Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017 | |
Document Information [Line Items] | |
Entity Registrant Name | SPIRIT REALTY CAPITAL, INC. |
Entity Central Index Key | 1,308,606 |
Document Type | 8-K |
Document Period End Date | Dec. 31, 2017 |
Amendment Flag | false |
Spirit Realty, L.P. | |
Document Information [Line Items] | |
Entity Registrant Name | SPIRIT REALTY, L.P. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Real estate investments: | ||
Land and improvements | $ 1,598,355 | $ 1,725,454 |
Buildings and improvements | 2,989,451 | 3,145,666 |
Total real estate investments | 4,587,806 | 4,871,120 |
Less: accumulated depreciation | (503,568) | (431,958) |
Net Real Estate Investment | 4,084,238 | 4,439,162 |
Loans receivable, net | 78,466 | 60,880 |
Intangible lease assets, net | 306,252 | 355,718 |
Real estate assets under direct financing leases, net | 24,865 | 36,005 |
Real estate assets held for sale, net | 20,469 | 100,861 |
Net investments | 4,514,290 | 4,992,626 |
Cash and cash equivalents | 8,792 | 5,914 |
Deferred costs and other assets, net | 121,949 | 86,181 |
Goodwill | 225,600 | 225,600 |
Assets related to SMTA Spin-Off | 2,392,880 | 2,367,650 |
Total assets | 7,263,511 | 7,677,971 |
Liabilities: | ||
Revolving Credit Facility | 112,000 | 86,000 |
Term Loan, net | 0 | 418,471 |
Senior Unsecured Notes, net | 295,321 | 295,112 |
Mortgages and notes payable, net | 589,644 | 822,789 |
Convertible Notes, net | 715,881 | 702,642 |
Total debt, net | 1,712,846 | 2,325,014 |
Intangible lease liabilities, net | 130,574 | 152,088 |
Accounts payable, accrued expenses and other liabilities | 131,642 | 136,676 |
Liabilities related to SMTA Spin-Off | 1,968,840 | 1,382,085 |
Total liabilities | 3,943,902 | 3,995,863 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares and no shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively, liquidation preference of $25.00 per share | 166,193 | 0 |
Common stock, $0.01 par value, 750,000,000 shares authorized: 448,868,269 shares and 483,624,120 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 4,489 | 4,836 |
Capital in excess of common stock par value | 5,193,631 | 5,177,086 |
Accumulated deficit | (2,044,704) | (1,499,814) |
Total stockholders’ equity | 3,319,609 | 3,682,108 |
Partners' Capital | ||
Total liabilities and stockholders' equity/partners' capital | 7,263,511 | 7,677,971 |
Spirit Realty, L.P. | ||
Real estate investments: | ||
Land and improvements | 1,598,355 | 1,725,454 |
Buildings and improvements | 2,989,451 | 3,145,666 |
Total real estate investments | 4,587,806 | 4,871,120 |
Less: accumulated depreciation | (503,568) | (431,958) |
Net Real Estate Investment | 4,084,238 | 4,439,162 |
Loans receivable, net | 78,466 | 60,880 |
Intangible lease assets, net | 306,252 | 355,718 |
Real estate assets under direct financing leases, net | 24,865 | 36,005 |
Real estate assets held for sale, net | 20,469 | 100,861 |
Net investments | 4,514,290 | 4,992,626 |
Cash and cash equivalents | 8,792 | 5,914 |
Deferred costs and other assets, net | 121,949 | 86,181 |
Goodwill | 225,600 | 225,600 |
Assets related to SMTA Spin-Off | 2,392,880 | 2,367,650 |
Total assets | 7,263,511 | 7,677,971 |
Liabilities: | ||
Revolving Credit Facility | 112,000 | 86,000 |
Term Loan, net | 0 | 418,471 |
Senior Unsecured Notes, net | 295,321 | 295,112 |
Mortgages and notes payable, net | 589,644 | 822,789 |
Notes payable to Spirit Realty Capital, Inc., net | 715,881 | 702,642 |
Total debt, net | 1,712,846 | 2,325,014 |
Intangible lease liabilities, net | 130,574 | 152,088 |
Accounts payable, accrued expenses and other liabilities | 131,642 | 136,676 |
Liabilities related to SMTA Spin-Off | 1,968,840 | 1,382,085 |
Total liabilities | 3,943,902 | 3,995,863 |
Commitments and contingencies | ||
Partners' Capital | ||
General partner's common capital, 3,988,218 units issued and outstanding as of both December 31, 2017 and December 31, 2016 | 24,426 | 26,586 |
Limited partners' preferred capital: 6,900,000 and no units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | 166,193 | 0 |
Limited partners' common capital, 444,880,051 and 479,635,902 units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | 3,128,990 | 3,655,522 |
Total partners' capital | 3,319,609 | 3,682,108 |
Total liabilities and stockholders' equity/partners' capital | $ 7,263,511 | $ 7,677,971 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0 |
Preferred stock, shares authorized | 20,000,000 | 0 |
Preferred stock, shares issued | 6,900,000 | 0 |
Preferred stock, shares outstanding | 6,900,000 | 0 |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 448,868,269 | 483,624,120 |
Common stock, shares outstanding | 448,868,269 | 483,624,120 |
Spirit Realty, L.P. | ||
Partners' Capital | ||
General partners' common capital, units issued | 3,988,218 | 3,988,218 |
General partners' common capital, units outstanding | 3,988,218 | 3,988,218 |
Limited partners' common capital, units issued | 444,880,051 | 479,635,902 |
Limited partners' common capital, units outstanding | 444,880,051 | 479,635,902 |
Limited partners' preferred capital, units issued | 6,900,000 | 0 |
Limited partners' preferred capital, units outstanding | 6,900,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Rentals | $ 409,349 | $ 408,116 | $ 381,238 |
Interest income on loans receivable | 3,346 | 3,399 | 3,647 |
Earned income from direct financing leases | 2,078 | 2,742 | 3,024 |
Tenant reimbursement income | 14,911 | 11,887 | 13,931 |
Other income | 1,574 | 9,196 | 866 |
Total revenues | 431,258 | 435,340 | 402,706 |
Expenses: | |||
General and administrative | 57,512 | 50,607 | 45,663 |
Restructuring charges | 0 | 6,341 | 7,056 |
Property costs (including reimbursable) | 25,973 | 24,089 | 21,379 |
Real estate acquisition costs | 1,434 | 2,904 | 2,352 |
Interest | 113,394 | 118,690 | 139,183 |
Depreciation and amortization | 173,686 | 173,036 | 166,478 |
Impairments | 61,597 | 61,395 | 50,381 |
Total expenses | 433,596 | 437,062 | 432,492 |
Loss from continuing operations before other income (expense) and income tax expense | (2,338) | (1,722) | (29,786) |
Other income (expense): | |||
Gain (loss) on debt extinguishment | 579 | 1,605 | (2,375) |
Gain (loss) on disposition of assets | 42,698 | 29,623 | (61) |
Total other income (expense) | 43,277 | 31,228 | (2,436) |
Income (loss) from continuing operations before income tax expense | 40,939 | 29,506 | (32,222) |
Income tax expense | (511) | (868) | (479) |
Income (loss) from continuing operations | 40,428 | 28,638 | (32,701) |
Income used in basic and diluted income per share from discontinued operations | 36,720 | 68,808 | 125,913 |
Net Income | 77,148 | 97,446 | 93,212 |
Less: dividends paid to preferred stockholders | (2,530) | 0 | 0 |
Net income attributable to common stockholders/ after preferred distributions | $ 74,618 | $ 97,446 | $ 93,212 |
Net income per share attributable to common stockholders - basic: | |||
Continuing operations (in dollars per share) | $ 0.08 | $ 0.06 | $ (0.08) |
Discontinued operations (in dollars per share) | 0.08 | 0.15 | 0.29 |
Net income per share attributable to common stockholders—basic (in dollars per share) | 0.16 | 0.21 | 0.21 |
Net income per share attributable to common stockholders - diluted: | |||
Continuing operations (in dollars per share) | 0.08 | 0.06 | (0.08) |
Discontinued operations (in dollars per share) | 0.08 | 0.15 | 0.29 |
Net income per share attributable to common stockholders—diluted (in dollars per share) | $ 0.16 | $ 0.21 | $ 0.21 |
Weighted average shares of common stock outstanding: | |||
Basic (in shares) | 467,934,945 | 469,217,776 | 432,222,953 |
Diluted (in shares) | 467,942,788 | 469,246,265 | 432,222,953 |
Spirit Realty, L.P. | |||
Revenues: | |||
Rentals | $ 409,349 | $ 408,116 | $ 381,238 |
Interest income on loans receivable | 3,346 | 3,399 | 3,647 |
Earned income from direct financing leases | 2,078 | 2,742 | 3,024 |
Tenant reimbursement income | 14,911 | 11,887 | 13,931 |
Other income | 1,574 | 9,196 | 866 |
Total revenues | 431,258 | 435,340 | 402,706 |
Expenses: | |||
General and administrative | 57,512 | 50,607 | 45,663 |
Restructuring charges | 0 | 6,341 | 7,056 |
Property costs (including reimbursable) | 25,973 | 24,089 | 21,379 |
Real estate acquisition costs | 1,434 | 2,904 | 2,352 |
Interest | 113,394 | 118,690 | 139,183 |
Depreciation and amortization | 173,686 | 173,036 | 166,478 |
Impairments | 61,597 | 61,395 | 50,381 |
Total expenses | 433,596 | 437,062 | 432,492 |
Loss from continuing operations before other income (expense) and income tax expense | (2,338) | (1,722) | (29,786) |
Other income (expense): | |||
Gain (loss) on debt extinguishment | 579 | 1,605 | (2,375) |
Gain (loss) on disposition of assets | 42,698 | 29,623 | (61) |
Total other income (expense) | 43,277 | 31,228 | (2,436) |
Income (loss) from continuing operations before income tax expense | 40,939 | 29,506 | (32,222) |
Income tax expense | (511) | (868) | (479) |
Income (loss) from continuing operations | 40,428 | 28,638 | (32,701) |
Income used in basic and diluted income per share from discontinued operations | 36,720 | 68,808 | 125,913 |
Net Income | 77,148 | 97,446 | 93,212 |
Less: dividends paid to preferred stockholders | (2,530) | 0 | 0 |
Net income attributable to common stockholders/ after preferred distributions | 74,618 | 97,446 | 93,212 |
Net income attributable to general partners - Continuing operations | 353 | 243 | (300) |
Net income attributable to general partners - Discontinued operations | 304 | 582 | 1,155 |
Net income attributable to general partners | 657 | 825 | 855 |
Net income attributable to limited partners - Continuing operations | 40,075 | 28,395 | (32,401) |
Net income attributable to limited partners - Discontinued operations | 36,416 | 68,226 | 124,758 |
Net income attributable to limited partners | $ 76,491 | $ 96,621 | $ 92,357 |
Net income per share attributable to common stockholders - basic: | |||
Continuing operations net income per common partnership unit - basic (in dollars per share) | $ 0.08 | $ 0.06 | $ (0.08) |
Discontinued operations net income per common partnership unit - basic (in dollars per share) | 0.08 | 0.15 | 0.29 |
Net income per common partnership unit - basic (in dollars per share) | 0.16 | 0.21 | 0.21 |
Net income per share attributable to common stockholders - diluted: | |||
Continuing operations net income per common partnership unit - diluted (in dollars per share) | 0.08 | 0.06 | (0.08) |
Discontinued operations net income per common partnership unit - diluted (in dollars per share) | 0.08 | 0.15 | 0.29 |
Net income per common partnership unit —diluted (in dollars per share) | $ 0.16 | $ 0.21 | $ 0.21 |
Weighted average common partnership units outstanding: | |||
Basic (in shares) | 467,934,945 | 469,217,776 | 432,222,953 |
Diluted (in shares) | 467,942,788 | 469,246,265 | 432,222,953 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income | $ 77,148 | $ 97,446 | $ 93,212 |
Net income attributable to common stockholders | 74,618 | 97,446 | 93,212 |
Other comprehensive income: | |||
Change in net unrealized losses on cash flow hedges | 0 | (1,137) | (1,190) |
Net cash flow hedge losses reclassified to operations | 0 | 2,165 | 1,245 |
Total comprehensive income | 74,618 | 98,474 | 93,267 |
Spirit Realty, L.P. | |||
Net income | 77,148 | 97,446 | 93,212 |
Net income attributable to common stockholders | 74,618 | 97,446 | 93,212 |
Other comprehensive income: | |||
Change in net unrealized losses on cash flow hedges | 0 | (1,137) | (1,190) |
Net cash flow hedge losses reclassified to operations | 0 | 2,165 | 1,245 |
Total comprehensive income | $ 77,148 | $ 98,474 | $ 93,267 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Series A Preferred Stock | Preferred Stock Including Additional Paid in Capital [Member] | Preferred Stock Including Additional Paid in Capital [Member]Series A Preferred Stock | Common Stock | Capital in Excess of Par Value | Accumulated Deficit | AOCL |
Preferred shares outstanding, beginning of period at Dec. 31, 2014 | 0 | |||||||
Common shares outstanding, beginning of period at Dec. 31, 2014 | 411,350,440 | |||||||
Balances, beginning of period at Dec. 31, 2014 | $ 3,311,662 | $ 0 | $ 4,113 | $ 4,361,320 | $ (1,052,688) | $ (1,083) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 93,212 | 93,212 | ||||||
Other comprehensive income | 55 | 55 | ||||||
Dividends declared on common stock | (298,531) | (298,531) | ||||||
Tax withholdings related to net stock settlements (in shares) | (426,158) | |||||||
Tax withholdings related to net stock settlements | (4,272) | $ (4) | (4,268) | |||||
Issuance of shares of common stock, net (in shares) | 29,610,100 | |||||||
Issuance of shares of common stock, net | 347,211 | $ 296 | 346,915 | |||||
Exercise of stock options (in shares) | 5,000 | |||||||
Exercise of stock options | 46 | 46 | ||||||
Stock-based compensation, net (in shares) | 1,280,582 | |||||||
Stock-based compensation, net | 12,491 | $ 13 | 13,042 | (564) | ||||
Net income attributable to common stockholders/ after preferred distributions | 93,212 | |||||||
Preferred shares outstanding, end of period at Dec. 31, 2015 | 0 | |||||||
Common shares outstanding, end of period at Dec. 31, 2015 | 441,819,964 | |||||||
Balances, end of period at Dec. 31, 2015 | 3,461,874 | $ 0 | $ 4,418 | 4,721,323 | (1,262,839) | (1,028) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 97,446 | 97,446 | ||||||
Other comprehensive income | 1,028 | 1,028 | ||||||
Dividends declared on common stock | (333,180) | (333,180) | ||||||
Tax withholdings related to net stock settlements (in shares) | (72,835) | |||||||
Tax withholdings related to net stock settlements | (753) | $ (1) | (752) | |||||
Issuance of shares of common stock, net (in shares) | 40,835,360 | |||||||
Issuance of shares of common stock, net | 446,613 | $ 408 | 446,205 | |||||
Stock-based compensation, net (in shares) | 1,041,631 | |||||||
Stock-based compensation, net | 9,080 | $ 11 | 9,558 | (489) | ||||
Net income attributable to common stockholders/ after preferred distributions | $ 97,446 | |||||||
Preferred shares outstanding, end of period at Dec. 31, 2016 | 0 | 0 | ||||||
Common shares outstanding, end of period at Dec. 31, 2016 | 483,624,120 | 483,624,120 | ||||||
Balances, end of period at Dec. 31, 2016 | $ 3,682,108 | $ 0 | $ 4,836 | 5,177,086 | (1,499,814) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 77,148 | 77,148 | ||||||
Dividends declared on common stock | (332,402) | (332,402) | ||||||
Tax withholdings related to net stock settlements (in shares) | (440,312) | |||||||
Tax withholdings related to net stock settlements | (3,542) | $ (4) | (3,538) | |||||
Repurchase of common shares (in shares) | (35,839,965) | |||||||
Repurchase of common shares | (283,089) | $ (358) | (282,731) | |||||
Issuance of shares of common stock, net (in shares) | 6,900,000 | |||||||
Issuance of shares of common stock, net | $ 166,193 | $ 166,193 | ||||||
Stock-based compensation, net (in shares) | 1,524,426 | |||||||
Stock-based compensation, net | 15,723 | $ 15 | 16,545 | (837) | ||||
Dividends declared on preferred stock | (2,530) | (2,530) | ||||||
Net income attributable to common stockholders/ after preferred distributions | $ 74,618 | 74,618 | ||||||
Preferred shares outstanding, end of period at Dec. 31, 2017 | 6,900,000 | 6,900,000 | ||||||
Common shares outstanding, end of period at Dec. 31, 2017 | 448,868,269 | 448,868,269 | ||||||
Balances, end of period at Dec. 31, 2017 | $ 3,319,609 | $ 166,193 | $ 4,489 | $ 5,193,631 | $ (2,044,704) | $ 0 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital Statement - USD ($) $ in Thousands | Total | Spirit Realty, L.P. | Spirit Realty, L.P.Preferred Partnership Units | Spirit Realty, L.P.General Partner | [2] | Spirit Realty, L.P.Limited Partner | Spirit Realty, L.P.Limited PartnerPreferred Partnership Units | Series A Preferred Stock | Series A Preferred StockSpirit Realty, L.P. | Series A Preferred StockPreferred Stock Including Additional Paid in Capital [Member] | Series A Preferred StockPreferred Stock Including Additional Paid in Capital [Member]Spirit Realty, L.P. | [1] | |||
Partners' preferred units, beginning of year at Dec. 31, 2014 | [1] | 0 | |||||||||||||
Partners' common units, beginning of year at Dec. 31, 2014 | 3,988,218 | 407,362,222 | [1] | ||||||||||||
Partners' capital balance, beginning of year at Dec. 31, 2014 | $ 3,311,662 | $ 30,456 | $ 3,281,206 | [1] | $ 0 | [1] | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||
Net income | $ 93,212 | 93,212 | 855 | 92,357 | [1] | ||||||||||
Other comprehensive income | 55 | 55 | 1 | 54 | [1] | ||||||||||
Partnership distributions declared | (298,531) | $ (2,738) | $ (295,793) | [1] | |||||||||||
Net income attributable to common stockholders/ after preferred distributions | 93,212 | 93,212 | |||||||||||||
Issuance of shares of common stock, net | 347,211 | ||||||||||||||
Tax withholdings related to net partnership unit settlements (in units) | [1] | (426,158) | |||||||||||||
Tax withholdings related to net stock settlements | (4,272) | (4,272) | $ (4,272) | [1] | |||||||||||
Issuance of partnership units, net (in units) | [1] | 29,610,100 | |||||||||||||
Issuance of partnership units, net | 347,211 | $ 347,211 | [1] | ||||||||||||
Exercise of partnership units (in units) | [1] | 5,000 | |||||||||||||
Exercise of partnership units | 46 | $ 46 | [1] | ||||||||||||
Stock-based compensation (in units) | [1] | 1,280,582 | |||||||||||||
Stock-based compensation, net | 12,491 | $ 12,491 | [1] | ||||||||||||
Partners' preferred units, end of year at Dec. 31, 2015 | [1] | 0 | |||||||||||||
Partners' common units, end of year at Dec. 31, 2015 | 3,988,218 | 437,831,746 | [1] | ||||||||||||
Partners' capital balance, end of year at Dec. 31, 2015 | 3,461,874 | $ 28,574 | $ 3,433,300 | [1] | $ 0 | [1] | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||
Net income | 97,446 | 97,446 | 825 | 96,621 | [1] | ||||||||||
Other comprehensive income | 1,028 | 1,028 | 9 | 1,019 | [1] | ||||||||||
Partnership distributions declared | (333,180) | $ (2,822) | $ (330,358) | [1] | |||||||||||
Net income attributable to common stockholders/ after preferred distributions | 97,446 | 97,446 | |||||||||||||
Issuance of shares of common stock, net | 446,613 | ||||||||||||||
Tax withholdings related to net partnership unit settlements (in units) | [1] | (72,835) | |||||||||||||
Tax withholdings related to net stock settlements | (753) | (753) | $ (753) | [1] | |||||||||||
Issuance of partnership units, net (in units) | [1] | 40,835,360 | |||||||||||||
Issuance of partnership units, net | 446,613 | $ 446,613 | [1] | ||||||||||||
Stock-based compensation (in units) | [1] | 1,041,631 | |||||||||||||
Stock-based compensation, net | 9,080 | $ 9,080 | [1] | ||||||||||||
Partners' preferred units, end of year at Dec. 31, 2016 | [1] | 0 | |||||||||||||
Partners' common units, end of year at Dec. 31, 2016 | 3,988,218 | 479,635,902 | [1] | ||||||||||||
Partners' capital balance, end of year at Dec. 31, 2016 | 3,682,108 | $ 26,586 | $ 3,655,522 | [1] | $ 0 | [1] | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||
Net income | 77,148 | 77,148 | 657 | 76,491 | [1] | ||||||||||
Partnership distributions declared | (332,402) | $ (2,530) | (2,817) | (329,585) | [1] | $ (2,530) | [1] | ||||||||
Net income attributable to common stockholders/ after preferred distributions | 74,618 | 74,618 | 657 | $ 73,961 | [1] | ||||||||||
Issuance of shares of common stock, net (in shares) | 6,900,000 | 6,900,000 | |||||||||||||
Issuance of shares of common stock, net | $ 166,193 | $ 166,193 | $ 166,193 | $ 166,193 | |||||||||||
Tax withholdings related to net partnership unit settlements (in units) | [1] | (440,312) | |||||||||||||
Tax withholdings related to net stock settlements | $ (3,542) | (3,542) | $ (3,542) | [1] | |||||||||||
Stock-based compensation (in units) | [1] | 1,524,426 | |||||||||||||
Stock-based compensation, net | 15,723 | $ 0 | $ 15,723 | [1] | |||||||||||
Repurchase of partnership units (in units) | [1] | (35,839,965) | |||||||||||||
Repurchase of partnership units | (283,089) | $ (283,089) | [1] | ||||||||||||
Partners' preferred units, end of year at Dec. 31, 2017 | [1] | 6,900,000 | |||||||||||||
Partners' common units, end of year at Dec. 31, 2017 | 3,988,218 | 444,880,051 | [1] | ||||||||||||
Partners' capital balance, end of year at Dec. 31, 2017 | $ 3,319,609 | $ 24,426 | $ 3,128,990 | [1] | $ 166,193 | [1] | |||||||||
[1] | Consists of limited partnership interests held by Spirit Realty Capital, Inc. and Spirit Notes Partner, LLC. | ||||||||||||||
[2] | Consists of general partnership interests held by Spirit General OP Holdings, LLC |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net income | $ 77,148 | $ 97,446 | $ 93,212 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 256,019 | 262,276 | 260,633 |
Impairments | 102,330 | 88,275 | 70,729 |
Amortization of deferred financing costs | 9,896 | 9,070 | 7,937 |
Payments to terminate interest rate swap | 0 | (1,724) | 0 |
Derivative net settlements, amortization and terminations | 0 | 1,811 | (132) |
Amortization of debt discounts | 13,572 | 6,217 | 2,322 |
Stock-based compensation expense | 16,560 | 9,570 | 13,321 |
Loss (gain) on debt extinguishment | 1,645 | (233) | 3,162 |
Gains on dispositions of real estate and other assets | (65,106) | (52,365) | (69,011) |
Non-cash revenue | (28,439) | (26,333) | (20,930) |
Bad debt expense and other | 5,913 | (594) | 151 |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | 2,866 | (6,561) | (604) |
Accounts payable, accrued expenses and other liabilities | 1,578 | 6,308 | 12,772 |
Accrued restructuring charges | 0 | (5,535) | 5,926 |
Net cash provided by operating activities | 393,982 | 387,628 | 379,488 |
Investing activities | |||
Acquisitions of real estate | (279,934) | (655,835) | (875,983) |
Capitalized real estate expenditures | (46,100) | (27,078) | (10,269) |
Investments in loans receivable | (4,995) | (5,073) | (4,020) |
Collections of principal on loans receivable and real estate assets under direct financing leases | 12,769 | 8,410 | 6,822 |
Proceeds from dispositions of real estate and other assets | 472,496 | 524,776 | 496,646 |
Net cash provided by (used in) investing activities | 154,236 | (154,800) | (386,804) |
Financing activities | |||
Borrowings under Revolving Credit Facilities | 940,200 | 1,080,000 | 798,000 |
Repayments under Revolving Credit Facilities | (914,200) | (994,000) | (813,181) |
Borrowings under mortgages and notes payable | 618,603 | 0 | 0 |
Repayments under mortgages and notes payable | (221,310) | (863,836) | (516,054) |
Borrowings under Term Loan | 0 | 796,000 | 325,000 |
Repayments under Term Loan | (420,000) | (701,000) | 0 |
Borrowings under Senior Unsecured Notes | 0 | 298,134 | 0 |
Debt extinguishment costs | (3,305) | (28,531) | (8,112) |
Deferred financing costs | (8,255) | (4,352) | (6,150) |
Proceeds from issuance of common stock, net of offering costs | 0 | 446,613 | 347,211 |
Proceeds from issuance of preferred stock, net of offering costs | 166,193 | 0 | 0 |
Repurchase of shares of common stock | (286,631) | (753) | (4,272) |
Proceeds from exercise of stock options/ partnership units | 0 | 0 | 46 |
Preferred stock distributions/dividends paid | (2,530) | 0 | 0 |
Common stock distributions/dividends paid | (339,174) | (323,640) | (292,262) |
Net cash used in financing activities | (470,409) | (295,365) | (169,774) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 77,809 | (62,537) | (177,090) |
Cash, cash equivalents and restricted cash, beginning of year | 36,898 | 99,435 | 276,525 |
Cash, cash equivalents and restricted cash, end of year | 114,707 | 36,898 | 99,435 |
Spirit Realty, L.P. | |||
Operating activities | |||
Net income | 77,148 | 97,446 | 93,212 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 256,019 | 262,276 | 260,633 |
Impairments | 102,330 | 88,275 | 70,729 |
Amortization of deferred financing costs | 9,896 | 9,070 | 7,937 |
Payments to terminate interest rate swap | 0 | (1,724) | 0 |
Derivative net settlements, amortization and terminations | 0 | 1,811 | (132) |
Amortization of debt discounts | 13,572 | 6,217 | 2,322 |
Stock-based compensation expense | 16,560 | 9,570 | 13,321 |
Loss (gain) on debt extinguishment | 1,645 | (233) | 3,162 |
Gains on dispositions of real estate and other assets | (65,106) | (52,365) | (69,011) |
Non-cash revenue | (28,439) | (26,333) | (20,930) |
Bad debt expense and other | 5,913 | (594) | 151 |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | 2,866 | (6,561) | (604) |
Accounts payable, accrued expenses and other liabilities | 1,578 | 6,308 | 12,772 |
Accrued restructuring charges | 0 | (5,535) | 5,926 |
Net cash provided by operating activities | 393,982 | 387,628 | 379,488 |
Investing activities | |||
Acquisitions of real estate | (279,934) | (655,835) | (875,983) |
Capitalized real estate expenditures | (46,100) | (27,078) | (10,269) |
Investments in loans receivable | (4,995) | (5,073) | (4,020) |
Collections of principal on loans receivable and real estate assets under direct financing leases | 12,769 | 8,410 | 6,822 |
Proceeds from dispositions of real estate and other assets | 472,496 | 524,776 | 496,646 |
Net cash provided by (used in) investing activities | 154,236 | (154,800) | (386,804) |
Financing activities | |||
Borrowings under Revolving Credit Facilities | 940,200 | 1,080,000 | 798,000 |
Repayments under Revolving Credit Facilities | (914,200) | (994,000) | (813,181) |
Borrowings under mortgages and notes payable | 618,603 | 0 | 0 |
Repayments under mortgages and notes payable | (221,310) | (863,836) | (516,054) |
Borrowings under Term Loan | 0 | 796,000 | 325,000 |
Repayments under Term Loan | (420,000) | (701,000) | 0 |
Borrowings under Senior Unsecured Notes | 0 | 298,134 | 0 |
Debt extinguishment costs | (3,305) | (28,531) | (8,112) |
Deferred financing costs | (8,255) | (4,352) | (6,150) |
Proceeds from issuance of common stock, net of offering costs | 0 | 446,613 | 347,211 |
Proceeds from issuance of preferred stock, net of offering costs | 166,193 | 0 | 0 |
Repurchase of partnership units | (286,631) | (753) | (4,272) |
Proceeds from exercise of stock options/ partnership units | 0 | 0 | 46 |
Preferred stock distributions/dividends paid | (2,530) | 0 | 0 |
Common stock distributions/dividends paid | (339,174) | (323,640) | (292,262) |
Net cash used in financing activities | (470,409) | (295,365) | (169,774) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 77,809 | (62,537) | (177,090) |
Cash, cash equivalents and restricted cash, beginning of year | 36,898 | 99,435 | 276,525 |
