 6,236,200 | $ 4,290 | 6,689,889 | 1,226 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Redemption of Series F Preferred Stock | (25) | (25) | (25) | (25) | |||||
Equity-based compensation, net (shares) | 67,075 | ||||||||
Equity-based compensation, net | 4,071 | $ 4,071 | 4,071 | ||||||
Distributions to non-controlling interest holders | (61) | (83,058) | (82,997) | (61) | (83,058) | ||||
Dividend equivalents on awards granted under the Equity Plan | (18) | (18) | (18) | (18) | |||||
Distributions to preferred shareholders and unitholders | (12,948) | (12,948) | $ (12,928) | $ (20) | (12,948) | ||||
Repurchase of convertible notes | (204) | (204) | (204) | (204) | |||||
Net income (loss) | 54,239 | 54,239 | 54,208 | 39 | 54,247 | (8) | |||
Other comprehensive loss | (1,893) | (1,893) | $ (1,892) | $ (1) | (1,893) | ||||
Ending balance (shares) at Jun. 30, 2020 | 30,871,246 | 49,766 | 1,077,848,554 | 782,170 | |||||
Ending balance at Jun. 30, 2020 | 6,651,279 | $ 434,596 | $ 1,830 | $ 6,209,368 | $ 4,267 | 6,650,061 | 1,218 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Issuance of common OP Units (shares) | 13,296,662 | ||||||||
Issuance of common OP Units, net | 89,279 | 89,279 | $ 89,279 | 89,279 | |||||
Redemption of Limited Partners' Common OP Units (shares) | (22,001) | ||||||||
Redemption of Limited Partners' Common OP Units | (149) | (149) | $ (149) | $ (149) | |||||
Redemption of Series F Preferred Stock (in shares) | (12,000,000) | ||||||||
Redemption of Series F Preferred Stock | (300,052) | (300,052) | $ (300,052) | (300,052) | |||||
Repurchases of common OP Units to settle tax obligation (shares) | (1,248) | ||||||||
Repurchases of common OP Units to settle tax obligation | (8) | (8) | $ (8) | (8) | |||||
Equity-based compensation, net (shares) | 98,170 | ||||||||
Equity-based compensation, net | 3,211 | $ 3,211 | 3,211 | ||||||
Distributions to non-controlling interest holders | (59) | (84,085) | (84,026) | (59) | (84,085) | ||||
Dividend equivalents on awards granted under the Equity Plan | (24) | (24) | (24) | (24) | |||||
Distributions to preferred shareholders and unitholders | (10,771) | (10,771) | $ (10,750) | $ (21) | (10,771) | ||||
Repurchase of convertible notes | (26) | (26) | (26) | (26) | |||||
Net income (loss) | 97,983 | 97,983 | 97,932 | 65 | 97,997 | (14) | |||
Other comprehensive loss | $ 9,107 | 9,107 | $ 9,101 | $ 6 | 9,107 | ||||
Ending balance (shares) at Sep. 30, 2020 | 18,871,246 | 49,766 | 1,091,242,138 | 760,169 | |||||
Ending balance at Sep. 30, 2020 | $ 6,455,744 | $ 123,794 | $ 1,809 | $ 6,324,807 | $ 4,130 | $ 6,454,540 | $ 1,204 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Distributions declared per common stock/unit (in dollars per share) | $ 0.077 | $ 0.077 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 |
VEREIT Operating Partnership, L.P. [Member] | ||||||
Distributions declared per common stock/unit (in dollars per share) | $ 0.077 | $ 0.077 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 239,085 | $ (378,274) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 353,400 | 379,133 |
Gain on real estate assets, net | (77,117) | (251,106) |
Impairments | 36,871 | 24,240 |
Equity-based compensation | 10,137 | 9,899 |
Equity in income of unconsolidated entities | (2,406) | (1,682) |
Distributions from unconsolidated entities | 1,753 | 130 |
Loss on investments | 607 | 492 |
Loss on derivative instruments | 0 | 58 |
Noncash Restructuring Expense | 0 | 3,999 |
Loss on extinguishment and forgiveness of debt, net | 1,419 | 497 |
Surrender of Limited Partner OP Units | 0 | (26,536) |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,117 | 1,230 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (38,277) | (17,234) |
Accounts payable and accrued expenses | (9,645) | 786,839 |
Deferred rent, operating lease and other liabilities | (2,936) | (26,460) |
Net cash provided by operating activities | 514,008 | 505,225 |
Cash flows from investing activities: | ||
Investments in real estate assets | (147,121) | (251,804) |
Capital expenditures and leasing costs | (21,102) | (27,309) |
Real estate developments | (16,592) | (17,274) |
Principal repayments received on mortgage notes receivable | 0 | 106 |
Investments in unconsolidated entities | (21,348) | (2,767) |
Return of investment from unconsolidated entities | 1,961 | 154 |
Proceeds from disposition of real estate | 346,675 | 846,023 |
Investment in leasehold improvements and other assets | (612) | (1,417) |
Deposits for real estate assets | (1,973) | (5,238) |
Investments in mezzanine position | (9,959) | 0 |
Proceeds from sale of investments and other assets | 0 | 9,837 |
Uses and refunds of deposits for real estate assets | 4,036 | 3,562 |
Proceeds from the settlement of property-related insurance claims | 654 | 473 |
Net cash provided by investing activities | 134,619 | 554,346 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 1,032 | 0 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (197,382) | (182,648) |
Proceeds from credit facility | 902,000 | 1,061,000 |
Payments on credit facility | (1,052,000) | (564,000) |
Proceeds from corporate bonds | 594,864 | 0 |
Redemptions of corporate bonds, including extinguishment costs | (26) | (750,000) |
Repurchases of convertible notes, including extinguishment costs | (69,362) | 0 |
Payments of deferred financing costs | (7,275) | (181) |
Repurchases of Common Stock to settle tax obligations | (2,386) | (1,618) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | 89,279 | 929,004 |
Redemption of Series F Preferred Stock | (300,104) | (100,096) |
Redemption of Limited Partners’ Common OP Units | (149) | 0 |
Contributions from non-controlling interest holders | 0 | 64 |
Distributions paid | (418,722) | (454,702) |
Net cash used in financing activities | (460,231) | (63,177) |
Net change in cash and cash equivalents and restricted cash | 188,396 | 996,394 |
Cash and cash equivalents and restricted cash, beginning of period | 33,880 | 53,663 |
Cash and cash equivalents and restricted cash, end of period | 222,276 | 1,050,057 |
Cash and cash equivalents at beginning of period | 12,921 | 30,758 |
Restricted cash at beginning of period | 20,959 | 22,905 |
Cash and cash equivalents at end of period | 207,321 | 1,029,315 |
Restricted cash at end of period | 14,955 | 20,742 |
VEREIT Operating Partnership, L.P. [Member] | ||
Cash flows from operating activities: | ||
Net income (loss) | 239,085 | (378,274) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 353,400 | 379,133 |
Gain on real estate assets, net | (77,117) | (251,106) |
Impairments | 36,871 | 24,240 |
Equity-based compensation | 10,137 | 9,899 |
Equity in income of unconsolidated entities | (2,406) | (1,682) |
Distributions from unconsolidated entities | 1,753 | 130 |
Loss on investments | 607 | 492 |
Loss on derivative instruments | 0 | 58 |
Noncash Restructuring Expense | 0 | 3,999 |
Loss on extinguishment and forgiveness of debt, net | 1,419 | 497 |
Surrender of Limited Partner OP Units | 0 | (26,536) |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,117 | 1,230 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (38,277) | (17,234) |
Accounts payable and accrued expenses | (9,645) | 786,839 |
Deferred rent, operating lease and other liabilities | (2,936) | (26,460) |
Net cash provided by operating activities | 514,008 | 505,225 |
Cash flows from investing activities: | ||
Investments in real estate assets | (147,121) | (251,804) |
Capital expenditures and leasing costs | (21,102) | (27,309) |
Real estate developments | (16,592) | (17,274) |
Principal repayments received on mortgage notes receivable | 0 | 106 |
Investments in unconsolidated entities | (21,348) | (2,767) |
Return of investment from unconsolidated entities | 1,961 | 154 |
Proceeds from disposition of real estate | 346,675 | 846,023 |
Investment in leasehold improvements and other assets | (612) | (1,417) |
Deposits for real estate assets | (1,973) | (5,238) |
Investments in mezzanine position | (9,959) | 0 |
Proceeds from sale of investments and other assets | 0 | 9,837 |
Uses and refunds of deposits for real estate assets | 4,036 | 3,562 |
Proceeds from the settlement of property-related insurance claims | 654 | 473 |
Net cash provided by investing activities | 134,619 | 554,346 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 1,032 | 0 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (197,382) | (182,648) |
Proceeds from credit facility | 902,000 | 1,061,000 |
Payments on credit facility | (1,052,000) | (564,000) |
Proceeds from corporate bonds | 594,864 | 0 |
Redemptions of corporate bonds, including extinguishment costs | (26) | (750,000) |
Repurchases of convertible notes, including extinguishment costs | (69,362) | 0 |
Payments of deferred financing costs | (7,275) | (181) |
Repurchases of Common Stock to settle tax obligations | (2,386) | (1,618) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | 89,279 | 929,004 |
Redemption of Series F Preferred Stock | (300,104) | (100,096) |
Redemption of Limited Partners’ Common OP Units | (149) | 0 |
Contributions from non-controlling interest holders | 0 | 64 |
Distributions paid | (418,722) | (454,702) |
Net cash used in financing activities | (460,231) | (63,177) |
Net change in cash and cash equivalents and restricted cash | 188,396 | 996,394 |
Cash and cash equivalents and restricted cash, beginning of period | 33,880 | 53,663 |
Cash and cash equivalents and restricted cash, end of period | 222,276 | 1,050,057 |
Cash and cash equivalents at beginning of period | 12,921 | 30,758 |
Restricted cash at beginning of period | 20,959 | 22,905 |
Cash and cash equivalents at end of period | 207,321 | 1,029,315 |
Restricted cash at end of period | $ 14,955 | $ 20,742 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization VEREIT is a Maryland corporation, incorporated on December 2, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. The OP is a Delaware limited partnership of which the General Partner is the sole general partner. VEREIT’s common stock, par value $0.01 per share (“Common Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”) trade on the New York Stock Exchange (“NYSE”) under the trading symbols, “VER” and “VER PRF,” respectively. As used herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with its consolidated subsidiaries, including the OP. VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity. Substantially all of the Company’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 99.9% of the common equity interests in the OP as of September 30, 2020. Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other requirements in the LPA, unless we otherwise consent to an earlier redemption, holders have the right to redeem the units for the cash value of a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, or, at our option, a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to the terms of the LPA. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the General Partner or to approve the sale, purchase or refinancing of the OP’s assets. The actions of the OP and its relationship with the General Partner are governed by the LPA. The General Partner does not have any significant assets other than its investment in the OP. Therefore, the assets and liabilities of the General Partner and the OP are the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation, continuity, existence and operation of the General Partner incurred by the General Partner on the OP’s behalf shall be treated as expenses of the OP. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s Board of Directors, the LPA requires the OP to issue to the General Partner equity instruments with substantially similar terms, to protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the OP has a proportionate economic interest in the OP reflecting its capital contributions thereto. OP Units and Series F Preferred Units issued to the General Partner are referred to as “General Partner OP Units” and “General Partner Series F Preferred Units,” respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as “Limited Partner OP Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP issue debt with terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s Board of Directors authorizes the issuance of any new class of equity securities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the three and nine months ended September 30, 2020 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, 2019 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 26, 2020. 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 and statements of changes in equity. In addition, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income 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. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each annual reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of each of September 30, 2020 and December 31, 2019, there were approximately 0.8 million Limited Partner OP Units issued and outstanding, and 49,766 Limited Partner Series F Preferred Units issued and 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 consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling 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 The fees from managed partnerships, which are fees earned from the Company’s unconsolidated joint venture entities, previously included in other income, net have been presented in its own line item for prior periods presented to be consistent with the current year presentation. Revenue Recognition Rental Revenue The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements 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. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term and the Company recognizes a general allowance on a portfolio-wide basis. For leases that are deemed not probable of collection, revenue is recorded as cash is received and the Company reduces rental revenue for any straight-line rent receivables. The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue. During the three and nine months ended September 30, 2020, rental revenue was reduced by $9.6 million and $28.2 million, respectively, which included (i) $5.1 million and $6.6 million, respectively, of an increase to the general allowance, (ii) $4.8 million and $14.3 million, respectively, for amounts not probable of collection, and (iii) an offset of $0.3 million for straight-line rent receivables deemed collectible and $7.3 million for straight-line rent receivables, respectively. Of the $9.6 million and $28.2 million reduction to rental revenue for the three and nine months ended September 30, 2020, respectively, $10.2 million and $18.6 million, respectively was related to the impact of the novel coronavirus (“COVID-19”) pandemic, of which $5.1 million and $6.0 million, respectively, represented an increase to the general allowance, $4.1 million and $7.9 million, respectively, represented amounts not probable of collection, and $1.0 million and $4.7 million, respectively, was for straight-line rent receivables. Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases. Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic The FASB issued a question-and-answer document, Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic for concessions related to the effects of COVID-19 that provide a deferral of payments with no substantive changes to the consideration of the original contract allows an entity to elect to not analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and to elect to apply or not apply the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), to those contracts (the “COVID-19 Lease Concessions Relief”). For eligible concessions, the Company has elected not to apply the lease modification guidance in ASC 842. As such, the Company accounts for eligible deferral concessions as if there were no changes made to the lease agreement and, accordingly, continues to recognize income and increases the lease receivable. Ineligible concessions are accounted for as a lease modification under ASC 842, which requires the Company to reevaluate the lease classification and remeasure and reallocate the consideration over the remaining lease term, and include any prepaid rent liabilities and accrued rent assets relating to the original lease as part of the lease payments for the modified lease. During the three and nine months ended September 30, 2020, the Company had $3.9 million and $16.7 million, respectively, of rental revenue related to deferral agreements executed through October 23, 2020, which qualify for the COVID-19 Lease Concessions Relief. During the three and nine months ended September 30, 2020 the Company abated $6.5 million of rental revenue, $5.9 million of which related to third quarter rental revenue pursuant to lease amendments executed through September 30, 2020 and $0.6 million of which is second quarter rental revenue pursuant to lease amendments executed from July 1, 2020 through September 30, 2020, and $17.7 million of rental revenue, respectively, pursuant to lease amendments executed through September 30, 2020, which increased the weighted average lease term for the related properties. In accordance with ASC 842, the Company recorded $5.7 million as straight-line rent in each of the three and nine months ended September 30, 2020 and reduced rental income by $0.8 million and $12.0 million, respectively, related to the lease amendments. Fees from Managed Partnerships The Company provides various services to our unconsolidated joint venture entities in exchange for fees. Total asset and property management and acquisition fees earned in connection with these entities was $1.6 million and $0.3 million for the three months ended September 30, 2020 and 2019, respectively, and $2.6 million and $0.5 million for the nine months ended September 30, 2020 and 2019, respectively. Litigation and non-routine costs, net The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies. Litigation and non-routine costs, net include the following costs and recoveries (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Litigation and non-routine costs, net: Audit Committee Investigation and related matters (1) (2) $ 105 $ 32,051 $ (6,106) $ 69,509 Legal fees and expenses — — — 2 Litigation settlements — 799,973 — 812,208 Total costs 105 832,024 (6,106) 881,719 Insurance recoveries — — (2,471) (48,420) Other recoveries (3) — — — (26,536) Total $ 105 $ 832,024 $ (8,577) $ 806,763 ___________________________________ (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) The negative balance for the nine months ended September 30, 2020 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. (3) Represents the surrender of 2.9 million Limited Partner OP Units in connection with an SEC settlement entered into by principals of the Company’s former external manager. Equity-based Compensation The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the vesting period or when the requirements for exercise of the award have been met. As of September 30, 2020 , the General Partner had cumulatively awarded under its Equity Plan approximately 18.0 million shares of Common Stock, which was comprised of 4.0 million restricted share awards (“Restricted Shares”), net of the forfeiture of 3.7 million Restricted Shares through that date, 7.9 million restricted stock units (“Restricted Stock Units”), net of the forfeiture/cancellation of 2.0 million Restricted Stock Units through that date, 0.8 million deferred stock units (“Deferred Stock Units”), and 5.3 million stock options (“Stock Options”), net of forfeiture/cancellation of 0.3 million Stock Options through that date. Accordingly, as of such date, approximately 96.4 million additional shares were available for future issuance, excluding the effect of the 5.3 million Stock Options. At September 30, 2020, a total of 45,000 shares were awarded under the non-executive director restricted share plan out of the 99,000 shares reserved for issuance. The following is a summary of equity-based compensation expense for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Restricted Shares $ — $ — $ — $ 77 Time-Based Restricted Stock Units (1) 1,412 1,272 4,195 3,748 Long-Term Incentive-Based Restricted Stock Units 1,416 1,455 3,916 4,074 Deferred Stock Units 53 82 1,071 1,101 Stock Options 330 335 955 899 Total $ 3,211 $ 3,144 $ 10,137 $ 9,899 ___________________________________ (1) Includes stock compensation expense attributable to awards for which the requisite service period begins prior to the assumed future grant date. As of September 30, 2020, total unrecognized compensation expense related to these awards was approximately $18.8 million, with an aggregate weighted-average remaining term of 2.3 years. Restructuring During the nine months ended September 30, 2020, there were no restructuring expenses recorded. During the nine months ended September 30, 2019, the Company’s obligation to provide certain transition services for CCA Acquisition, LLC (the “Cole Purchaser”) terminated in accordance with the terms of a services agreement (the “Services Agreement”) with the Cole Purchaser and the Company recorded $10.1 million of restructuring expenses related to the reorganization of its business. Recent Accounting Pronouncements Financial Instruments - Credit Losses The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively Topic 326), effective January 1, 2020. Topic 326 was intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and required that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that was deducted from the amortized cost basis. The amendments in Topic 326 required the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminated the “incurred loss” methodology under current U.S. GAAP. Upon adoption, the Company determined the following to be within the scope of Topic 326: (i) investments in direct financing leases and (ii) other immaterial miscellaneous short term receivables. Due to the short term nature and collection history of the direct financing leases and management fee receivables and the creditworthiness of the direct financing lease tenants, the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Reference Rate Reform During the first quarter of 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Inter-Bank Offer Rate (“LIBOR”)-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Debt and Equity Accounting During the third quarter of 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 is intended to (i) reduce the number of accounting models for convertible debt instruments and convertible preferred stock, (ii) amend the guidance for the derivatives scope exception for contracts in an entity’s own equity and (iii) amend the related earnings per share guidance by requiring the application of the if-converted method for calculating diluted earnings per share and eliminating the treasury stock method. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Real Estate Investments and Rel
Real Estate Investments and Related Intangibles | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Real Estate Investments and Related Intangibles | Real Estate Investments and Related Intangibles Property Acquisitions During the nine months ended September 30, 2020, the Company acquired controlling financial interests in 25 commercial properties for an aggregate purchase price of $147.1 million (the “2020 Acquisitions”), which includes one land parcel for build-to-suit development, further discussed below and $0.9 million of external acquisition-related expenses that were capitalized. During the nine months ended September 30, 2019, the Company acquired controlling financial interests in 40 commercial properties for an aggregate purchase price of $260.7 million (the “2019 Acquisitions”), which includes $1.4 million of external acquisition-related expenses that were capitalized. The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Nine Months Ended September 30, 2020 2019 Real estate investments, at cost: Land $ 19,953 $ 47,749 Buildings, fixtures and improvements 95,728 181,904 Total tangible assets 115,681 229,653 Acquired intangible assets: In-place leases and other intangibles (1) 15,739 31,062 Above-market leases (2) 15,701 — Total purchase price of assets acquired $ 147,121 $ 260,715 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 18.1 years and 15.2 years for 2020 Acquisitions and 2019 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 20.1 years for 2020 Acquisitions. As of September 30, 2020, the Company invested $26.4 million, including $0.3 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 $18.4 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 nine months ended September 30, 2020, the Company disposed of 63 properties, including the sale of three consolidated properties to the office partnership, for an aggregate gross sales price of $376.2 million, of which our share was $373.4 million after the profit participation payments related to the disposition of four Red Lobster properties. The dispositions resulted in proceeds of $346.7 million after closing costs, including proceeds from the contribution of properties to the office partnership. The Company recorded a gain of $77.2 million related to the dispositions, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. During the nine months ended September 30, 2019, the Company disposed of 107 properties, including the sale of six consolidated properties to the industrial partnership, and one property sold through a foreclosure by the lender, for an aggregate gross sales price of $926.0 million, of which our share was $905.9 million after the profit participation payment related to the disposition of 33 Red Lobster properties. The dispositions resulted in proceeds of $846.0 million after closing costs and contributions to the industrial partnership. The Company recorded a gain of $251.9 million related to the 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. As of September 30, 2020, there were two properties classified as held for sale with a carrying value of $1.9 million, included in real estate assets held for sale, net, primarily comprised of land of $0.5 million and building, fixtures and improvements, net of $1.5 million, in the accompanying consolidated balance sheets, and are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. As of December 31, 2019, there were five properties classified as held for sale. During the nine months ended September 30, 2020, the Company recorded a loss of $0.3 million related to held for sale properties. During the nine months ended September 30, 2019 the Company recorded a loss of $0.8 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 September 30, 2020 and December 31, 2019 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2020 December 31, 2019 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $802,778 and $748,689, respectively 16.3 $ 755,914 $ 854,196 Leasing commissions, net of accumulated amortization of $7,011 and $6,027, respectively 9.3 17,221 17,808 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $124,953 and $112,438, respectively 16.9 165,022 165,483 Total intangible lease assets, net $ 938,157 $ 1,037,487 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $103,156 and $99,315, respectively 19.6 $ 124,009 $ 143,583 The aggregate amount of amortization of above-market and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $1.9 million and $2.0 million for the nine months ended September 30, 2020 and 2019, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $103.5 million and $96.9 million for the nine months ended September 30, 2020 and 2019, respectively. The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of September 30, 2020 (in thousands) : Remainder of 2020 2021 2022 2023 2024 2025 In-place leases and other intangibles: Total projected to be included in amortization expense $ 28,521 $ 105,740 $ 93,571 $ 83,429 $ 73,162 $ 61,187 Leasing commissions: Total projected to be included in amortization expense 705 2,776 2,632 2,357 2,140 1,871 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 4,978 19,492 18,683 17,740 16,369 14,902 Below-market lease liabilities: Total projected to be included in rental revenue 4,004 13,964 13,135 12,413 10,566 9,347 Consolidated Joint Venture The Company had an interest in one consolidated joint venture that owned one property as of September 30, 2020 and December 31, 2019. As of September 30, 2020 and December 31, 2019, the consolidated joint venture had total assets of $33.2 million and $32.5 million, respectively, of which $29.7 million and $29.6 million, respectively, were real estate investments, net of accumulated depreciation and amortization at each of the respective dates. The property is secured by a mortgage note payable, which is non-recourse to the Company and had a balance of $14.8 million and $14.3 million as of September 30, 2020 and December 31, 2019, 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 is generally required to obtain the approval of the joint venture partner in accordance with the joint venture agreement for any major transactions. The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. Unconsolidated Joint Ventures The following is a summary of the Company’s investments in unconsolidated joint ventures as of September 30, 2020 and December 31, 2019 and for the nine months ended September 30, 2020 and 2019 (dollar amounts in thousands): Carrying Amount of Equity in Income Nine Months Ended Investment Ownership % (1) Number of Properties September 30, 2020 December 31, 2019 September 30, 2020 September 30, 2019 Faison JV Bethlehem GA (2) 90% 1 $ 40,533 $ 40,416 $ 1,442 $ 1,583 Industrial Partnership (3) 20% 7 46,024 28,409 584 99 Office Partnership (4) 20% 4 13,782 — 380 — ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The total carrying amount of the investment was greater than the underlying equity in net assets by $4.3 million and $4.7 million as of September 30, 2020 and December 31, 2019, respectively. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment asset acquired in connection with mergers. The step up in fair value was allocated to the individual investment asset and is being amortized in accordance with the Company’s depreciation policy. On September 18, 2020, the Faison JV Bethlehem GA joint venture partner exercised its put option to require the Company to purchase its 10% ownership interest in the joint venture on or before November 4, 2020. (3) During the nine months ended September 30, 2020, the industrial partnership acquired one property from a third party for a purchase price of $246.8 million . (4) During the nine months ended September 30, 2020, the office partnership acquired one property from a third party for a purchase price of $33.1 million. The unconsolidated joint ventures had total aggregate debt outstanding of $534.3 million as of September 30, 2020, which is non-recourse to the Company, as discussed in Note 6 – Debt. There was $269.3 million of debt outstanding related to the unconsolidated joint ventures as of December 31, 2019. The Company and the respective unconsolidated joint venture partners are subject to the provisions of the applicable joint venture agreements, which include provisions for when additional contributions may be required to fund certain cash shortfalls, including the Company’s share of expansion project capital expenditures. |
Rent and Tenant Receivables and
Rent and Tenant Receivables and Other Assets, Net | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Rent and Tenant Receivables and Other Assets, Net | Rent and Tenant Receivables and Other Assets, Net Rent and tenant receivables and other assets, net consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Straight-line rent receivable $ 271,283 $ 266,195 Accounts receivable 64,733 41,556 Mezzanine position 9,959 — Deferred costs, net (1) 5,924 7,208 Investment in direct financing leases, net 8,198 9,341 Investment in Cole REITs (2) 6,943 7,552 Prepaid expenses 6,467 3,453 Leasehold improvements, property and equipment, net (3) 4,230 4,809 Other assets, net 13,502 8,281 Total $ 391,239 $ 348,395 ___________________________________ (1) Amortization expense for deferred costs related to the revolving credit facilities totaled $0.8 million and $0.9 million for the three months ended September 30, 2020 and 2019, respectively, and $2.3 million and $2.9 million for the nine months ended September 30, 2020 and 2019, respectively. Accumulated amortization for deferred costs related to the revolving credit facilities was $52.1 million and $49.8 million as of September 30, 2020 and December 31, 2019, respectively. (2) The Company has 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”), (collectively, the “Cole REITs”) and carries these investments at fair value. During the nine months ended September 30, 2020, the Company recognized a loss of $0.6 million related to the change in fair value, which is included in other income, net in the accompanying consolidated statements of operations. |
Fair Value Measures
Fair Value Measures | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | Fair Value Measures The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. U.S. GAAP guidance defines three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect that changes in classifications between levels will be frequent. Items Measured at Fair Value on a Recurring Basis The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of September 30, 2020 Assets: Investment in Cole REITs $ — $ — $ 6,943 $ 6,943 Liabilities: Derivative liabilities $ — $ (97,511) $ — $ (97,511) Level 1 Level 2 Level 3 Balance as of December 31, 2019 Assets: Derivative assets $ — $ 250 $ — $ 250 Investment in Cole REITs — — 7,552 7,552 Total assets $ — $ 250 $ 7,552 $ 7,802 Liabilities: Derivative liabilities $ — $ (28,081) $ — $ (28,081) Derivative Assets and Liabilities – The Company’s derivative financial instruments relate to interest rate swaps. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of September 30, 2020 and December 31, 2019, 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, as most recently disclosed by each applicable REIT. Each of the Cole REIT’s share redemption programs includes restrictions that limit the number of shares redeemed by the respective Cole REIT. The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2020 and 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2020 $ 7,552 Unrealized loss included in other income, net (609) Ending Balance, September 30, 2020 $ 6,943 Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292) Ending Balance, September 30, 2019 $ 7,552 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 for real estate investments and investments in unconsolidated entities, 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 47 properties were deemed to be impaired resulting in impairment charges of $36.9 million during the nine months ended September 30, 2020. The impairment charges relate to certain office, retail and restaurant properties whose tenants filed for Chapter 11 bankruptcy during the nine months ended September 30, 2020, were identified by management for potential sale or were determined would not be re-leased by the tenant. As a result of the COVID-19 pandemic, the Company considered whether there was any indication of impairment for properties that did not otherwise have potential impairment indicators and identified five properties to include on the Company’s impairment watch list as of September 30, 2020, however there were no additional impairment charges as a result of this assessment. Based on the Company’s expected holding period for the properties and the economic conditions as of September 30, 2020, the Company believes that their carrying values are recoverable. However, the COVID-19 pandemic has negatively impacted the businesses of certain of our tenants so the Company continues to monitor for circumstances and events in future periods, which may result in impairment charges. During the nine months ended September 30, 2019, net real estate assets related to 53 properties, were deemed to be impaired resulting in impairment charges of $24.2 million. The impairment charges related to certain office, retail and restaurant properties that, during the nine months ended September 30, 2019, management identified for potential sale or determined, based on discussions with the current tenants, would not be re-leased by the tenant and the Company believed the property would not be leased to another tenant at a rental rate that supports the current book value. The Company estimates fair values using Level 3 inputs and uses a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and make certain key assumptions, including, but not limited to, the following: (1) capitalization rate; (2) discount rates; (3) number of years property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental revenue and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants. For the Company’s impairment tests for the real estate assets during the nine months ended September 30, 2020, the Company used a range of discount rates from 7.9% to 8.6% with a weighted-average rate of 8.3% and capitalization rates from 7.4% to 8.1% with a weighted-average rate of 7.8%. Goodwill – The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. As a result of a decrease in the Company’s stock price during the nine months ended September 30, 2020, the Company assessed its goodwill for impairment as of September 30, 2020, which resulted in no impairments. The Company continues to monitor factors that may impact the fair value of goodwill including, but not limited to, market comparable company multiples, interest rates, and global economic conditions. Fair Value of Financial Instruments The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash and accounts payable approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature and are classified as Level 1 under the fair value hierarchy. The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at September 30, 2020 Fair Value at September 30, 2020 Carrying Amount at December 31, 2019 Fair Value at December 31, 2019 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,336,629 $ 1,385,727 $ 1,535,918 $ 1,590,915 Corporate bonds, net 2 3,435,457 3,689,038 2,839,581 3,022,087 Convertible debt, net 2 252,388 256,098 319,947 327,237 Credit facility 2 900,000 900,000 1,050,000 1,050,000 Total liabilities $ 5,924,474 $ 6,230,863 $ 5,745,446 $ 5,990,239 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of observable market interest rates. Corporate bonds and convertible debt are valued using quoted market prices in active markets with limited trading volume when available. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2020, the Company had $5.9 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 4.6 years and a weighted-average interest rate of 4.19%. The following table summarizes the carrying value of debt as of September 30, 2020 and December 31, 2019, and the debt activity for the nine months ended September 30, 2020 (in thousands): Nine Months Ended September 30, 2020 Balance as of December 31, 2019 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of September 30, 2020 Mortgage note payable: Outstanding balance $ 1,529,057 $ 1,032 $ (195,991) $ — $ 1,334,098 Net premiums (1) 6,861 — (415) (3,915) 2,531 Deferred costs (7,784) (326) 65 1,590 (6,455) Mortgage notes payable, net 1,528,134 706 (196,341) (2,325) 1,330,174 Corporate bonds: Outstanding balance 2,850,000 600,000 — — 3,450,000 Discount (2) (10,419) (5,136) — 1,012 (14,543) Deferred costs (25,842) (5,908) — 2,682 (29,068) Corporate bonds, net 2,813,739 588,956 — 3,694 3,406,389 Convertible debt: Outstanding balance 321,802 — (69,083) — 252,719 Discount (2) (1,855) — 156 1,368 (331) Deferred costs (1,764) — 148 1,305 (311) Convertible debt, net 318,183 — (68,779) 2,673 252,077 Credit facility: Outstanding balance 1,050,000 902,000 (1,052,000) — 900,000 Deferred costs (3) (4,331) (5) — 966 (3,370) Credit facility, net 1,045,669 901,995 (1,052,000) 966 896,630 Total debt $ 5,705,725 $ 1,491,657 $ (1,317,120) $ 5,008 $ 5,885,270 ____________________________________ (1) Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective mortgage notes using the effective-interest method. (2) Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. (3) Deferred costs relate to the Credit Facility Term Loan, as defined in the “Credit Facility” section below. Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of September 30, 2020 (dollar amounts in thousands): Encumbered Properties Net Carrying Value of Collateralized Properties (1) Outstanding Balance Weighted-Average Interest Rate (2) Weighted-Average Years to Maturity (3) Fixed-rate debt 278 $ 1,745,907 $ 1,318,937 5.01 % 2.3 Variable-rate debt 1 29,678 15,161 3.75 % (4) 0.9 Total (5) 279 $ 1,775,585 $ 1,334,098 4.99 % 2.3 ____________________________________ (1) Net carrying value is real estate assets, including investment in direct financing leases, net of real estate liabilities. (2) Weighted average interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of September 30, 2020. (5) The table above does not include mortgage notes associated with unconsolidated joint ventures of $534.3 million, which are non-recourse to the Company. The Company’s mortgage loan agreements generally restrict corporate guarantees and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as debt service coverage ratios and minimum net operating income). The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. At September 30, 2020, 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 September 30, 2020 (in thousands): Total October 1, 2020 - December 31, 2020 $ 859 2021 314,084 2022 266,951 2023 124,217 2024 621,021 2025 1,078 Thereafter 5,888 Total $ 1,334,098 Corporate Bonds As of September 30, 2020, the OP had $3.45 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance September 30, 2020 Interest Rate Maturity Date 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 2028 Senior Notes 600,000 3.400 % January 15, 2028 2029 Senior Notes 600,000 3.100 % December 15, 2029 Total balance and weighted-average interest rate $ 3,450,000 4.069 % On June 29, 2020, the Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating Partnership’s 3.40% Senior Notes due 2028 (the “2028 Senior Notes”). 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 60 or fewer days prior to the maturity date with respect to the 2025 Senior Notes, 90 or fewer days prior to the maturity date with respect to the 2024 Senior Notes, the 2026 Senior Notes, the 2027 Senior Notes and the 2029 Senior Notes, or on or after November 15, 2027, with respect to the 2028 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 1.5x and (iv) a minimum unencumbered asset value of at least 150% of the aggregate principal amount of all of the outstanding Unsecured Debt (as defined in the indenture). As of September 30, 2020, 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 During the nine months ended September 30, 2020, the Company repurchased $69.1 million of its 3.75% Convertible Senior Notes due 2020. As of September 30, 2020, the Company’s 2020 Convertible Notes had a balance of $252.7 million outstanding, which excludes the carrying value of the conversion options recorded within additional paid-in capital of $12.1 million and the unamortized discount of $0.3 million. The discount will be amortized over the remaining term of 0.2 years. The 2020 Convertible Notes bear interest at an annual rate of 3.75%. The 2020 Convertible Notes may be converted into cash, shares of the Company’s Common Stock or a combination thereof, in limited circumstances prior to June 15, 2020, and may be converted into such consideration at any time on or after June 15, 2020. As of September 30, 2020, the conversion rate was 66.7249 shares of the Company’s Common Stock per $1,000 principal amount of 2020 Convertible Notes, which reflects adjustments to the initial conversion rate pursuant to the terms of the applicable indenture as a result of cash dividend payments. There were no changes to the terms of the 2020 Convertible Notes during the nine months ended September 30, 2020 and the Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of September 30, 2020. 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 provided for maximum borrowings of $2.9 billion, originally consisting of 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”). Effective December 27, 2019, the Company reduced the amount available under its Revolving Credit Facility from $2.0 billion to $1.5 billion. On May 27, 2020, the Operating Partnership and the Company, entered into Amendment No. 1 to the Credit Agreement (the “Amendment”) which, among other things, modifies the measurement period for certain financial covenants (and relevant associated definitions) from either the prior quarterly period annualized or the prior six month period to the four consecutive fiscal quarter period most recently ending. As of September 30, 2020, no amounts were outstanding under the Revolving Credit Facility and the full $900.0 million was drawn on the Credit Facility Term Loan. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility is $50.0 million. As of September 30, 2020, there were $4.0 million of letters of credit outstanding. The Revolving Credit Facility generally bears interest at an annual rate of 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. The Credit Facility Term Loan interest rate was 3.59% as of September 30, 2020, pursuant to the terms of the related swap agreements discussed in Note 7 – Derivatives and Hedging Activities. 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 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 1.5x, (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 1.75x. The Company believes that it was in compliance with the financial covenants pursuant to the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of September 30, 2020. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Cash Flow Hedges of Interest Rate Risk The Company has interest rate swap agreements with an aggregate $900.0 million notional amount, which were designated as cash flow hedges. The Company also has forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges as well as their classification in the consolidated balance sheets as of September 30, 2020 and December 31, 2019 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location September 30, 2020 December 31, 2019 Interest rate swaps Rent and tenant receivables and other assets, net $ — $ 250 Interest rate swaps Derivative, deferred rent and other liabilities $ (97,511) $ (28,081) During the three and nine months ended September 30, 2020, the Company recorded unrealized gains of $3.7 million and losses of $81.4 million, respectively, and losses of $20.9 million and $48.5 million, respectively, for the three and nine months ended September 30, 2019 for changes in the fair value of the cash flow hedges in accumulated other comprehensive income. The Company reclassified previous losses of $5.4 million and $12.0 million for the three and nine months ended September 30, 2020, respectively, and losses of $0.7 million and $0.9 million for the three and nine months ended September 30, 2019, respectively, from accumulated other comprehensive income into interest expense as a result of the hedged transactions impacting earnings. During the next twelve months, the Company estimates that an additional $21.7 million will be reclassified from other comprehensive income as an increase to interest expense. Tabular Disclosure of Offsetting Derivatives The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of September 30, 2020 and December 31, 2019 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount September 30, 2020 $ — $ (97,511) $ — $ — $ (97,511) $ — $ — $ (97,511) December 31, 2019 $ 250 $ (28,081) $ — $ 250 $ (28,081) $ — $ — $ (27,831) Credit Risk Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision specifying that if the Company either defaults or is capable of being declared in default on any of its indebtedness, the Company could also be declared in default on its derivative obligations. As of September 30, 2020, the Company has not posted any collateral related to these agreements and was not in breach of any provisions in these agreements. If the Company had breached any of these agreements, it could have been required to settle its obligations under the agreements at their aggregate termination value of $99.0 million at September 30, 2020. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental Cash Flow Disclosures Supplemental cash flow information was as follows for the nine months ended September 30, 2020 and 2019 (in thousands): Nine Months Ended September 30, 2020 2019 Supplemental disclosures: Cash paid for interest $ 176,694 $ 203,438 Cash paid for income taxes $ 5,601 $ 4,474 Non-cash investing and financing activities: Accrued capital expenditures, tenant improvements and real estate developments $ 8,831 $ 13,670 Real estate contributions to industrial partnership and office partnership $ 17,240 $ 29,577 Distributions declared and unpaid $ 85,421 $ 150,970 Distributions payable relinquished $ — $ 7,799 Surrender of Limited Partner OP Units $ — $ 191,974 Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure $ — $ 19,525 Real estate investments received from lease related transactions $ 259 $ — Nonmonetary exchanges: Exchange of real estate investments $ — $ 8,900 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Accrued interest $ 45,196 $ 31,925 Accrued real estate and other taxes 34,671 25,320 Accounts payable 1,684 1,779 Accrued legal fees and litigation settlements 523 25,571 Accrued other 30,027 41,725 Total $ 112,101 $ 126,320 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is involved in various routine legal proceedings and claims incidental to the ordinary course of its business. There are no material legal proceedings pending against the Company, except as follows: Government Investigations and Litigation Relating to the Audit Committee Investigation As previously reported, on October 29, 2014, the Company filed a Current Report on Form 8-K (the “October 29 8-K”) reporting the Audit Committee’s conclusion, based on the preliminary findings of its investigation, that certain previously issued consolidated financial statements of the Company, including those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, and related financial information should no longer be relied upon. The Company also reported that the Audit Committee had based its conclusion on the preliminary findings of its investigation into concerns regarding accounting practices and other matters that were first reported to the Audit Committee in early September 2014 and that the Audit Committee believed that an error in the calculation of adjusted funds from operations for the first quarter of 2014 had been identified but intentionally not corrected when the Company reported its financial results for the three and six months ended June 30, 2014. Prior to the filing of the October 29 8-K, the Audit Committee previewed for the SEC the information contained in the filing. Subsequent to that filing, the SEC provided notice that it had commenced a formal investigation and issued subpoenas calling for the production of various documents. In addition, the United States Attorney’s Office for the Southern District of New York contacted counsel for the Audit Committee and counsel for the Company with respect to this matter, and the Secretary of the Commonwealth of Massachusetts issued a subpoena calling for the production of various documents. The Company cooperated with these regulators throughout their investigations. The U.S. Attorney’s Office concluded that it did not intend to bring any criminal charges against the Company arising from its investigation and the Company believes that the investigation by the Secretary of the Commonwealth of Massachusetts is no longer pending. On November 18, 2019, the Company announced it had reached agreement with the staff of the Enforcement Division of the SEC on the material terms of a negotiated resolution relating to the SEC's investigation of the matters disclosed in the Company's October 29 8-K. The agreement with the SEC staff, which was approved by the SEC's Commissioners on June 23, 2020, required payment of $8.0 million as a civil penalty, which payment was made by the Company during the third quarter of 2020. Purchase Commitments In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. Joint Ventures As discussed in Note 3 – Real Estate Investments and Related Intangibles, on September 18, 2020, the Faison JV Bethlehem GA joint venture partner exercised its put option to require the Company to purchase its 10% ownership interest in the joint venture on or before November 4, 2020. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material adverse effect on the results of operations. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases Lessor The Company is the lessor for its 3,820 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.08 years to 24.4 years. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fixed: Cash rent (1) $ 255,996 $ 272,032 $ 778,697 $ 831,931 Straight-line rent (2) 12,595 5,470 18,053 20,925 Lease intangible amortization (393) (692) (1,929) (2,034) Property operating cost reimbursements 1,581 1,418 4,372 4,304 Sub-lease (3) 5,175 5,328 15,718 16,099 Total fixed 274,954 283,556 814,911 871,225 Variable (4) 18,585 19,219 55,438 60,008 Income from direct financing leases 153 210 505 638 Total rental revenue $ 293,692 $ 302,985 $ 870,854 $ 931,871 ____________________________________ (1) For the three and nine months ended September 30, 2020, the Company had $3.9 million and $16.7 million, respectively, of rental revenue related to deferral agreements executed through October 23, 2020, which qualify for the COVID-19 Lease Concessions Relief. For the three and nine months ended September 30, 2020, cash rent was negatively impacted by (i) $6.5 million and $17.7 million, respectively, of abated rental revenue pursuant to lease amendments executed through September 30, 2020, which increased the weighted average lease term for the related properties and (ii) a reduction to rental revenue of $9.2 million and $13.9 million, respectively, that was related to the impact of the COVID-19 pandemic, of which $5.1 million and $6.0 million, respectively, represented an increase to the general allowance for rental revenue that the Company believes it may abate as a result of lease amendments and $4.1 million and $7.9 million, respectively, represented amounts not probable of collection at September 30, 2020 and rental revenue will be recognized as cash is received. (2) For the three and nine months ended September 30, 2020, straight-line rent was reduced by $1.0 million and $4.7 million, respectively, that was related to the impact of the COVID-19 pandemic, for straight-line rent receivables that were deemed not probable of collection. (3) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (4) 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 as of September 30, 2020 (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 Future Minimum (1) October 1, 2020 - December 31, 2020 $ 257,995 $ 534 2021 1,029,882 2,014 2022 975,313 1,925 2023 911,354 1,565 2024 839,902 510 2025 735,684 169 Thereafter 4,515,176 655 Total $ 9,265,306 $ 7,372 ____________________________________ (1) Related to 19 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.1 years to 78.9 years, some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 15.9 years as of September 30, 2020. 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 September 30, 2020. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost (1) $ 5,933 $ 5,794 $ 19,643 $ 18,190 Sublease income (2) $ (5,175) $ (5,328) $ (15,718) $ (16,099) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million, respectively, the Company reduced the right-of-use assets by $2.5 million and operating lease liabilities by $3.0 million, for non-cash activity related to dispositions and lease modifications during the nine months ended September 30, 2019. During the nine months ended September 30, 2020, the Company increased the right-of-use assets and operating lease liabilities each by $0.9 million. The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of September 30, 2020 (in thousands). Future Minimum Lease Payments October 1, 2020 - December 31, 2020 $ 5,459 2021 22,173 2022 22,055 2023 21,620 2024 21,015 2025 20,594 Thereafter 208,598 Total 321,514 Less: imputed interest 107,412 Total $ 214,102 |