Cash, cash equivalents and restricted cash, end of year | $ 114,707 | $ 36,898 | $ 99,435 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Organization and Operations Spirit Realty Capital, Inc. (the "Corporation" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by investing primarily in and managing a portfolio of single-tenant, operationally essential real estate throughout the U.S. that is generally leased on a long-term, triple-net basis to tenants operating within predominantly retail, but also office and industrial property types. Single tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits.The Company began operations through a predecessor legal entity in 2003. The Company’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership") and its subsidiaries. Spirit General OP Holdings, LLC ("OP Holdings"), one of the Corporation's wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. The Corporation and a wholly-owned subsidiary ("Spirit Notes Partner, LLC") are the only limited partners and together own the remaining 99% of the Operating Partnership. On May 31, 2018, (the "Distribution Date"), the Company completed the previously announced spin-off (the "Spin-Off") of the assets that collateralize Master Trust 2014, properties leased to Shopko, and certain other assets into an independent, publicly traded REIT, Spirit MTA REIT ("SMTA"). The historical financial results of SMTA are reflected in these consolidated financial statements as discontinued operations for all periods presented, including in our unaudited Note 16. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting and Principles of Consolidation The accompanying consolidated financial statements of the Company and the Operating Partnership have been prepared on the accrual basis of accounting, in accordance with GAAP. The consolidated financial statements of the Company include the accounts of the Corporation and its wholly-owned subsidiaries. The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. All expenses incurred by the Company have been allocated to the Operating Partnership in accordance with the Operating Partnership's first amended and restated agreement of limited partnership, which management determined to be a reasonable method of allocation. Therefore, expenses incurred would not be materially different if the Operating Partnership had operated as an unaffiliated entity. The Company has formed numerous special purpose entities to acquire and hold real estate encumbered by indebtedness (see Note 4). Each special purpose entity is a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted under their governing documents. As of December 31, 2017 and 2016 , net assets totaling $2.78 billion and $2.95 billion , respectively, were held, and net liabilities totaling $2.63 billion and $2.26 billion , respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets. Discontinued Operations A discontinued operation represents: (i) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition. Examples of a strategic shift include disposing of: (i) a separate major line of business, (ii) a separate major geographic area of operations, or (iii) other major parts of the Company. The Company determined that the Spin- Off represented a strategic shift that has a major effect on the Company's results and, therefore, SMTA's operations qualify as discontinued operations. See Note 11 for further discussion of discontinued operations. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. Segment Reporting The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments. Real Estate Investments Carrying Value of Real Estate Investments The Company’s real estate properties are recorded at cost and depreciated using the straight-line method over the estimated remaining useful lives of the properties, which generally range from 20 to 50 years for buildings and improvements and from 5 to 20 years for land improvements. Portfolio assets classified as “held for sale” are not depreciated . Properties classified as “held for sale” are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Purchase Accounting and Acquisition of Real Estate When acquiring a property, the purchase price (including acquisition and closing costs) is allocated to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, the purchase price of real estate is allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. In making estimates of fair values for this purpose, a number of sources are used, including independent appraisals and information obtained about each property as a result of pre-acquisition due diligence and marketing and leasing activities. Lease Intangibles Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on the Company’s estimate of costs related to acquiring a tenant and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease. In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. If the Company believes it is likely a lease will terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in the Company’s consolidated statements of operations. Investment in Direct Financing Leases For real estate property leases classified as direct financing leases, the building portion of the lease is accounted for as a direct financing lease, while the land portion is accounted for as operating leases when certain criteria are met. For direct financing leases, the Company records an asset which represents the net investment that is determined by using the aggregate of the total amount of future minimum lease payments, the estimated residual value of the leased property and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed annually, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased property. Actual residual values realized could differ from these estimates. The Company evaluates the collectability of future minimum lease payments on each direct financing lease primarily through the evaluation of payment history and the underlying creditworthiness of the tenant. There were no amounts past due as of December 31, 2017 and 2016 . The Company’s direct financing leases are evaluated individually for the purpose of determining if an allowance is needed. Any write-down of an estimated residual value is recognized as an impairment loss in the current period and earned income adjusted prospectively. The Company's direct financing leases were acquired in connection with the Merger. There were no impairment losses on direct financing leases during the years ended December 31, 2017 and 2016 . There were $4.8 million in impairment losses related to two direct financing leases during the year ended December 31, 2015 . Impairment The Company reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors in making this assessment. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors. Revenue Recognition The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur . Tenant receivables are carried net of the allowances for uncollectible amounts. The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and the Company records a provision for losses against rental revenues if collectability of these future rents is not reasonably assured. Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one -year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 2 times CPI over a specified period, (b) a fixed percentage, or (c) a fixed schedule. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred. Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, the Company recognizes contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs. The Company suspends revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier. Lease termination fees are included in other income on the Company’s consolidated statements of operations and are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met. The Company recorded lease termination fees of $5.0 million , $7.3 million and $5.8 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. Goodwill Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company did no t record any impairment on its existing goodwill for the years ended December 31, 2017 , 2016 and 2015 . Prior to the Company's adoption of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, on January 1, 2017 on a prospective basis, when the Company disposed of a real estate asset that constituted a business under GAAP, a portion of goodwill was allocated to the carrying value of the real estate asset considered to be a business to determine the gain or loss on the disposal. The portion of goodwill allocated was derived from the proportionate fair value of the business to the fair value of the Company’s reporting unit. Goodwill related to real estate assets not previously classified as held for sale of $6.3 million and $12.7 million was written off during the years ended December 31, 2016 and 2015 , respectively. Under the new guidance, the dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale. The following table presents a reconciliation of the Company’s goodwill from January 1, 2015 to December 31, 2017 (in thousands): Consolidated Balance as of December 31, 2014 $ 285,848 Goodwill allocated to dispositions of a business (21,498 ) Balance as of December 31, 2015 264,350 Goodwill allocated to dispositions of a business (10,010 ) Balance as of December 31, 2016 254,340 Goodwill allocated to dispositions of a business — Balance as of December 31, 2017 $ 254,340 Allowance for Doubtful Accounts The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as 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 tenant operates. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. The Company provided for reserves for uncollectible amounts totaling $12.4 million and $6.4 million at December 31, 2017 and 2016 , respectively, against accounts receivable balances of $27.2 million and $25.3 million , respectively. Receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets. Receivables are written off against the reserves for uncollectible amounts when all possible means of collection have been exhausted. For deferred rental revenues related to the straight-line method of reporting rental revenue, the collectability review includes management’s estimates of amounts that will not be realized and an assessment of the risks inherent in the portfolio, giving consideration to historical experience. The Company established a reserve for losses of $1.8 million and $7.7 million at December 31, 2017 and 2016 , respectively, against deferred rental revenue receivables of $81.6 million and $71.1 million , respectively. Deferred rental revenue receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. Loans Receivable Loans receivable consists of mortgage loans, net of premium, and notes receivables. Interest on loans receivable is recognized using the effective interest rate method. Impairment and Allowance for Loan Losses The Company periodically evaluates the collectability of its loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted. As of December 31, 2017 , there was an allowance for loan losses on loans receivable of $0.4 million and a $0.5 million allowance for loan losses as of December 31, 2016 . A loan is placed on non-accrual status when the loan has become 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on non-accrual status, interest income is recognized only when received. Five mortgage loans were on non-accrual status with a balance of $1.5 million as of December 31, 2017 , compared to none as of December 31, 2016 . No notes receivable were on non-accrual status as of December 31, 2017 , compared to one note receivable on non-accrual status with a balance of $0.5 million as of December 31, 2016 . Accounting for Derivative Financial Instruments and Hedging Activities The Company utilizes derivative instruments such as interest rate swaps and caps for purposes of hedging exposures to fluctuations in interest rates associated with certain of its financing transactions. At the inception of a hedge transaction, the Company enters into a contractual arrangement with the hedge counterparty and formally documents the relationship between the derivative instrument and the financing transaction being hedged, as well as its risk management objective and strategy for undertaking the hedge transaction. At inception and at least quarterly thereafter, a formal assessment is performed to determine whether the derivative instrument has been highly effective in offsetting changes in cash flows of the related financing transaction and whether it is expected to be highly effective in the future. The fair value of the derivative instrument is recorded on the balance sheet as either an asset or liability. For derivatives designated as cash flow hedges, the effective portions of the corresponding change in fair value of the derivatives are recorded in AOCL within stockholders’ equity and partners' capital. Changes in fair value reported in other comprehensive income (loss) are reclassified to operations in the period in which operations are affected by the underlying hedged transaction. Any ineffective portions of the change in fair value are recognized immediately in general and administrative expense. The amounts paid or received on the hedge are recognized as adjustments to interest expense (see Note 5). Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term instruments. Restricted cash is classified within deferred costs and other assets, net in the accompanying consolidated balance sheets. Cash, cash equivalents and restricted cash consisted of the following (in thousands): December 31, 2017 December 31, 2016 December 31, 2015 Cash and cash equivalents $ 8,798 $ 10,059 $ 21,790 Restricted cash: Collateral deposits (1) 1,751 2,044 15,500 Tenant improvements, repairs, and leasing commissions (2) 8,257 9,739 8,362 Master Trust Release (3) 85,703 14,412 12,091 Liquidity reserve (4) 5,503 — — 1031 Exchange proceeds, net — — 39,869 Other (5) 4,695 644 1,823 Total cash, cash equivalents and restricted cash $ 114,707 $ 36,898 $ 99,435 (1) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. (2) Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant. (3) Proceeds from the sale of assets pledged as collateral under the Spirit Master Funding Program, which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. (4) Liquidity reserve cash was placed on deposit in conjunction with issuance of additional series of notes under Master Trust 2014 in December 2017 and is held until there is a cashflow shortfall as defined in the Master Trust 2014 agreements or a liquidation of Master Trust 2014 occurs. Additionally, the liquidity reserve can be released upon achieving certain performance criteria. (5) Funds held in lender controlled accounts released after scheduled debt service requirements are met. Income Taxes The Company has elected to be taxed as a REIT under the Code. As a REIT, the Company generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of its assets, the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified and will continue to qualify as a REIT and therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. Taxable income from non-REIT activities managed through any of the Company’s taxable REIT subsidiaries is subject to federal, state, and local taxes, which are not material. The Operating Partnership is a partnership for federal income tax purposes. Partnerships are pass-through entities and are not subject to U.S. federal income taxes, therefore no provision has been made for federal income taxes in the accompanying financial statements. Although most states and cities where the Operating Partnership operates follow the U.S. federal income tax treatment, there are certain jurisdictions such as Texas, Tennessee and Ohio that impose income or franchise taxes on a partnership. Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations. Earnings Per Share and Unit The Company’s unvested restricted common stock, which contains non-forfeitable rights to receive dividends, are considered participating securities requiring the two-class method of computing earnings per share and unit. Under the two class method, earnings attributable to unvested restricted shares are deducted from income from continuing operations in the computation of net income attributable to common stockholders. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on their respective weighted average shares outstanding during the period. Under the terms of the Amended Incentive Award Plan and the related restricted stock awards (see Note 13), losses are not allocated to participating securities including undistributed losses as a result of dividends declared exceeding net income. The Company uses income or loss from continuing operations as the basis for determining whether potential common shares are dilutive or anti-dilutive and undistributed net income or loss as the basis for determining whether undistributed earnings are allocable to participating securities. Unaudited Interim Information The consolidated quarterly financial data in Note 16 is unaudited. In the opinion of management, this financial information reflects all adjustments necessary for a fair presentation of the respective interim periods. All such adjustments are of a normal recurring nature. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 . This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers and is effective for annual reporting periods beginning after December 15, 2017, with early application permitted for annual reporting periods beginning after December 15, 2016. The Company adopted the new revenue recognition standard effective January 1, 2018 under the modified retrospective method, and elected to apply the standard only to contracts that are not completed as of the date of adoption (i.e. January 1, 2018). In evaluating the impact of this new standard, the Company identified that lease contracts covered by Leases (Topic 840) are excluded from the scope of this new guidance. As such, this ASU had no material impact on the Company's reported revenues, results of operations, financial position or disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting Leases (Topic 840) . ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. Leases pursuant to which the Company is the lessee primarily consist of its corporate office and equipment leases. The amendments in this ASU are effective for the fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified restrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. Upon adoption, the Company will record certain expenses paid directly by its tenants that protect the Company's interests in its properties, such as real estate taxes, to property costs and the related tenant reimbursement income to revenue, with no impact on net income. The Company has begun implementation of the ASU and is currently evaluating the overall impact of this ASU on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies many aspects of accounting for share-based payment transactions under ASC Topic 718, Compensation - Stock Compensation , including income tax consequences, classification of awards as either equity or liability, forfeiture rate calculations and classification on the statement of cash flows. The Company adopted this new guidance effective January 1, 2017 and made an accounting policy election to recognize stock-based compensation forfeitures as they occur, whereas previously stock-based compensation forfeitures were estimated and recognized based on historical forfeiture rates. This change has been applied prospectively and had no material impact on the financial statements of the Company. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which requires more timely recognition of credit losses associated with financial assets. ASU 2016-13 requires financial assets (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which addresses specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and requires retrospective adoption unless it is impracticable to apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company adopted ASU 2016-15 effective January 1, 2018 and has applied it retrospectively. As a result of adoption, debt prepayment and debt extinguishment costs, previously presented in operating activities, are now presented in financing activities in the consolidated statements of cash flows. There was no impact on the statements of cash flows for the Company for other types of transactions. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . This guidance requires entities to include restricted cash and restricted cash equivalents within the cash and cash equivalents balances presented in the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The Company adopted ASU 2016-18 effective January 1, 2018 and applied it retrospectively. As a result, restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which narrows the definition of a business. The Company early adopted the guidance effective January 1, 2017 and application is on a prospective basis. Under the new guidance, the acquisition of a property with an in-place lease generally is no longer accounted for as an acquisition of a business, but instead as an asset acquisition, meaning the transaction costs of such an acquisition are now capitalized instead of expensed. Further, dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | Investments Real Estate Investments As of December 31, 2017 , the Company’s gross investment in real estate properties and loans totaled approximately $7.90 billion , representing investments in 2,480 properties, including 88 properties or other related assets securing mortgage loans. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any impairment, and the carrying amount of loans receivable, real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 49 states with only one state, Texas, with a real estate investment of 12.2% , accounting for more than 10.0% of the total dollar amount of the Company’s real estate investment portfolio. During the years ended December 31, 2017 and 2016 , the Company had the following real estate and loan activity, net of accumulated depreciation and amortization: Number of Properties Dollar Amount of Investments Owned Financed Total Owned Financed Total (In Thousands) Gross balance, December 31, 2015 2,485 144 2,629 $ 8,198,685 $ 104,003 $ 8,302,688 Acquisitions/improvements (1) 269 — 269 711,510 — 711,510 Dispositions of real estate (2)(3) (213 ) — (213 ) (598,662 ) — (598,662 ) Principal payments and payoffs — (70 ) (70 ) — (34,955 ) (34,955 ) Impairments — — — (88,073 ) (176 ) (88,249 ) Write-off of gross lease intangibles — — — (42,307 ) — (42,307 ) Loan premium amortization and other — — — (77 ) (2,294 ) (2,371 ) Gross balance, December 31, 2016 2,541 74 2,615 8,181,076 66,578 8,247,654 Acquisitions/improvements (1) 43 16 59 326,766 23,300 350,066 Dispositions of real estate (2)(3) (192 ) — (192 ) (510,863 ) — (510,863 ) Principal payments and payoffs — (2 ) (2 ) — (7,878 ) (7,878 ) Impairments — — — (101,941 ) (389 ) (102,330 ) Write-off of gross lease intangibles — — — (67,139 ) — (67,139 ) Loan premium amortization and other — — — (4,841 ) (1,644 ) (6,485 ) Gross balance, December 31, 2017 2,392 88 2,480 $ 7,823,058 $ 79,967 $ 7,903,025 Accumulated depreciation and amortization (1,289,304 ) — (1,289,304 ) Other 304 — 304 Net balance, December 31, 2017 $ 6,534,058 $ 79,967 $ 6,614,025 (1) Includes investments of $42.6 million and $20.5 million , respectively, in revenue producing capitalized expenditures, as well as $3.5 million and $6.6 million , respectively, of non-revenue producing capitalized expenditures for the year s ended December 31, 2017 and 2016 . (2) The total accumulated depreciation and amortization associated with dispositions of real estate was $57.1 million and $126.4 million , respectively, for the year s ended December 31, 2017 and 2016 . (3) For the years ended December 31, 2017 , 2016 and 2015 the total gain on disposal of assets for properties held in use and held for sale was $24.6 million and $40.5 million , $35.8 million and $16.6 million , and $34.5 million and $33.9 million , respectively. Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases (including realized rent increases occurring after January 1, 2018 ) are as follows (in thousands): December 31, 2018 $ 599,194 2019 587,493 2020 570,820 2021 542,899 2022 507,936 Thereafter 3,637,342 Total future minimum rentals $ 6,445,684 Because lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum rentals do not include any contingent rentals based on a percentage of the lessees’ gross sales or lease escalations based on future changes in the CPI or other stipulated reference rate. Loans Receivable The following table details loans receivable, net of premium and allowance for loan losses (in thousands): December 31, December 31, Mortgage loans - principal $ 69,963 $ 55,410 Mortgage loans - premium, net of amortization 5,038 7,194 Allowance for loan losses (389 ) — Mortgages loans, net 74,612 62,604 Other note receivables - principal 5,355 4,474 Allowance for loan losses — (500 ) Other note receivables 5,355 3,974 Total loans receivable, net $ 79,967 $ 66,578 As of December 31, 2017 and 2016 , the Company held a total of 10 and 8 , respectively, first-priority mortgage loans (representing loans to 6 and 4 borrowers, respectively). These mortgage loans are secured by single-tenant commercial properties and generally have fixed interest rates over the term of the loans. There are 3 other notes receivable, one $3.5 million note is secured by tenant assets and stock and the other two are unsecured. Lease Intangibles, Net The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): December 31, December 31, In-place leases $ 591,551 $ 624,723 Above-market leases 89,640 88,873 Less: accumulated amortization (271,288 ) (243,320 ) Intangible lease assets, net $ 409,903 $ 470,276 Below-market leases $ 216,642 $ 236,008 Less: accumulated amortization (61,339 ) (53,688 ) Intangible lease liabilities, net $ 155,303 $ 182,320 The amounts amortized as a net increase to rental revenue for capitalized above and below-market leases was $6.5 million , $6.6 million and $5.8 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The value of in-place leases amortized and included in depreciation and amortization expense was $43.3 million , $46.4 million and $49.9 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The remaining weighted average amortization period for in-place leases, above-market leases, below-market leases and in total was 13.8 years 9.5 years , 17.5 years and 10.6 years , respectively, as of December 31, 2017 . The remaining weighted average amortization period for in-place leases, above-market leases, below-market leases and in total was 14.6 years, 10.3 years, 18.5 years and 11.2 years, respectively, as of December 31, 2016 . During the year ended December 31, 2017 , the Company acquired in-place lease intangible assets of $18.7 million , above-market lease intangible assets of $6.5 million and below-market lease intangible liabilities of $2.0 million . Based on the balance of intangible assets and liabilities at December 31, 2017 , the net aggregate amortization expense for the next five years and thereafter is expected to be as follows (in thousands): 2018 $ 32,343 2019 30,736 2020 28,717 2021 26,108 2022 22,838 Thereafter 113,858 Total future minimum amortization $ 254,600 Real Estate Assets Under Direct Financing Leases The components of real estate investments held under direct financing leases were as follows (in thousands): December 31, December 31, 2016 Minimum lease payments receivable $ 7,325 $ 9,456 Estimated residual value of leased assets 24,552 35,640 Unearned income (7,012 ) (9,091 ) Real estate assets under direct financing leases, net $ 24,865 $ 36,005 Real Estate Assets Held for Sale The Company is continually evaluating the portfolio of real estate assets and may elect to dispose of assets considering criteria including, but not limited to, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, associated indebtedness, asset location, and tenant operation type (e.g., industry, sector, or concept/brand). Real estate assets held for sale are expected to be sold within twelve months. The following table shows the activity in real estate assets held for sale, net for the year s ended December 31, 2017 and 2016 : Number of Properties Carrying Value (In Thousands) Balance, December 31, 2015 36 $ 84,259 Transfers from real estate investments 72 246,730 Sales (59 ) (126,100 ) Transfers to real estate investments held and used (5 ) (21,046 ) Impairments — (23,273 ) Balance, December 31, 2016 44 160,570 Transfers from real estate investments 82 216,502 Sales (91 ) (208,029 ) Transfers to real estate investments held and used (20 ) (95,382 ) Impairments — (24,732 ) Balance, December 31, 2017 15 $ 48,929 Impairments The following table summarizes total impairment losses recognized in continuing and discontinued operations on the accompanying consolidated statements of operations (in thousands): Years Ended December 31, 2017 2016 2015 Real estate and intangible asset impairment $ 93,441 $ 80,390 $ 68,565 Write-off of lease intangibles, net 8,500 7,683 1,666 Loans receivable impairment 389 176 324 Total impairments from real estate investment net assets 102,330 88,249 70,555 Other impairment — 26 174 Total impairment loss in continuing and discontinued operations $ 102,330 $ 88,275 $ 70,729 Impairments for the twelve months ended December 31, 2017 were comprised of $24.8 million on properties classified as held for sale and $77.2 million properties classified a held and used. Impairments for the twelve months ended December 31, 2016 were comprised of $23.1 million on properties held for sale and $47.2 million on properties classified as held and used. Impairments for the twelve months ended December 31, 2015 were comprised of $15.0 million on properties held for sale and $55.4 million on properties classified as held and used. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt The debt of the Company and the Operating Partnership are the same, except for the presentation of the Convertible Notes. The Convertible Notes were issued by the Company. Subsequently, an intercompany note between the Company and the Operating Partnership was executed with terms identical to those of the Convertible Notes. Therefore, in the consolidated balance sheet of the Operating Partnership, the amounts related to the Convertible Notes are reflected as notes payable to Spirit Realty Capital, Inc., net. The Company's debt is summarized below: 2017 (1) 2017 (2) 2017 (3) December 31, 2017 December 31, 2016 (In Thousands) Revolving Credit Facility 3.88 % 2.44 % 1.2 $ 112,000 $ 86,000 Term Loan 2.68 % 2.50 % 0.8 — 420,000 Master Trust Notes 5.52 % 5.01 % 5.2 2,248,504 1,672,706 CMBS - fixed-rate 5.78 % 5.81 % 4.6 332,647 528,427 Convertible Notes 5.32 % 3.28 % 2.3 747,500 747,500 Senior Unsecured Notes 4.65 % 4.45 % 8.7 300,000 300,000 Total debt 5.04 % 4.35 % 4.7 3,740,651 3,754,633 Debt discount, net (61,399 ) (52,894 ) Deferred financing costs, net (4) (39,572 ) (37,111 ) Total debt, net $ 3,639,680 $ 3,664,628 (1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs, facility fees and non-utilization fees, where applicable, calculated for the year ended December 31, 2017 . (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of December 31, 2017 . (3) Represents the weighted average maturity based on the outstanding principal balance as of December 31, 2017 . (4) The Company records deferred financing costs for the Revolving Credit Facility in deferred costs and other assets, net on its consolidated balance sheets. Revolving Credit Facility On March 31, 2015, the Company, as guarantor, and the Operating Partnership, as borrower, entered into the Credit Agreement that established a new $600.0 million unsecured credit facility. The Revolving Credit Facility matures on March 31, 2019 (extendible at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increase the committed facility size up to $1.0 billion , subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The Revolving Credit Facility also includes a $50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuance of letters of credit. Swing-line loans and letters of credit reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guaranties to material subsidiaries (as defined in the Credit Agreement) meeting certain conditions. At December 31, 2017 , there were no subsidiaries meeting this requirement. The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending on the Corporation's credit rating. As of December 31, 2017 , the Revolving Credit Facility bore interest at LIBOR plus 1.25% based on the Company's credit rating and incurred a facility fee of 0.25% per annum. The Operating Partnership may voluntarily prepay the Revolving Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the Revolving Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). The Revolving Credit Facility is full recourse to the Operating Partnership and the aforementioned guarantors. As a result of entering into the Revolving Credit Facility and expanding the borrowing capacity, the Company incurred origination costs of $4.8 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the Revolving Credit Facility. The unamortized deferred financing costs relating to the Revolving Credit Facility were $1.6 million and $2.9 million , at December 31, 2017 and 2016 , respectively, and were recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of December 31, 2017 , $112.0 million was outstanding, there was $688.0 million of borrowing capacity available under the Revolving Credit Facility and no outstanding letters of credit. The Operating Partnership's ability to borrow under the Revolving Credit Facility is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of December 31, 2017 , the Corporation and the Operating Partnership were in compliance with these financial covenants. Term Loan On November 3, 2015, the Company entered into a Term Loan Agreement among the Operating Partnership, as borrower, the Company as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at the Company's option pursuant to two one -year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased up to $600.0 million , subject to obtaining additional lender commitments. During the fourth quarter of 2015 and 2016, the Company exercised the accordion feature per the Credit Agreement and increased the term facility borrowing capacity from $325.0 million to $370.0 million and $420.0 million , respectively. The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's option. In each case, the applicable margin is determined based upon the Corporation's leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leveraged based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Borrowings may be repaid without premium or penalty, and may be re-borrowed within 30 days up to the then available loan commitment and subject to occurrence limitations within any twelve -month period. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Corporation and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor. As a result of entering into the Term Loan, the Company incurred origination costs of $2.4 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the Term Loan. As of December 31, 2017 and 2016 , the unamortized deferred financing costs relating to the Term Loan were $0.7 million and $1.5 million , respectively, and were recorded net against the principal balance of mortgages and notes payable and the Term Loan for 2017 and 2016 , respectively, on the accompanying consolidated balance sheets. As of December 31, 2017 , there was a zero outstanding balance and $420.0 million of borrowing capacity available under the Term Loan. The Operating Partnership's ability to borrow under the Term Loan is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. The Corporation has unconditionally guaranteed all obligations of the Operating Partnership under the Term Loan Agreement. As of December 31, 2017 , the Corporation and the Operating Partnership were in compliance with these financial covenants. Senior Unsecured Notes On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount of senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million , after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes. The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium. In connection with the offering, the Operating Partnership incurred $3.4 million in deferred financing costs. This amount is being amortized to interest expense over the life of the Senior Unsecured Notes. The unamortized deferred financing costs relating to the Senior Unsecured Notes were $3.0 million and $3.1 million as of December 31, 2017 and 2016 , respectively, and recorded net against the Senior Unsecured Notes principal balance on the accompanying consolidated balance sheets. In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership are subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of December 31, 2017 , the Corporation and the Operating Partnership were in compliance with these financial covenants. Master Trust Notes The Company has access to an asset-backed securitization platform, the Spirit Master Funding Program, to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans. The Spirit Master Funding Program consists of two separate securitization trusts, Master Trust 2013 and Master Trust 2014, each of which have one or multiple bankruptcy-remote, special purpose entities as issuers or co-issuers of the notes. Each issuer is an indirect wholly-owned special purpose entity of the Corporation and of the Operating Partnership. Master Trust 2013 In December 2013, an indirect wholly-owned subsidiary of the Company issued $330.0 million aggregate principal amount of investment grade rated net-lease mortgage notes comprised of $125.0 million of 3.89% interest-only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023. Master Trust 2014 In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of the Company, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest-only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest-only through November 2017) expected to be repaid in January 2030. In December 2017, the existing issuers under Master Trust 2014, collectively as co-issuers, completed the issuance of $674.4 million aggregate principal amount of net-lease mortgage notes comprised of $542.4 million of 4.36% , Class A, amortizing notes and $132.0 million of 6.35% , Class B, interest-only notes, each class of Notes have an anticipated repayment date in December 2022 and a legal final payment date in December 2047. (Refer to Note 17. Subsequent Events, regarding repricing of the Class B Notes). Spirit Realty acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes from the Issuer to satisfy its regulatory risk retention obligations. In conjunction with the issuance, the Company pre-paid Series 2014-1 Class A1 of the 2014 notes. The Master Trust Notes are summarized below: Stated (1) Maturity December 31, December 31, (in Years) (in Thousands) Series 2014-1 Class A1 — % 0.0 $ — $ 53,919 Series 2014-1 Class A2 5.4 % 2.5 252,437 253,300 Series 2014-2 5.8 % 3.2 222,683 226,283 Series 2014-3 5.7 % 4.2 311,336 311,820 Series 2014-4 Class A1 3.5 % 2.1 150,000 150,000 Series 2014-4 Class A2 4.6 % 12.1 358,664 360,000 Series 2017-1 Class A (2) 4.4 % 5.0 515,280 — Series 2017-1 Class B (2) 6.4 % 5.0 125,400 — Total Master Trust 2014 notes 5.0 % 5.4 1,935,800 1,355,322 Series 2013-1 Class A 3.9 % 1.0 125,000 125,000 Series 2013-2 Class A 5.3 % 6.0 187,704 192,384 Total Master Trust 2013 notes 4.7 % 4.0 312,704 317,384 Total Master Trust Notes 2,248,504 1,672,706 Debt discount, net (36,188 ) (18,787 ) Deferred financing costs, net (24,010 ) (16,376 ) Total Master Trust Notes, net $ 2,188,306 $ 1,637,543 (1) Represents the individual series stated interest rate as of December 31, 2017 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2017 . (2) The Operating Partnership acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations. As of December 31, 2017 , the Master Trust 2014 notes were secured by 815 owned and financed properties issued by 5 indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of December 31, 2017 , the Master Trust 2013 notes were secured by 296 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation. CMBS As of December 31, 2017 , indirect wholly-owned special purpose entity subsidiaries of the Corporation were borrowers under 6 fixed-rate non-recourse loans, excluding six defaulted loans, which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of December 31, 2017 for these fixed-rate notes ranged from 4.67% to 6.00% with a weighted average stated rate of 5.35% . As of December 31, 2017 , these fixed-rate loans were secured by 100 properties. As of December 31, 2017 and December 31, 2016 , the unamortized deferred financing costs associated with the CMBS loans were $3.9 million and $4.7 million , respectively, and recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets. The deferred financing costs are being amortized to interest expense over the term of the respective loans. During June, 2016, the Company repaid the remaining eight CMBS variable-rate loans and terminated the related interest rate swap agreements. As of December 31, 2017 , certain borrowers were in default under the loan agreements relating to six separate CMBS fixed-rate loans where eight properties securing the respective loans were no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on these loans was between 7.53% and 10.62% . Each defaulted borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligations. As of December 31, 2017 , the aggregate principal balance under the defaulted CMBS loans was $64.3 million , which includes $13.2 million of interest added to principal. In addition, approximately $1.5 million of lender controlled restricted cash is being held in connection with these loans that may be applied to reduce amounts owed. Convertible Notes In May 20, 2014, the Company issued $402.5 million aggregate principal amount of 2.875% convertible notes due in 2019 and $345.0 million aggregate principal amount of 3.75% convertible notes due in 2021. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes will mature on May 15, 2019 and the 2021 Notes will mature on May 15, 2021 . Proceeds from the issuance were contributed to the Operating Partnership and are recorded as a note payable to Spirit Realty Capital, Inc., on the consolidated balance sheets of the Operating Partnership. The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Corporation's common stock, or a combination thereof. The initial conversion rate applicable to each series is 76.3636 per $1,000 principal note (equivalent to an initial conversion price of $13.10 per share of common stock, representing a 22.5% premium above the public offering price of the common stock offered concurrently at the time the Convertible Notes were issued). The conversion rate is subject to adjustment for certain anti-dilution events, including special distributions and regular quarterly cash dividends exceeding $0.16625 per share. As of December 31, 2017 , the conversion rate was 77.3144 per $1,000 principal note. Earlier conversion may be triggered if shares of the Corporation's common stock trades higher than the established thresholds, if the Convertible Notes trade below established thresholds, or certain corporate events occur. In connection with the issuance of the Convertible Notes, the Company recorded a discount of $56.7 million , which represents the estimated value of the embedded conversion feature for each of the Convertible Notes. The discount is being amortized to interest expense using the effective interest method over the term of each of the 2019 Notes and 2021 Notes. As of December 31, 2017 and December 31, 2016 , the unamortized discount was $23.7 million and $33.5 million , respectively. The discount is shown net against the aggregate outstanding principal balance of the Convertible Notes on the accompanying consolidated balance sheets. The equity component of the conversion feature is recorded in capital in excess of par value in the accompanying consolidated balance sheets, net of financing transaction costs. In connection with the offering, the Company also incurred $19.6 million in deferred financing costs. This amount has been allocated on a pro-rata basis to each of the Convertible Notes and is being amortized to interest expense over the term of each note. As of December 31, 2017 and December 31, 2016 , the unamortized deferred financing costs relating to the Convertible Notes was $8.0 million and $11.4 million , respectively, and recorded net against the Convertible Notes principal balance on the accompanying consolidated balance sheets. Debt Extinguishment During the year ended December 31, 2017 , the Company extinguished a total of $238.5 million aggregate principal amount of indebtedness with a weighted average contractual interest rate of 5.5% . As a result of these transactions, the Company recognized a net loss on debt extinguishment of approximately $1.6 million . The loss was primarily attributable to the lender make-whole payment associated with early payoff of one series of the Master Trust 2014 notes. During the year ended December 31, 2016 , the Company extinguished a total of $883.0 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 6.01% . As a result of these transactions, the Company recognized a net gain on debt extinguishment during the year ended December 31, 2016 of approximately $0.2 million . The gain was primarily attributable to the extinguishment of seven defaulted mortgage loans upon the sale of the related properties to third parties. Debt Maturities As of December 31, 2017 , scheduled debt maturities of the Company’s Revolving Credit Facilities, Term Loan, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total 2018 (1) $ 41,877 $ 189,312 $ 231,189 2019 44,135 514,500 558,635 2020 48,910 365,903 414,813 2021 32,402 554,753 587,155 2022 32,557 983,480 1,016,037 Thereafter 188,177 744,645 932,822 Total $ 388,058 $ 3,352,593 $ 3,740,651 (1) The balloon payment balance in 2018 includes $64.3 million for the acceleration of principal payable, including $13.2 million of capitalized interest, following an event of default under 6 separate non-recourse CMBS loans. Interest Expense The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): Years Ended December 31, 2017 2016 2015 Interest expense – Revolving Credit Facilities (1) $ 7,957 $ 3,314 $ 2,698 Interest expense – Term Loan 9,793 5,218 888 Interest expense – mortgages and notes payable 111,049 143,233 184,439 Interest expense – Convertible Notes (2) 24,509 24,509 24,509 Interest expense – Unsecured Senior Notes 13,351 4,932 — Non-cash interest expense: Amortization of deferred financing costs 9,896 9,070 7,937 Amortization of net losses related to interest rate swaps — 93 108 Amortization of debt discount/(premium), net 13,572 6,217 2,322 Total interest expense $ 190,127 $ 196,586 $ 222,901 (1) Includes facility fees of approximately $2.1 million , $2.0 million and $1.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. (2) Included in interest expense on the Operating Partnership's consolidated statements of operations are amounts paid to the Corporation by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc. |
Derivative and Hedging Activiti
Derivative and Hedging Activities | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative and Hedging Activities | Derivative and Hedging Activities The Company uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using regression analysis and the measurement of hedge ineffectiveness is based on the hypothetical derivative method. The effective portion of changes in fair value are recorded in AOCL and subsequently reclassified to earnings when the hedged transactions affect earnings. The ineffective portion is recorded immediately in earnings in general and administrative expenses. The Company does not enter into derivative contracts for speculative or trading purposes. The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. To mitigate its credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings. During June 2016, the Company terminated the remaining interest rate swap agreements upon the repayment of eight CMBS variable-rate loans. The Company paid $1.7 million to terminate these interest rate swap agreements and recognized a loss of $1.7 million , which is included in general and administrative expenses. The Company has not entered into any new derivative contracts as of December 31, 2017 . The following tables provide information about the amounts recorded in AOCL, as well as the loss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately, for the years ended December 31, 2017 , 2016 , and 2015 , respectively (in thousands): Amount of Loss Recognized in AOCL on Derivative (Effective Portion) Years Ended December 31, Derivatives in Cash Flow Hedging Relationships 2017 2016 2015 Interest rate swaps $ — $ (1,137 ) $ (1,190 ) Amount of Loss Reclassified from AOCL into Operations (Effective Portion) Years Ended December 31, Location of Loss Reclassified from AOCL into Operations 2017 2016 2015 Interest expense $ — $ (459 ) $ (1,169 ) Amount of Loss Recognized in Operations on Derivative (Ineffective Portion) Years Ended December 31, Location of Loss or Recognized in Operations on Derivatives 2017 2016 2015 General and administrative expense (1) $ — $ (1,706 ) $ (78 ) Derivatives Not Designated as Hedging Instruments Years Ended December 31, Location of Loss Recognized in Operations on Derivatives 2017 2016 2015 General and administrative expense $ — $ (18 ) $ — (1) The year ended December 31, 2015 includes a loss of $76 thousand that was reclassified from AOCL in the balance sheet resulting from hedged transactions that were no longer probable of occurring as the swaps were terminated prior to their respective maturity dates. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s total income tax expense was as follows (in thousands): Years Ended December 31, 2017 2016 2015 State income tax $ 394 $ 899 $ 601 REIT state built-in gain tax expense — 47 — Federal income tax — 19 — Total income tax expense $ 394 $ 965 $ 601 The Company’s deferred income tax expense and its ending balance in deferred tax assets and liabilities, which are recorded within accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets, were immaterial at December 31, 2017 , 2016 and 2015 . On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, reducing the U.S. federal corporate income tax rate from 35% to 21%, among other changes. The SEC staff issued Staff Accounting Bulletin 118, which provides guidance on accounting for the tax effects of the Act for which the accounting under ASC 740, Income Taxes (“ASC 740”) is incomplete. To the extent that a company's accounting for certain income tax effects of the Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before enactment of the Act. The Company believes the impact of the Act to its consolidated financial statements is immaterial; however, the Company is still analyzing certain aspects of the Act. Future regulatory and rulemaking interpretations or other guidance could affect the Company’s analysis and tax position. To the extent that the Company acquires property that has been owned by a C corporation in a transaction in which the tax basis of the property carries over, and the Company recognizes a gain on the disposition of such property during the subsequent recognition period, it will be required to pay tax at the regular corporate tax rate to the extent of such built-in gain. No properties subject to state built-in gain tax were sold during 2017 . The Corporation has federal net operating loss carry-forwards for income tax purposes totaling $66.1 million for each of the years ended December 31, 2017 , 2016 and 2015 . These losses, which begin to expire in 2027 through 2034, are available to reduce future taxable income or distribution requirements, subject to certain ownership change limitations. The Company files federal, state and local income tax returns. All federal tax returns for years prior to 2014 are no longer subject to examination. Additionally, state tax returns for years prior to 2013 are generally no longer subject to examination. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as operating expenses. There was no accrual for interest or penalties at December 31, 2017 , 2016 and 2015 . The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. For the years ended December 31, 2017 , 2016 and 2015 , common stock dividends paid were characterized for tax as follows (per share): Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Ordinary income $ 0.49 $ 0.52 $ 0.42 Return of capital 0.16 0.15 0.26 Capital gain 0.07 0.03 — Total $ 0.72 $ 0.70 $ 0.68 |
Stockholders' Equity and Partne
Stockholders' Equity and Partners' Capital | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity and Partners' Capital | Stockholders’ Equity and Partners' Capital Issuance of Preferred Stock On October 3, 2017, the Company completed an underwritten public offering of 6,900,000 shares of 6.000% Series A Cumulative Redeemable Preferred Stock, including 900,000 shares sold pursuant to the underwriter's option to purchase additional shares. Gross proceeds raised from the issuance were $172.5 million ; net proceeds were approximately $166.2 million after deducting underwriter discounts and offering costs paid by the Company. The Series A Preferred Stock will pay cumulative cash dividends at the rate of 6.000% per annum on their liquidation preference of $25.00 per share (equivalent to $0.375 per share on a quarterly basis and $1.50 per share on an annual basis). Dividends are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on December 31, 2017. The Series A Preferred Stock trades on the NYSE under the symbol “SRC-A”. The Company may not redeem the Series A Preferred Stock prior to October 3, 2022, except in limited circumstances to preserve its status as a real estate investment trust, and pursuant to the special optional redemption provision described below. On and after October 3, 2022, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends up to but excluding the redemption date. In addition, upon the occurrence of a change of control, the Company may, at its option, exercise the special optional redemption provision and redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but not including, the date of redemption. The preferred stock offering resulted in the Operating Partnership concurrently issuing 6,900,000 Series A Preferred Units (“Limited Partner Series A Preferred Units”) that have substantially the same terms as the Series A Preferred Stock. Issuance of Common Stock On April 15, 2016, the Company completed an underwritten public offering of 34.5 million shares of its common stock, at $11.15 per share, including 4.5 million shares sold pursuant to the underwriter’s option to purchase additional shares. Gross proceeds raised from the offering were approximately $384.7 million ; net proceeds were approximately $368.9 million after deducting underwriter discounts and offering costs paid by the Company. In April 2015, the Company completed an underwritten public offering of 23.0 million shares of its common stock, at $11.85 per share, including 3.0 million shares sold pursuant to the underwriter’s option to purchase additional shares. Gross proceeds raised were approximately $272.6 million ; net proceeds were approximately $268.7 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were used to repay the outstanding balances under the Revolving Credit Facility and Line of Credit. The remaining net proceeds were used to fund acquisitions and for general corporate purposes (including additional repayments of borrowings outstanding from time to time under the Revolving Credit Facilities). ATM Program In April 2014, the Corporation commenced a continuous equity offering under which the Corporation may sell up to an aggregate $350.0 million worth of shares of its common stock from time to time through broker-dealers in the ATM Program. The Corporation may sell the shares in amounts and at times to be determined by the Corporation, but has no obligation to sell any of the shares in the ATM Program. Since inception of the ATM Program through December 31, 2016 , the Corporation sold an aggregate total of 27.3 million shares of its common stock, at a weighted average share price of $11.92 , for aggregate gross proceeds of $325.5 million and aggregate net proceeds of $320.0 million after payment of commissions and other issuance costs of $5.4 million . In November, 2016, the Board of Directors approved a new $500.0 million ATM Program and the Company terminated it's existing program. As of December 31, 2017 , no shares had been sold under the new ATM Program. Stock Repurchase Programs In February 2016, the Company's Board of Directors approved a stock repurchase program, which authorized the Company to repurchase up to $200.0 million of its common stock over the 18 month time period following authorization. During the year ended December 31, 2017 , a total of 26,337,295 shares of the Company's outstanding common stock were repurchased in open market transactions under the stock repurchase program, at a weighted average price of $7.59 per share, equivalent to the full $200.0 million authorized. Fees associated with the share repurchase of $0.5 million are included in retained earnings. In August 2017, the Company's Board of Directors approved a new stock repurchase program, which authorizes the Company to repurchase up to $250.0 million of its common stock. These purchases can be made in the open market or through private transactions from time to time over the 18 month time period following authorization, depending on prevailing market conditions and applicable legal and regulatory requirements. Purchase activity will be dependent on various factors, including the Company's capital position, operating results, funds generated by asset sales, dividends that may be required by those sales, and investment options that may be available, including acquiring new properties or retiring debt. The stock repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended at any time at the Company's discretion. The Company intends to fund any repurchases with the net proceeds from asset sales, cash flows from operations, existing cash on the balance sheet and other sources. As of December 31, 2017 , 9,502,670 shares of the Company's common stock have been repurchased in open market transactions under the stock repurchase program, at a weighted average price of $8.67 per share, leaving $167.6 million in available capacity. Fees associated with the repurchases of $0.2 million , are included in retained earnings. Dividends Declared In fiscal years 2017 and 2016 , the Company's Board of Directors declared the following preferred and common stock dividends: Declaration Date Dividend Per Share Record Date Total Amount (1) Payment Date (in Thousands) 2017 Preferred Stock December 8, 2017 $ 0.3667 December 19, 2017 $ 2,530 December 29, 2017 Common Stock March 15, 2017 $ 0.1800 March 31, 2017 $ 87,122 April 14, 2017 June 15, 2017 0.1800 June 30, 2017 82,422 July 14, 2017 September 15, 2017 0.1800 September 29, 2017 82,062 October 13, 2017 December 8, 2017 0.1800 December 29, 2017 80,796 January 12, 2018 Total Common Dividend $ 0.7200 $ 332,402 2016 Common Stock March 15, 2016 $ 0.1750 March 31, 2016 $ 77,596 April 15, 2016 June 15, 2016 0.1750 June 30, 2016 83,940 July 15, 2016 September 15, 2016 0.1750 September 30, 2016 84,604 October 14, 2016 December 15, 2016 0.1800 December 30, 2016 87,040 January 13, 2017 Total Common Dividend $ 0.7050 $ 333,180 (1) Net of estimated forfeitures of approximately $3,300 and $12,000 for the years ended December 31, 2017 and December 31, 2016 , respectively, for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying consolidated statements of operations. The dividends declared in December 2017 were paid in January 2018 , and were included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is periodically subject to claims or litigation in the ordinary course of business, including claims generated from business conducted by tenants on real estate owned by the Company. In these instances, the Company is typically indemnified by the tenant against any losses that might be suffered, and the Company and/or the tenant are insured against such claims. On September 8, 2015 , Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC, (collectively, the "Debtors") filed petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. At the time of the filing, Haggen Operations Holdings, LLC leased 20 properties on a triple net basis from a subsidiary of the Company under a master lease. • On November 25, 2015 , Haggen and Spirit restructured the master lease in an initial settlement agreement with approved claims of $21.0 million . • On April 1, 2016 , Spirit entered into a second settlement agreement with both Haggen and Albertsons, LLC for $3.4 million and $3.0 million , respectively. • As a result of the settlements, the leases for seven locations were rejected and the leases for thirteen locations were assumed by the Debtors and assigned to the following tenants: five locations to Albertsons, LLC, five locations to Smart & Final, LLC, two locations to Gelson's Markets and one location to Safeway, Inc. • As of December 31, 2017 , the Company has sold ten of the properties for total proceeds of $110.3 million , including six of the original seven rejected locations, resulting in nine locations with leases in-place under substantially the same terms and rent (inclusive of the $3.0 million settlement related to rent reduction for an amended lease with Albertsons, LLC) and one location that remains vacant. At December 31, 2017 , there were no outstanding claims against the Company that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. At December 31, 2017 , the Company had commitments totaling $63.4 million , of which $29.3 million relates to future acquisitions with the remainder to fund improvements on properties the Company currently owns. Commitments related to acquisitions contain standard cancellation clauses contingent on the results of due diligence. Of the $63.4 million of total commitments, $59.5 million is expected to be funded during fiscal year 2018 . In addition, the Company is contingently liable for $5.7 million of debt owed by one of its tenants until the maturity of the debt on March 15, 2022 and is indemnified by that tenant for any payments the Company may be required to make on such debt. The Company estimates future costs for known environmental remediation requirements when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated. The Company considers various factors when estimating its environmental liabilities, and adjustments are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues. When only a wide range of estimated amounts can be reasonably established and no other amount within the range is better than another, the low end of the range is recorded in the consolidated financial statements. As of December 31, 2017 , no accruals have been made. The Company leases its current corporate office space and certain operating equipment under non-cancelable agreements from unrelated third parties. Total rental expense included in general and administrative expense amounted to $0.9 million , $1.5 million and $0.