Leases | Leases Lessor The Company is the lessor for its 3,820 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.08 years to 24.4 years. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fixed: Cash rent (1) $ 255,996 $ 272,032 $ 778,697 $ 831,931 Straight-line rent (2) 12,595 5,470 18,053 20,925 Lease intangible amortization (393) (692) (1,929) (2,034) Property operating cost reimbursements 1,581 1,418 4,372 4,304 Sub-lease (3) 5,175 5,328 15,718 16,099 Total fixed 274,954 283,556 814,911 871,225 Variable (4) 18,585 19,219 55,438 60,008 Income from direct financing leases 153 210 505 638 Total rental revenue $ 293,692 $ 302,985 $ 870,854 $ 931,871 ____________________________________ (1) For the three and nine months ended September 30, 2020, the Company had $3.9 million and $16.7 million, respectively, of rental revenue related to deferral agreements executed through October 23, 2020, which qualify for the COVID-19 Lease Concessions Relief. For the three and nine months ended September 30, 2020, cash rent was negatively impacted by (i) $6.5 million and $17.7 million, respectively, of abated rental revenue pursuant to lease amendments executed through September 30, 2020, which increased the weighted average lease term for the related properties and (ii) a reduction to rental revenue of $9.2 million and $13.9 million, respectively, that was related to the impact of the COVID-19 pandemic, of which $5.1 million and $6.0 million, respectively, represented an increase to the general allowance for rental revenue that the Company believes it may abate as a result of lease amendments and $4.1 million and $7.9 million, respectively, represented amounts not probable of collection at September 30, 2020 and rental revenue will be recognized as cash is received. (2) For the three and nine months ended September 30, 2020, straight-line rent was reduced by $1.0 million and $4.7 million, respectively, that was related to the impact of the COVID-19 pandemic, for straight-line rent receivables that were deemed not probable of collection. (3) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (4) 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 as of September 30, 2020 (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 Future Minimum (1) October 1, 2020 - December 31, 2020 $ 257,995 $ 534 2021 1,029,882 2,014 2022 975,313 1,925 2023 911,354 1,565 2024 839,902 510 2025 735,684 169 Thereafter 4,515,176 655 Total $ 9,265,306 $ 7,372 ____________________________________ (1) Related to 19 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.1 years to 78.9 years, some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 15.9 years as of September 30, 2020. 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 September 30, 2020. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost (1) $ 5,933 $ 5,794 $ 19,643 $ 18,190 Sublease income (2) $ (5,175) $ (5,328) $ (15,718) $ (16,099) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million, respectively, the Company reduced the right-of-use assets by $2.5 million and operating lease liabilities by $3.0 million, for non-cash activity related to dispositions and lease modifications during the nine months ended September 30, 2019. During the nine months ended September 30, 2020, the Company increased the right-of-use assets and operating lease liabilities each by $0.9 million. The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of September 30, 2020 (in thousands). Future Minimum Lease Payments October 1, 2020 - December 31, 2020 $ 5,459 2021 22,173 2022 22,055 2023 21,620 2024 21,015 2025 20,594 Thereafter 208,598 Total 321,514 Less: imputed interest 107,412 Total $ 214,102 |
Leases | Leases Lessor The Company is the lessor for its 3,820 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.08 years to 24.4 years. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fixed: Cash rent (1) $ 255,996 $ 272,032 $ 778,697 $ 831,931 Straight-line rent (2) 12,595 5,470 18,053 20,925 Lease intangible amortization (393) (692) (1,929) (2,034) Property operating cost reimbursements 1,581 1,418 4,372 4,304 Sub-lease (3) 5,175 5,328 15,718 16,099 Total fixed 274,954 283,556 814,911 871,225 Variable (4) 18,585 19,219 55,438 60,008 Income from direct financing leases 153 210 505 638 Total rental revenue $ 293,692 $ 302,985 $ 870,854 $ 931,871 ____________________________________ (1) For the three and nine months ended September 30, 2020, the Company had $3.9 million and $16.7 million, respectively, of rental revenue related to deferral agreements executed through October 23, 2020, which qualify for the COVID-19 Lease Concessions Relief. For the three and nine months ended September 30, 2020, cash rent was negatively impacted by (i) $6.5 million and $17.7 million, respectively, of abated rental revenue pursuant to lease amendments executed through September 30, 2020, which increased the weighted average lease term for the related properties and (ii) a reduction to rental revenue of $9.2 million and $13.9 million, respectively, that was related to the impact of the COVID-19 pandemic, of which $5.1 million and $6.0 million, respectively, represented an increase to the general allowance for rental revenue that the Company believes it may abate as a result of lease amendments and $4.1 million and $7.9 million, respectively, represented amounts not probable of collection at September 30, 2020 and rental revenue will be recognized as cash is received. (2) For the three and nine months ended September 30, 2020, straight-line rent was reduced by $1.0 million and $4.7 million, respectively, that was related to the impact of the COVID-19 pandemic, for straight-line rent receivables that were deemed not probable of collection. (3) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (4) 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 as of September 30, 2020 (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 Future Minimum (1) October 1, 2020 - December 31, 2020 $ 257,995 $ 534 2021 1,029,882 2,014 2022 975,313 1,925 2023 911,354 1,565 2024 839,902 510 2025 735,684 169 Thereafter 4,515,176 655 Total $ 9,265,306 $ 7,372 ____________________________________ (1) Related to 19 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.1 years to 78.9 years, some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 15.9 years as of September 30, 2020. 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 September 30, 2020. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost (1) $ 5,933 $ 5,794 $ 19,643 $ 18,190 Sublease income (2) $ (5,175) $ (5,328) $ (15,718) $ (16,099) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million, respectively, the Company reduced the right-of-use assets by $2.5 million and operating lease liabilities by $3.0 million, for non-cash activity related to dispositions and lease modifications during the nine months ended September 30, 2019. During the nine months ended September 30, 2020, the Company increased the right-of-use assets and operating lease liabilities each by $0.9 million. The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of September 30, 2020 (in thousands). Future Minimum Lease Payments October 1, 2020 - December 31, 2020 $ 5,459 2021 22,173 2022 22,055 2023 21,620 2024 21,015 2025 20,594 Thereafter 208,598 Total 321,514 Less: imputed interest 107,412 Total $ 214,102 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity | Equity Common Stock and General Partner OP Units The General Partner is authorized to issue up to 1.5 billion shares of Common Stock. As of September 30, 2020, the General Partner had approximately 1.1 billion shares of Common Stock issued and outstanding. Additionally, the Operating Partnership had approximately 1.1 billion General Partner OP Units issued and outstanding as of September 30, 2020, corresponding to the General Partner’s outstanding shares of Common Stock. Common Stock Continuous Offering Program The Company has a continuous equity offering program pursuant to which the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022 in “at-the-market” offerings or certain other transactions (the “ATM Program”). The proceeds from any sale of shares under the ATM Program have been or will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. During the nine months ended September 30, 2020, the Company issued an aggregate of 13.3 million shares under the ATM Program, at a weighted average price per share of $6.81, for gross proceeds of $90.6 million. The weighted average price per share, net of commissions, was $6.73, for net proceeds of $89.4 million. As of September 30, 2020, the Company had $572.7 million available to be sold under the ATM Program. The Company incurred $0.1 million of other offering expenses. Series F Preferred Stock and Series F Preferred OP Units The Series F Preferred Stock pays cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis). The General Partner may, at its option, redeem shares of the Series F Preferred Stock, in whole or from time to time in part, at a redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for redemption. The shares of Series F Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the General Partner redeems or otherwise repurchases them or they become convertible and are converted into Common Stock (or, if applicable, alternative consideration). The Series F Preferred Stock trades on the NYSE under the symbol VER PRF. The Series F Preferred Units contain the same terms as the Series F Preferred Stock. During the nine months ended September 30, 2020, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock, representing approximately 38.87% of the issued and outstanding shares of Series F Preferred Stock as of the beginning of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus accrued and unpaid dividends. As of September 30, 2020, there were approximately 18.9 million shares of Series F Preferred Stock, approximately 18.9 million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and outstanding. Limited Partner OP Units As of September 30, 2020 the Operating Partnership had approximately 0.8 million Limited Partner OP Units outstanding. Common Stock Dividends On August 5, 2020, the Company’s Board of Directors declared a quarterly cash dividend of $0.077 per share of Common Stock for the third quarter of 2020 to stockholders of record as of September 30, 2020, which was paid on October 15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP Unit. Share Repurchase Program The Company has a share repurchase program (the “2019 Share Repurchase Program”) that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the 2019 Share Repurchase Program, 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 2019 Share Repurchase Program does not obligate the Company to make any repurchases at a specific time or in a specific situation and repurchases are influenced by 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 2019 Share Repurchase Program, if any, will be returned to the status of authorized but unissued shares of Common Stock. There were no share repurchases under the 2019 Share Repurchase Program during the nine months ended September 30, 2020. As of September 30, 2020, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. |
Net Income (Loss) Per Share_Uni
Net Income (Loss) Per Share/Unit | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share/Unit | Net Income (Loss) Per Share/Unit Net Income (Loss) Per Share The following is a summary of the basic and diluted net income (loss) per share computation for the General Partner for the three and nine months ended September 30, 2020 and 2019 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income (loss) $ 97,983 $ (741,529) $ 239,085 $ (378,274) Net (income) loss attributable to non-controlling interests (51) 15,089 (137) 6,796 Net income (loss) attributable to the General Partner 97,932 (726,440) 238,948 (371,478) Dividends to preferred shares and units (10,771) (16,578) (36,667) (52,524) Net income (loss) available to common stockholders used in basic net income per share 87,161 (743,018) 202,281 (424,002) Income (loss) attributable to limited partners 65 — 166 — Net income (loss) used in diluted net income per share $ 87,226 $ (743,018) $ 202,447 $ (424,002) Weighted average number of Common Stock outstanding - basic 1,083,687,807 978,982,729 1,080,010,859 973,760,599 Effect of Limited Partner OP Units and dilutive securities 1,450,569 — 1,429,965 — Weighted average number of common shares - diluted 1,085,138,376 978,982,729 1,081,440,824 973,760,599 Basic and diluted net income (loss) per share attributable to common stockholders $ 0.08 $ (0.76) $ 0.19 $ (0.43) The following were excluded from diluted net loss per share attributable to common stockholders, as the effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average unvested Restricted Shares and Restricted Stock Units (1) — 2,350,536 — 1,782,311 Weighted average stock options (1) — 772,924 — 433,849 Limited Partner OP Units — 20,793,463 — 22,720,350 _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method Net Income (Loss) Per Unit The following is a summary of the basic and diluted net income (loss) per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the three and nine months ended September 30, 2020 and 2019 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income (loss) $ 97,983 $ (741,529) $ 239,085 $ (378,274) Net loss attributable to non-controlling interests 14 25 29 83 Net income (loss) attributable to the Operating Partnership 97,997 (741,504) 239,114 (378,191) Dividends to preferred units (10,771) (16,578) (36,667) (52,524) Net income (loss) used in basic and diluted net income per unit $ 87,226 $ (758,082) $ 202,447 $ (430,715) Weighted average number of common units outstanding - basic 1,084,459,455 999,776,192 1,080,789,878 996,480,948 Effect of dilutive securities 678,921 — 650,946 — Weighted average number of common units - diluted 1,085,138,376 999,776,192 1,081,440,824 996,480,948 Basic and diluted net income (loss) per unit attributable to common unitholders $ 0.08 $ (0.76) $ 0.19 $ (0.43) The following were excluded from diluted net loss per unit attributable to common unitholders, as the effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average unvested Restricted Shares and Restricted Stock Units (1) — 2,350,536 — 1,782,311 Weighted average stock options (1) — 772,924 — 433,849 _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Real Estate Investment Activity From October 1, 2020 through October 30, 2020, the Company disposed of one property, for an aggregate gross sales price of $0.2 million, for an estimated gain of $0.1 million. From October 1, 2020 through October 30, 2020, the Company acquired seven properties for $20.3 million, a mezzanine position for an investment-grade distribution facility for $8.2 million and the Faison JV Bethlehem GA joint venture partner’s 10% ownership interest in the joint venture for $4.3 million, for an an aggregate purchase price of $32.8 million, excluding capitalized external acquisition-related expenses. Convertible Debt Subsequent to September 30, 2020, the Company repurchased an additional $8.7 million of its 3.75% Convertible Senior Notes due 2020. Common Stock Continuous Offering Program Subsequent to September 30, 2020, the Company issued an additional 0.5 million shares under the ATM Program, at a weighted average price per share of $7.04, for gross proceeds of $3.3 million. The weighted average price per share, net of commissions, was $6.96, for net proceeds of $3.2 million. Reverse Stock Split On November 5, 2020, VEREIT announced a one-for-five reverse stock split of its Common Stock which is expected to be effective after markets close on December 17, 2020 following the filing of amendments to its charter with the Maryland State Department of Assessments and Taxation whereby every five shares of VEREIT's issued and outstanding shares of Common Stock, $0.01 par value per share, will be converted into one share of Common Stock, $0.01 par value per share. VEREIT’s Common Stock is expected to begin trading on the NYSE on a split-adjusted basis beginning December 18, 2020. Fractional shares resulting from the reverse stock split will be paid in cash based on the trailing average closing price of VEREIT’s Common Stock on the New York Stock Exchange for a period of three days prior to the effective date. The reverse stock split will affect all record holders of VEREIT’s Common Stock uniformly and will not affect any record holder’s percentage ownership interest, except for de minimus changes as a result of the elimination of fractional shares. Trading in the Common Stock will continue on the NYSE under the symbol “VER” but the Common Stock will be assigned a new CUSIP number. The reverse stock split will reduce the number of shares of Common Stock outstanding but will not affect the number of VEREIT’s authorized shares of Common Stock. A corresponding reverse split of the outstanding OP Units will also be effective on December 17, 2020. The financial statements have not been adjusted because the reverse share split was not effective as of the filing date of this quarterly report. The reverse stock split will be applied retrospectively once it is effective. Common Stock Dividend On November 4, 2020, the Company’s Board of Directors declared a quarterly cash dividend for the fourth quarter of 2020 of $0.077 per share of Common Stock consistent with last quarter’s dividend. The dividend will be paid on January 15, 2021 to Common Stock stockholders of record as of December 31, 2020 and will be $0.385 per share after accounting for the expected one-for-five reverse stock split. An equivalent distribution by the Operating Partnership is applicable per OP Unit. Preferred Stock Dividend On November 4, 2020, the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for January 2021 through March 2021 with respect to the periods included in the table below. The corresponding record and payment dates for each month's Series F Preferred Stock dividend are also shown in the table below. The dividend for the Series F Preferred Stock accrues daily on a 360-day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30-day month. Period Record Date Payment Date December 15, 2020 - January 14, 2021 January 1, 2021 January 15, 2021 January 15, 2021 - February 14, 2021 February 1, 2021 February 16, 2021 February 15, 2021 - March 14, 2021 March 1, 2021 March 15, 2021 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the three and nine months ended September 30, 2020 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, 2019 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 26, 2020. 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 and statements of changes in equity. In addition, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income 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. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each annual reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of each of September 30, 2020 and December 31, 2019, there were approximately 0.8 million Limited Partner OP Units issued and outstanding, and 49,766 Limited Partner Series F Preferred Units issued and 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 consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling 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 | The fees from managed partnerships, which are fees earned from the Company’s unconsolidated joint venture entities, previously included in other income, net have been presented in its own line item for prior periods presented to be consistent with the current year presentation. |