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company's lease of its current corporate office space has an initial term that expires on January 31, 2027 and is renewable at the Company's option for two additional periods of five years each after the initial term. The Company is also a lessee under thirteen long-term, non-cancelable ground leases under which it is obligated to pay monthly rent as of December 31, 2017 . Total rental expense included in property costs amounted to $1.5 million , $1.4 million and $1.2 million for each of the years ended December 31, 2017 , 2016 and 2015 , respectively. Certain ground lease rental expenses are reimbursed by unrelated third parties, and the corresponding rental revenue is recorded in rentals on the accompanying consolidated statements of operations. The Company’s minimum aggregate rental commitments under all non-cancelable operating leases as of December 31, 2017 are as follows (in thousands): Ground Leases Office and Equipment Leases Total 2018 $ 1,630 $ 1,527 $ 3,157 2019 1,646 1,532 3,178 2020 1,649 1,529 3,178 2021 1,655 1,532 3,187 2022 1,578 1,547 3,125 Thereafter 21,543 6,474 28,017 Total $ 29,701 $ 14,141 $ 43,842 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Measurements The fair value measurement framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The fair value hierarchy is based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: • Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. • Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company's own assumptions. Recurring Fair Value Measurements The Company did not have any assets or liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016 . Nonrecurring Fair Value Measurements Fair value measurement of an asset on a nonrecurring basis occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset is no longer recoverable. The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of December 31, 2017 and 2016 (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 December 31, 2017 Retail 21,598 21,598 Industrial 750 750 Office 5,964 5,964 Long-lived assets held and used $ 28,312 $ — $ — $ 28,312 Long-lived assets held for sale 42,142 — — 42,142 December 31, 2016 Retail 33,766 — — 33,766 Industrial 2,394 — — 2,394 Office 8,538 — — 8,538 Long-lived assets held and used $ 44,698 $ — $ — $ 44,698 Lease intangible assets 6,384 — — 6,384 Other assets 27 — — 27 Long-lived assets held for sale 24,493 — — 24,493 Real estate assets and their related intangible assets are evaluated for impairment based on certain indicators including, but not limited to: the asset being held for sale, vacant, non-operating or the lease on the asset expiring in twelve months or less. The fair values of impaired real estate and intangible assets were determined by using the following information, depending on availability, in order of preference: signed purchase and sale agreements or letters of intent; recently quoted bid or ask prices, or market prices for comparable properties; estimates of cash flow, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, and expenses based upon market conditions; and expectations for the use of the real estate. Based on these inputs, the Company determined that its valuation of the impaired real estate and intangible assets falls within Level 3 of the fair value hierarchy. For the years ended December 31, 2017 and 2016 , we determined that 18 and 33 long-lived assets held and used, respectively, were impaired. For 17 of the held and used properties impaired during the year ended December 31, 2017 and 16 of the held and used properties impaired during the year ended December 31, 2016 , the Company estimated property fair value using price per square foot of comparable properties. The following table provides information about the price per square foot of comparable properties inputs used: December 31, 2017 December 31, 2016 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $13.66 - $305.05 $ 55.68 364,940 $17.17 - $502.23 $ 58.78 290,770 Industrial $3.30 - $8.56 $ 5.35 370,824 $26.43 $ 26.43 104,864 Office $24.82 - $244.86 $ 40.14 161,346 $35.00 $ 35.00 135,675 For the remaining one held and used property impaired during the year ended December 31, 2017 and 17 held and used properties impaired during the year ended December 31, 2016 , the Company estimated property fair value using price per square foot of the listing price or a broker opinion of value. The following table provides information about the price per square foot of listing price and broker opinion of value inputs used: December 31, 2017 December 31, 2016 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $88.89 - $88.89 $ 88.89 22,500 $15.40 - $170.02 $ 40.80 516,916 Industrial — — — $9.09 $ 9.09 149,627 Office — — — $56.81 $ 56.81 34,992 For the years ended December 31, 2017 and 2016, we determined that 8 and 9 long-lived assets held for sale, respectively, were impaired. The Company estimated property fair value of held for sale properties using price per square foot from the signed purchase and sale agreements. The following table provides information about the price per square foot from signed purchase and sale agreements used: December 31, 2017 December 31, 2016 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held for sale by asset type Retail $55.30 - $346.23 $ 230.52 150,376 $19.66 - $393.02 $ 95.11 265,610 Industrial $24.02 - $54.21 $ 37.09 223,747 — — — Estimated Fair Value of Financial Instruments Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash and escrow deposits, and accounts receivable and payable. Generally, these assets and liabilities are short-term in duration and are recorded at cost, which approximates fair value, on the accompanying consolidated balance sheets. In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair values. The fair values of financial instruments are estimates based upon market conditions and perceived risks at December 31, 2017 and 2016 . These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities. The estimated fair values of the loans receivable, Revolving Credit Facility, Term Loan, Senior Unsecured Notes, Convertible Notes and the fixed-rate mortgages and notes payable have been derived based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. The loans receivable, Revolving Credit Facility, Term Loan, Senior Unsecured Notes, Convertible Notes and the mortgages and notes payable were measured using a market approach from nationally recognized financial institutions with market observable inputs such as interest rates and credit analytics. These measurements are classified as Level 2 of the fair value hierarchy. The following table discloses fair value information for these financial instruments (in thousands): December 31, 2017 December 31, 2016 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net $ 79,967 $ 82,886 $ 66,578 $ 71,895 Revolving Credit Facility, net 112,000 111,997 86,000 87,718 Term Loan, net (2) — — 418,471 428,441 Senior Unsecured Notes (1) 295,321 299,049 295,112 283,473 Convertible Notes, net (1) 715,881 761,440 702,642 784,175 Mortgages and notes payable, net (1) 2,516,478 2,657,599 2,162,403 2,282,142 (1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums. (2) The carrying value of the debt instrument as of December 31, 2016 is net of unamortized deferred financing costs. |
Significant Credit and Revenue
Significant Credit and Revenue Concentration | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Significant Credit and Revenue Concentration | Significant Credit and Revenue Concentration As of December 31, 2017 and 2016 , the Company’s real estate investments are operated by 419 and 450 tenants, respectively, that operate within retail, office and industrial property types across various industries throughout the U.S. Shopko operates in the general merchandise industry and is the Company’s largest tenant as a percentage of rental revenue. Total rental revenues from properties leased to Shopko for the years ended December 31, 2017 and 2016 , contributed 7.7% and 9.0% , respectively, of the rental revenue shown in the accompanying consolidated statements of operations. No other tenant contributed 4% or more of the rental revenue during any of the periods presented. As of December 31, 2017 and 2016 , the Company's net investment in Shopko properties represents approximately 5.1% and 5.8% , respectively, of the Company's total assets shown in the accompanying consolidated balance sheets. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Effective January 1, 2014, the Company adopted ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , under which only disposals representing a strategic shift in operations of the Company and that have (or will have) a major effect on the Company’s operations and financial results are to be presented as discontinued operations. Previously, only properties that were reported as held for sale as of December 31, 2013, were presented in discontinued operations and net gains or losses from the disposition of these properties were reclassified to discontinued operations. On May 31, 2018, the Company completed the Spin-Off of SMTA by means of a pro rata distribution of one share of SMTA common stock for every ten shares of the Corporation's common stock held by each of the Corporation's stockholders of record as of May 18, 2018. The Company determined that the Spin-Off represented a strategic shift that has a major effect on the Company's results and, therefore, SMTA's operations qualify as discontinued operations. Accordingly, the historical financial results of SMTA are reflected in our consolidated financial statements as discontinued operations for all periods presented. The assets and liabilities related to discontinued operations are separately classified on the consolidated balance sheets as of December 31, 2017 and 2016 , and the operations have been classified as income from discontinued operations on the consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015 . The consolidated statements of cash flows and all other notes herein include the results of both continuing operations and discontinued operations. Also included in discontinued operations below are properties that were reported as held for sale as of December 31, 2013, all of which related to SMTA. The table below summarizes the Company's assets and liabilities related to discontinued operations reported in its consolidated balance sheets. (in thousands) December 31, 2017 December 31, 2016 Assets Investments: Real estate investments: Land and improvements $ 990,575 $ 978,556 Buildings and improvements 1,702,926 1,629,555 Total real estate investments 2,693,501 2,608,111 Less: accumulated depreciation (572,075 ) (508,047 ) 2,121,426 2,100,064 Loans receivable, net 1,501 5,698 Intangible lease assets, net 103,651 114,558 Real estate asset held for sale, net 28,460 59,709 Net investments 2,255,038 2,280,029 Cash and cash equivalents 6 4,145 Deferred costs and other assets, net 109,096 54,736 Goodwill 28,740 28,740 Total assets of discontinued operations $ 2,392,880 $ 2,367,650 Liabilities Mortgages and notes payable, net $ 1,926,834 $ 1,339,614 Intangible lease liabilities, net 24,729 30,232 Accounts payable, accrued expenses and other liabilities 17,277 12,239 Total liabilities of discontinued operations $ 1,968,840 $ 1,382,085 The table below provides information about income and expenses related to the Company's discontinued operations reported in its consolidated statements of operations. Year Ended December 31, (in thousands) 2017 2016 2015 Revenues: Rentals $ 229,668 $ 240,247 $ 253,360 Interest income on loans receivable 445 1,854 3,301 Tenant reimbursement income 1,836 2,238 2,025 Other income 5,748 6,295 6,407 Total revenues 237,697 250,634 265,093 Expenses: General and administrative 4,552 2,008 2,071 Transaction costs 6,361 — — Property costs (including reimbursable) 10,644 6,750 6,658 Real estate acquisition costs (78 ) 325 393 Interest 76,733 77,896 83,718 Depreciation and amortization 82,333 89,240 94,155 Impairments 40,733 26,880 20,348 Total expenses 221,278 203,099 207,343 Income from discontinued operations before other income and income tax expense 16,419 47,535 57,750 Other income: Loss on debt extinguishment (2,224 ) (1,372 ) (787 ) Gain on disposition of assets 22,408 22,742 69,072 Total other income 20,184 21,370 68,285 Income from discontinued operations before income tax expense 36,603 68,905 126,035 Income tax benefit (expense) 117 (97 ) (122 ) Income from discontinued operations $ 36,720 $ 68,808 $ 125,913 The table below provides information about operating and investing cash flows related to the Company's discontinued operations reported in its consolidated statements of cash flows. Year Ended December 31, (in thousands) 2017 2016 2015 Net cash provided by operating activities $ 143,939 $ 160,279 $ 172,654 Net cash provided by investing activities 135,880 99,542 262,393 Continuing Involvement Subsequent to the Spin-Off, the Company will have continuing involvement with SMTA through the terms of the Asset Management Agreement, Property Management and Servicing Agreement and ownership of preferred equity of SMTA. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table presents the supplemental cash flow disclosures (in thousands): Years Ended December 31, 2017 2016 2015 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Reduction and assumption of debt through sale of certain real estate properties $ 39,141 $ 7,208 $ 30,555 Financing provided in connection with disposition of assets 24,015 — — Net real estate and other collateral assets surrendered to lender 38,547 30,381 7,384 Reduction of debt in exchange for collateral assets — 47,025 7,904 Real estate acquired in exchange for loans receivable — 26,609 — Reclass of residual value on expired deferred financing lease to operating asset 11,088 — — Accrued interest capitalized to principal (1) 3,839 4,332 6,035 Accrued performance share dividend rights 817 489 564 Distributions declared and unpaid 80,792 87,055 76,940 Supplemental Cash Flow Disclosures: Cash paid for interest $ 163,623 $ 182,105 $ 206,115 Cash paid for taxes 911 914 1,919 (1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. |
Incentive Award Plan and Employ
Incentive Award Plan and Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Incentive Award Plan and Employee Benefit Plan | Incentive Award Plan and Employee Benefit Plan Amended Incentive Award Plan Under the Amended Incentive Award Plan, the Company may grant equity incentive awards to eligible employees, directors and other service providers. Awards under the Amended Incentive Award Plan may be in the form of stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, performance awards, stock payment awards, performance share awards, LTIP units and other incentive awards. If an award under the Amended Incentive Award Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended Incentive Award Plan. As of December 31, 2017 , 4.1 million shares remained available for award under the Amended Incentive Award Plan. During the years ended December 31, 2017 , 2016 and 2015 , portions of awards of restricted common stock granted to certain of the Company’s officers and other employees vested. The vesting of these shares, granted pursuant to the Amended Incentive Award Plan, resulted in federal and state income tax liabilities for the recipients. As permitted by the terms of the Amended Incentive Award Plan and the award grants, certain executive officers and employees elected to surrender 0.4 million , 0.1 million and 0.4 million shares of common stock, respectively, valued at $3.5 million , $0.8 million and $4.3 million , respectively, solely to pay the associated minimum statutory tax withholdings during the years ended December 31, 2017 , 2016 and 2015 . Common shares repurchased are considered retired under Maryland law and the cost of the stock repurchased is recorded as a reduction to common stock and accumulated deficit on the consolidated balance sheets. Restricted Shares of Common Stock During the year ended December 31, 2017 , the Company granted 1.1 million restricted shares under the Amended Incentive Award Plan to certain executive officers, employees and members of the Board of Directors. The fair value of the restricted stock grants was determined based on the Company's closing stock price on the date of grant. The Company recorded $9.9 million in deferred compensation associated with these grants, which will be recognized in expense over the requisite service period, generally which is three years, with a remaining weighted average recognition period of 1.9 years. The following table summarizes restricted share activity under the Amended Incentive Award Plan: 2017 2016 2015 Number of Shares Weighted Average Price (1) (per share) Number of Shares Weighted Average Price (1) (per share) Number of Shares Weighted Average Price (1) (per share) Outstanding non-vested shares, beginning of year 1,034,615 $ 12.55 771,003 $ 11.29 1,299,807 $ 9.12 Shares granted 1,103,563 9.23 948,793 12.58 495,688 11.87 Shares vested (657,671 ) 11.30 (562,581 ) 11.10 (1,005,088 ) 8.77 Shares forfeited (45,804 ) 11.66 (122,600 ) 11.56 (19,404 ) 11.53 Outstanding non-vested shares, end of year 1,434,703 $ 10.60 1,034,615 $ 12.55 771,003 $ 11.29 (1) Based on grant date fair values. The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , effective January 1, 2017 and made an accounting policy election to recognize stock-based compensation forfeitures as they occur, whereas previously stock-based compensation forfeitures were estimated and recognized based on historical forfeiture rates. Performance Share Awards Since August 2013, performance share awards have been granted to executive officers upon approval from the Board of Directors or committee thereof. These awards are granted at a target number of units and represent shares that are potentially issuable in the future. The performance share awards vest based on the Company’s stock price and dividend performance, TSR, at the end of, generally, three -year periods relative to a group of industry peers. Potential shares of the Corporation's common stock that each participant is eligible to receive is based on the initial target number of shares granted multiplied by a percentage range between 0% and 250% . Grant date fair value of the performance share awards was calculated using the Monte Carlo simulation model, which incorporated stock price correlation, projected dividend yields and other variables over the time horizons matching the performance periods. Stock-based compensation expense associated with unvested performance share awards is recognized on a straight-line basis over the minimum required service period, with a remaining weighted average recognition period of 2.2 years as of December 31, 2017 . In addition, final shares issued under each performance share award entitle its holder to a cash payment equal to the aggregate declared dividends with record dates during the performance period, beginning on the grant date and ending the day before the awards are released. The projected shares to be awarded are not considered issued under the Amended Incentive Award Plan until the performance period has ended and the actual number of shares to be released is determined. The performance shares and dividend rights are subject to forfeiture in the event of a non-qualifying termination of a participant prior to the performance period end date. The following table summarizes performance share award activity under the Amended Incentive Award Plan: 2017 2016 2015 Number of Target Shares Weighted Average Fair Value Number of Target Shares Weighted Average Fair Value Number of Target Shares Weighted Average Fair Value Outstanding non-vested awards, beginning of year 494,300 $ 15.56 472,725 $ 14.28 610,797 $ 13.49 Grants at target (1) 858,226 11.88 400,800 16.06 279,199 14.78 Earned (below) above performance target (2) — — (42,640 ) 13.56 387,027 13.45 Vested (3) (466,667 ) 14.48 (215,438 ) 14.36 (804,298 ) 13.46 Forfeited (42,373 ) 14.78 (121,147 ) 15.05 — — Outstanding non-vested awards, end of year 843,486 $ 12.45 494,300 $ 15.56 472,725 $ 14.28 (1) The performance period for the 2017 performance awards began January 1, 2017 and continues through December 31, 2019, the performance period for the 2016 performance awards began January 1, 2016 and continues through December 31, 2018 and the performance period for the 2015 performance awards began January 1, 2015 and continues through December 31, 2017. (2) Represents shares that were earned below or in excess of target for the grants whose performance periods ended on December 31, 2017 , 2016 and 2015 . (3) The number of shares that vested in 2017 , 2016 and 2015 includes 466,667 , 155,782 , and 134,932 shares, respectively, released at target in connection with qualifying terminations. Dividend rights of $0.5 million , $0.2 million and $1.1 million associated with all shares released were paid in cash during 2017 , 2016 and 2015 , respectively. Approximately $0.8 million and $0.5 million in dividend rights have been accrued as of December 31, 2017 and 2016 , respectively. For outstanding non-vested awards at December 31, 2017 , 1 million shares would have been released based on the Corporation's TSR relative to the specified peer groups through that date. Stock-based Compensation Expense For the years ended December 31, 2017 , 2016 and 2015 , the Company recognized $16.6 million , $9.6 million and $13.3 million , respectively, in stock-based compensation expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2017 , the remaining unamortized stock-based compensation expense totaled $17.7 million , including $10.0 million related to restricted stock awards and $7.7 million related to performance share awards, which is recognized as the greater of the amount amortized on a straight-line basis over the service period of each applicable award or the amount vested over the vesting periods. 401(k) Plan The Company has a 401(k) Plan, which is available to full-time employees who have completed at least three months of service with the Company. Currently, the Company provides a matching contribution in cash, up to a maximum of 4% of compensation, which vests immediately. |
Income (Loss) Per Share and Par
Income (Loss) Per Share and Partnership Unit | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share and Partnership Unit | Income (Loss) Per Share and Partnership Unit Income per share has been determined using the two-class method which is computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both shares of common stock and participating securities based on the weighted average shares outstanding during the period. Classification of the Company's unvested restricted stock, which contain rights to receive non-forfeitable dividends, are deemed participating securities under the two-class method. Under the two-class method, earnings attributable to unvested restricted shares are deducted from income from continuing operations in the computation of net income attributable to common stockholders. The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per share computed using the two-class method ( dollars in thousands ): Years Ended December 31, 2017 2016 2015 Basic and diluted income: Net loss from continuing operations $ (2,270 ) $ (985 ) $ (32,640 ) Gain on disposition of assets 42,698 29,623 (61 ) Less: income attributable to unvested restricted stock (940 ) (614 ) (696 ) Less: dividends paid to preferred stockholders (2,530 ) — — Income (loss) used in basic and diluted income per common share from continuing operations 36,958 28,024 (33,397 ) Income used in basic and diluted income per share from discontinued operations 36,720 68,808 125,913 Net income attributable to common stockholders used in basic and diluted income per share $ 73,678 $ 96,832 $ 92,516 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 469,212,533 470,023,674 433,361,726 Less: unvested weighted average shares of restricted stock (1,277,588 ) (805,898 ) (1,138,773 ) Weighted average number of common shares outstanding used in basic income per share 467,934,945 469,217,776 432,222,953 Net income (loss) per share attributable to common stockholders - basic Continuing operations $ 0.08 $ 0.06 $ (0.08 ) Discontinued operations 0.08 0.15 0.29 Net income per share attributable to common stockholders - basic $ 0.16 $ 0.21 $ 0.21 Dilutive weighted average shares of common stock (1) Stock options — 3,835 — Unvested performance shares 7,843 24,654 — Weighted average shares of common stock used in diluted income per share 467,942,788 469,246,265 432,222,953 Net income (loss) per share attributable to common stockholders - diluted Continuing operations $ 0.08 $ 0.06 $ (0.08 ) Discontinued operations 0.08 0.15 0.29 Net income per share attributable to common stockholders - diluted $ 0.16 $ 0.21 $ 0.21 Potentially dilutive shares of common stock Unvested shares of restricted stock 65,480 119,633 339,541 Unvested performance shares — — 319,288 Stock options — — 3,384 Total 65,480 119,633 662,213 (1) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. The Corporation intends to satisfy its exchange obligation for the principal amount of the Convertible Notes to the note holders entirely in cash, therefore, the "if-converted" method does not apply and the treasury stock method is being used. For the year ended December 31, 2017 , the Corporation's average stock price was below the conversion price, resulting in zero potentially dilutive shares related to the conversion spread of the Convertible Notes. |
Costs Associated With Restructu
Costs Associated With Restructuring Activities | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Costs Associated With Restructuring Activities | Costs Associated With Restructuring Activities On November 16, 2015, the Company’s Board of Directors approved the strategic decision to relocate its headquarters from Scottsdale, Arizona to Dallas, Texas. The Company began occupying temporary office space in the new headquarters in the spring of 2016, and finalized the move with the opening of the new office space in late September 2016. As a result of moving its corporate headquarters, the Company incurred various restructuring charges, including employee separation and relocation costs. Restructuring charges incurred for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 were none , $6.3 million and $7.1 million , respectively, and are included within restructuring charges on the accompanying consolidated statements of operations. The Company incurred total relocation costs of $20.5 million , of which $13.4 million was for restructuring, $3.5 million was for capitalized costs related to tenant improvements and fixtures for the new corporate headquarters space and $3.6 million represents other relocation costs, primarily for redundant office space and employee salaries and benefits for departing employees, incurred in the transition phase. The Company did no t incur any additional costs after December 31, 2016 . |
Consolidated Quarterly Financia
Consolidated Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Consolidated Quarterly Financial Data | Consolidated Quarterly Financial Data The following table sets forth certain unaudited consolidated financial information for each of the four quarters included in the years ended December 31, 2017 and 2016 (in thousands, except share and per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Year 2017 (Unaudited) Total revenues $ 106,497 $ 108,670 $ 108,721 $ 107,370 $ 431,258 Depreciation and amortization 43,875 43,441 43,318 43,052 173,686 Interest 27,806 28,051 29,948 27,589 113,394 Other expenses 46,669 40,329 40,514 19,515 147,027 (Loss) gain on debt extinguishment (30 ) 7 1,792 (1,190 ) 579 Gain on disposition of assets 5,013 6,884 10,089 20,712 42,698 (Loss) income from continuing operations (6,870 ) 3,740 6,822 36,736 40,428 Income (loss) from discontinued operations 19,699 19,466 (1,500 ) (945 ) 36,720 Dividends paid to preferred stockholders — — — 2,530 2,530 Net income attributable to common stockholders and partners $ 12,829 $ 23,206 $ 5,322 $ 33,261 $ 74,618 Net income per share attributable to common stockholders and partners: Basic $ 0.03 $ 0.05 $ 0.01 $ 0.07 $ 0.16 Diluted $ 0.03 $ 0.05 $ 0.01 $ 0.07 $ 0.16 Dividends declared per common share and partnership unit $ 0.1800 $ 0.1800 $ 0.1800 $ 0.1800 $ 0.7200 First Second Third Fourth Quarter Quarter Quarter Quarter Year 2016 (Unaudited) Total revenues $ 106,010 $ 110,008 $ 109,541 $ 109,781 $ 435,340 Depreciation and amortization 42,923 42,759 43,820 43,534 173,036 Interest 32,465 29,676 28,662 27,887 118,690 Other expenses 26,767 31,379 35,741 52,317 146,204 (Loss) gain on debt extinguishment (5,079 ) 14,777 (8,016 ) (77 ) 1,605 Gain on disposition of assets 4,074 5,635 11,517 8,397 29,623 Income (loss) from continuing operations 2,850 26,606 4,819 (5,637 ) 28,638 Income from discontinued operations 20,250 19,353 22,580 6,625 68,808 Net income attributable to common stockholders and partners $ 23,100 $ 45,959 $ 27,399 $ 988 $ 97,446 Net income per share attributable to common stockholders and partners: Basic $ 0.05 $ 0.10 $ 0.06 $ — $ 0.21 Diluted $ 0.05 $ 0.10 $ 0.06 $ — $ 0.21 Dividends declared per common share and partnership unit $ 0.1750 $ 0.1750 $ 0.1750 $ 0.1800 $ 0.7050 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Shopko Term Loan On January 16, 2018 , the Operating Partnership funded a $35.0 million B-1 Term Loan as part of a syndicated loan and security agreement with Shopko as borrower and several banks as lenders. The B-1 Term Loan bears interest at a rate of 12% per annum and matures on June 19, 2020 . Principal will be repaid in quarterly installments of $0.6 million commencing on November 1, 2018 , while interest will be paid monthly. The loan is secured by Shopko’s assets in its $784 million asset-backed lending facility and is subordinate to other loans made under the syndicated loan and security agreement. The Operating Partnership received a commitment fee equal to 3.00% of the B-1 Term Loan. Amendment to Shopko Master Lease On January 16, 2018 , the Company, through two of its wholly-owned subsidiaries, entered into an amendment to its master lease with Shopko. The amendment requires Shopko to provide annual and quarterly financial statements to the Company that are compliant with SEC rules. Further, the amendment modifies certain other provisions of the master lease, including assignment by Shopko, subletting by Shopko, sale by the Company and rent payment date. Subject to certain conditions, Shopko will have a one-time right, upon 60 days written notice, to defer payment of the monthly base rent for a period of up to three months, provided that such months are not consecutive. The deferred rent is subject to interest at the rate of 11% per annum, and is secured by a second priority lien on Shopko's interests in its assets. CMBS Debt Issuance On January 22, 2018 , the Company entered into a new non-recourse loan agreement with Société Générale and Barclays Bank PLC as lenders, which is collateralized by a single distribution center property located in Katy, Texas. The loan has a term of 10 years to maturity with an interest rate based on the 10-year mid-market swap rate (or Treasury rate, whichever is greater) plus a spread of 245 basis points . As a result of the issuance, the Company received approximately $84 million in proceeds. Master Trust 2014 Notes Re-Pricing On January 23, 2018 , the Company re-priced a private offering of the Master Trust 2014 Series 2017-1 Class B notes (the “Class B Notes”) with $132.0 million aggregate principal. As a result, the interest rate on the Class B Notes will be reduced from 6.35% to 5.49% , while the other terms of the Class B Notes will remain unchanged. The Master Trust 2014 Series 2017-1 Class A notes were unaffected by the re-pricing of the Class B Notes. In connection with the re-pricing of the Class B Notes, the Company received $8.2 million in additional proceeds, that reduced the discount on the underlying debt, which the Company expects to distribute to Spirit prior to the Spin-Off. Resolution of Defaulted Loans In January 2018 , five underperforming properties with a net book value of $12.4 million were disposed of in foreclosure proceedings. In connection with the disposals $33.6 million in debt was resolved. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying consolidated financial statements of the Company and the Operating Partnership have been prepared on the accrual basis of accounting, in accordance with GAAP. |