Revenue Recognition | Rental Revenue The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements 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. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term and the Company recognizes a general allowance on a portfolio-wide basis. For leases that are deemed not probable of collection, revenue is recorded as cash is received and the Company reduces rental revenue for any straight-line rent receivables. The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue. During the three and nine months ended September 30, 2020, rental revenue was reduced by $9.6 million and $28.2 million, respectively, which included (i) $5.1 million and $6.6 million, respectively, of an increase to the general allowance, (ii) $4.8 million and $14.3 million, respectively, for amounts not probable of collection, and (iii) an offset of $0.3 million for straight-line rent receivables deemed collectible and $7.3 million for straight-line rent receivables, respectively. Of the $9.6 million and $28.2 million reduction to rental revenue for the three and nine months ended September 30, 2020, respectively, $10.2 million and $18.6 million, respectively was related to the impact of the novel coronavirus (“COVID-19”) pandemic, of which $5.1 million and $6.0 million, respectively, represented an increase to the general allowance, $4.1 million and $7.9 million, respectively, represented amounts not probable of collection, and $1.0 million and $4.7 million, respectively, was for straight-line rent receivables. Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases. Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic The FASB issued a question-and-answer document, Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic for concessions related to the effects of COVID-19 that provide a deferral of payments with no substantive changes to the consideration of the original contract allows an entity to elect to not analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and to elect to apply or not apply the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), to those contracts (the “COVID-19 Lease Concessions Relief”). For eligible concessions, the Company has elected not to apply the lease modification guidance in ASC 842. As such, the Company accounts for eligible deferral concessions as if there were no changes made to the lease agreement and, accordingly, continues to recognize income and increases the lease receivable. Ineligible concessions are accounted for as a lease modification under ASC 842, which requires the Company to reevaluate the lease classification and remeasure and reallocate the consideration over the remaining lease term, and include any prepaid rent liabilities and accrued rent assets relating to the original lease as part of the lease payments for the modified lease. During the three and nine months ended September 30, 2020, the Company had $3.9 million and $16.7 million, respectively, of rental revenue related to deferral agreements executed through October 23, 2020, which qualify for the COVID-19 Lease Concessions Relief. During the three and nine months ended September 30, 2020 the Company abated $6.5 million of rental revenue, $5.9 million of which related to third quarter rental revenue pursuant to lease amendments executed through September 30, 2020 and $0.6 million of which is second quarter rental revenue pursuant to lease amendments executed from July 1, 2020 through September 30, 2020, and $17.7 million of rental revenue, respectively, pursuant to lease amendments executed through September 30, 2020, which increased the weighted average lease term for the related properties. In accordance with ASC 842, the Company recorded $5.7 million as straight-line rent in each of the three and nine months ended September 30, 2020 and reduced rental income by $0.8 million and $12.0 million, respectively, related to the lease amendments. Fees from Managed Partnerships |
Litigation and non-routine costs, net | The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies. |
Equity-based Compensation | The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. |
Recent Accounting Pronouncements | Financial Instruments - Credit Losses The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively Topic 326), effective January 1, 2020. Topic 326 was intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and required that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that was deducted from the amortized cost basis. The amendments in Topic 326 required the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminated the “incurred loss” methodology under current U.S. GAAP. Upon adoption, the Company determined the following to be within the scope of Topic 326: (i) investments in direct financing leases and (ii) other immaterial miscellaneous short term receivables. Due to the short term nature and collection history of the direct financing leases and management fee receivables and the creditworthiness of the direct financing lease tenants, the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Reference Rate Reform During the first quarter of 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Inter-Bank Offer Rate (“LIBOR”)-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Debt and Equity Accounting During the third quarter of 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 is intended to (i) reduce the number of accounting models for convertible debt instruments and convertible preferred stock, (ii) amend the guidance for the derivatives scope exception for contracts in an entity’s own equity and (iii) amend the related earnings per share guidance by requiring the application of the if-converted method for calculating diluted earnings per share and eliminating the treasury stock method. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Litigation and non-routine costs, net of insurance recoveries | Litigation and non-routine costs, net include the following costs and recoveries (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Litigation and non-routine costs, net: Audit Committee Investigation and related matters (1) (2) $ 105 $ 32,051 $ (6,106) $ 69,509 Legal fees and expenses — — — 2 Litigation settlements — 799,973 — 812,208 Total costs 105 832,024 (6,106) 881,719 Insurance recoveries — — (2,471) (48,420) Other recoveries (3) — — — (26,536) Total $ 105 $ 832,024 $ (8,577) $ 806,763 ___________________________________ (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) The negative balance for the nine months ended September 30, 2020 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. |
Summary of equity-based compensation expense | The following is a summary of equity-based compensation expense for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Restricted Shares $ — $ — $ — $ 77 Time-Based Restricted Stock Units (1) 1,412 1,272 4,195 3,748 Long-Term Incentive-Based Restricted Stock Units 1,416 1,455 3,916 4,074 Deferred Stock Units 53 82 1,071 1,101 Stock Options 330 335 955 899 Total $ 3,211 $ 3,144 $ 10,137 $ 9,899 ___________________________________ |
Real Estate Investments and R_2
Real Estate Investments and Related Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Nine Months Ended September 30, 2020 2019 Real estate investments, at cost: Land $ 19,953 $ 47,749 Buildings, fixtures and improvements 95,728 181,904 Total tangible assets 115,681 229,653 Acquired intangible assets: In-place leases and other intangibles (1) 15,739 31,062 Above-market leases (2) 15,701 — Total purchase price of assets acquired $ 147,121 $ 260,715 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 18.1 years and 15.2 years for 2020 Acquisitions and 2019 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 20.1 years for 2020 Acquisitions. |
Schedule of Intangible Assets | Intangible lease assets and liabilities of the Company consisted of the following as of September 30, 2020 and December 31, 2019 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2020 December 31, 2019 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $802,778 and $748,689, respectively 16.3 $ 755,914 $ 854,196 Leasing commissions, net of accumulated amortization of $7,011 and $6,027, respectively 9.3 17,221 17,808 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $124,953 and $112,438, respectively 16.9 165,022 165,483 Total intangible lease assets, net $ 938,157 $ 1,037,487 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $103,156 and $99,315, respectively 19.6 $ 124,009 $ 143,583 |
Schedule of Intangible Liabilities | Intangible lease assets and liabilities of the Company consisted of the following as of September 30, 2020 and December 31, 2019 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2020 December 31, 2019 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $802,778 and $748,689, respectively 16.3 $ 755,914 $ 854,196 Leasing commissions, net of accumulated amortization of $7,011 and $6,027, respectively 9.3 17,221 17,808 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $124,953 and $112,438, respectively 16.9 165,022 165,483 Total intangible lease assets, net $ 938,157 $ 1,037,487 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $103,156 and $99,315, respectively 19.6 $ 124,009 $ 143,583 |
Schedule of Amortization Expense and Adjustments to Rental Income | The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of September 30, 2020 (in thousands) : Remainder of 2020 2021 2022 2023 2024 2025 In-place leases and other intangibles: Total projected to be included in amortization expense $ 28,521 $ 105,740 $ 93,571 $ 83,429 $ 73,162 $ 61,187 Leasing commissions: Total projected to be included in amortization expense 705 2,776 2,632 2,357 2,140 1,871 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 4,978 19,492 18,683 17,740 16,369 14,902 Below-market lease liabilities: Total projected to be included in rental revenue 4,004 13,964 13,135 12,413 10,566 9,347 |
Investment in Unconsolidated Joint Ventures | The following is a summary of the Company’s investments in unconsolidated joint ventures as of September 30, 2020 and December 31, 2019 and for the nine months ended September 30, 2020 and 2019 (dollar amounts in thousands): Carrying Amount of Equity in Income Nine Months Ended Investment Ownership % (1) Number of Properties September 30, 2020 December 31, 2019 September 30, 2020 September 30, 2019 Faison JV Bethlehem GA (2) 90% 1 $ 40,533 $ 40,416 $ 1,442 $ 1,583 Industrial Partnership (3) 20% 7 46,024 28,409 584 99 Office Partnership (4) 20% 4 13,782 — 380 — ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The total carrying amount of the investment was greater than the underlying equity in net assets by $4.3 million and $4.7 million as of September 30, 2020 and December 31, 2019, respectively. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment asset acquired in connection with mergers. The step up in fair value was allocated to the individual investment asset and is being amortized in accordance with the Company’s depreciation policy. On September 18, 2020, the Faison JV Bethlehem GA joint venture partner exercised its put option to require the Company to purchase its 10% ownership interest in the joint venture on or before November 4, 2020. (3) During the nine months ended September 30, 2020, the industrial partnership acquired one property from a third party for a purchase price of $246.8 million . (4) During the nine months ended September 30, 2020, the office partnership acquired one property from a third party for a purchase price of $33.1 million. |
Rent and Tenant Receivables a_2
Rent and Tenant Receivables and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Rent and Tenant Receivables and Other Assets, Net | Rent and tenant receivables and other assets, net consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Straight-line rent receivable $ 271,283 $ 266,195 Accounts receivable 64,733 41,556 Mezzanine position 9,959 — Deferred costs, net (1) 5,924 7,208 Investment in direct financing leases, net 8,198 9,341 Investment in Cole REITs (2) 6,943 7,552 Prepaid expenses 6,467 3,453 Leasehold improvements, property and equipment, net (3) 4,230 4,809 Other assets, net 13,502 8,281 Total $ 391,239 $ 348,395 ___________________________________ (1) Amortization expense for deferred costs related to the revolving credit facilities totaled $0.8 million and $0.9 million for the three months ended September 30, 2020 and 2019, respectively, and $2.3 million and $2.9 million for the nine months ended September 30, 2020 and 2019, respectively. Accumulated amortization for deferred costs related to the revolving credit facilities was $52.1 million and $49.8 million as of September 30, 2020 and December 31, 2019, respectively. (2) The Company has 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”), (collectively, the “Cole REITs”) and carries these investments at fair value. During the nine months ended September 30, 2020, the Company recognized a loss of $0.6 million related to the change in fair value, which is included in other income, net in the accompanying consolidated statements of operations. |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of September 30, 2020 Assets: Investment in Cole REITs $ — $ — $ 6,943 $ 6,943 Liabilities: Derivative liabilities $ — $ (97,511) $ — $ (97,511) Level 1 Level 2 Level 3 Balance as of December 31, 2019 Assets: Derivative assets $ — $ 250 $ — $ 250 Investment in Cole REITs — — 7,552 7,552 Total assets $ — $ 250 $ 7,552 $ 7,802 Liabilities: Derivative liabilities $ — $ (28,081) $ — $ (28,081) |
Reconciliations of the changes in liabilities with Level 3 inputs | The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2020 and 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2020 $ 7,552 Unrealized loss included in other income, net (609) Ending Balance, September 30, 2020 $ 6,943 Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292) Ending Balance, September 30, 2019 $ 7,552 |
Reconciliations of the changes in assets with Level 3 inputs | The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2020 and 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2020 $ 7,552 Unrealized loss included in other income, net (609) Ending Balance, September 30, 2020 $ 6,943 Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292) Ending Balance, September 30, 2019 $ 7,552 |
Fair value, by balance sheet grouping | The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at September 30, 2020 Fair Value at September 30, 2020 Carrying Amount at December 31, 2019 Fair Value at December 31, 2019 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,336,629 $ 1,385,727 $ 1,535,918 $ 1,590,915 Corporate bonds, net 2 3,435,457 3,689,038 2,839,581 3,022,087 Convertible debt, net 2 252,388 256,098 319,947 327,237 Credit facility 2 900,000 900,000 1,050,000 1,050,000 Total liabilities $ 5,924,474 $ 6,230,863 $ 5,745,446 $ 5,990,239 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes the carrying value of debt as of September 30, 2020 and December 31, 2019, and the debt activity for the nine months ended September 30, 2020 (in thousands): Nine Months Ended September 30, 2020 Balance as of December 31, 2019 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of September 30, 2020 Mortgage note payable: Outstanding balance $ 1,529,057 $ 1,032 $ (195,991) $ — $ 1,334,098 Net premiums (1) 6,861 — (415) (3,915) 2,531 Deferred costs (7,784) (326) 65 1,590 (6,455) Mortgage notes payable, net 1,528,134 706 (196,341) (2,325) 1,330,174 Corporate bonds: Outstanding balance 2,850,000 600,000 — — 3,450,000 Discount (2) (10,419) (5,136) — 1,012 (14,543) Deferred costs (25,842) (5,908) — 2,682 (29,068) Corporate bonds, net 2,813,739 588,956 — 3,694 3,406,389 Convertible debt: Outstanding balance 321,802 — (69,083) — 252,719 Discount (2) (1,855) — 156 1,368 (331) Deferred costs (1,764) — 148 1,305 (311) Convertible debt, net 318,183 — (68,779) 2,673 252,077 Credit facility: Outstanding balance 1,050,000 902,000 (1,052,000) — 900,000 Deferred costs (3) (4,331) (5) — 966 (3,370) Credit facility, net 1,045,669 901,995 (1,052,000) 966 896,630 Total debt $ 5,705,725 $ 1,491,657 $ (1,317,120) $ 5,008 $ 5,885,270 ____________________________________ (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 |
Mortgages [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of September 30, 2020 (dollar amounts in thousands): Encumbered Properties Net Carrying Value of Collateralized Properties (1) Outstanding Balance Weighted-Average Interest Rate (2) Weighted-Average Years to Maturity (3) Fixed-rate debt 278 $ 1,745,907 $ 1,318,937 5.01 % 2.3 Variable-rate debt 1 29,678 15,161 3.75 % (4) 0.9 Total (5) 279 $ 1,775,585 $ 1,334,098 4.99 % 2.3 ____________________________________ (1) Net carrying value is real estate assets, including investment in direct financing leases, net of real estate liabilities. (2) Weighted average interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of September 30, 2020. |
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to September 30, 2020 (in thousands): Total October 1, 2020 - December 31, 2020 $ 859 2021 314,084 2022 266,951 2023 124,217 2024 621,021 2025 1,078 Thereafter 5,888 Total $ 1,334,098 |
Corporate Bonds [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Corporate Bonds As of September 30, 2020, the OP had $3.45 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance September 30, 2020 Interest Rate Maturity Date 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 2028 Senior Notes 600,000 3.400 % January 15, 2028 2029 Senior Notes 600,000 3.100 % December 15, 2029 Total balance and weighted-average interest rate $ 3,450,000 4.069 % |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges as well as their classification in the consolidated balance sheets as of September 30, 2020 and December 31, 2019 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location September 30, 2020 December 31, 2019 Interest rate swaps Rent and tenant receivables and other assets, net $ — $ 250 Interest rate swaps Derivative, deferred rent and other liabilities $ (97,511) $ (28,081) |
Schedule of Offsetting Assets | The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of September 30, 2020 and December 31, 2019 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount September 30, 2020 $ — $ (97,511) $ — $ — $ (97,511) $ — $ — $ (97,511) December 31, 2019 $ 250 $ (28,081) $ — $ 250 $ (28,081) $ — $ — $ (27,831) |
Schedule of Offsetting Liability | The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of September 30, 2020 and December 31, 2019 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount September 30, 2020 $ — $ (97,511) $ — $ — $ (97,511) $ — $ — $ (97,511) December 31, 2019 $ 250 $ (28,081) $ — $ 250 $ (28,081) $ — $ — $ (27,831) |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental cash flow information was as follows for the nine months ended September 30, 2020 and 2019 (in thousands): Nine Months Ended September 30, 2020 2019 Supplemental disclosures: Cash paid for interest $ 176,694 $ 203,438 Cash paid for income taxes $ 5,601 $ 4,474 Non-cash investing and financing activities: Accrued capital expenditures, tenant improvements and real estate developments $ 8,831 $ 13,670 Real estate contributions to industrial partnership and office partnership $ 17,240 $ 29,577 Distributions declared and unpaid $ 85,421 $ 150,970 Distributions payable relinquished $ — $ 7,799 Surrender of Limited Partner OP Units $ — $ 191,974 Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure $ — $ 19,525 Real estate investments received from lease related transactions $ 259 $ — Nonmonetary exchanges: Exchange of real estate investments $ — $ 8,900 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Accrued interest $ 45,196 $ 31,925 Accrued real estate and other taxes 34,671 25,320 Accounts payable 1,684 1,779 Accrued legal fees and litigation settlements 523 25,571 Accrued other 30,027 41,725 Total $ 112,101 $ 126,320 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Lease Income | The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fixed: Cash rent (1) $ 255,996 $ 272,032 $ 778,697 $ 831,931 Straight-line rent (2) 12,595 5,470 18,053 20,925 Lease intangible amortization (393) (692) (1,929) (2,034) Property operating cost reimbursements 1,581 1,418 4,372 4,304 Sub-lease (3) 5,175 5,328 15,718 16,099 Total fixed 274,954 283,556 814,911 871,225 Variable (4) 18,585 19,219 55,438 60,008 Income from direct financing leases 153 210 505 638 Total rental revenue $ 293,692 $ 302,985 $ 870,854 $ 931,871 ____________________________________ (1) For the three and nine months ended September 30, 2020, the Company had $3.9 million and $16.7 million, respectively, of rental revenue related to deferral agreements executed through October 23, 2020, which qualify for the COVID-19 Lease Concessions Relief. For the three and nine months ended September 30, 2020, cash rent was negatively impacted by (i) $6.5 million and $17.7 million, respectively, of abated rental revenue pursuant to lease amendments executed through September 30, 2020, which increased the weighted average lease term for the related properties and (ii) a reduction to rental revenue of $9.2 million and $13.9 million, respectively, that was related to the impact of the COVID-19 pandemic, of which $5.1 million and $6.0 million, respectively, represented an increase to the general allowance for rental revenue that the Company believes it may abate as a result of lease amendments and $4.1 million and $7.9 million, respectively, represented amounts not probable of collection at September 30, 2020 and rental revenue will be recognized as cash is received. (2) For the three and nine months ended September 30, 2020, straight-line rent was reduced by $1.0 million and $4.7 million, respectively, that was related to the impact of the COVID-19 pandemic, for straight-line rent receivables that were deemed not probable of collection. (3) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (4) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. |
Lessor, Operating Lease Payments Receivable | The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of September 30, 2020 (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 Future Minimum (1) October 1, 2020 - December 31, 2020 $ 257,995 $ 534 2021 1,029,882 2,014 2022 975,313 1,925 2023 911,354 1,565 2024 839,902 510 2025 735,684 169 Thereafter 4,515,176 655 Total $ 9,265,306 $ 7,372 ____________________________________ (1) Related to |
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 as of September 30, 2020 (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 Future Minimum (1) October 1, 2020 - December 31, 2020 $ 257,995 $ 534 2021 1,029,882 2,014 2022 975,313 1,925 2023 911,354 1,565 2024 839,902 510 2025 735,684 169 Thereafter 4,515,176 655 Total $ 9,265,306 $ 7,372 ____________________________________ (1) Related to |
Lease Cost | The following table presents the lease expense components for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost (1) $ 5,933 $ 5,794 $ 19,643 $ 18,190 Sublease income (2) $ (5,175) $ (5,328) $ (15,718) $ (16,099) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. |
Lessee, Operating Lease Maturities | The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of September 30, 2020 (in thousands). Future Minimum Lease Payments October 1, 2020 - December 31, 2020 $ 5,459 2021 22,173 2022 22,055 2023 21,620 2024 21,015 2025 20,594 Thereafter 208,598 Total 321,514 Less: imputed interest 107,412 Total $ 214,102 |
Net Income (Loss) Per Share_U_2
Net Income (Loss) Per Share/Unit (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following is a summary of the basic and diluted net income (loss) per share computation for the General Partner for the three and nine months ended September 30, 2020 and 2019 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income (loss) $ 97,983 $ (741,529) $ 239,085 $ (378,274) Net (income) loss attributable to non-controlling interests (51) 15,089 (137) 6,796 Net income (loss) attributable to the General Partner 97,932 (726,440) 238,948 (371,478) Dividends to preferred shares and units (10,771) (16,578) (36,667) (52,524) Net income (loss) available to common stockholders used in basic net income per share 87,161 (743,018) 202,281 (424,002) Income (loss) attributable to limited partners 65 — 166 — Net income (loss) used in diluted net income per share $ 87,226 $ (743,018) $ 202,447 $ (424,002) Weighted average number of Common Stock outstanding - basic 1,083,687,807 978,982,729 1,080,010,859 973,760,599 Effect of Limited Partner OP Units and dilutive securities 1,450,569 — 1,429,965 — Weighted average number of common shares - diluted 1,085,138,376 978,982,729 1,081,440,824 973,760,599 Basic and diluted net income (loss) per share attributable to common stockholders $ 0.08 $ (0.76) $ 0.19 $ (0.43) The following is a summary of the basic and diluted net income (loss) per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the three and nine months ended September 30, 2020 and 2019 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income (loss) $ 97,983 $ (741,529) $ 239,085 $ (378,274) Net loss attributable to non-controlling interests 14 25 29 83 Net income (loss) attributable to the Operating Partnership 97,997 (741,504) 239,114 (378,191) Dividends to preferred units (10,771) (16,578) (36,667) (52,524) Net income (loss) used in basic and diluted net income per unit $ 87,226 $ (758,082) $ 202,447 $ (430,715) Weighted average number of common units outstanding - basic 1,084,459,455 999,776,192 1,080,789,878 996,480,948 Effect of dilutive securities 678,921 — 650,946 — Weighted average number of common units - diluted 1,085,138,376 999,776,192 1,081,440,824 996,480,948 Basic and diluted net income (loss) per unit attributable to common unitholders $ 0.08 $ (0.76) $ 0.19 $ (0.43) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following were excluded from diluted net loss per share attributable to common stockholders, as the effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average unvested Restricted Shares and Restricted Stock Units (1) — 2,350,536 — 1,782,311 Weighted average stock options (1) — 772,924 — 433,849 Limited Partner OP Units — 20,793,463 — 22,720,350 _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method The following were excluded from diluted net loss per unit attributable to common unitholders, as the effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average unvested Restricted Shares and Restricted Stock Units (1) — 2,350,536 — 1,782,311 Weighted average stock options (1) — 772,924 — 433,849 _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Record and Payments Dates for Preferred Stock Dividends | On November 4, 2020, the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for January 2021 through March 2021 with respect to the periods included in the table below. The corresponding record and payment dates for each month's Series F Preferred Stock dividend are also shown in the table below. The dividend for the Series F Preferred Stock accrues daily on a 360-day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30-day month. Period Record Date Payment Date December 15, 2020 - January 14, 2021 January 1, 2021 January 15, 2021 January 15, 2021 - February 14, 2021 February 1, 2021 February 16, 2021 February 15, 2021 - March 14, 2021 March 1, 2021 March 15, 2021 |
Organization (Details)
Organization (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
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 |
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 | |
VEREIT Operating Partnership, L.P. [Member] | ||
Real Estate Properties [Line Items] | ||
General partner ownership interest in OP | 99.90% | |
Partnership units, holding period until right to redeem | 1 year |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Principles of Consolidation and Basis of Presentation (Details) - VEREIT Operating Partnership, L.P. [Member] - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Common Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited partners', units issued (shares) | 760,169 | 786,719 |
Limited partners', units outstanding (shares) | 760,169 | 786,719 |
Preferred Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited partners', units issued (shares) | 49,766 | 49,766 |
Limited partners', units outstanding (shares) | 49,766 | 49,766 |
Limited Partner [Member] | Common Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited partners', units issued (shares) | 800,000 | 800,000 |
Limited partners', units outstanding (shares) | 800,000 | 800,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 295,278 | $ 303,301 | $ 873,457 | $ 932,369 | |
COVID-19 [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Deferral agreements | 3,900 | 16,700 | |||
Straight-line rent | 5,700 | 5,700 | |||
Rental Revenue [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Reduction of revenue | 9,600 | 28,200 | |||
General reserve increase | 5,100 | 6,600 | |||
Not probable for collection | 4,800 | 14,300 | |||
Straight line rent receivable, deemed collectible | 300 | ||||
Straight line rent receivable, receivable | 7,300 | ||||
COVID-19 effect | 10,200 | 18,600 | |||
COVID-19 effect, general reserve increase | 5,100 | 6,000 | |||
COVID-19 effect, amount not probable For collection | 4,100 | 7,900 | |||
COVID-19 effect, straight line rent receivable, increase in reserve | 1,000 | 4,700 | |||
Total revenues | 293,692 | 302,985 | 870,854 | 931,871 | |
Rental Revenue [Member] | COVID-19 [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Deferral agreements, abated | 6,500 | 17,700 | |||
Straight line rent, lease amendments | 800 | 12,000 | |||
Rental Revenue [Member] | Lease Executed Through September 30,2020 [Member] | COVID-19 [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Deferral agreements, abated | 5,900 | ||||
Rental Revenue [Member] | Lease Executed From July 1, 2020 Through September 30, 2020 [Member] | COVID-19 [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Deferral agreements, abated | $ 600 | ||||
Fees From Managed Partnership [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 1,586 | $ 316 | $ 2,603 | $ 498 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Litigation and non-routine costs, net (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Litigation and non-routine costs, net: | ||||
Audit Committee Investigation and related matters | $ 105 | $ 32,051 | $ (6,106) | $ 69,509 |
Legal fees and expenses | 0 | 0 | 0 | 2 |
Litigation settlements | 0 | 799,973 | 0 | 812,208 |
Total costs | 105 | 832,024 | (6,106) | 881,719 |
Insurance recoveries | 0 | 0 | (2,471) | (48,420) |
Other recoveries | 0 | 0 | 0 | (26,536) |
Total | $ 105 | $ 832,024 | $ (8,577) | $ 806,763 |
Surrender of Limited Partner OP Units | 2.9 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Equity-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 18,800 | $ 18,800 | ||
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) | 96,400,000 | 96,400,000 | ||
Common Stock [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued in period (shares) | 18,000,000 | |||
Cumulative Restricted share awards (shares) | 4,000,000 | 4,000,000 | ||
Cumulative Restricted share awards forfeited (shares) | 3,700,000 | 3,700,000 | ||
Cumulative Restricted Stock Units (shares) | 7,900,000 | 7,900,000 | ||
Cumulative Restricted Stock Units forfeited (shares) | 2,000,000 | 2,000,000 | ||
Cumulative Deferred Stock Units (shares) | 800,000 | 800,000 | ||
Cumulative Stock Options (shares) | 5,300,000 | 5,300,000 | ||
Cumulative stock options forfeited (shares) | 300,000 | 300,000 | ||
Common Stock [Member] | Non-Executive Director Restricted Share Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued in period (shares) | 45,000 | |||
Shares available for future issuance (shares) | 99,000 | 99,000 | ||
General and Administrative Expense [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 3,211 | $ 3,144 | $ 10,137 | $ 9,899 |
General and Administrative Expense [Member] | Restricted Stock [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 0 | 0 | 0 | 77 |
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 | 1,412 | 1,272 | 4,195 | 3,748 |
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 | 1,416 | 1,455 | 3,916 | 4,074 |
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 | 53 | 82 | 1,071 | 1,101 |
General and Administrative Expense [Member] | Stock Options [Member] | Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 330 | $ 335 | $ 955 | $ 899 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Restructuring (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 783,000 | $ 0 | $ 10,149,000 |
CCA Acquisitions, LLC [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 10,100,000 |
Real Estate Investments and R_3
Real Estate Investments and Related Intangibles - Property Acquisitions (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | |
Acquisitions, 2020 [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 25 | |
Total purchase price of assets acquired | $ 147,121 | |
Capitalized acquisition costs | $ 900 | |
Acquisitions, 2019 [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 40 | |
Total purchase price of assets acquired | $ 260,715 | |
Capitalized acquisition costs | $ 1,400 | |
Build-to-suit Development Project [Member] | Acquisitions, 2020 [Member] | ||
Business Acquisition [Line Items] | ||
Number of real estate properties acquired | property | 1 | |
Capitalized acquisition costs | $ 300 | |
Development in process | 26,400 | |
Development in process, remaining committed investments | $ 18,400 |
Real Estate Investments and R_4
Real Estate Investments and Related Intangibles - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Acquisitions, 2020 [Member] | ||
Real estate investments, at cost: | ||
Land | $ 19,953 | |
Buildings, fixtures and improvements | 95,728 | |
Total tangible assets | 115,681 | |
Acquired intangible assets: | ||
Total purchase price of assets acquired | 147,121 | |
Acquisitions, 2020 [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 15,739 | |
Weighted-average useful life | 18 years 1 month 6 days | |
Acquisitions, 2020 [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 15,701 | |
Weighted-average useful life | 20 years 1 month 6 days | |
Acquisitions, 2019 [Member] | ||
Real estate investments, at cost: | ||
Land | $ 47,749 | |
Buildings, fixtures and improvements | 181,904 | |
Total tangible assets | 229,653 | |
Acquired intangible assets: | ||
Total purchase price of assets acquired | 260,715 | |
Acquisitions, 2019 [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | 31,062 | |
Weighted-average useful life | 15 years 2 months 12 days | |
Acquisitions, 2019 [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 0 |
Real Estate Investments and R_5
Real Estate Investments and Related Intangibles - Property Dispositions and Real Estate Assets Held for Sale (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | Dec. 31, 2019property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds after debt assumptions and closing costs | $ 346,675 | $ 846,023 | |||
Gain on disposition of real estate and real estate assets held for sale, net | $ 42,814 | $ 18,520 | $ 76,858 | 251,106 | |
Number of properties classified held for sale | property | 2 | 2 | 5 | ||
Carrying value of properties classified as held for sale | $ 1,900 | $ 1,900 | |||
Gain (loss) related to held for sale | $ (300) | $ (800) | |||
Consolidated Property Dispositions, 2020 [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of real estate properties disposed | property | 63 | ||||
Number of consolidated properties sold | property | 3 | ||||
Aggregate proceeds | $ 376,200 | ||||
Company's share of proceeds | 373,400 | ||||
Proceeds after debt assumptions and closing costs | 346,700 | ||||
Gain on disposition of real estate and real estate assets held for sale, net | $ 77,200 | ||||
Consolidated Property Dispositions, 2019 [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of real estate properties disposed | property | 107 | ||||
Number of real estate properties sold through foreclosure by lender | property | 1 | ||||
Aggregate proceeds | $ 926,000 | ||||
Company's share of proceeds | 905,900 | ||||
Proceeds after debt assumptions and closing costs | 846,000 | ||||
Gain on disposition of real estate and real estate assets held for sale, net | $ 251,900 | ||||
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 | 4 | 33 | |||
Land [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Carrying value of properties classified as held for sale | 500 | $ 500 | |||