Principles of Consolidation | The consolidated financial statements of the Company include the accounts of the Corporation and its wholly-owned subsidiaries. The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Special Purpose Entities | The Company has formed numerous special purpose entities to acquire and hold real estate encumbered by indebtedness (see Note 4). Each special purpose entity is a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted under their governing documents. |
Discontinued Operations | A discontinued operation represents: (i) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition. Examples of a strategic shift include disposing of: (i) a separate major line of business, (ii) a separate major geographic area of operations, or (iii) other major parts of the Company. The Company determined that the Spin- Off represented a strategic shift that has a major effect on the Company's results and, therefore, SMTA's operations qualify as discontinued operations. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. |
Segment Reporting | The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments. |
Real Estate Investments | Carrying Value of Real Estate Investments The Company’s real estate properties are recorded at cost and depreciated using the straight-line method over the estimated remaining useful lives of the properties, which generally range from 20 to 50 years for buildings and improvements and from 5 to 20 years for land improvements. Portfolio assets classified as “held for sale” are not depreciated . Properties classified as “held for sale” are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Purchase Accounting and Acquisition of Real Estate When acquiring a property, the purchase price (including acquisition and closing costs) is allocated to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, the purchase price of real estate is allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. In making estimates of fair values for this purpose, a number of sources are used, including independent appraisals and information obtained about each property as a result of pre-acquisition due diligence and marketing and leasing activities. Lease Intangibles Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on the Company’s estimate of costs related to acquiring a tenant and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease. In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. If the Company believes it is likely a lease will terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in the Company’s consolidated statements of operations. Investment in Direct Financing Leases For real estate property leases classified as direct financing leases, the building portion of the lease is accounted for as a direct financing lease, while the land portion is accounted for as operating leases when certain criteria are met. For direct financing leases, the Company records an asset which represents the net investment that is determined by using the aggregate of the total amount of future minimum lease payments, the estimated residual value of the leased property and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed annually, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased property. Actual residual values realized could differ from these estimates. The Company evaluates the collectability of future minimum lease payments on each direct financing lease primarily through the evaluation of payment history and the underlying creditworthiness of the tenant. There were no amounts past due as of December 31, 2017 and 2016 . The Company’s direct financing leases are evaluated individually for the purpose of determining if an allowance is needed. Any write-down of an estimated residual value is recognized as an impairment loss in the current period and earned income adjusted prospectively. The Company's direct financing leases were acquired in connection with the Merger. There were no impairment losses on direct financing leases during the years ended December 31, 2017 and 2016 . There were $4.8 million in impairment losses related to two direct financing leases during the year ended December 31, 2015 . Impairment The Company reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors in making this assessment. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors. Revenue Recognition The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur . Tenant receivables are carried net of the allowances for uncollectible amounts. The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and the Company records a provision for losses against rental revenues if collectability of these future rents is not reasonably assured. Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one -year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 2 times CPI over a specified period, (b) a fixed percentage, or (c) a fixed schedule. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred. Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, the Company recognizes contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs. The Company suspends revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier. Lease termination fees are included in other income on the Company’s consolidated statements of operations and are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met. The Company recorded lease termination fees of $5.0 million , $7.3 million and $5.8 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Goodwill | Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company did no t record any impairment on its existing goodwill for the years ended December 31, 2017 , 2016 and 2015 . Prior to the Company's adoption of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, on January 1, 2017 on a prospective basis, when the Company disposed of a real estate asset that constituted a business under GAAP, a portion of goodwill was allocated to the carrying value of the real estate asset considered to be a business to determine the gain or loss on the disposal. The portion of goodwill allocated was derived from the proportionate fair value of the business to the fair value of the Company’s reporting unit. Goodwill related to real estate assets not previously classified as held for sale of $6.3 million and $12.7 million was written off during the years ended December 31, 2016 and 2015 , respectively. Under the new guidance, the dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale. |
Allowance for Doubtful Accounts | The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as 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 tenant operates. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. The Company provided for reserves for uncollectible amounts totaling $12.4 million and $6.4 million at December 31, 2017 and 2016 , respectively, against accounts receivable balances of $27.2 million and $25.3 million , respectively. Receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets. Receivables are written off against the reserves for uncollectible amounts when all possible means of collection have been exhausted. For deferred rental revenues related to the straight-line method of reporting rental revenue, the collectability review includes management’s estimates of amounts that will not be realized and an assessment of the risks inherent in the portfolio, giving consideration to historical experience. The Company established a reserve for losses of $1.8 million and $7.7 million at December 31, 2017 and 2016 , respectively, against deferred rental revenue receivables of $81.6 million and $71.1 million , respectively. Deferred rental revenue receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. |
Loans Receivable | Loans receivable consists of mortgage loans, net of premium, and notes receivables. Interest on loans receivable is recognized using the effective interest rate method. Impairment and Allowance for Loan Losses The Company periodically evaluates the collectability of its loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted. As of December 31, 2017 , there was an allowance for loan losses on loans receivable of $0.4 million and a $0.5 million allowance for loan losses as of December 31, 2016 . A loan is placed on non-accrual status when the loan has become 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on non-accrual status, interest income is recognized only when received. |
Accounting for Derivative Financial Instruments and Hedging Activities | The Company utilizes derivative instruments such as interest rate swaps and caps for purposes of hedging exposures to fluctuations in interest rates associated with certain of its financing transactions. At the inception of a hedge transaction, the Company enters into a contractual arrangement with the hedge counterparty and formally documents the relationship between the derivative instrument and the financing transaction being hedged, as well as its risk management objective and strategy for undertaking the hedge transaction. At inception and at least quarterly thereafter, a formal assessment is performed to determine whether the derivative instrument has been highly effective in offsetting changes in cash flows of the related financing transaction and whether it is expected to be highly effective in the future. The fair value of the derivative instrument is recorded on the balance sheet as either an asset or liability. For derivatives designated as cash flow hedges, the effective portions of the corresponding change in fair value of the derivatives are recorded in AOCL within stockholders’ equity and partners' capital. Changes in fair value reported in other comprehensive income (loss) are reclassified to operations in the period in which operations are affected by the underlying hedged transaction. Any ineffective portions of the change in fair value are recognized immediately in general and administrative expense. The amounts paid or received on the hedge are recognized as adjustments to interest expense (see Note 5). |
Cash and Cash Equivalents | Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term instruments. |
Income Taxes | The Company has elected to be taxed as a REIT under the Code. As a REIT, the Company generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of its assets, the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified and will continue to qualify as a REIT and therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. Taxable income from non-REIT activities managed through any of the Company’s taxable REIT subsidiaries is subject to federal, state, and local taxes, which are not material. The Operating Partnership is a partnership for federal income tax purposes. Partnerships are pass-through entities and are not subject to U.S. federal income taxes, therefore no provision has been made for federal income taxes in the accompanying financial statements. Although most states and cities where the Operating Partnership operates follow the U.S. federal income tax treatment, there are certain jurisdictions such as Texas, Tennessee and Ohio that impose income or franchise taxes on a partnership. Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations. |
Earnings Per Share and Unit | The Company’s unvested restricted common stock, which contains non-forfeitable rights to receive dividends, are considered participating securities requiring the two-class method of computing earnings per share and unit. Under the two class method, earnings attributable to unvested restricted shares are deducted from income from continuing operations in the computation of net income attributable to common stockholders. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on their respective weighted average shares outstanding during the period. Under the terms of the Amended Incentive Award Plan and the related restricted stock awards (see Note 13), losses are not allocated to participating securities including undistributed losses as a result of dividends declared exceeding net income. The Company uses income or loss from continuing operations as the basis for determining whether potential common shares are dilutive or anti-dilutive and undistributed net income or loss as the basis for determining whether undistributed earnings are allocable to participating securities. |
New Accounting Pronouncements | In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 . This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers and is effective for annual reporting periods beginning after December 15, 2017, with early application permitted for annual reporting periods beginning after December 15, 2016. The Company adopted the new revenue recognition standard effective January 1, 2018 under the modified retrospective method, and elected to apply the standard only to contracts that are not completed as of the date of adoption (i.e. January 1, 2018). In evaluating the impact of this new standard, the Company identified that lease contracts covered by Leases (Topic 840) are excluded from the scope of this new guidance. As such, this ASU had no material impact on the Company's reported revenues, results of operations, financial position or disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting Leases (Topic 840) . ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. Leases pursuant to which the Company is the lessee primarily consist of its corporate office and equipment leases. The amendments in this ASU are effective for the fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified restrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. Upon adoption, the Company will record certain expenses paid directly by its tenants that protect the Company's interests in its properties, such as real estate taxes, to property costs and the related tenant reimbursement income to revenue, with no impact on net income. The Company has begun implementation of the ASU and is currently evaluating the overall impact of this ASU on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies many aspects of accounting for share-based payment transactions under ASC Topic 718, Compensation - Stock Compensation , including income tax consequences, classification of awards as either equity or liability, forfeiture rate calculations and classification on the statement of cash flows. The Company adopted this new guidance effective January 1, 2017 and made an accounting policy election to recognize stock-based compensation forfeitures as they occur, whereas previously stock-based compensation forfeitures were estimated and recognized based on historical forfeiture rates. This change has been applied prospectively and had no material impact on the financial statements of the Company. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which requires more timely recognition of credit losses associated with financial assets. ASU 2016-13 requires financial assets (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which addresses specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and requires retrospective adoption unless it is impracticable to apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company adopted ASU 2016-15 effective January 1, 2018 and has applied it retrospectively. As a result of adoption, debt prepayment and debt extinguishment costs, previously presented in operating activities, are now presented in financing activities in the consolidated statements of cash flows. There was no impact on the statements of cash flows for the Company for other types of transactions. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . This guidance requires entities to include restricted cash and restricted cash equivalents within the cash and cash equivalents balances presented in the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The Company adopted ASU 2016-18 effective January 1, 2018 and applied it retrospectively. As a result, restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which narrows the definition of a business. The Company early adopted the guidance effective January 1, 2017 and application is on a prospective basis. Under the new guidance, the acquisition of a property with an in-place lease generally is no longer accounted for as an acquisition of a business, but instead as an asset acquisition, meaning the transaction costs of such an acquisition are now capitalized instead of expensed. Further, dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale. |
Fair Value Measurements | The fair value measurement framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The fair value hierarchy is based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: • Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. • Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company's own assumptions. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Reconciliation of Goodwill | The following table presents a reconciliation of the Company’s goodwill from January 1, 2015 to December 31, 2017 (in thousands): Consolidated Balance as of December 31, 2014 $ 285,848 Goodwill allocated to dispositions of a business (21,498 ) Balance as of December 31, 2015 264,350 Goodwill allocated to dispositions of a business (10,010 ) Balance as of December 31, 2016 254,340 Goodwill allocated to dispositions of a business — Balance as of December 31, 2017 $ 254,340 |
Schedule of Restricted Cash and Deposits in Escrow | Restricted cash is classified within deferred costs and other assets, net in the accompanying consolidated balance sheets. Cash, cash equivalents and restricted cash consisted of the following (in thousands): December 31, 2017 December 31, 2016 December 31, 2015 Cash and cash equivalents $ 8,798 $ 10,059 $ 21,790 Restricted cash: Collateral deposits (1) 1,751 2,044 15,500 Tenant improvements, repairs, and leasing commissions (2) 8,257 9,739 8,362 Master Trust Release (3) 85,703 14,412 12,091 Liquidity reserve (4) 5,503 — — 1031 Exchange proceeds, net — — 39,869 Other (5) 4,695 644 1,823 Total cash, cash equivalents and restricted cash $ 114,707 $ 36,898 $ 99,435 (1) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. (2) Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant. (3) Proceeds from the sale of assets pledged as collateral under the Spirit Master Funding Program, which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. (4) Liquidity reserve cash was placed on deposit in conjunction with issuance of additional series of notes under Master Trust 2014 in December 2017 and is held until there is a cashflow shortfall as defined in the Master Trust 2014 agreements or a liquidation of Master Trust 2014 occurs. Additionally, the liquidity reserve can be released upon achieving certain performance criteria. (5) Funds held in lender controlled accounts released after scheduled debt service requirements are met. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Summary of Gross Real Estate and Loan Activity | During the years ended December 31, 2017 and 2016 , the Company had the following real estate and loan activity, net of accumulated depreciation and amortization: Number of Properties Dollar Amount of Investments Owned Financed Total Owned Financed Total (In Thousands) Gross balance, December 31, 2015 2,485 144 2,629 $ 8,198,685 $ 104,003 $ 8,302,688 Acquisitions/improvements (1) 269 — 269 711,510 — 711,510 Dispositions of real estate (2)(3) (213 ) — (213 ) (598,662 ) — (598,662 ) Principal payments and payoffs — (70 ) (70 ) — (34,955 ) (34,955 ) Impairments — — — (88,073 ) (176 ) (88,249 ) Write-off of gross lease intangibles — — — (42,307 ) — (42,307 ) Loan premium amortization and other — — — (77 ) (2,294 ) (2,371 ) Gross balance, December 31, 2016 2,541 74 2,615 8,181,076 66,578 8,247,654 Acquisitions/improvements (1) 43 16 59 326,766 23,300 350,066 Dispositions of real estate (2)(3) (192 ) — (192 ) (510,863 ) — (510,863 ) Principal payments and payoffs — (2 ) (2 ) — (7,878 ) (7,878 ) Impairments — — — (101,941 ) (389 ) (102,330 ) Write-off of gross lease intangibles — — — (67,139 ) — (67,139 ) Loan premium amortization and other — — — (4,841 ) (1,644 ) (6,485 ) Gross balance, December 31, 2017 2,392 88 2,480 $ 7,823,058 $ 79,967 $ 7,903,025 Accumulated depreciation and amortization (1,289,304 ) — (1,289,304 ) Other 304 — 304 Net balance, December 31, 2017 $ 6,534,058 $ 79,967 $ 6,614,025 (1) Includes investments of $42.6 million and $20.5 million , respectively, in revenue producing capitalized expenditures, as well as $3.5 million and $6.6 million , respectively, of non-revenue producing capitalized expenditures for the year s ended December 31, 2017 and 2016 . (2) The total accumulated depreciation and amortization associated with dispositions of real estate was $57.1 million and $126.4 million , respectively, for the year s ended December 31, 2017 and 2016 . (3) For the years ended December 31, 2017 , 2016 and 2015 the total gain on disposal of assets for properties held in use and held for sale was $24.6 million and $40.5 million , $35.8 million and $16.6 million , and $34.5 million and $33.9 million , respectively. |
Schedule of Minimum Future Contractual Rent to be Received Under Remaining Non-cancelable Term of Operating Leases | Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases (including realized rent increases occurring after January 1, 2018 ) are as follows (in thousands): December 31, 2018 $ 599,194 2019 587,493 2020 570,820 2021 542,899 2022 507,936 Thereafter 3,637,342 Total future minimum rentals $ 6,445,684 |
Summary of Loans Receivable | The following table details loans receivable, net of premium and allowance for loan losses (in thousands): December 31, December 31, Mortgage loans - principal $ 69,963 $ 55,410 Mortgage loans - premium, net of amortization 5,038 7,194 Allowance for loan losses (389 ) — Mortgages loans, net 74,612 62,604 Other note receivables - principal 5,355 4,474 Allowance for loan losses — (500 ) Other note receivables 5,355 3,974 Total loans receivable, net $ 79,967 $ 66,578 |
Summary of Lease Intangible, Net | The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): December 31, December 31, In-place leases $ 591,551 $ 624,723 Above-market leases 89,640 88,873 Less: accumulated amortization (271,288 ) (243,320 ) Intangible lease assets, net $ 409,903 $ 470,276 Below-market leases $ 216,642 $ 236,008 Less: accumulated amortization (61,339 ) (53,688 ) Intangible lease liabilities, net $ 155,303 $ 182,320 |
Schedule of Net Aggregate Amortization Expense of Intangible Assets and Liabilities | Based on the balance of intangible assets and liabilities at December 31, 2017 , the net aggregate amortization expense for the next five years and thereafter is expected to be as follows (in thousands): 2018 $ 32,343 2019 30,736 2020 28,717 2021 26,108 2022 22,838 Thereafter 113,858 Total future minimum amortization $ 254,600 |
Schedule of Components of Investment Assets held under Direct Financing Leases | The components of real estate investments held under direct financing leases were as follows (in thousands): December 31, December 31, 2016 Minimum lease payments receivable $ 7,325 $ 9,456 Estimated residual value of leased assets 24,552 35,640 Unearned income (7,012 ) (9,091 ) Real estate assets under direct financing leases, net $ 24,865 $ 36,005 |
Summary of Activity in Real Estate Assets Held for Sale | The following table shows the activity in real estate assets held for sale, net for the year s ended December 31, 2017 and 2016 : Number of Properties Carrying Value (In Thousands) Balance, December 31, 2015 36 $ 84,259 Transfers from real estate investments 72 246,730 Sales (59 ) (126,100 ) Transfers to real estate investments held and used (5 ) (21,046 ) Impairments — (23,273 ) Balance, December 31, 2016 44 160,570 Transfers from real estate investments 82 216,502 Sales (91 ) (208,029 ) Transfers to real estate investments held and used (20 ) (95,382 ) Impairments — (24,732 ) Balance, December 31, 2017 15 $ 48,929 |
Summary of Total Impairment Losses Recognized | The following table summarizes total impairment losses recognized in continuing and discontinued operations on the accompanying consolidated statements of operations (in thousands): Years Ended December 31, 2017 2016 2015 Real estate and intangible asset impairment $ 93,441 $ 80,390 $ 68,565 Write-off of lease intangibles, net 8,500 7,683 1,666 Loans receivable impairment 389 176 324 Total impairments from real estate investment net assets 102,330 88,249 70,555 Other impairment — 26 174 Total impairment loss in continuing and discontinued operations $ 102,330 $ 88,275 $ 70,729 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Instrument [Line Items] | |
Summary of Debt | The Company's debt is summarized below: 2017 (1) 2017 (2) 2017 (3) December 31, 2017 December 31, 2016 (In Thousands) Revolving Credit Facility 3.88 % 2.44 % 1.2 $ 112,000 $ 86,000 Term Loan 2.68 % 2.50 % 0.8 — 420,000 Master Trust Notes 5.52 % 5.01 % 5.2 2,248,504 1,672,706 CMBS - fixed-rate 5.78 % 5.81 % 4.6 332,647 528,427 Convertible Notes 5.32 % 3.28 % 2.3 747,500 747,500 Senior Unsecured Notes 4.65 % 4.45 % 8.7 300,000 300,000 Total debt 5.04 % 4.35 % 4.7 3,740,651 3,754,633 Debt discount, net (61,399 ) (52,894 ) Deferred financing costs, net (4) (39,572 ) (37,111 ) Total debt, net $ 3,639,680 $ 3,664,628 (1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs, facility fees and non-utilization fees, where applicable, calculated for the year ended December 31, 2017 . (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of December 31, 2017 . (3) Represents the weighted average maturity based on the outstanding principal balance as of December 31, 2017 . (4) The Company records deferred financing costs for the Revolving Credit Facility in deferred costs and other assets, net on its consolidated balance sheets. |
Schedule of Debt Maturities of Company's Revolving Credit Facilities, Mortgages and Notes Payable, Including Balloon Payments | As of December 31, 2017 , scheduled debt maturities of the Company’s Revolving Credit Facilities, Term Loan, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total 2018 (1) $ 41,877 $ 189,312 $ 231,189 2019 44,135 514,500 558,635 2020 48,910 365,903 414,813 2021 32,402 554,753 587,155 2022 32,557 983,480 1,016,037 Thereafter 188,177 744,645 932,822 Total $ 388,058 $ 3,352,593 $ 3,740,651 (1) The balloon payment balance in 2018 includes $64.3 million for the acceleration of principal payable, including $13.2 million of capitalized interest, following an event of default under 6 separate non-recourse CMBS loans. |
Summary of the Components of Interest Expense Related to the Company's Borrowings | The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): Years Ended December 31, 2017 2016 2015 Interest expense – Revolving Credit Facilities (1) $ 7,957 $ 3,314 $ 2,698 Interest expense – Term Loan 9,793 5,218 888 Interest expense – mortgages and notes payable 111,049 143,233 184,439 Interest expense – Convertible Notes (2) 24,509 24,509 24,509 Interest expense – Unsecured Senior Notes 13,351 4,932 — Non-cash interest expense: Amortization of deferred financing costs 9,896 9,070 7,937 Amortization of net losses related to interest rate swaps — 93 108 Amortization of debt discount/(premium), net 13,572 6,217 2,322 Total interest expense $ 190,127 $ 196,586 $ 222,901 (1) Includes facility fees of approximately $2.1 million , $2.0 million and $1.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. (2) Included in interest expense on the Operating Partnership's consolidated statements of operations are amounts paid to the Corporation by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc. |
Master Trust Notes | |
Debt Instrument [Line Items] | |
Summary of Debt | The Master Trust Notes are summarized below: Stated (1) Maturity December 31, December 31, (in Years) (in Thousands) Series 2014-1 Class A1 — % 0.0 $ — $ 53,919 Series 2014-1 Class A2 5.4 % 2.5 252,437 253,300 Series 2014-2 5.8 % 3.2 222,683 226,283 Series 2014-3 5.7 % 4.2 311,336 311,820 Series 2014-4 Class A1 3.5 % 2.1 150,000 150,000 Series 2014-4 Class A2 4.6 % 12.1 358,664 360,000 Series 2017-1 Class A (2) 4.4 % 5.0 515,280 — Series 2017-1 Class B (2) 6.4 % 5.0 125,400 — Total Master Trust 2014 notes 5.0 % 5.4 1,935,800 1,355,322 Series 2013-1 Class A 3.9 % 1.0 125,000 125,000 Series 2013-2 Class A 5.3 % 6.0 187,704 192,384 Total Master Trust 2013 notes 4.7 % 4.0 312,704 317,384 Total Master Trust Notes 2,248,504 1,672,706 Debt discount, net (36,188 ) (18,787 ) Deferred financing costs, net (24,010 ) (16,376 ) Total Master Trust Notes, net $ 2,188,306 $ 1,637,543 (1) Represents the individual series stated interest rate as of December 31, 2017 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2017 . (2) The Operating Partnership acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations. |
Derivative and Hedging Activi30
Derivative and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Amounts Recorded in AOCL | The following tables provide information about the amounts recorded in AOCL, as well as the loss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately, for the years ended December 31, 2017 , 2016 , and 2015 , respectively (in thousands): Amount of Loss Recognized in AOCL on Derivative (Effective Portion) Years Ended December 31, Derivatives in Cash Flow Hedging Relationships 2017 2016 2015 Interest rate swaps $ — $ (1,137 ) $ (1,190 ) Amount of Loss Reclassified from AOCL into Operations (Effective Portion) Years Ended December 31, Location of Loss Reclassified from AOCL into Operations 2017 2016 2015 Interest expense $ — $ (459 ) $ (1,169 ) Amount of Loss Recognized in Operations on Derivative (Ineffective Portion) Years Ended December 31, Location of Loss or Recognized in Operations on Derivatives 2017 2016 2015 General and administrative expense (1) $ — $ (1,706 ) $ (78 ) Derivatives Not Designated as Hedging Instruments Years Ended December 31, Location of Loss Recognized in Operations on Derivatives 2017 2016 2015 General and administrative expense $ — $ (18 ) $ — (1) The year ended December 31, 2015 includes a loss of $76 thousand that was reclassified from AOCL in the balance sheet resulting from hedged transactions that were no longer probable of occurring as the swaps were terminated prior to their respective maturity dates. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | The Company’s total income tax expense was as follows (in thousands): Years Ended December 31, 2017 2016 2015 State income tax $ 394 $ 899 $ 601 REIT state built-in gain tax expense — 47 — Federal income tax — 19 — Total income tax expense $ 394 $ 965 $ 601 |
Schedule of Common Stock Dividends Characterized for Tax | For the years ended December 31, 2017 , 2016 and 2015 , common stock dividends paid were characterized for tax as follows (per share): Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Ordinary income $ 0.49 $ 0.52 $ 0.42 Return of capital 0.16 0.15 0.26 Capital gain 0.07 0.03 — Total $ 0.72 $ 0.70 $ 0.68 |
Stockholders' Equity and Part32
Stockholders' Equity and Partners' Capital (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Dividends Payable | In fiscal years 2017 and 2016 , the Company's Board of Directors declared the following preferred and common stock dividends: Declaration Date Dividend Per Share Record Date Total Amount (1) Payment Date (in Thousands) 2017 Preferred Stock December 8, 2017 $ 0.3667 December 19, 2017 $ 2,530 December 29, 2017 Common Stock March 15, 2017 $ 0.1800 March 31, 2017 $ 87,122 April 14, 2017 June 15, 2017 0.1800 June 30, 2017 82,422 July 14, 2017 September 15, 2017 0.1800 September 29, 2017 82,062 October 13, 2017 December 8, 2017 0.1800 December 29, 2017 80,796 January 12, 2018 Total Common Dividend $ 0.7200 $ 332,402 2016 Common Stock March 15, 2016 $ 0.1750 March 31, 2016 $ 77,596 April 15, 2016 June 15, 2016 0.1750 June 30, 2016 83,940 July 15, 2016 September 15, 2016 0.1750 September 30, 2016 84,604 October 14, 2016 December 15, 2016 0.1800 December 30, 2016 87,040 January 13, 2017 Total Common Dividend $ 0.7050 $ 333,180 (1) Net of estimated forfeitures of approximately $3,300 and $12,000 for the years ended December 31, 2017 and December 31, 2016 , respectively, for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying consolidated statements of operations. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Company's Minimum Aggregate Rental Commitments Under all Non-cancelable Operating Leases | The Company’s minimum aggregate rental commitments under all non-cancelable operating leases as of December 31, 2017 are as follows (in thousands): Ground Leases Office and Equipment Leases Total 2018 $ 1,630 $ 1,527 $ 3,157 2019 1,646 1,532 3,178 2020 1,649 1,529 3,178 2021 1,655 1,532 3,187 2022 1,578 1,547 3,125 Thereafter 21,543 6,474 28,017 Total $ 29,701 $ 14,141 $ 43,842 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company's Assets Accounted for at Fair Value on a Nonrecurring Basis | The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of December 31, 2017 and 2016 (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 December 31, 2017 Retail 21,598 21,598 Industrial 750 750 Office 5,964 5,964 Long-lived assets held and used $ 28,312 $ — $ — $ 28,312 Long-lived assets held for sale 42,142 — — 42,142 December 31, 2016 Retail 33,766 — — 33,766 Industrial 2,394 — — 2,394 Office 8,538 — — 8,538 Long-lived assets held and used $ 44,698 $ — $ — $ 44,698 Lease intangible assets 6,384 — — 6,384 Other assets 27 — — 27 Long-lived assets held for sale 24,493 — — 24,493 |
Schedule of Weighted Average Sales Price Per Square Foot of Income Producing and Vacant Properties Used To Estimate Fair Value | December 31, 2017 December 31, 2016 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $13.66 - $305.05 $ 55.68 364,940 $17.17 - $502.23 $ 58.78 290,770 Industrial $3.30 - $8.56 $ 5.35 370,824 $26.43 $ 26.43 104,864 Office $24.82 - $244.86 $ 40.14 161,346 $35.00 $ 35.00 135,675 For the remaining one held and used property impaired during the year ended December 31, 2017 and 17 held and used properties impaired during the year ended December 31, 2016 , the Company estimated property fair value using price per square foot of the listing price or a broker opinion of value. The following table provides information about the price per square foot of listing price and broker opinion of value inputs used: December 31, 2017 December 31, 2016 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $88.89 - $88.89 $ 88.89 22,500 $15.40 - $170.02 $ 40.80 516,916 Industrial — — — $9.09 $ 9.09 149,627 Office — — — $56.81 $ 56.81 34,992 For the years ended December 31, 2017 and 2016, we determined that 8 and 9 long-lived assets held for sale, respectively, were impaired. The Company estimated property fair value of held for sale properties using price per square foot from the signed purchase and sale agreements. The following table provides information about the price per square foot from signed purchase and sale agreements used: December 31, 2017 December 31, 2016 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held for sale by asset type Retail $55.30 - $346.23 $ 230.52 150,376 $19.66 - $393.02 $ 95.11 265,610 Industrial $24.02 - $54.21 $ 37.09 223,747 — — — |
Summary of Fair Value Information for Financial Instruments | The following table discloses fair value information for these financial instruments (in thousands): December 31, 2017 December 31, 2016 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net $ 79,967 $ 82,886 $ 66,578 $ 71,895 Revolving Credit Facility, net 112,000 111,997 86,000 87,718 Term Loan, net (2) — — 418,471 428,441 Senior Unsecured Notes (1) 295,321 299,049 295,112 283,473 Convertible Notes, net (1) 715,881 761,440 702,642 784,175 Mortgages and notes payable, net (1) 2,516,478 2,657,599 2,162,403 2,282,142 (1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums. (2) The carrying value of the debt instrument as of December 31, 2016 is net of unamortized deferred financing costs. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Net Gains or Losses from Discontinued Operations | The table below summarizes the Company's assets and liabilities related to discontinued operations reported in its consolidated balance sheets. (in thousands) December 31, 2017 December 31, 2016 Assets Investments: Real estate investments: Land and improvements $ 990,575 $ 978,556 Buildings and improvements 1,702,926 1,629,555 Total real estate investments 2,693,501 2,608,111 Less: accumulated depreciation (572,075 ) (508,047 ) 2,121,426 2,100,064 Loans receivable, net 1,501 5,698 Intangible lease assets, net 103,651 114,558 Real estate asset held for sale, net 28,460 59,709 Net investments 2,255,038 2,280,029 Cash and cash equivalents 6 4,145 Deferred costs and other assets, net 109,096 54,736 Goodwill 28,740 28,740 Total assets of discontinued operations $ 2,392,880 $ 2,367,650 Liabilities Mortgages and notes payable, net $ 1,926,834 $ 1,339,614 Intangible lease liabilities, net 24,729 30,232 Accounts payable, accrued expenses and other liabilities 17,277 12,239 Total liabilities of discontinued operations $ 1,968,840 $ 1,382,085 The table below provides information about income and expenses related to the Company's discontinued operations reported in its consolidated statements of operations. Year Ended December 31, (in thousands) 2017 2016 2015 Revenues: Rentals $ 229,668 $ 240,247 $ 253,360 Interest income on loans receivable 445 1,854 3,301 Tenant reimbursement income 1,836 2,238 2,025 Other income 5,748 6,295 6,407 Total revenues 237,697 250,634 265,093 Expenses: General and administrative 4,552 2,008 2,071 Transaction costs 6,361 — — Property costs (including reimbursable) 10,644 6,750 6,658 Real estate acquisition costs (78 ) 325 393 Interest 76,733 77,896 83,718 Depreciation and amortization 82,333 89,240 94,155 Impairments 40,733 26,880 20,348 Total expenses 221,278 203,099 207,343 Income from discontinued operations before other income and income tax expense 16,419 47,535 57,750 Other income: Loss on debt extinguishment (2,224 ) (1,372 ) (787 ) Gain on disposition of assets 22,408 22,742 69,072 Total other income 20,184 21,370 68,285 Income from discontinued operations before income tax expense 36,603 68,905 126,035 Income tax benefit (expense) 117 (97 ) (122 ) Income from discontinued operations $ 36,720 $ 68,808 $ 125,913 The table below provides information about operating and investing cash flows related to the Company's discontinued operations reported in its consolidated statements of cash flows. Year Ended December 31, (in thousands) 2017 2016 2015 Net cash provided by operating activities $ 143,939 $ 160,279 $ 172,654 Net cash provided by investing activities 135,880 99,542 262,393 |
Supplemental Cash Flow Inform36
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Disclosures | The following table presents the supplemental cash flow disclosures (in thousands): Years Ended December 31, 2017 2016 2015 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Reduction and assumption of debt through sale of certain real estate properties $ 39,141 $ 7,208 $ 30,555 Financing provided in connection with disposition of assets 24,015 — — Net real estate and other collateral assets surrendered to lender 38,547 30,381 7,384 Reduction of debt in exchange for collateral assets — 47,025 7,904 Real estate acquired in exchange for loans receivable — 26,609 — Reclass of residual value on expired deferred financing lease to operating asset 11,088 — — Accrued interest capitalized to principal (1) 3,839 4,332 6,035 Accrued performance share dividend rights 817 489 564 Distributions declared and unpaid 80,792 87,055 76,940 Supplemental Cash Flow Disclosures: Cash paid for interest $ 163,623 $ 182,105 $ 206,115 Cash paid for taxes 911 914 1,919 (1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. |
Incentive Award Plan and Empl37
Incentive Award Plan and Employee Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Summary of Restricted Share Activity under the Incentive Award Plan | The following table summarizes restricted share activity under the Amended Incentive Award Plan: 2017 2016 2015 Number of Shares Weighted Average Price (1) (per share) Number of Shares Weighted Average Price (1) (per share) Number of Shares Weighted Average Price (1) (per share) Outstanding non-vested shares, beginning of year 1,034,615 $ 12.55 771,003 $ 11.29 1,299,807 $ 9.12 Shares granted 1,103,563 9.23 948,793 12.58 495,688 11.87 Shares vested (657,671 ) 11.30 (562,581 ) 11.10 (1,005,088 ) 8.77 Shares forfeited (45,804 ) 11.66 (122,600 ) 11.56 (19,404 ) 11.53 Outstanding non-vested shares, end of year 1,434,703 $ 10.60 1,034,615 $ 12.55 771,003 $ 11.29 (1) Based on grant date fair values. |
Summary of Performance Share Award Activity under the Incentive Award Plan | The following table summarizes performance share award activity under the Amended Incentive Award Plan: 2017 2016 2015 Number of Target Shares Weighted Average Fair Value Number of Target Shares Weighted Average Fair Value Number of Target Shares Weighted Average Fair Value Outstanding non-vested awards, beginning of year 494,300 $ 15.56 472,725 $ 14.28 610,797 $ 13.49 Grants at target (1) 858,226 11.88 400,800 16.06 279,199 14.78 Earned (below) above performance target (2) — — (42,640 ) 13.56 387,027 13.45 Vested (3) (466,667 ) 14.48 (215,438 ) 14.36 (804,298 ) 13.46 Forfeited (42,373 ) 14.78 (121,147 ) 15.05 — — Outstanding non-vested awards, end of year 843,486 $ 12.45 494,300 $ 15.56 472,725 $ 14.28 (1) The performance period for the 2017 performance awards began January 1, 2017 and continues through December 31, 2019, the performance period for the 2016 performance awards began January 1, 2016 and continues through December 31, 2018 and the performance period for the 2015 performance awards began January 1, 2015 and continues through December 31, 2017. (2) Represents shares that were earned below or in excess of target for the grants whose performance periods ended on December 31, 2017 , 2016 and 2015 . (3) The number of shares that vested in 2017 , 2016 and 2015 includes 466,667 , 155,782 , and 134,932 shares, respectively, released at target in connection with qualifying terminations. Dividend rights of $0.5 million , $0.2 million and $1.1 million associated with all shares released were paid in cash during 2017 , 2016 and 2015 , respectively. |
Income (Loss) Per Share and P38
Income (Loss) Per Share and Partnership Unit (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Numerator and Denominator used in Computation of Basic and Diluted Net (Loss) Income Per Share | The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per share computed using the two-class method ( dollars in thousands ): Years Ended December 31, 2017 2016 2015 Basic and diluted income: Net loss from continuing operations $ (2,270 ) $ (985 ) $ (32,640 ) Gain on disposition of assets 42,698 29,623 (61 ) Less: income attributable to unvested restricted stock (940 ) (614 ) (696 ) Less: dividends paid to preferred stockholders (2,530 ) — — Income (loss) used in basic and diluted income per common share from continuing operations 36,958 28,024 (33,397 ) Income used in basic and diluted income per share from discontinued operations 36,720 68,808 125,913 Net income attributable to common stockholders used in basic and diluted income per share $ 73,678 $ 96,832 $ 92,516 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 469,212,533 470,023,674 433,361,726 Less: unvested weighted average shares of restricted stock (1,277,588 ) (805,898 ) (1,138,773 ) Weighted average number of common shares outstanding used in basic income per share 467,934,945 469,217,776 432,222,953 Net income (loss) per share attributable to common stockholders - basic Continuing operations $ 0.08 $ 0.06 $ (0.08 ) Discontinued operations 0.08 0.15 0.29 Net income per share attributable to common stockholders - basic $ 0.16 $ 0.21 $ 0.21 Dilutive weighted average shares of common stock (1) Stock options — 3,835 — Unvested performance shares 7,843 24,654 — Weighted average shares of common stock used in diluted income per share 467,942,788 469,246,265 432,222,953 Net income (loss) per share attributable to common stockholders - diluted Continuing operations $ 0.08 $ 0.06 $ (0.08 ) Discontinued operations 0.08 0.15 0.29 Net income per share attributable to common stockholders - diluted $ 0.16 $ 0.21 $ 0.21 Potentially dilutive shares of common stock Unvested shares of restricted stock 65,480 119,633 339,541 Unvested performance shares — — 319,288 Stock options — — 3,384 Total 65,480 119,633 662,213 (1) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. |
Consolidated Quarterly Financ39
Consolidated Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Consolidated Quarterly Financial Data | The following table sets forth certain unaudited consolidated financial information for each of the four quarters included in the years ended December 31, 2017 and 2016 (in thousands, except share and per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Year 2017 (Unaudited) Total revenues $ 106,497 $ 108,670 $ 108,721 $ 107,370 $ 431,258 Depreciation and amortization 43,875 43,441 43,318 43,052 173,686 Interest 27,806 28,051 29,948 27,589 113,394 Other expenses 46,669 40,329 40,514 19,515 147,027 (Loss) gain on debt extinguishment (30 ) 7 1,792 (1,190 ) 579 Gain on disposition of assets 5,013 6,884 10,089 20,712 42,698 (Loss) income from continuing operations (6,870 ) 3,740 6,822 36,736 40,428 Income (loss) from discontinued operations 19,699 19,466 (1,500 ) (945 ) 36,720 Dividends paid to preferred stockholders — — — 2,530 2,530 Net income attributable to common stockholders and partners $ 12,829 $ 23,206 $ 5,322 $ 33,261 $ 74,618 Net income per share attributable to common stockholders and partners: Basic $ 0.03 $ 0.05 $ 0.01 $ 0.07 $ 0.16 Diluted $ 0.03 $ 0.05 $ 0.01 $ 0.07 $ 0.16 Dividends declared per common share and partnership unit $ 0.1800 $ 0.1800 $ 0.1800 $ 0.1800 $ 0.7200 First Second Third Fourth Quarter Quarter Quarter Quarter Year 2016 (Unaudited) Total revenues $ 106,010 $ 110,008 $ 109,541 $ 109,781 $ 435,340 Depreciation and amortization 42,923 42,759 43,820 43,534 173,036 Interest 32,465 29,676 28,662 27,887 118,690 Other expenses 26,767 31,379 35,741 52,317 146,204 (Loss) gain on debt extinguishment (5,079 ) 14,777 (8,016 ) (77 ) 1,605 Gain on disposition of assets 4,074 5,635 11,517 8,397 29,623 Income (loss) from continuing operations 2,850 26,606 4,819 (5,637 ) 28,638 Income from discontinued operations 20,250 19,353 22,580 6,625 68,808 Net income attributable to common stockholders and partners $ 23,100 $ 45,959 $ 27,399 $ 988 $ 97,446 Net income per share attributable to common stockholders and partners: Basic $ 0.05 $ 0.10 $ 0.06 $ — $ 0.21 Diluted $ 0.05 $ 0.10 $ 0.06 $ — $ 0.21 Dividends declared per common share and partnership unit $ 0.1750 $ 0.1750 $ 0.1750 $ 0.1800 $ 0.7050 |
Organization - Additional Infor
Organization - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017 | |
General Partner | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Percentage ownership of operating partnership | 1.00% |
Limited Partner | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Percentage ownership of operating partnership | 99.00% |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)Loanreceivablesegment | Dec. 31, 2016USD ($)Loanreceivable | Dec. 31, 2015USD ($)Lease | |
Summary Of Significant Accounting Policies [Line Items] | |||
Net assets | $ 7,263,511,000 | $ 7,677,971,000 | |
Net liabilities | $ 3,943,902,000 | 3,995,863,000 | |
Number of operating segments | segment | 1 | ||
Amounts past due | $ 0 | 0 | |
Impairments or allowances of direct financing lease | $ 0 | 0 | $ 4,800,000 |
Number of direct financing leases with impairments | Lease | 2 | ||
Rent escalators adjustment period | 1 year | ||
Threshold period for past due amounts | 60 days | ||
Impairment on existing goodwill | $ 0 | 0 | $ 0 |
Goodwill written off from disposal of real estate assets not previously classified as held for sale | 0 | 10,010,000 | 21,498,000 |
Reserves for uncollectible amounts | 12,400,000 | 6,400,000 | |
Accounts receivable | 27,200,000 | 25,300,000 | |
Provision for losses | 1,800,000 | 7,700,000 | |
Accrued rental revenue receivables | 81,600,000 | 71,100,000 | |
Allowance for loan losses | $ 400,000 | $ 500,000 | |
Loan placed on non accrual status, past due days | 60 days | ||
Number of loans on nonaccrual status | Loan | 5 | 0 | |
Receivables, nonaccrual status | $ 1,500,000 | $ 500,000 | |
Number of notes receivable on nonaccrual status | receivable | 0 | 1 | |
Federal income tax | $ 0 | ||
Discontinued Operations, Disposed of by Sale | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Goodwill written off from disposal of real estate assets not previously classified as held for sale | $ 6,300,000 | 12,700,000 | |
Interest income and other | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Lease termination fee | $ 5,000,000 | 7,300,000 | $ 5,800,000 |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Rent escalator increase as ratio of CPI | 1 | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Rent escalator increase as ratio of CPI | 2 | ||
Building and improvements | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 20 years | ||
Building and improvements | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 50 years | ||
Land improvements | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 5 years | ||
Land improvements | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 20 years | ||
Special purpose entities | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Net assets | $ 2,780,000,000 | 2,950,000,000 | |
Net liabilities | $ 2,630,000,000 | $ 2,260,000,000 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Reconciliation of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 225,600 | $ 264,350 | $ 285,848 |
Goodwill allocated to dispositions of a business | 0 | (10,010) | (21,498) |
Goodwill, ending balance | 225,600 | 225,600 | $ 264,350 |
Continuing operations and discontinued operations | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 254,340 | ||
Goodwill, ending balance | $ 254,340 | $ 254,340 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Schedule of Restricted Cash and Deposits in Escrow, Classified Within Deferred Costs and Other Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 8,798 | $ 10,059 | $ 21,790 | |
Total cash, cash equivalents and restricted cash | 114,707 | 36,898 | 99,435 | $ 276,525 |
Collateral deposits | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 1,751 | 2,044 | 15,500 | |
Tenant improvements, repairs and leasing commissions | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 8,257 | 9,739 | 8,362 | |
Master Trust Release | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 85,703 | 14,412 | 12,091 | |
Liquidity reserve | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 5,503 | 0 | 0 | |
1031 Exchange proceeds, net | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 0 | 0 | 39,869 | |
Other | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 4,695 | $ 644 | $ 1,823 |
Investments - Additional Inform
Investments - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)loanStatePropertyborrower | Dec. 31, 2016USD ($)loanPropertyborrower | Dec. 31, 2015USD ($)Property | |
Investment [Line Items] | |||
Real estate properties and loans, gross | $ 7,903,025 | $ 8,247,654 | $ 8,302,688 |
Number of real estate properties invested in | Property | 2,480 | 2,615 | 2,629 |
Number of states properties dispersed geographically | State | 49 | ||
Number of states exceeding disclosure threshold | State | 1 | ||
Minimum percentage of investment in real estate properties | 10.00% | ||
Number of notes receivable (in loans) | loan | 3 | ||
Amortization amount to rental revenue for capitalized leases | $ 6,500 | $ 6,600 | $ 5,800 |
Leases amortization expenses | 43,300 | 46,400 | 49,900 |
Below market lease acquired | $ 2,000 | ||
Real estate assets held-for-sale expected selling period | 12 months | ||
Impairment of properties classified as held for sale | $ 24,800 | 23,100 | 15,000 |
Impairment of properties classified as held and used | $ 77,200 | $ 47,200 | 55,400 |
In-place Leases | |||
Investment [Line Items] | |||
Lease intangibles weighted average amortization period | 13 years 9 months 18 days | 14 years 7 months 6 days | |
Acquired finite-lived intangible assets | $ 18,700 | ||
Above market leases | |||
Investment [Line Items] | |||
Lease intangibles weighted average amortization period | 9 years 6 months | 10 years 3 months 18 days | |
Acquired finite-lived intangible assets | $ 6,500 | ||
Below-market Leases | |||
Investment [Line Items] | |||
Lease intangibles weighted average amortization period | 17 years 6 months | ||
Below-market Leases | Minimum | |||
Investment [Line Items] | |||
Lease intangibles weighted average amortization period | 18 years 6 months | ||
Below-market Leases | Maximum | |||
Investment [Line Items] | |||
Lease intangibles weighted average amortization period | 11 years 2 months 12 days | ||
Leases | |||
Investment [Line Items] | |||
Lease intangibles weighted average amortization period | 10 years 7 months 6 days | ||
Single-Tenant Commercial Properties | First Mortgage | |||
Investment [Line Items] | |||
Number of first-priority mortgage loans | loan | 10 | 8 | |
Number of borrowers | borrower | 6 | 4 | |
Tenant Assets and Stock | |||
Investment [Line Items] | |||
Number of notes receivable (in loans) | loan | 1 | ||
Secured notes receivable, net | $ 3,500 | ||
Unsecured | |||
Investment [Line Items] | |||
Number of notes receivable (in loans) | loan | 2 | ||
Texas | |||
Investment [Line Items] | |||
Percentage of investment in real estate properties | 12.20% | ||
Financed Properties | |||
Investment [Line Items] | |||
Real estate properties and loans, gross | $ 79,967 | $ 66,578 | $ 104,003 |
Number of real estate properties invested in | Property | 88 | 74 | 144 |
Investments - Summary of Gross
Investments - Summary of Gross Real Estate and Loan Activity (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)Property | Dec. 31, 2016USD ($)Property | |
Number of Properties | ||
Beginning balance (in properties) | Property | 2,615 | 2,629 |
Acquisitions/improvements (in properties) | Property | 59 | 269 |
Dispositions of real estate (in properties) | Property | (192) | (213) |
Principal payments and payoffs (in properties) | Property | (2) | (70) |
Impairments (in properties) | Property | 0 | 0 |
Write-off of gross lease intangibles (in properties) | Property | 0 | 0 |
Loan premium amortization and other (in properties) | Property | 0 | 0 |
Ending balance (in properties) | Property | 2,480 | 2,615 |
Dollar Amount of Investments | ||
Beginning balance | $ 8,247,654 | $ 8,302,688 |
Acquisitions/improvements | 350,066 | 711,510 |
Dispositions of real estate | (510,863) | (598,662) |
Principal payments and payoffs | (7,878) | (34,955) |
Impairments | (102,330) | (88,249) |
Write-off of gross lease intangibles | (67,139) | (42,307) |
Loan premium amortization and other | (6,485) | (2,371) |
Ending balance | 7,903,025 | $ 8,247,654 |
Accumulated depreciation and amortization | (1,289,304) | |
Other | 304 | |
Net balance, December 31, 2017 | $ 6,614,025 | |
Owned Properties | ||
Number of Properties | ||
Beginning balance (in properties) | Property | 2,541 | 2,485 |
Acquisitions/improvements (in properties) | Property | 43 | 269 |
Dispositions of real estate (in properties) | Property | (192) | (213) |
Principal payments and payoffs (in properties) | Property | 0 | 0 |
Impairments (in properties) | Property | 0 | 0 |
Write-off of gross lease intangibles (in properties) | Property | 0 | 0 |
Loan premium amortization and other (in properties) | Property | 0 | 0 |
Ending balance (in properties) | Property | 2,392 | 2,541 |
Dollar Amount of Investments | ||
Beginning balance | $ 8,181,076 | $ 8,198,685 |
Acquisitions/improvements | 326,766 | 711,510 |
Dispositions of real estate | (510,863) | (598,662) |
Principal payments and payoffs | 0 | 0 |
Impairments | (101,941) | (88,073) |
Write-off of gross lease intangibles | (67,139) | (42,307) |
Loan premium amortization and other | (4,841) | (77) |
Ending balance | 7,823,058 | $ 8,181,076 |
Accumulated depreciation and amortization | (1,289,304) | |
Other | 304 | |
Net balance, December 31, 2017 | $ 6,534,058 | |
Financed Properties | ||
Number of Properties | ||
Beginning balance (in properties) | Property | 74 | 144 |
Acquisitions/improvements (in properties) | Property | 16 | 0 |
Dispositions of real estate (in properties) | Property | 0 | 0 |
Principal payments and payoffs (in properties) | Property | (2) | (70) |
Impairments (in properties) | Property | 0 | 0 |
Write-off of gross lease intangibles (in properties) | Property | 0 | 0 |
Loan premium amortization and other (in properties) | Property | 0 | 0 |
Ending balance (in properties) | Property | 88 | 74 |
Dollar Amount of Investments | ||
Beginning balance | $ 66,578 | $ 104,003 |
Acquisitions/improvements | 23,300 | 0 |
Dispositions of real estate | 0 | 0 |
Principal payments and payoffs | (7,878) | (34,955) |
Impairments | (389) | (176) |
Write-off of gross lease intangibles | 0 | 0 |
Loan premium amortization and other | (1,644) | (2,294) |
Ending balance | 79,967 | $ 66,578 |
Accumulated depreciation and amortization | 0 | |
Other | 0 | |
Net balance, December 31, 2017 | $ 79,967 |
Investments - Summary of Gros46
Investments - Summary of Gross Real Estate and Loan Activity (Footnote) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||
Total accumulated depreciation and amortization associated with dispositions of real estate | $ 57.1 | $ 126.4 | |
Revenue producing capitalized expenditures | 42.6 | 20.5 | |
Non-revenue producing capitalized maintenance expenditures | 3.5 | 6.6 | |
Discontinued Operations, Held-for-use | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on disposal of assets for properties | 24.6 | 40.5 | $ 35.8 |
Discontinued Operations, Held-for-sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on disposal of assets for properties | $ 16.6 | $ 34.5 | $ 33.9 |
Investments - Schedule of Minim
Investments - Schedule of Minimum Future Contractual Rent to be Received Under Remaining Non-cancelable Term of Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
2,018 | $ 599,194 |
2,019 | 587,493 |
2,020 | 570,820 |
2,021 | 542,899 |
2,022 | 507,936 |
Thereafter | 3,637,342 |
Total future minimum amortization | $ 6,445,684 |
Investments - Summary of Loans
Investments - Summary of Loans Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Loans and Leases Receivable Disclosure [Line Items] | ||
Mortgage loans and other note receivables, net | $ 78,466 | $ 60,880 |
Continuing operations and discontinued operations | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Mortgage loans and other note receivables, net | 79,967 | 66,578 |
Continuing operations and discontinued operations | Mortgage Receivable | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Mortgage loans and other note receivables, gross | 69,963 | 55,410 |