Building Fixtures and Improvements [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Carrying value of properties classified as held for sale | $ 1,500 | $ 1,500 | |||
Industrial Partnership [Member] | Consolidated Property Dispositions, 2019 [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of consolidated properties sold | property | 6 |
Real Estate Investments and R_6
Real Estate Investments and Related Intangibles - Intangible Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Intangible lease assets: | |||||
Intangible lease assets, net | $ 938,157 | $ 938,157 | $ 1,037,487 | ||
Intangible lease liabilities: | |||||
Weighted-Average Useful Life | 19 years 7 months 6 days | ||||
Intangible lease liabilities, net | 124,009 | $ 124,009 | 143,583 | ||
Accumulated amortization | 103,156 | 103,156 | 99,315 | ||
Amortization expense | 393 | $ 692 | $ 1,929 | $ 2,034 | |
In-place leases and other intangible assets [Member] | |||||
Intangible lease assets: | |||||
Weighted-Average Useful Life | 16 years 3 months 18 days | ||||
Intangible lease assets, net | 755,914 | $ 755,914 | 854,196 | ||
Accumulated amortization | 802,778 | $ 802,778 | 748,689 | ||
Leasing commissions [Member] | |||||
Intangible lease assets: | |||||
Weighted-Average Useful Life | 9 years 3 months 18 days | ||||
Intangible lease assets, net | 17,221 | $ 17,221 | 17,808 | ||
Accumulated amortization | 7,011 | $ 7,011 | 6,027 | ||
Above-market lease assets and deferred lease incentives [Member] | |||||
Intangible lease assets: | |||||
Weighted-Average Useful Life | 16 years 10 months 24 days | ||||
Intangible lease assets, net | 165,022 | $ 165,022 | 165,483 | ||
Accumulated amortization | $ 124,953 | 124,953 | $ 112,438 | ||
Above‑ And Below-Market Leases and Deferred Lease Incentives [Member] | |||||
Intangible lease liabilities: | |||||
Amortization expense | 1,900 | 2,000 | |||
In-Place Leases, Leasing Commissions and Other Lease Intangibles [Member] | |||||
Intangible lease liabilities: | |||||
Amortization expense | $ 103,500 | $ 96,900 |
Real Estate Investments and R_7
Real Estate Investments and Related Intangibles - Projected Amortization Expense and Adjustments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Below-market lease liabilities: | |
Remainder of 2020 | $ 4,004 |
2021 | 13,964 |
2022 | 13,135 |
2023 | 12,413 |
2024 | 10,566 |
2025 | 9,347 |
In-place leases and other intangible assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2020 | 28,521 |
2021 | 105,740 |
2022 | 93,571 |
2023 | 83,429 |
2024 | 73,162 |
2025 | 61,187 |
Leasing commissions [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2020 | 705 |
2021 | 2,776 |
2022 | 2,632 |
2023 | 2,357 |
2024 | 2,140 |
2025 | 1,871 |
Above-market lease assets and deferred lease incentives [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2020 | 4,978 |
2021 | 19,492 |
2022 | 18,683 |
2023 | 17,740 |
2024 | 16,369 |
2025 | $ 14,902 |
Real Estate Investments and R_8
Real Estate Investments and Related Intangibles - Consolidated Joint Ventures Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)propertyjoint_venture | Dec. 31, 2019USD ($)joint_ventureproperty | |
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 3,820 | |
Total assets | $ 13,039,598 | $ 13,280,680 |
Real estate investments, net | $ 10,780,729 | 11,249,623 |
Mortgages [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 279 | |
Aggregate balance outstanding | $ 1,334,098 | $ 1,529,057 |
Joint ventures [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of joint ventures | joint_venture | 1 | 1 |
Total assets | $ 33,200 | $ 32,500 |
Real estate investments, net | $ 29,700 | $ 29,600 |
Joint ventures [Member] | Consolidated Properties [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 1 | 1 |
Joint ventures [Member] | Consolidated Properties [Member] | Mortgages [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Aggregate balance outstanding | $ 14,800 | $ 14,300 |
Real Estate Investments and R_9
Real Estate Investments and Related Intangibles - Unconsolidated Joint Ventures (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($) | Sep. 18, 2020 | Dec. 31, 2019USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of Properties | property | 3,820 | |||
Underlying equity in net assets | $ 4,300 | $ 4,700 | ||
Unconsolidated Joint Ventures debt outstanding | 269,300 | |||
Faison JV Bethlehem GA, LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership % | 90.00% | |||
Number of Properties | property | 1 | |||
Carrying Amount of Investment | $ 40,533 | 40,416 | ||
Equity in Income | $ 1,442 | $ 1,583 | ||
Remaining ownership percentage | 10.00% | |||
Industrial Partnership [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership % | 20.00% | |||
Number of Properties | property | 7 | |||
Carrying Amount of Investment | $ 46,024 | 28,409 | ||
Equity in Income | $ 584 | 99 | ||
Office Partnership [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership % | 20.00% | |||
Number of Properties | property | 4 | |||
Carrying Amount of Investment | $ 13,782 | $ 0 | ||
Equity in Income | 380 | $ 0 | ||
Unconsolidated Joint Ventures [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Unconsolidated Joint Ventures debt outstanding | $ 534,300 | |||
Unconsolidated Joint Ventures [Member] | Industrial Partnership [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of unconsolidated joint ventures | property | 1 | |||
Total purchase price of assets acquired | $ 246,800 | |||
Unconsolidated Joint Ventures [Member] | Office Partnership [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of unconsolidated joint ventures | property | 1 | |||
Total purchase price of assets acquired | $ 33,100 |
Rent and Tenant Receivables a_3
Rent and Tenant Receivables and Other Assets, Net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Straight-line rent receivable, net | $ 271,283,000 | $ 271,283,000 | $ 266,195,000 | ||
Accounts receivable, net | 64,733,000 | 64,733,000 | 41,556,000 | ||
Mezzanine position | 9,959,000 | 9,959,000 | 0 | ||
Deferred costs, net | 5,924,000 | 5,924,000 | 7,208,000 | ||
Investment in direct financing leases, net | 8,198,000 | 8,198,000 | 9,341,000 | ||
Investment in Cole REITs | 6,943,000 | 6,943,000 | 7,552,000 | ||
Prepaid expenses | 6,467,000 | 6,467,000 | 3,453,000 | ||
Leasehold improvements, property and equipment, net | 4,230,000 | 4,230,000 | 4,809,000 | ||
Other assets, net | 13,502,000 | 13,502,000 | 8,281,000 | ||
Total | 391,239,000 | 391,239,000 | 348,395,000 | ||
Unrealized gain (loss) included in consolidated statement of operations | (600,000) | ||||
Write off of depreciation | 0 | $ 0 | 0 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 100,000 | 100,000 | 400,000 | $ 600,000 | |
Write off of leasehold | 0 | 0 | 0 | 0 | |
Accumulated amortization | 3,200,000 | 3,200,000 | 2,800,000 | ||
Property and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Accumulated amortization | 6,300,000 | 6,300,000 | 5,400,000 | ||
Depreciation expense | 300,000 | 300,000 | 800,000 | 1,000,000 | |
Line of Credit [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 800,000 | $ 900,000 | 2,300,000 | 2,900,000 | |
Accumulated amortization for deferred costs | $ 52,100,000 | $ 52,100,000 | $ 49,800,000 | ||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Write off of depreciation | $ 100,000 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Derivative assets | $ 0 | $ 250 |
Liabilities: | ||
Derivative liabilities | (97,511) | (28,081) |
Fair Value, Recurring [Member] | ||
Assets: | ||
Derivative assets | 250 | |
Investment in Cole REITs | 6,943 | 7,552 |
Total assets | 7,802 | |
Liabilities: | ||
Derivative liabilities | (97,511) | (28,081) |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Investment in Cole REITs | 0 | 0 |
Total assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Assets: | ||
Derivative assets | 250 | |
Investment in Cole REITs | 0 | 0 |
Total assets | 250 | |
Liabilities: | ||
Derivative liabilities | (97,511) | (28,081) |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Investment in Cole REITs | 6,943 | 7,552 |
Total assets | 7,552 | |
Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
Fair Value Measures - Reconcili
Fair Value Measures - Reconciliations of the changes in assets and liabilities with Level 3 inputs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 7,552 | $ 7,844 |
Unrealized loss included in other comprehensive income, net | (609) | (292) |
Ending balance | $ 6,943 | $ 7,552 |
Fair Value Measures - Items Mea
Fair Value Measures - Items Measured at Fair Value on a Non-Recurring Basis (Details) | 9 Months Ended | |
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired | property | 47 | 53 |
Impairment charges | $ | $ 36,900,000 | $ 24,200,000 |
COVID-19 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired, watch list | property | 5 | |
Impairment charges | $ | $ 0 | |
Measurement Input, Discount Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.079 | |
Measurement Input, Discount Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.086 | |
Measurement Input, Discount Rate [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.083 | |
Measurement Input, Cap Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.074 | |
Measurement Input, Cap Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.081 | |
Measurement Input, Cap Rate [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.078 |
Fair Value Measures - Goodwill
Fair Value Measures - Goodwill (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Impairment | $ 0 |
Fair Value Measures - Fair valu
Fair Value Measures - Fair value, by balance sheet grouping (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 5,924,474 | $ 5,745,446 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 6,230,863 | 5,990,239 |
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 | 1,336,629 | 1,535,918 |
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 | 1,385,727 | 1,590,915 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 3,435,457 | 2,839,581 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 3,689,038 | 3,022,087 |
Level 2 [Member] | Convertible Debt, Net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 252,388 | 319,947 |
Level 2 [Member] | Convertible Debt, Net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 256,098 | 327,237 |
Level 2 [Member] | Credit Facility [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 900,000 | 1,050,000 |
Level 2 [Member] | Credit Facility [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 900,000 | $ 1,050,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Outstanding balance | $ 5,885,270 | $ 5,705,725 |
Weighted-average years to maturity | 4 years 7 months 6 days | |
Weighted-average interest rate | 4.19% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Debt [Roll Forward] | |
Total debt, Beginning balance | $ 5,705,725 |
Debt Issuances, Net | 1,491,657 |
Repayments, Extinguishment and Assumptions, Net | (1,317,120) |
Accretion and Amortization, Net | 5,008 |
Total debt, Ending balance | 5,885,270 |
Mortgages [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 1,529,057 |
Net premiums (discount), Beginning balance | 6,861 |
Deferred costs, Beginning balance | (7,784) |
Total debt, Beginning balance | 1,528,134 |
Debt Issuances | 1,032 |
Debt Issuances, Deferred costs | (326) |
Debt Issuances, Net | 706 |
Repayments, Extinguishment and Assumptions | (195,991) |
Repayments, Extinguishment and Assumptions of Debt, Premium | (415) |
Repayments, Extinguishment and Assumptions of Debt, Deferred costs | 65 |
Repayments, Extinguishment and Assumptions, Net | (196,341) |
Accretion and Amortization | (3,915) |
Accretion and Amortization, Deferred costs | 1,590 |
Accretion and Amortization, Net | (2,325) |
Outstanding balance, Ending balance | 1,334,098 |
Net premiums (discount), Ending balance | 2,531 |
Deferred costs, Ending balance | (6,455) |
Total debt, Ending balance | 1,330,174 |
Corporate Bonds [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 2,850,000 |
Net premiums (discount), Beginning balance | (10,419) |
Deferred costs, Beginning balance | (25,842) |
Total debt, Beginning balance | 2,813,739 |
Debt Issuances | 600,000 |
Debt Issuance, Discount | (5,136) |
Debt Issuances, Deferred costs | (5,908) |
Debt Issuances, Net | 588,956 |
Accretion and Amortization | 1,012 |
Accretion and Amortization, Deferred costs | 2,682 |
Accretion and Amortization, Net | 3,694 |
Outstanding balance, Ending balance | 3,450,000 |
Net premiums (discount), Ending balance | (14,543) |
Deferred costs, Ending balance | (29,068) |
Total debt, Ending balance | 3,406,389 |
Convertible Debt [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 321,802 |
Net premiums (discount), Beginning balance | (1,855) |
Deferred costs, Beginning balance | (1,764) |
Total debt, Beginning balance | 318,183 |
Repayments, Extinguishment and Assumptions | (69,083) |
Repayments, Extinguishment and Assumptions of Debt, Discount | 156 |
Repayments, Extinguishment and Assumptions of Debt, Deferred costs | 148 |
Repayments, Extinguishment and Assumptions, Net | (68,779) |
Accretion and Amortization | 1,368 |
Accretion and Amortization, Deferred costs | 1,305 |
Accretion and Amortization, Net | 2,673 |
Outstanding balance, Ending balance | 252,719 |
Net premiums (discount), Ending balance | (331) |
Deferred costs, Ending balance | (311) |
Total debt, Ending balance | 252,077 |
Credit Facility [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 1,050,000 |
Deferred costs, Beginning balance | (4,331) |
Total debt, Beginning balance | 1,045,669 |
Debt Issuances | 902,000 |
Debt Issuances, Deferred costs | (5) |
Debt Issuances, Net | 901,995 |
Repayments, Extinguishment and Assumptions | (1,052,000) |
Repayments, Extinguishment and Assumptions, Net | (1,052,000) |
Accretion and Amortization, Deferred costs | 966 |
Accretion and Amortization, Net | 966 |
Outstanding balance, Ending balance | 900,000 |
Deferred costs, Ending balance | (3,370) |
Total debt, Ending balance | $ 896,630 |
Debt - Mortgage Notes Payable (
Debt - Mortgage Notes Payable (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)property | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3,820 | |
Weighted-Average Interest Rate | 4.19% | |
Weighted-Average Years to Maturity | 4 years 7 months 6 days | |
Unconsolidated Joint Ventures debt outstanding | $ 269,300 | |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 279 | |
Net Carrying Value of Collateralized Properties | $ 1,775,585 | |
Outstanding Balance | $ 1,334,098 | $ 1,529,057 |
Weighted-Average Interest Rate | 4.99% | |
Mortgages [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 2 years 3 months 18 days | |
Mortgages [Member] | Fixed-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 278 | |
Net Carrying Value of Collateralized Properties | $ 1,745,907 | |
Outstanding Balance | $ 1,318,937 | |
Weighted-Average Interest Rate | 5.01% | |
Mortgages [Member] | Fixed-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 2 years 3 months 18 days | |
Mortgages [Member] | Variable-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Net Carrying Value of Collateralized Properties | $ 29,678 | |
Outstanding Balance | $ 15,161 | |
Weighted-Average Interest Rate | 3.75% | |
Mortgages [Member] | Variable-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 10 months 24 days | |
Unconsolidated Joint Ventures [Member] | ||
Debt Instrument [Line Items] | ||
Unconsolidated Joint Ventures debt outstanding | $ 534,300 |
Debt - Aggregate Principal Repa
Debt - Aggregate Principal Repayments on Mortgage Notes (Details) - Mortgages [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
October 1, 2020 - December 31, 2020 | $ 859 | |
2021 | 314,084 | |
2022 | 266,951 | |
2023 | 124,217 | |
2024 | 621,021 | |
2025 | 1,078 | |
Thereafter | 5,888 | |
Total | $ 1,334,098 | $ 1,529,057 |
Debt - Corporate Bonds (Details
Debt - Corporate Bonds (Details) - Corporate Bonds [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Jun. 29, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 3,450,000 | $ 2,850,000 | |
Covenant terms, maximum limitation on incurrence of total debt | 65.00% | ||
Covenant terms, maximum limitation on incurrence of secured debt | 40.00% | ||
Covenant terms, minimum debt service coverage ratio | 1.5 | ||
Covenant terms, minimum unencumbered asset value, percentage | 150.00% | ||
VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 3,450,000 | ||
Interest Rate | 4.069% | ||
2024 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 500,000 | ||
Interest Rate | 4.60% | ||
Redemption period, maximum number of days prior to maturity date | 90 days | ||
Redemption price, percentage | 100.00% | ||
2025 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 550,000 | ||
Interest Rate | 4.625% | ||
Redemption period, maximum number of days prior to maturity date | 60 days | ||
Redemption price, percentage | 100.00% | ||
2026 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 600,000 | ||
Interest Rate | 4.875% | ||
Redemption period, maximum number of days prior to maturity date | 90 days | ||
Redemption price, percentage | 100.00% | ||
2027 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 600,000 | ||
Interest Rate | 3.95% | ||
Redemption period, maximum number of days prior to maturity date | 90 days | ||
Redemption price, percentage | 100.00% | ||
2028 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 600,000 | $ 600,000 | |
Interest Rate | 3.40% | 3.40% | |
2029 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 600,000 | ||
Interest Rate | 3.10% | ||
Redemption period, maximum number of days prior to maturity date | 90 days | ||
Redemption price, percentage | 100.00% | ||
Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100.00% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - Convertible Debt [Member] | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Jun. 25, 2020 | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||
Aggregate balance outstanding | $ 252,719,000 | $ 321,802,000 | |
Unamortized discount | 331,000 | $ 1,855,000 | |
2020 Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt repurchase amount | $ 69,100,000 | ||
Interest rate | 3.75% | 3.75% | |
Aggregate balance outstanding | $ 252,700,000 | ||
Carrying value conversion options in additional paid-in capital | 12,100,000 | ||
Unamortized discount | $ 300,000 | ||
Remaining amortization period | 2 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) | 9 Months Ended | |||
Sep. 30, 2020USD ($)extension | Dec. 31, 2019USD ($) | Dec. 27, 2019USD ($) | May 23, 2018USD ($) | |
Line of Credit Facility [Line Items] | ||||
Outstanding balance | $ 5,885,270,000 | $ 5,705,725,000 | ||
Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding balance | $ 896,630,000 | $ 1,045,669,000 | ||