Mortgage loans - premium, net of amortization | 5,038 | 7,194 |
Allowance for loan losses | (389) | 0 |
Mortgage loans and other note receivables, net | 74,612 | 62,604 |
Continuing operations and discontinued operations | Notes Receivable | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Mortgage loans and other note receivables, gross | 5,355 | 4,474 |
Allowance for loan losses | 0 | (500) |
Mortgage loans and other note receivables, net | $ 5,355 | $ 3,974 |
Investments - Summary of Lease
Investments - Summary of Lease Intangible, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Leased Assets [Line Items] | ||
Intangible lease assets, net | $ 306,252 | $ 355,718 |
Continuing operations and discontinued operations | ||
Capital Leased Assets [Line Items] | ||
Less: accumulated amortization | (271,288) | (243,320) |
Intangible lease assets, net | 409,903 | 470,276 |
Below-market leases | 216,642 | 236,008 |
Less: accumulated amortization | (61,339) | (53,688) |
Intangible lease liabilities, net | 155,303 | 182,320 |
Continuing operations and discontinued operations | In-place Leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease assets, gross | 591,551 | 624,723 |
Continuing operations and discontinued operations | Above-market Leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease assets, gross | $ 89,640 | $ 88,873 |
Investments - Schedule of Net A
Investments - Schedule of Net Aggregate Amortization Expense of Intangible Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Amortization in 2018 | $ 32,343 |
Amortization in 2019 | 30,736 |
Amortization in 2020 | 28,717 |
Amortization in 2021 | 26,108 |
Amortization in 2022 | 22,838 |
Amortization thereafter | 113,858 |
Total future minimum amortization | $ 254,600 |
Investments - Schedule of Compo
Investments - Schedule of Components of Investment Assets held under Direct Financing Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Minimum lease payments receivable | $ 7,325 | $ 9,456 |
Estimated residual value of leased assets | 24,552 | 35,640 |
Unearned income | (7,012) | (9,091) |
Real estate assets under direct financing leases, net | $ 24,865 | $ 36,005 |
Investments - Summary of Activi
Investments - Summary of Activity in Real Estate Assets Held for Sale (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)Property | Dec. 31, 2016USD ($)Property | |
Number of Properties | ||
Balance, beginning of period (in properties) | Property | 44 | 36 |
Transfers from real estate investments (in properties) | Property | 82 | 72 |
Sales (in properties) | Property | (91) | (59) |
Transfers to real estate investments held and used (in properties) | Property | (20) | (5) |
Balance, end of period (in properties) | Property | 15 | 44 |
Carrying Value | ||
Balance, beginning of period | $ 160,570 | $ 84,259 |
Transfers from real estate investments | 216,502 | 246,730 |
Sales | (208,029) | (126,100) |
Transfers to real estate investments held and used | (95,382) | (21,046) |
Impairments | (24,732) | (23,273) |
Balance, end of period | $ 48,929 | $ 160,570 |
Investments - Summary of Total
Investments - Summary of Total Impairment Losses Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||
Real estate and intangible asset impairment | $ 93,441 | $ 80,390 | $ 68,565 |
Write-off of lease intangibles, net | 8,500 | 7,683 | 1,666 |
Loans receivable impairment | 389 | 176 | 324 |
Total impairments from real estate investment net assets | 102,330 | 88,249 | 70,555 |
Other impairment | 0 | 26 | 174 |
Total impairment loss in continuing and discontinued operations | $ 102,330 | $ 88,275 | $ 70,729 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Aug. 18, 2016 | May 20, 2014 | |
Debt Instrument [Line Items] | ||||
Total debt, net | $ 1,712,846 | $ 2,325,014 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs, net | (700) | (1,500) | ||
Master Trust Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 2,248,504 | 1,672,706 | ||
Debt discount, net | (36,188) | (18,787) | ||
Deferred financing costs, net | (24,010) | (16,376) | ||
Total debt, net | 2,188,306 | 1,637,543 | ||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs, net | $ (19,600) | |||
Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.45% | |||
Deferred financing costs, net | (3,000) | (3,100) | ||
Continuing operations and discontinued operations | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 3,740,651 | 3,754,633 | ||
Debt discount, net | (61,399) | (52,894) | ||
Deferred financing costs, net | (39,572) | (37,111) | ||
Total debt, net | $ 3,639,680 | 3,664,628 | ||
Continuing operations and discontinued operations | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 5.04% | |||
Stated interest rate | 4.35% | |||
Weighted average maturity | 4 years 8 months 26 days | |||
Continuing operations and discontinued operations | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 112,000 | 86,000 | ||
Continuing operations and discontinued operations | Revolving Credit Facility | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 3.88% | |||
Stated interest rate | 2.44% | |||
Weighted average maturity | 1 year 2 months 12 days | |||
Continuing operations and discontinued operations | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | 420,000 | ||
Continuing operations and discontinued operations | Term Loan | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 2.68% | |||
Stated interest rate | 2.50% | |||
Weighted average maturity | 9 months 18 days | |||
Continuing operations and discontinued operations | Master Trust Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 2,248,504 | 1,672,706 | ||
Continuing operations and discontinued operations | Master Trust Notes | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 5.52% | |||
Stated interest rate | 5.01% | |||
Weighted average maturity | 5 years 2 months 12 days | |||
Continuing operations and discontinued operations | CMBS - fixed-rate | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 332,647 | 528,427 | ||
Continuing operations and discontinued operations | CMBS - fixed-rate | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 5.78% | |||
Stated interest rate | 5.81% | |||
Weighted average maturity | 4 years 7 months 6 days | |||
Continuing operations and discontinued operations | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 747,500 | 747,500 | ||
Continuing operations and discontinued operations | Convertible Notes | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 5.32% | |||
Stated interest rate | 3.28% | |||
Weighted average maturity | 2 years 3 months 18 days | |||
Continuing operations and discontinued operations | Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 300,000 | $ 300,000 | ||
Continuing operations and discontinued operations | Senior Unsecured Notes | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 4.65% | |||
Stated interest rate | 4.45% | |||
Weighted average maturity | 8 years 8 months 12 days |
Debt - Additional Information -
Debt - Additional Information - Revolving Credit Facility (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 18, 2016 | Apr. 27, 2016 |
Line of Credit Facility [Line Items] | |||||
Borrowings outstanding | $ 112,000,000 | $ 86,000,000 | |||
Senior Unsecured Notes | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 600,000,000 | $ 800,000,000 | |||
Increased borrowing capacity under accordion feature | 1,000,000,000 | ||||
Commitment fee percentage on unused capacity | 0.25% | ||||
Origination costs | $ 4,800,000 | $ 3,400,000 | |||
Borrowings outstanding | $ 112,000,000 | ||||
Line of credit facility remaining borrowing capacity | 688,000,000 | ||||
Letters of credit issued | $ 0 | ||||
Senior Unsecured Notes | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage on unused capacity | 0.125% | ||||
Senior Unsecured Notes | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage on unused capacity | 0.30% | ||||
Senior Unsecured Notes | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Senior Unsecured Notes | LIBOR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.875% | ||||
Senior Unsecured Notes | LIBOR | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.55% | ||||
Senior Unsecured Notes | Base Rate | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.00% | ||||
Senior Unsecured Notes | Base Rate | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.55% | ||||
Senior Unsecured Notes | Bridge Loan | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 50,000,000 | ||||
Senior Unsecured Notes | Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 60,000,000 | ||||
Revolving Credit Facility | Deferred Charges and Other Assets | |||||
Line of Credit Facility [Line Items] | |||||
Deferred financing costs | $ 1,600,000 | $ 2,900,000 |
Debt - Additional Information56
Debt - Additional Information - Term Loan (Details) | Nov. 03, 2015USD ($)extension_option | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||
Number of extension options | extension_option | 2 | |||
Term of extension | 1 year | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Term loan borrowing capacity amount | $ 325,000,000 | $ 420,000,000 | $ 370,000,000 | |
Period to re-borrow after repayment | 30 days | |||
Period subject to occurrence limitations | 12 months | |||
Deferred financing costs, gross | $ 2,400,000 | |||
Unamortized deferred financing costs | $ 700,000 | $ 1,500,000 | ||
Line of credit facility remaining borrowing capacity | $ 420,000,000 | |||
Term Loan | Minimum | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.35% | |||
Term Loan | Minimum | LIBOR | Achievement of Two of Three Credit Ratings, S&P at least BBB-, Fitch at least BBB-, Moody's at least Baa3 | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.90% | |||
Term Loan | Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.35% | |||
Term Loan | Minimum | Base Rate | Achievement of Two of Three Credit Ratings, S&P at least BBB-, Fitch at least BBB-, Moody's at least Baa3 | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.00% | |||
Term Loan | Maximum | ||||
Debt Instrument [Line Items] | ||||
Term loan accordion feature | $ 600,000,000 | |||
Term Loan | Maximum | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.80% | |||
Term Loan | Maximum | LIBOR | Achievement of Two of Three Credit Ratings, S&P at least BBB-, Fitch at least BBB-, Moody's at least Baa3 | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Term Loan | Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.80% | |||
Term Loan | Maximum | Base Rate | Achievement of Two of Three Credit Ratings, S&P at least BBB-, Fitch at least BBB-, Moody's at least Baa3 | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.75% |
Debt - Additional Information57
Debt - Additional Information - Senior Unsecured Notes (Details) - USD ($) | Aug. 18, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior unsecured notes, net of transaction fees and expenses | $ 0 | $ 298,134,000 | $ 0 | ||
Senior Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of senior unsecured notes | $ 300,000,000 | ||||
Debt percentage issued of their principal amount | 99.378% | ||||
Proceeds from issuance of senior unsecured notes, net of transaction fees and expenses | $ 296,200,000 | ||||
Stated interest rate | 4.45% | ||||
Redemption price percentage of principal amount redeemed | 100.00% | ||||
Deferred financing costs, gross | $ 3,400,000 | $ 4,800,000 | |||
Unamortized deferred financing costs | $ 3,000,000 | $ 3,100,000 |
Debt - Additional Information58
Debt - Additional Information - Master Trust Notes (Details) | Dec. 31, 2017USD ($)SubsidiaryProperty | Nov. 30, 2014USD ($) | Dec. 31, 2013USD ($) |
Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 674,400,000 | $ 510,000,000 | |
Series 2014-4 Class A1 | Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 150,000,000 | ||
Stated interest rate | 3.50% | 3.50% | |
Series 2014-4 Class A2 | Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 360,000,000 | ||
Stated interest rate | 4.60% | 4.63% | |
Series 2017-1 Class A | Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 542,400,000 | ||
Stated interest rate | 4.36% | ||
Series 2017-1 Class B | Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 132,000,000 | ||
Stated interest rate | 6.35% | ||
Total Master Trust 2014 notes | |||
Debt Instrument [Line Items] | |||
Number of properties securing borrowings | Property | 815 | ||
Number of wholly-owned subsidiaries (in properties) | Subsidiary | 5 | ||
Total Master Trust 2013 notes | |||
Debt Instrument [Line Items] | |||
Number of properties securing borrowings | Property | 296 | ||
Spirit Master Funding VII, LLC | Net-lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 330,000,000 | ||
Spirit Master Funding VII, LLC | 3.89% Series 2013-1 Class A Interest Only | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 125,000,000 | ||
Stated interest rate | 3.89% | ||
Spirit Master Funding VII, LLC | 5.27% Series 2013-2 Class A Amortizing Net Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 205,000,000 | ||
Stated interest rate | 5.27% | ||
Spirit Realty, Inc. | Series 2017-1 Class A | Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 27,100,000 | ||
Spirit Realty, Inc. | Series 2017-1 Class B | Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 6,600,000 |
Debt - Summary of Debt - Master
Debt - Summary of Debt - Master Trust Notes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2014 | |
Debt Instrument [Line Items] | |||
Total debt, net | $ 1,712,846,000 | $ 2,325,014,000 | |
Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 2,248,504,000 | 1,672,706,000 | |
Debt discount, net | (36,188,000) | (18,787,000) | |
Deferred financing costs, net | (24,010,000) | (16,376,000) | |
Total debt, net | 2,188,306,000 | 1,637,543,000 | |
Aggregate principal amount of debt | $ 674,400,000 | $ 510,000,000 | |
Master Trust Notes | Series 2014-1 Class A1 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 0.00% | ||
Maturity | 0 years | ||
Long-term debt, gross | $ 0 | 53,919,000 | |
Master Trust Notes | Series 2014-1 Class A2 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.40% | ||
Maturity | 2 years 6 months 18 days | ||
Long-term debt, gross | $ 252,437,000 | 253,300,000 | |
Master Trust Notes | Series 2014-2 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.80% | ||
Maturity | 3 years 2 months 18 days | ||
Long-term debt, gross | $ 222,683,000 | 226,283,000 | |
Master Trust Notes | Series 2014-3 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.70% | ||
Maturity | 4 years 2 months 18 days | ||
Long-term debt, gross | $ 311,336,000 | 311,820,000 | |
Master Trust Notes | Series 2014-4 Class A1 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.50% | 3.50% | |
Maturity | 2 years 19 days | ||
Long-term debt, gross | $ 150,000,000 | 150,000,000 | |
Aggregate principal amount of debt | $ 150,000,000 | ||
Master Trust Notes | Series 2014-4 Class A2 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.60% | 4.63% | |
Maturity | 12 years 19 days | ||
Long-term debt, gross | $ 358,664,000 | 360,000,000 | |
Aggregate principal amount of debt | $ 360,000,000 | ||
Master Trust Notes | Series 2017-1 Class A | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.36% | ||
Maturity | 4 years 11 months 19 days | ||
Long-term debt, gross | $ 515,280,000 | 0 | |
Aggregate principal amount of debt | $ 542,400,000 | ||
Master Trust Notes | Series 2017-1 Class B | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 6.35% | ||
Maturity | 4 years 11 months 19 days | ||
Long-term debt, gross | $ 125,400,000 | 0 | |
Aggregate principal amount of debt | $ 132,000,000 | ||
Master Trust Notes | Total Master Trust 2014 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 5 years 4 months 24 days | ||
Long-term debt, gross | $ 1,935,800,000 | 1,355,322,000 | |
Master Trust Notes | Total Master Trust 2014 notes | Weighted Average | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.00% | ||
Master Trust Notes | Series 2013-1 Class A | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.90% | ||
Maturity | 11 months 19 days | ||
Long-term debt, gross | $ 125,000,000 | 125,000,000 | |
Master Trust Notes | Series 2013-2 Class A | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.30% | ||
Maturity | 5 years 11 months 18 days | ||
Long-term debt, gross | $ 187,704,000 | 192,384,000 | |
Master Trust Notes | Total Master Trust 2013 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 3 years 11 months 19 days | ||
Long-term debt, gross | $ 312,704,000 | $ 317,384,000 | |
Master Trust Notes | Total Master Trust 2013 notes | Weighted Average | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.70% | ||
Spirit Realty, Inc. | Master Trust Notes | Series 2017-1 Class A | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 27,100,000 | ||
Spirit Realty, Inc. | Master Trust Notes | Series 2017-1 Class B | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 6,600,000 |
Debt - Additional Information60
Debt - Additional Information - CMBS (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($)loanPropertyLoan | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2016loan | |
Debt Instrument [Line Items] | ||||
Capitalized interest | $ 3,839 | $ 4,332 | $ 6,035 | |
CMBS Loans | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs | $ 3,900 | $ 4,700 | ||
CMBS Loans | Discontinued Operations, Disposed of by Sale | ||||
Debt Instrument [Line Items] | ||||
Number of loans in default securitized into CMBS | Loan | 6 | |||
CMBS - fixed-rate | CMBS Loans | ||||
Debt Instrument [Line Items] | ||||
Number of loans secured by mortgage on leased properties and related assets | loan | 6 | |||
Number of properties securing borrowings | Property | 100 | |||
Number of properties securing loans | Property | 8 | |||
Debt default amount | $ 64,300 | |||
Capitalized interest | 13,200 | |||
Restricted cash | $ 1,500 | |||
CMBS - fixed-rate | CMBS Loans | Minimum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.67% | |||
Default percentage rate | 7.53% | |||
CMBS - fixed-rate | CMBS Loans | Maximum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.00% | |||
Default percentage rate | 10.62% | |||
CMBS - fixed-rate | CMBS Loans | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.35% | |||
CMBS - Variable-Rate | CMBS Loans | ||||
Debt Instrument [Line Items] | ||||
Number of loans secured by mortgage on leased properties and related assets | loan | 8 |
Debt - Additional Information61
Debt - Additional Information - Convertible Senior Notes (Details) - Convertible Senior Notes | May 20, 2014USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||
Conversion rate | 0.0763636 | 0.0773144 | |
Conversion price (in dollars per share) | $ / shares | $ 13.10 | ||
Premium above public offering price | 22.50% | ||
Cash dividend per share (in dollars per share) | $ / shares | $ 0.16625 | ||
Value of the embedded conversion premium, included in net debt (discount) | $ 56,700,000 | $ 23,700,000 | $ 33,500,000 |
Unamortized deferred financing costs | 19,600,000 | ||
Deferred financing costs | $ 8,000,000 | $ 11,400,000 | |
Convertible Senior Notes Due 2019 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 402,500,000 | ||
Weighted average stated interest rate | 2.875% | ||
Convertible Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 345,000,000 | ||
Weighted average stated interest rate | 3.75% |
Debt - Additional Information62
Debt - Additional Information - Debt Extinguishment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($)Loan | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)Loan | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)Loan | Dec. 31, 2016USD ($)Loan | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Loss (gain) on debt extinguishment | $ 1,190 | $ (1,792) | $ (7) | $ 30 | $ 77 | $ 8,016 | $ (14,777) | $ 5,079 | $ (579) | $ (1,605) | $ 2,375 |
Master Trust Notes | Subsidiaries | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Weighted average interest rate | 6.01% | 6.01% | |||||||||
Number of notes paid off | Loan | 7 | 7 | |||||||||
Series 2014-1 Class A1 | Master Trust Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of notes paid off | Loan | 1 | 1 | |||||||||
Master Trust Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount of extinguishment of debt | $ 238,500 | ||||||||||
Weighted average interest rate | 5.50% | 5.50% | |||||||||
Loss (gain) on debt extinguishment | $ (1,600) | $ (200) | |||||||||
Master Trust Notes | Subsidiaries | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount of extinguishment of debt | $ 883,000 |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities of Company's Revolving Credit Facilities, Term Loan, Mortgages and Notes Payable, Including Balloon Payments (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)Loan | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Scheduled Principal Payments For Borrowings [Line Items] | |||
Total debt, net | $ 1,712,846 | $ 2,325,014 | |
Capitalized interest | $ 3,839 | $ 4,332 | $ 6,035 |
Discontinued Operations, Disposed of by Sale | CMBS Loans | |||
Scheduled Principal Payments For Borrowings [Line Items] | |||
Number of loans in default securitized into CMBS | Loan | 6 | ||
Mortgages and Notes Payable | |||
Scheduled Principal Payments For Borrowings [Line Items] | |||
2,018 | $ 231,189 | ||
2,019 | 558,635 | ||
2,020 | 414,813 | ||
2,021 | 587,155 | ||
2,022 | 1,016,037 | ||
Thereafter | 932,822 | ||
Total debt, net | 3,740,651 | ||
Mortgages and Notes Payable | Scheduled Principal | |||
Scheduled Principal Payments For Borrowings [Line Items] | |||
2,018 | 41,877 | ||
2,019 | 44,135 | ||
2,020 | 48,910 | ||
2,021 | 32,402 | ||
2,022 | 32,557 | ||
Thereafter | 188,177 | ||
Total debt, net | 388,058 | ||
Mortgages and Notes Payable | Balloon Payment | |||
Scheduled Principal Payments For Borrowings [Line Items] | |||
2,018 | 189,312 | ||
2,019 | 514,500 | ||
2,020 | 365,903 | ||
2,021 | 554,753 | ||
2,022 | 983,480 | ||
Thereafter | 744,645 | ||
Total debt, net | 3,352,593 | ||
CMBS - fixed-rate | CMBS Loans | |||
Scheduled Principal Payments For Borrowings [Line Items] | |||
Outstanding balance | 64,300 | ||
Capitalized interest | $ 13,200 |
Debt - Summary of the Component
Debt - Summary of the Components of Interest Expense Related to the Company's Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Interest Expenses [Line Items] | |||||||||||
Amortization of debt discount/(premium), net | $ 13,572 | $ 6,217 | $ 2,322 | ||||||||
Total interest expense | $ 27,589 | $ 29,948 | $ 28,051 | $ 27,806 | $ 27,887 | $ 28,662 | $ 29,676 | $ 32,465 | 113,394 | 118,690 | 139,183 |
Facility fees | 2,100 | 2,000 | 1,600 | ||||||||
Continuing operations and discontinued operations | |||||||||||
Schedule Of Interest Expenses [Line Items] | |||||||||||
Amortization of deferred financing costs | 9,896 | 9,070 | 7,937 | ||||||||
Amortization of net losses related to interest rate swaps | 0 | 93 | 108 | ||||||||
Total interest expense | 190,127 | 196,586 | 222,901 | ||||||||
Continuing operations and discontinued operations | Revolving Credit Facilities | |||||||||||
Schedule Of Interest Expenses [Line Items] | |||||||||||
Interest expense | 7,957 | 3,314 | 2,698 | ||||||||
Continuing operations and discontinued operations | Term Note Payable | |||||||||||
Schedule Of Interest Expenses [Line Items] | |||||||||||
Interest expense | 9,793 | 5,218 | 888 | ||||||||
Continuing operations and discontinued operations | Mortgages and Notes Payable | |||||||||||
Schedule Of Interest Expenses [Line Items] | |||||||||||
Interest expense | 111,049 | 143,233 | 184,439 | ||||||||
Continuing operations and discontinued operations | Convertible Notes | |||||||||||
Schedule Of Interest Expenses [Line Items] | |||||||||||
Interest expense | 24,509 | 24,509 | 24,509 | ||||||||
Continuing operations and discontinued operations | Senior Unsecured Notes | |||||||||||
Schedule Of Interest Expenses [Line Items] | |||||||||||
Interest expense | 13,351 | 4,932 | 0 | ||||||||
Continuing operations and discontinued operations | Interest Expense | |||||||||||
Schedule Of Interest Expenses [Line Items] | |||||||||||
Amortization of debt discount/(premium), net | $ 13,572 | $ 6,217 | $ 2,322 |
Derivative and Hedging Activi65
Derivative and Hedging Activities - Summary of Amounts Recorded in AOCL and Gain (Loss) Recorded in Operations when Reclassified out of AOCL or Recognized in Earnings (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2016Derivative | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss from hedged transactions no longer probable of occurring | $ 76 | |||
General and Administrative Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Recognized in Operations on Derivative (Ineffective Portion) | $ 0 | $ (1,706) | (78) | |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Reclassified from AOCL into Operations (Effective Portion) | 0 | (459) | (1,169) | |
Not Designated as Hedging Instrument | General and Administrative Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Recognized in Operations on Derivative (Ineffective Portion) | 0 | (18) | 0 | |
Interest Rate Swap | Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Recognized in AOCL on Derivative (Effective Portion) | $ 0 | $ (1,137) | $ (1,190) | |
Interest Rate Swap | Designated as Hedging Instrument | Accounts Payable Accruals And Other Liabilities | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Number of variable rate debt obligations repaid during period | Derivative | 8 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Expenses [Line Items] | |||
Federal income tax | $ 0 | $ 19 | $ 0 |
Total income tax expense | 394 | 965 | 601 |
State income tax | |||
Income Tax Expenses [Line Items] | |||
State income tax and built-in gain tax | 394 | 899 | 601 |
REIT state built-in gain tax expense | |||
Income Tax Expenses [Line Items] | |||
State income tax and built-in gain tax | $ 0 | $ 47 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry-forwards | $ 66,100,000 | $ 66,100,000 | $ 66,100,000 |
Interest and penalties accrued | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Comm
Income Taxes - Schedule of Common Stock Dividends Characterized for Tax (Details) - Income Tax - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Dividends Per Share [Line Items] | |||
Common stock dividends paid (in dollars per share) | $ 0.72 | $ 0.7 | $ 0.68 |
Common Shares | |||
Dividends Per Share [Line Items] | |||
Ordinary income (in dollars per share) | 0.49 | 0.52 | 0.42 |
Return of capital (in dollars per share) | 0.16 | 0.15 | 0.26 |
Capital gain (in dollars per share) | $ 0.07 | $ 0.03 | $ 0 |
Stockholders' Equity and Part69
Stockholders' Equity and Partners' Capital - Additional Information (Details) - USD ($) | Oct. 03, 2017 | Apr. 15, 2016 | Nov. 30, 2016 | Feb. 29, 2016 | Apr. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2017 | Apr. 30, 2014 |
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 23,000,000 | ||||||||||||
Dividend rate | 6.00% | ||||||||||||
Liquidation value (in dollars per share) | $ 25 | $ 25 | $ 25 | $ 0 | $ 25 | $ 0 | |||||||
Period for change of control provision | 120 days | ||||||||||||
Dividend rate, quarterly basis (in dollars per share) | 0.375 | ||||||||||||
Dividend rate, annual basis (in dollars per share) | $ 1.50 | ||||||||||||
Price per share issued (in dollars per share) | $ 11.85 | ||||||||||||
Gross proceeds from common stock offering | $ 272,600,000 | $ 0 | $ 446,613,000 | $ 347,211,000 | |||||||||
Net proceeds from common stock offering | $ 268,700,000 | ||||||||||||
2017 Stock Repurchase Program | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 250,000,000 | ||||||||||||
Stock repurchase program, period in force | 18 months | ||||||||||||
Stock repurchased during period (in shares) | 9,502,670 | ||||||||||||
Stock repurchased, weighted average price (in dollars per share) | $ 8.67 | ||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 167,600,000 | $ 167,600,000 | $ 167,600,000 | ||||||||||
Stock repurchased, fees acquired | $ 200,000 | ||||||||||||
2016 Stock Repurchase Program | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 200,000,000 | ||||||||||||
Stock repurchase program, period in force | 18 months | ||||||||||||
Stock repurchased during period (in shares) | 26,337,295 | ||||||||||||
Stock repurchased, weighted average price (in dollars per share) | $ 7.59 | ||||||||||||
Stock repurchased, fees acquired | $ 500,000 | ||||||||||||
Spirit Realty, L.P. | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Gross proceeds from common stock offering | $ 0 | $ 446,613,000 | $ 347,211,000 | ||||||||||
Limited Partner | Spirit Realty, L.P. | Limited Partner Series A Preferred Units | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of preferred units issued | 6,900,000 | ||||||||||||
Public Stock Offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 6,900,000 | ||||||||||||
Aggregate gross proceeds from stock offering | $ 172,500,000 | ||||||||||||
Aggregate net proceeds from stock offering | $ 166,200,000 | ||||||||||||
Over-Allotment Option | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 900,000 | 3,000,000 | |||||||||||
Over-Allotment Option | Equity Option | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 4,500,000 | ||||||||||||
Underwritten Public Offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 34,500,000 | ||||||||||||
Gross proceeds from common stock offering | $ 384,700,000 | ||||||||||||
Net proceeds from common stock offering | $ 368,900,000 | ||||||||||||
Underwritten Public Offering | Weighted Average | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Price per share issued (in dollars per share) | $ 11.15 | ||||||||||||
ATM Program | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 27,300,000 | ||||||||||||
Gross proceeds from common stock offering | $ 325,500,000 | ||||||||||||
Net proceeds from common stock offering | 320,000,000 | ||||||||||||
Shares authorized, amount | $ 350,000,000 | ||||||||||||
Payment of commissions and other issuance costs | $ 5,400,000 | ||||||||||||
ATM Program | Weighted Average | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share issued during the period (in dollars per share) | $ 11.92 | ||||||||||||
ATM Program, November 2016 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 0 | ||||||||||||
Common stock authorized | $ 500,000,000 |
Stockholders' Equity and Part70
Stockholders' Equity and Partners' Capital - Schedule of Dividends Payable (Details) - USD ($) | Dec. 08, 2017 | Sep. 15, 2017 | Jun. 15, 2017 | Mar. 15, 2017 | Dec. 15, 2016 | Sep. 15, 2016 | Jun. 15, 2016 | Mar. 15, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | |||||||||||||||||||
Preferred stock, dividend per share (in dollars per share) | $ 0.36667 | ||||||||||||||||||
Preferred stock, total amount | $ 2,530,000 | $ 2,530,000 | |||||||||||||||||
Common stock, dividend per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.175 | $ 0.175 | $ 0.175 | $ 0.18000 | $ 0.18000 | $ 0.18000 | $ 0.18000 | $ 0.18000 | $ 0.175 | $ 0.175 | $ 0.175 | $ 0.72 | $ 0.705 | |
Common stock, total amount | $ 80,796,000 | $ 82,062,000 | $ 82,422,000 | $ 87,122,000 | $ 87,040,000 | $ 84,604,000 | $ 83,940,000 | $ 77,596,000 | $ 332,402,000 | $ 333,180,000 | $ 298,531,000 | ||||||||
Restricted stock awards forfeitures | $ 3,300 | $ 12,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Nov. 25, 2015USD ($) | Dec. 31, 2017USD ($)Propertyground_leasetenantclaimlocationrenewal_option | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 01, 2016USD ($) | Sep. 08, 2015Property |
Loss Contingencies [Line Items] | ||||||
Number of properties sold | Property | 10 | |||||
Proceeds from sale of properties | $ 110.3 | |||||
Number of locations sold which were previously rejected | location | 6 | |||||
Number of locations owned with in-place leases | location | 9 | |||||
Number of vacant locations | location | 1 | |||||
Number of outstanding claims | claim | 0 | |||||
Total commitments | $ 63.4 | |||||
Total commitments relating to future acquisitions | 29.3 | |||||
Commitments to purchase capital assets within one year expected to be funded within one year | 59.5 | |||||
Contingently liable amount of debt owed by tenant | $ 5.7 | |||||
Number of tenants indemnified by for any payments the Company may be required to make on debt | tenant | 1 | |||||
Operating lease number of renewal options | renewal_option | 2 | |||||
Operating lease renewal term | 5 years | |||||
Number of properties subject to ground leases | ground_lease | 13 | |||||
General and Administrative Expense | ||||||
Loss Contingencies [Line Items] | ||||||
Rental expense | $ 0.9 | $ 1.5 | $ 0.7 | |||
Property Costs | ||||||
Loss Contingencies [Line Items] | ||||||
Rental expense | 1.5 | $ 1.4 | $ 1.2 | |||
Albertons, LLC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Amount of bankruptcy claims settled | $ 3 | |||||
Amount of bankruptcy claims for rent reduction settled | $ 3 | |||||
Haggen Operations Holdings, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Amount of bankruptcy claims settled | $ 3.4 | |||||
Locations returned upon settlement | location | 7 | |||||
Number of lease location affirmed under bankruptcy | location | 13 | |||||
Albertson's LLC | Haggen Operations Holdings, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lease location affirmed under bankruptcy | location | 5 | |||||
Smart and Final LLC | Haggen Operations Holdings, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lease location affirmed under bankruptcy | location | 5 | |||||
Gleason's Markets | Haggen Operations Holdings, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lease location affirmed under bankruptcy | location | 2 | |||||
Safeway | Haggen Operations Holdings, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lease location affirmed under bankruptcy | location | 1 | |||||
Subsidiaries | Haggen Operations Holdings, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Properties leased | Property | 20 | |||||
Spirit Realty, Inc. | Haggen Operations Holdings, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Initial litigation settlement | $ 21 |
Commitments and Contingencies72
Commitments and Contingencies - Summary of Company's Minimum Aggregate Rental Commitments Under all Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Leases Future Minimum Payments [Line Items] | |
2,018 | $ 3,157 |
2,019 | 3,178 |
2,020 | 3,178 |
2,021 | 3,187 |
2,022 | 3,125 |
Thereafter | 28,017 |
Total | 43,842 |
Ground Leases | |
Leases Future Minimum Payments [Line Items] | |
2,018 | 1,630 |
2,019 | 1,646 |
2,020 | 1,649 |
2,021 | 1,655 |
2,022 | 1,578 |
Thereafter | 21,543 |
Total | 29,701 |
Office and Equipment Leases | |
Leases Future Minimum Payments [Line Items] | |
2,018 | 1,527 |
2,019 | 1,532 |
2,020 | 1,529 |
2,021 | 1,532 |
2,022 | 1,547 |
Thereafter | 6,474 |
Total | $ 14,141 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Company's Assets Accounted for at Fair Value on a Nonrecurring Basis (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | $ 28,312 | $ 44,698 |
Fair value of lease intangible assets | 6,384 | |
Fair value of other assets | 27 | |
Fair value of long-lived assets held for sale | 42,142 | 24,493 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 0 | 0 |
Fair value of lease intangible assets | 0 | |
Fair value of other assets | 0 | |
Fair value of long-lived assets held for sale | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 0 | 0 |
Fair value of lease intangible assets | 0 | |
Fair value of other assets | 0 | |
Fair value of long-lived assets held for sale | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 28,312 | 44,698 |
Fair value of lease intangible assets | 6,384 | |
Fair value of other assets | 27 | |
Fair value of long-lived assets held for sale | 42,142 | 24,493 |
Retail | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 21,598 | 33,766 |
Retail | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 0 | |
Retail | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 0 | |
Retail | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 21,598 | 33,766 |
Industrial | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 750 | 2,394 |
Industrial | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 0 | |
Industrial | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 0 | |
Industrial | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 750 | 2,394 |
Office | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 5,964 | 8,538 |
Office | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 0 | |
Office | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | 0 | |
Office | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-lived assets held and used | $ 5,964 | $ 8,538 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Property | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Number of impaired properties | 18 | 33 |
Fair Value Measurements - Sch75
Fair Value Measurements - Schedule of Information About Fair Value Inputs Used to Calculate Fair Value (Details) | 12 Months Ended | ||
Dec. 31, 2017ft²Property$ / ft² | Dec. 31, 2016ft²Property$ / ft² | Dec. 31, 2015Property | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Number of Properties | Property | 2,480 | 2,615 | 2,629 |
Fair Value Estimated Using Comparable Properties | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Number of Properties | Property | 17 | 16 | |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Number of Properties | Property | 1 | 17 | |
Fair Value Estimated Using Signed Purchase And Sale Agreements | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Number of Properties | Property | 8 | 9 | |
Retail | Fair Value Estimated Using Comparable Properties | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Square Footage | ft² | 364,940 | 290,770 | |
Retail | Fair Value Estimated Using Comparable Properties | Weighted Average | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 55.68 | 58.78 | |
Retail | Fair Value Estimated Using Comparable Properties | Minimum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 13.66 | 17.17 | |
Retail | Fair Value Estimated Using Comparable Properties | Maximum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 305.05 | 502.23 | |
Retail | Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Square Footage | ft² | 22,500 | 516,916 | |
Retail | Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Weighted Average | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 88.89 | 40.80 | |
Retail | Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Minimum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 88.89 | 15.40 | |
Retail | Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Maximum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 88.89 | 170.72 | |
Retail | Fair Value Estimated Using Signed Purchase And Sale Agreements | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Square Footage | ft² | 150,376 | 265,610 | |
Retail | Fair Value Estimated Using Signed Purchase And Sale Agreements | Weighted Average | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 230.52 | 95.11 | |
Retail | Fair Value Estimated Using Signed Purchase And Sale Agreements | Minimum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 55.30 | 19.66 | |
Retail | Fair Value Estimated Using Signed Purchase And Sale Agreements | Maximum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 346.23 | 393.02 | |
Industrial | Fair Value Estimated Using Comparable Properties | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Square Footage | ft² | 370,824 | 104,864 | |
Industrial | Fair Value Estimated Using Comparable Properties | Weighted Average | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 5.35 | 26.43 | |
Industrial | Fair Value Estimated Using Comparable Properties | Minimum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 3.30 | ||
Industrial | Fair Value Estimated Using Comparable Properties | Maximum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 8.56 | ||
Industrial | Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Square Footage | ft² | 149,627 | ||
Industrial | Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Weighted Average | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 9.09 | ||
Industrial | Fair Value Estimated Using Signed Purchase And Sale Agreements | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Square Footage | ft² | 223,747 | ||
Industrial | Fair Value Estimated Using Signed Purchase And Sale Agreements | Weighted Average | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 37.09 | ||
Industrial | Fair Value Estimated Using Signed Purchase And Sale Agreements | Minimum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 24.02 | ||
Industrial | Fair Value Estimated Using Signed Purchase And Sale Agreements | Maximum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 54.21 | ||
Office | Fair Value Estimated Using Comparable Properties | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Square Footage | ft² | 161,346 | 135,675 | |
Office | Fair Value Estimated Using Comparable Properties | Weighted Average | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 40.14 | 35 | |
Office | Fair Value Estimated Using Comparable Properties | Minimum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 24.82 | ||
Office | Fair Value Estimated Using Comparable Properties | Maximum | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 244.86 | ||
Office | Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Square Footage | ft² | 34,992 | ||
Office | Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Weighted Average | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Weighted Average Price (usd/sq ft) | 56.81 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Information for Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | $ 82,886 | $ 71,895 |
Revolving Credit Facility, net | 111,997 | 87,718 |
Convertible Notes, net | 761,440 | 784,175 |
Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan, net | 0 | 428,441 |
Senior Unsecured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Unsecured Notes/ Mortgages and notes payable, net | 299,049 | 283,473 |
Mortgages and Notes Payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Unsecured Notes/ Mortgages and notes payable, net | 2,657,599 | 2,282,142 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | 79,967 | 66,578 |
Revolving Credit Facility, net | 112,000 | 86,000 |
Convertible Notes, net | 715,881 | 702,642 |
Carrying Value | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan, net | 0 | 418,471 |
Carrying Value | Senior Unsecured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Unsecured Notes/ Mortgages and notes payable, net | 295,321 | 295,112 |
Carrying Value | Mortgages and Notes Payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Unsecured Notes/ Mortgages and notes payable, net | $ 2,516,478 | $ 2,162,403 |
Significant Credit and Revenu77
Significant Credit and Revenue Concentration - Additional Information (Details) - tenant | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Major Customer [Line Items] | ||
Number of tenants | 419 | 450 |
Revenues | Customer Concentration Risk | ||
Revenue, Major Customer [Line Items] | ||
Number of tenants | 0 | 0 |
Revenues | Customer Concentration Risk | Minimum | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk in largest tenant | 4.00% | 4.00% |
Revenues | Customer Concentration Risk | Shopko | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk in largest tenant | 7.70% | 9.00% |
Assets, Total | Customer Concentration Risk | Shopko | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk in largest tenant | 5.10% | 5.80% |
Discontinued Operations - Disco
Discontinued Operations - Discontinued Operations, Balance Sheet Disclosure (Details) - Spirit MTA REIT - Spinoff - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Land and improvements | $ 990,575 | $ 978,556 |
Buildings and improvements | 1,702,926 | 1,629,555 |
Total real estate investments | 2,693,501 | 2,608,111 |
Less: accumulated depreciation | (572,075) | (508,047) |
Real estate investments, net | 2,121,426 | 2,100,064 |
Loans receivable, net | 1,501 | 5,698 |
Intangible lease assets, net | 103,651 | 114,558 |
Real estate asset held for sale, net | 28,460 | 59,709 |
Net investments | 2,255,038 | 2,280,029 |
Cash and cash equivalents | 6 | 4,145 |
Deferred costs and other assets, net | 109,096 | 54,736 |
Goodwill | 28,740 | 28,740 |
Total assets of discontinued operations | 2,392,880 | 2,367,650 |
Liabilities | ||
Mortgages and notes payable, net | 1,926,834 | 1,339,614 |
Intangible lease liabilities, net | 24,729 | 30,232 |
Accounts payable, accrued expenses and other liabilities | 17,277 | 12,239 |
Total liabilities of discontinued operations | $ 1,968,840 | $ 1,382,085 |
Discontinued Operations - Dis79
Discontinued Operations - Discontinued Operations, Statement of Operations Disclosures (Details) - Spirit MTA REIT - Spinoff - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Rentals | $ 229,668 | $ 240,247 | $ 253,360 |
Interest income on loans receivable | 445 | 1,854 | 3,301 |
Tenant reimbursement income | 1,836 | 2,238 | 2,025 |
Other income | 5,748 | 6,295 | 6,407 |
Total revenues | 237,697 | 250,634 | 265,093 |
Expenses: | |||
General and administrative | 4,552 | 2,008 | 2,071 |
Transaction costs | 6,361 | 0 | 0 |
Property costs (including reimbursable) | 10,644 | 6,750 | 6,658 |
Real estate acquisition costs | (78) | 325 | 393 |
Interest | 76,733 | 77,896 | 83,718 |
Depreciation and amortization | 82,333 | 89,240 | 94,155 |
Impairments | 40,733 | 26,880 | 20,348 |
Total expenses | 221,278 | 203,099 | 207,343 |
Income from discontinued operations before other income and income tax expense | 16,419 | 47,535 | 57,750 |
Loss on debt extinguishment | (2,224) | (1,372) | (787) |
Gain on disposition of assets | 22,408 | 22,742 | 69,072 |
Total other income | 20,184 | 21,370 | 68,285 |
Income from discontinued operations before income tax expense | 36,603 | 68,905 | 126,035 |
Income tax expense | (117) | 97 | 122 |
Income from discontinued operations | $ 36,720 | $ 68,808 | $ 125,913 |
Discontinued Operations - Dis80
Discontinued Operations - Discontinued Operations, Statement of Cash Flows Disclosure (Details) - Spirit MTA REIT - Spinoff - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash provided by operating activities | $ 144 | $ 160 | $ 173 |
Net cash provided by investing activities | $ 136 | $ 100 | $ 262 |
Supplemental Cash Flow Inform81
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Significant Noncash Transactions [Line Items] | |||
Reduction and assumption of debt through sale of certain real estate properties | $ 39,141,000 | $ 7,208,000 | $ 30,555,000 |
Financing provided in connection with disposition of assets | 24,015,000 | 0 | 0 |
Net real estate and other collateral assets surrendered to lender | 38,547,000 | 30,381,000 | 7,384,000 |
Reduction of debt in exchange for collateral assets | 0 | 47,025,000 | 7,904,000 |
Real estate acquired in exchange for loans receivable | 0 | 26,609,000 | 0 |
Reclass of residual value on expired deferred financing lease to operating asset | 11,088,000 | 0 | 0 |
Accrued interest capitalized to principal | 3,839,000 | 4,332,000 | 6,035,000 |
Distributions declared and unpaid | 80,792,000 | 87,055,000 | 76,940,000 |
Supplemental Cash Flow Disclosures: | |||
Cash paid for interest | 163,623,000 | 182,105,000 | 206,115,000 |
Cash paid for taxes | 911,000 | 914,000 | 1,919,000 |
Performance Shares | |||
Other Significant Noncash Transactions [Line Items] | |||
Accrued performance share dividend rights | $ 817,000 | $ 489,000 | $ 564,000 |
Incentive Award Plan and Empl82
Incentive Award Plan and Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares of common stock available for issuance | 4,100,000 | |||
Value of shares surrendered for payment of federal and state withholding taxes | $ 3,542 | $ 753 | $ 4,272 | |
Unamortized stock-based compensation expense | $ 17,700 | |||
Requisition service period | 3 months | |||
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 16,600 | $ 9,600 | $ 13,300 | |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of employer matching contribution (up to) | 4.00% | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares surrendered for payment of federal and state withholding taxes | 400,000 | 100,000 | 400,000 | |
Value of shares surrendered for payment of federal and state withholding taxes | $ 3,500 | $ 800 | $ 4,300 | |
Grants in period (in shares) | 1,103,563 | 948,793 | 495,688 | |
Deferred compensation expense | $ 9,900 | |||
Requisite service period of awards | 3 years | |||
Weighted average recognition period | 1 year 10 months 24 days | |||
Unamortized stock-based compensation expense | $ 10,000 | |||
Restricted Stock | Directors Officers and Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grants in period (in shares) | 1,100,000 | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grants in period (in shares) | 858,226 | 400,800 | 279,199 | |
Vesting Period | 3 years | |||
Weighted average recognition period | 2 years 2 months 15 days | |||
Accrued dividend rights | $ 800 | $ 500 | ||
Aggregate shares that would have released under annual performance award | 1,000,000 | |||
Unamortized stock-based compensation expense | $ 7,700 | |||
Performance Shares | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent multiplier for shares granted | 0.00% | |||
Performance Shares | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent multiplier for shares granted | 250.00% |
Incentive Award Plan and Empl83
Incentive Award Plan and Employee Benefit Plan - Summary of Restricted Share Grant Activity under Plan (Details) - Unvested shares of restricted stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Target Shares | |||
Outstanding non-vested shares, beginning of year (in shares) | 1,034,615 | 771,003 | 1,299,807 |
Shares granted (in shares) | 1,103,563 | 948,793 | 495,688 |
Shares vested (in shares) | (657,671) | (562,581) | (1,005,088) |
Shares forfeited (in shares) | (45,804) | (122,600) | (19,404) |
Outstanding non-vested shares, end of year (in shares) | 1,434,703 | 1,034,615 | 771,003 |
Weighted average price | |||
Outstanding non-vested shares, beginning of year (in dollars per share) | $ 12.55 | $ 11.29 | $ 9.12 |
Shares granted (in dollars per share) | 9.23 | 12.58 | 11.87 |
Shares vested (in dollars per share) | 11.30 | 11.10 | 8.77 |
Shares forfeited (in dollars per share) | 11.66 | 11.56 | 11.53 |
Outstanding non-vested shares, end of year (in dollars per share) | $ 10.60 | $ 12.55 | $ 11.29 |
Incentive Award Plan and Empl84
Incentive Award Plan and Employee Benefit Plan - Summary of Performance Share Award Activity under Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Fair Value | |||
Shares released at target | 466,667 | 155,782 | 134,932 |
Cash paid for dividend rights | $ 0.5 | $ 0.2 | $ 1.1 |
Performance Shares | |||
Number of Target Shares | |||
Outstanding non-vested shares, beginning of year (in shares) | 494,300 | 472,725 | 610,797 |
Shares granted (in shares) | 858,226 | 400,800 | 279,199 |
Shares earned above performance target (in shares) | 0 | (42,640) | 387,027 |
Shares vested (in shares) | (466,667) | (215,438) | (804,298) |
Shares forfeited (in shares) | (42,373) | (121,147) | 0 |
Outstanding non-vested shares, end of year (in shares) | 843,486 | 494,300 | 472,725 |
Weighted Average Fair Value | |||
Outstanding non-vested shares, beginning of year (in dollars per share) | $ 15.56 | $ 14.28 | $ 13.49 |
Shares granted (in dollars per share) | 11.88 | 16.06 | 14.78 |
Shares earned above performance target (in dollars per share) | 0 | 13.56 | 13.45 |
Shares vested (in dollars per share) | 14.48 | 14.36 | 13.46 |
Shares forfeited (in dollars per share) | 14.78 | 15.05 | 0 |
Outstanding non-vested shares, end of year (in dollars per share) | $ 12.45 | $ 15.56 | $ 14.28 |
Income (Loss) Per Share and P85
Income (Loss) Per Share and Partnership Unit - Summary of Reconciliation of Numerator and Denominator used in Computation of Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basic and diluted income: | |||||||||||
Net loss from continuing operations | $ (2,270) | $ (985) | $ (32,640) | ||||||||
Gain (loss) on disposition of assets | 42,698 | 29,623 | (61) | ||||||||
Less: income attributable to unvested restricted stock | (940) | (614) | (696) | ||||||||
Less: dividends paid to preferred stockholders | $ (2,530) | $ 0 | $ 0 | $ 0 | (2,530) | 0 | 0 | ||||
Income (loss) used in basic and diluted income per common share from continuing operations | 36,958 | 28,024 | (33,397) | ||||||||
Income used in basic and diluted income per share from discontinued operations | $ (945) | $ (1,500) | $ 19,466 | $ 19,699 | $ 6,625 | $ 22,580 | $ 19,353 | $ 20,250 | 36,720 | 68,808 | 125,913 |
Net income attributable to common stockholders used in basic and diluted income per share | $ 73,678 | $ 96,832 | $ 92,516 | ||||||||
Basic weighted average shares of common stock outstanding: | |||||||||||
Weighted average shares of common stock outstanding | 469,212,533 | 470,023,674 | 433,361,726 | ||||||||
Less: unvested weighted average shares of restricted stock | (1,277,588) | (805,898) | (1,138,773) | ||||||||
Weighted average number of common shares outstanding used in basic income per share | 467,934,945 | 469,217,776 | 432,222,953 | ||||||||
Net income (loss) per share attributable to common stockholders - basic | |||||||||||
Continuing operations (in dollars per share) | $ 0.08 | $ 0.06 | $ (0.08) | ||||||||
Discontinued operations (in dollars per share) | 0.08 | 0.15 | 0.29 | ||||||||
Net income per share attributable to common stockholders—basic (in dollars per share) | $ 0.07 | $ 0.01 | $ 0.05 | $ 0.03 | $ 0 | $ 0.06 | $ 0.10 | $ 0.05 | $ 0.16 | $ 0.21 | $ 0.21 |
Diluted weighted average shares of common stock | |||||||||||
Weighted average shares of common stock used in diluted income per share | 467,942,788 | 469,246,265 | 432,222,953 | ||||||||
Net income per share attributable to common stockholders - diluted: | |||||||||||
Continuing operations (in dollars per share) | $ 0.08 | $ 0.06 | $ (0.08) | ||||||||
Discontinued operations (in dollars per share) | 0.08 | 0.15 | 0.29 | ||||||||
Net income per share attributable to common stockholders—diluted (in dollars per share) | $ 0.07 | $ 0.01 | $ 0.05 | $ 0.03 | $ 0 | $ 0.06 | $ 0.10 | $ 0.05 | $ 0.16 | $ 0.21 | $ 0.21 |
Potentially dilutive shares of common stock | |||||||||||
Potentially dilutive shares | 65,480 | 119,633 | 662,213 | ||||||||
Unvested shares of restricted stock | |||||||||||
Potentially dilutive shares of common stock | |||||||||||
Potentially dilutive shares | 65,480 | 119,633 | 339,541 | ||||||||
Unvested performance shares | |||||||||||
Potentially dilutive shares of common stock | |||||||||||
Potentially dilutive shares | 0 | 0 | 319,288 | ||||||||
Stock options | |||||||||||
Potentially dilutive shares of common stock | |||||||||||
Potentially dilutive shares | 0 | 0 | 3,384 | ||||||||
Stock options | |||||||||||
Diluted weighted average shares of common stock | |||||||||||
Dilutive weighted average shares of common stock | 0 | 3,835 | 0 | ||||||||
Unvested performance shares | |||||||||||
Diluted weighted average shares of common stock | |||||||||||
Dilutive weighted average shares of common stock | 7,843 | 24,654 | 0 |
Income (Loss) Per Share and P86
Income (Loss) Per Share and Partnership Unit - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares | 65,480 | 119,633 | 662,213 |
Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares | 0 |
Costs Associated With Restruc87
Costs Associated With Restructuring Activities - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 0 | $ 6,341,000 | $ 7,056,000 |
Total restructuring costs incurred to date | 20,500,000 | ||
Expected restructuring and related costs | 0 | ||
Restructuring | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs incurred to date | 13,400,000 | ||
Leasehold Improvements and Fixtures | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs incurred to date | $ 3,500,000 | ||
Other Relocation Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs incurred to date | $ 3,600,000 |
Consolidated Quarterly Financ88
Consolidated Quarterly Financial Data - Schedule of Consolidated Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 08, 2017 | Sep. 15, 2017 | Jun. 15, 2017 | Mar. 15, 2017 | Dec. 15, 2016 | Sep. 15, 2016 | Jun. 15, 2016 | Mar. 15, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Total revenues | $ 107,370 | $ 108,721 | $ 108,670 | $ 106,497 | $ 109,781 | $ 109,541 | $ 110,008 | $ 106,010 | $ 431,258 | $ 435,340 | $ 402,706 | ||||||||
Depreciation and amortization | 43,052 | 43,318 | 43,441 | 43,875 | 43,534 | 43,820 | 42,759 | 42,923 | 173,686 | 173,036 | 166,478 | ||||||||
Interest | 27,589 | 29,948 | 28,051 | 27,806 | 27,887 | 28,662 | 29,676 | 32,465 | 113,394 | 118,690 | 139,183 | ||||||||
Other expenses | 19,515 | 40,514 | 40,329 | 46,669 | 52,317 | 35,741 | 31,379 | 26,767 | 147,027 | 146,204 | |||||||||
(Loss) gain on debt extinguishment | (1,190) | 1,792 | 7 | (30) | (77) | (8,016) | 14,777 | (5,079) | 579 | 1,605 | (2,375) | ||||||||
Gain on disposition of assets | 20,712 | 10,089 | 6,884 | 5,013 | 8,397 | 11,517 | 5,635 | 4,074 | 42,698 | 29,623 | |||||||||
(Loss) income from continuing operations | 36,736 | 6,822 | 3,740 | (6,870) | (5,637) | 4,819 | 26,606 | 2,850 | 40,428 | 28,638 | (32,701) | ||||||||
Income (loss) from discontinued operations | (945) | (1,500) | 19,466 | 19,699 | 6,625 | 22,580 | 19,353 | 20,250 | 36,720 | 68,808 | 125,913 | ||||||||
Dividends paid to preferred stockholders | 2,530 | 0 | 0 | 0 | 2,530 | 0 | 0 | ||||||||||||
Net income attributable to common stockholders/ after preferred distributions | $ 33,261 | $ 5,322 | $ 23,206 | $ 12,829 | $ 988 | $ 27,399 | $ 45,959 | $ 23,100 | $ 74,618 | $ 97,446 | $ 93,212 | ||||||||
Net income per share attributable to common stockholders and partners: | |||||||||||||||||||
Basic (in dollars per share) | $ 0.07 | $ 0.01 | $ 0.05 | $ 0.03 | $ 0 | $ 0.06 | $ 0.10 | $ 0.05 | $ 0.16 | $ 0.21 | $ 0.21 | ||||||||
Diluted (in dollars per share) | 0.07 | 0.01 | 0.05 | 0.03 | 0 | 0.06 | 0.10 | 0.05 | 0.16 | 0.21 | $ 0.21 | ||||||||
Dividends declared per common share and partnership unit (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.175 | $ 0.175 | $ 0.175 | $ 0.18000 | $ 0.18000 | $ 0.18000 | $ 0.18000 | $ 0.18000 | $ 0.175 | $ 0.175 | $ 0.175 | $ 0.72 | $ 0.705 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 23, 2018USD ($) | Jan. 22, 2018USD ($) | Jan. 16, 2018USD ($) | Jan. 31, 2018USD ($)Property | Dec. 31, 2017USD ($) | Nov. 30, 2014USD ($) |
Master Trust Notes | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount of debt | $ 674,400,000 | $ 510,000,000 | ||||
Series 2017-1 Class B | Master Trust Notes | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount of debt | $ 132,000,000 | |||||
Stated interest rate | 6.35% | |||||
Maturity | 4 years 11 months 19 days | |||||
Shopko | Shopko Asset-Backed Lending Facility | ||||||
Subsequent Event [Line Items] | ||||||
Lending facility | $ 784,000,000 | |||||
Spirit Realty, Inc. | Series 2017-1 Class B | Master Trust Notes | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount of debt | $ 6,600,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Written notice term | 60 days | |||||
Deferred rent, period (up to) | 3 months | |||||
Deferred rent, interest rate | 0.11 | |||||
Subsequent Event | Five Underperforming Properties | ||||||
Subsequent Event [Line Items] | ||||||
Number of properties disposed | Property | 5 | |||||
Net book value of properties disposed | $ 12,400,000 | |||||
Amount of extinguishment of debt | $ 33,600,000 | |||||
Subsequent Event | Series 2017-1 Class B | Master Trust Notes | ||||||
Subsequent Event [Line Items] | ||||||
Stated interest rate | 5.49% | |||||
Additional debt proceeds | $ 8,200,000 | |||||
Subsequent Event | Societe Generale And Barclays Bank PLC | Non-Recourse CMBS Loan Agreement | Loans Payable | ||||||
Subsequent Event [Line Items] | ||||||
Maturity | 10 years | |||||
Additional debt proceeds | $ 84,000,000 | |||||
Subsequent Event | Societe Generale And Barclays Bank PLC | Non-Recourse CMBS Loan Agreement | Loans Payable | 10-year Mid-Market Swap Rate | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate | 245.00% | |||||
Subsequent Event | B-1 Term Loan | Operating Partnership And Several Banks Syndicate | B-1 Term Loan | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount of debt | $ 35,000,000 | |||||
Stated interest rate | 12.00% | |||||
Principal installments | $ 600,000 | |||||
Commitment fee, percentage | 3.00% |