Number of extension option | extension | 2 | |||
Length of extension option | 6 months | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 2,900,000,000 | |||
Outstanding balance | $ 4,000,000 | |||
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 | |||
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 | $ 1,500,000,000 | 2,000,000,000 | ||
Outstanding balance | $ 0 | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.775% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.55% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.00% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.55% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | One Month LIBOR [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 900,000,000 | |||
Outstanding balance | $ 900,000,000 | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | LIBOR [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.85% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | LIBOR [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | Base Rate [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.00% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | Base Rate [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.75% | |||
Interest Rate Swap [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate | 3.59% |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative [Line Items] | ||||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ 5,441,000 | $ 656,000 | $ 11,995,000 | $ 870,000 |
Gain (loss) to be reclassified in next twelve months | 21,700,000 | 21,700,000 | ||
Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Amount of (loss) gain recognized in income on cash flow hedges | 3,700,000 | (20,900,000) | (81,400,000) | (48,500,000) |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Notional amount | 900,000,000 | 900,000,000 | ||
Designated as Hedging Instrument [Member] | Forward Starting Interest Rate [Member] | ||||
Derivative [Line Items] | ||||
Notional amount | 400,000,000 | 400,000,000 | ||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ 5,400,000 | $ 700,000 | $ 12,000,000 | $ 900,000 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Derivatives Designated as Hedging Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Derivative assets | $ 0 | $ 250 |
Derivative liabilities | (97,511) | (28,081) |
Designated as Hedging Instrument [Member] | Rent and Tenant Receivables and Other Assets, Net [Member] | Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 250 |
Designated as Hedging Instrument [Member] | Derivative, Deferred Rent, and Other Liabilities [Member] | Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities | $ (97,511) | $ (28,081) |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Tabular Disclosure Offsetting Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 0 | $ 250 |
Gross Amounts of Recognized Liabilities | (97,511) | (28,081) |
Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Net Amounts of Assets Presented in the Consolidated Balance Sheets | 0 | 250 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets | (97,511) | (28,081) |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ (97,511) | $ (27,831) |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - Credit Risk Related Contingent Features (Details) $ in Millions | Sep. 30, 2020USD ($) |
Interest Rate Swap [Member] | |
Derivative [Line Items] | |
Assets needed for immediate settlement, aggregate fair value | $ 99 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Supplemental disclosures: | ||||
Cash paid for interest | $ 176,694 | $ 203,438 | ||
Cash paid for income taxes | 5,601 | 4,474 | ||
Non-cash investing and financing activities: | ||||
Accrued capital expenditures, tenant improvements and real estate developments | 8,831 | 13,670 | ||
Real estate contributions to industrial partnership and office partnership | 17,240 | 29,577 | ||
Distributions declared and unpaid | 85,421 | 150,970 | ||
Distributions payable relinquished | $ 6,429 | 0 | 7,799 | |
Surrender of Limited Partner OP Units | $ 191,974 | $ 26,537 | 0 | 191,974 |
Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure | 0 | 19,525 | ||
Real estate investments received from lease related transactions | 259 | 0 | ||
Exchange of real estate investments | $ 0 | $ 8,900 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Payables (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 45,196 | $ 31,925 |
Accrued real estate and other taxes | 34,671 | 25,320 |
Accounts payable | 1,684 | 1,779 |
Accrued legal fees and litigation settlements | 523 | 25,571 |
Accrued other | 30,027 | 41,725 |
Total | $ 112,101 | $ 126,320 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Sep. 18, 2020 | Jun. 23, 2020 |
Faison [Member] | ||
Loss Contingencies [Line Items] | ||
Remaining ownership percentage | 10.00% | |
Audit Committee Investigation [Member] | ||
Loss Contingencies [Line Items] | ||
Civil penalty payment | $ 8 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Lessor, Lease, Description [Line Items] | |||
Number of Properties | property | 3,820 | ||
Weighted average remaining lease term | 15 years 10 months 24 days | ||
Weighted average discount rate | 4.92% | ||
Operating lease right-of-use assets | $ 205,346 | $ 215,227 | |
Operating lease liabilities | 214,102 | $ 221,061 | |
Increase (reduction) of right-of-use assets | 900 | $ 2,500 | |
Increase (reduction) of operating lease liabilities | $ 900 | 3,000 | |
Minimum [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Lease terms | 29 days | ||
Remaining lease terms | 1 month 6 days | ||
Maximum [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Lease terms | 24 years 4 months 24 days | ||
Remaining lease terms | 78 years 10 months 24 days | ||
Accounting Standards Update 2016-02 [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | 233,300 | ||
Operating lease liabilities | $ 236,300 |
Leases - Rental Revenue (Detail
Leases - Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Cash rent | $ 255,996 | $ 272,032 | $ 778,697 | $ 831,931 |
Straight-line rent | 12,595 | 5,470 | 18,053 | 20,925 |
Lease intangible amortization | (393) | (692) | (1,929) | (2,034) |
Property operating cost reimbursements | 1,581 | 1,418 | 4,372 | 4,304 |
Sub-lease | 5,175 | 5,328 | 15,718 | 16,099 |
Total fixed | 274,954 | 283,556 | 814,911 | 871,225 |
Variable | 18,585 | 19,219 | 55,438 | 60,008 |
Income from direct financing leases | 153 | 210 | 505 | 638 |
Total rental revenue | 293,692 | $ 302,985 | 870,854 | $ 931,871 |
Rental Revenue [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
COVID-19 effect, excluding straight line rent reserve | 9,200 | 13,900 | ||
COVID-19 effect, general reserve increase | 5,100 | 6,000 | ||
COVID-19 effect, amount not probable For collection | 4,100 | 7,900 | ||
COVID-19 effect, straight line rent receivable, increase in reserve | $ 1,000 | $ 4,700 |
Leases - Maturities of Lease Pa
Leases - Maturities of Lease Payments Receivable (Details) $ in Thousands | Sep. 30, 2020USD ($)property |
Future Minimum Operating Lease Payments | |
October 1, 2020 - December 31, 2020 | $ 257,995 |
2021 | 1,029,882 |
2022 | 975,313 |
2023 | 911,354 |
2024 | 839,902 |
2025 | 735,684 |
Thereafter | 4,515,176 |
Total | 9,265,306 |
Future Minimum Direct Financing Lease Payments | |
October 1, 2020 - December 31, 2020 | 534 |
2021 | 2,014 |
2022 | 1,925 |
2023 | 1,565 |
2024 | 510 |
2025 | 169 |
Thereafter | 655 |
Total | $ 7,372 |
Number of properties subject to direct financing leases | property | 19 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 5,933 | $ 5,794 | $ 19,643 | $ 18,190 |
Sublease income | $ (5,175) | $ (5,328) | $ (15,718) | $ (16,099) |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
October 1, 2020 - December 31, 2020 | $ 5,459 | |
2021 | 22,173 | |
2022 | 22,055 | |
2023 | 21,620 | |
2024 | 21,015 | |
2025 | 20,594 | |
Thereafter | 208,598 | |
Total | 321,514 | |
Less: imputed interest | 107,412 | |
Operating lease liabilities | $ 214,102 | $ 221,061 |
Equity - Common Stock and Gener
Equity - Common Stock and General Partner OP Units (Details) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (shares) | 1,091,242,138 | 1,076,845,984 |
Common stock, shares outstanding (shares) | 1,091,242,138 | 1,076,845,984 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 1,091,242,138 | 1,076,845,984 |
General partners', units issued (shares) | 1,091,242,138 | 1,076,845,984 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | General Partner [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 1,100,000,000 | |
General partners', units issued (shares) | 1,100,000,000 |
Equity - Common Stock Continuou
Equity - Common Stock Continuous Offering Program (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | |
Class of Stock [Line Items] | |||||
Issuance of Common Stock, net | $ 89,279,000 | $ 886,926,000 | $ 14,534,000 | $ 27,544,000 | |
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Distribution agreement gross sales price (up to) | $ 750,000,000 | $ 750,000,000 | |||
Common Stock Continuous Offering Program [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of Common Stock, net (shares) | 13.3 | ||||
Issuance of Common Stock, net | $ 90,600,000 | ||||
Proceeds from issuance of common stock | $ 89,400,000 | ||||
Number of shares available (shares) | 572.7 | 572.7 | |||
Offering cost | $ 100,000 | ||||
Common Stock Continuous Offering Program [Member] | Common Stock [Member] | Weighted Average [Member] | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $ 6.81 | $ 6.81 | |||
Share price net of offering costs (in dollars per share) | $ 6.73 | $ 6.73 |
Equity - Series F Preferred Sto
Equity - Series F Preferred Stock and Series F Preferred OP Units (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||
Preferred stock, shares issued (shares) | 18,871,246 | 30,871,246 |
Preferred stock, shares outstanding (shares) | 18,871,246 | 30,871,246 |
Series F Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, dividend rate (percent) | 6.70% | |
Preferred stock, liquidation preference per share (in dollars per share) | $ 25 | |
Dividend rate (in dollars per share) | $ 1.675 | |
Preferred stock redeemed (in shares) | 12,000,000 | |
Percentage of shares, issued and outstanding | 38.87% | |
Preferred stock, redemption price per share (in dollars per share) | $ 25 | |
Preferred stock, shares issued (shares) | 18,900,000 | |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
Class of Stock [Line Items] | ||
General partners', units issued (shares) | 18,871,246 | 18,871,246 |
General partners', units outstanding (shares) | 18,871,246 | 18,871,246 |
Limited partners', units issued (shares) | 49,766 | 49,766 |
Limited partners', units outstanding (shares) | 49,766 | 49,766 |
Equity - Limited Partner OP Uni
Equity - Limited Partner OP Units (Details) - VEREIT Operating Partnership, L.P. [Member] - Common Stock [Member] - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 760,169 | 786,719 |
Limited Partner [Member] | ||
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 800,000 | 800,000 |
Equity - Common Stock Dividends
Equity - Common Stock Dividends (Details) - $ / shares | Aug. 05, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Equity [Abstract] | |||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.077 | $ 0.077 | $ 0.077 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program (Details) - The 2019 Share Repurchase Program [Member] | 9 Months Ended |
Sep. 30, 2020USD ($)shares | |
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 (shares) | shares | 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) | $ 97,983 | $ (741,529) | $ 239,085 | $ (378,274) |
Net (income) loss attributable to non-controlling interests | (51) | 15,089 | (137) | 6,796 |
Net income (loss) attributable to the General Partner | 97,932 | (726,440) | 238,948 | (371,478) |
Dividends to preferred shares and units | (10,771) | (16,578) | (36,667) | (52,524) |
Net income (loss) available to common stockholders used in basic net income per share | 87,161 | (743,018) | 202,281 | (424,002) |
Income (loss) attributable to limited partners | 65 | 0 | 166 | 0 |
Net income (loss) used in diluted net income per share | $ 87,226 | $ (743,018) | $ 202,447 | $ (424,002) |
Weighted average number of Common Stock outstanding - basic (shares) | 1,083,687,807 | 978,982,729 | 1,080,010,859 | 973,760,599 |
Effect of dilutive securities (shares) | 1,450,569 | 0 | 1,429,965 | 0 |
Weighted Average Number of common units - diluted (shares) | 1,085,138,376 | 978,982,729 | 1,081,440,824 | 973,760,599 |
Basic and diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.08 | $ (0.76) | $ 0.19 | $ (0.43) |
VEREIT Operating Partnership, L.P. [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) | $ 97,983 | $ (741,529) | $ 239,085 | $ (378,274) |
Net (income) loss attributable to non-controlling interests | 14 | 25 | 29 | 83 |
Net income (loss) attributable to the General Partner | 97,997 | (741,504) | 239,114 | (378,191) |
Dividends to preferred shares and units | (10,771) | (16,578) | (36,667) | (52,524) |
Net income (loss) used in diluted net income per share | $ 87,226 | $ (758,082) | $ 202,447 | $ (430,715) |
Weighted average number of Common Stock outstanding - basic (shares) | 1,084,459,455 | 999,776,192 | 1,080,789,878 | 996,480,948 |
Effect of dilutive securities (shares) | 678,921 | 0 | 650,946 | 0 |
Weighted Average Number of common units - diluted (shares) | 1,085,138,376 | 999,776,192 | 1,081,440,824 | 996,480,948 |
Basic and diluted net income (loss) per unit attributable to common unitholders (in dollars per share) | $ 0.08 | $ (0.76) | $ 0.19 | $ (0.43) |
Net Income (Loss) Per Share_U_4
Net Income (Loss) Per Share/Unit - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Weighted average unvested Restricted Shares and Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 2,350,536 | 0 | 1,782,311 |
Weighted average unvested Restricted Shares and Restricted Stock Units [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 2,350,536 | 0 | 1,782,311 |
Weighted average stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 772,924 | 0 | 433,849 |
Weighted average stock options [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 772,924 | 0 | 433,849 |
Weighted average Limited Partner Common Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 20,793,463 | 0 | 22,720,350 |
Subsequent Events - Real Estate
Subsequent Events - Real Estate Investment Activity (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Oct. 30, 2020USD ($)property | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 18, 2020 | |
Subsequent Event [Line Items] | ||||
Estimated gain (loss) on sale of properties | $ (300) | $ (800) | ||
Acquisitions, 2020 [Member] | ||||
Subsequent Event [Line Items] | ||||
Total purchase price of assets acquired | $ 147,121 | |||
Faison JV Bethlehem GA, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Remaining ownership percentage | 10.00% | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Estimated gain (loss) on sale of properties | $ 100 | |||
Total purchase price of assets acquired | $ 32,800 | |||
Subsequent Event [Member] | Acquisitions, 2020 [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of real estate properties acquired | property | 7 | |||
Total purchase price of assets acquired | $ 20,300 | |||
Subsequent Event [Member] | Mezzanine, Distribution Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Total purchase price of assets acquired | $ 8,200 | |||
Subsequent Event [Member] | Faison JV Bethlehem GA, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Remaining ownership percentage | 10.00% | |||
Payments to acquire interest in joint venture | $ 4,300 | |||
Subsequent Event [Member] | Property Disposition, 2020 [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of real estate properties disposed | property | 1 | |||
Aggregate gross sales price | $ 200 |
Subsequent Events - Convertible
Subsequent Events - Convertible Debt (Details) - Convertible Debt [Member] - 2020 Convertible Notes [Member] - USD ($) $ in Millions | Oct. 01, 2020 | Sep. 30, 2020 | Jun. 25, 2020 |
Subsequent Event [Line Items] | |||
Debt repurchase amount | $ 69.1 | ||
Interest rate | 3.75% | 3.75% | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt repurchase amount | $ 8.7 |
Subsequent Events - Reverse Sto
Subsequent Events - Reverse Stock Split (Details) | Nov. 05, 2020$ / shares | Sep. 30, 2020$ / shares | Dec. 31, 2019$ / shares |
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Stock split, conversion ratio | 0.2 | ||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Cash paid, average closing price, period | 3 days |
Subsequent Events - Common Stoc
Subsequent Events - Common Stock Dividend (Details) - $ / shares | Nov. 04, 2020 | Aug. 05, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Subsequent Event [Line Items] | ||||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.077 | $ 0.077 | $ 0.077 | $ 0.1375 | $ 0.1375 | $ 0.1375 | $ 0.1375 | |
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.077 | |||||||
Dividend of common stock declared adjusted (in dollars per share) | $ 0.385 |
Subsequent Events - Preferred S
Subsequent Events - Preferred Stock Dividend (Details) - Subsequent Event [Member] | Nov. 04, 2020$ / 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 - Common St_2
Subsequent Events - Common Stock Continuous Offering Program (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 04, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | |
Subsequent Event [Line Items] | ||||||
Issuance of Common Stock, net | $ 89,279,000 | $ 886,926,000 | $ 14,534,000 | $ 27,544,000 | ||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Distribution agreement gross sales price (up to) | $ 750,000,000 | $ 750,000,000 | ||||
Common Stock Continuous Offering Program [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of Common Stock, net (shares) | 13.3 | |||||
Issuance of Common Stock, net | $ 90,600,000 | |||||
Proceeds from issuance of common stock | $ 89,400,000 | |||||
Common Stock Continuous Offering Program [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of Common Stock, net (shares) | 0.5 | |||||
Issuance of Common Stock, net | $ 3,300,000 | |||||
Proceeds from issuance of common stock | $ 3,200,000 | |||||
Weighted Average [Member] | Common Stock Continuous Offering Program [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share price (in dollars per share) | $ 6.81 | $ 6.81 | ||||
Share price net of offering costs (in dollars per share) | $ 6.73 | $ 6.73 | ||||
Weighted Average [Member] | Common Stock Continuous Offering Program [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share price (in dollars per share) | $ 7.04 | |||||
Share price net of offering costs (in dollars per share) | $ 6.96 |