Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40873 | ||
Entity Registrant Name | Orion Office REIT Inc. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 87-1656425 | ||
Entity Address, Address Line One | 2325 E. Camelback Road, Suite 850 | ||
Entity Address, City or Town | Phoenix | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85016 | ||
City Area Code | (602) | ||
Local Phone Number | 698-1002 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | ONL | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 56,625,650 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the registrant’s 2022 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K. The registrant intends to file the Proxy Statement within 120 days after its fiscal year end. Only those portions of the Proxy Statement which are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001873923 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 0 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor [Line Items] | |
Auditor Name | KPMG LLP |
Auditor Location | San Diego, CA |
Auditor Firm ID | 185 |
VEREIT Office Assets | |
Auditor [Line Items] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Phoenix, AZ |
Auditor Firm ID | 34 |
ORION OFFICE REIT, CONSOLIDATED
ORION OFFICE REIT, CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Real estate investments, at cost: | ||
Land | $ 250,194 | $ 71,191 |
Buildings, fixtures and improvements | 1,231,551 | 562,828 |
Total real estate investments, at cost | 1,481,745 | 634,019 |
Less: accumulated depreciation and amortization | 128,109 | 136,143 |
Total real estate investments, net | 1,353,636 | 497,876 |
Accounts receivable, net | 17,916 | 8,078 |
Intangible lease assets, net | 298,107 | 28,680 |
Cash and cash equivalents | 29,318 | 0 |
Other assets, net | 60,501 | 11,797 |
Total assets | 1,759,478 | 546,431 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 0 | 37,052 |
Accounts payable and accrued expenses | 17,379 | 848 |
Below-market lease liabilities, net | 20,609 | 7,221 |
Other liabilities | 16,355 | 4,192 |
Total liabilities | 671,190 | 49,313 |
Net parent investment | 0 | 497,118 |
Common stock, $0.001 par value, 100,000,000 shares authorized and 56,625,650 shares issued and outstanding as of December 31, 2021 | 57 | 0 |
Additional paid-in capital | 1,145,278 | 0 |
Accumulated other comprehensive income | 299 | 0 |
Accumulated deficit | (58,715) | 0 |
Total stockholders’ equity | 1,086,919 | 497,118 |
Non-controlling interest | 1,369 | 0 |
Total equity | 1,088,288 | 497,118 |
Total liabilities and equity | 1,759,478 | 546,431 |
Bridge facility, net | ||
LIABILITIES AND EQUITY | ||
Bridge facility, net | 354,357 | 0 |
Credit facility term loan, net | ||
LIABILITIES AND EQUITY | ||
Credit facilities | 172,490 | 0 |
Credit facility revolver | ||
LIABILITIES AND EQUITY | ||
Credit facilities | $ 90,000 | $ 0 |
ORION OFFICE REIT, CONSOLIDAT_2
ORION OFFICE REIT, CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Statement of Financial Position [Abstract] | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized (shares) | 100,000,000 |
Shares issued (in shares) | 56,625,650 |
Common stock, shares outstanding (shares) | 56,625,650 |
ORION OFFICE REIT, CONSOLIDAT_3
ORION OFFICE REIT, CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenues | $ 79,731 | $ 53,474 | $ 53,465 |
Operating expenses: | |||
Transaction costs | 7,909 | 0 | 0 |
Property operating | 13,411 | 5,770 | 5,898 |
General and administrative | 3,832 | 2,051 | 2,044 |
Depreciation and amortization | 43,922 | 25,950 | 26,923 |
Impairments | 49,859 | 18,671 | 0 |
TOTAL EXPENSES | 118,933 | 52,442 | 34,865 |
Other (expenses) income: | |||
Interest expense | (4,267) | (2,931) | (3,316) |
Loss on extinguishment of debt, net | (3,782) | 0 | 0 |
Equity in income of unconsolidated joint venture | (56) | 0 | 0 |
Total other (expenses) income, net | (8,105) | (2,931) | (3,316) |
(Loss) income before taxes | (47,307) | (1,899) | 15,284 |
Provision for income taxes | (157) | 0 | 0 |
Net (loss) income | (47,464) | (1,899) | 15,284 |
Net (income) loss attributable to non-controlling interest | (17) | 0 | 0 |
Net (loss) income attributable to common stockholders | $ (47,481) | $ (1,899) | $ 15,284 |
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.84) | $ (0.03) | $ 0.27 |
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.84) | $ (0.03) | $ 0.27 |
Rental | |||
Total revenues | $ 79,460 | $ 53,474 | $ 53,465 |
Fee income from unconsolidated joint venture | |||
Total revenues | $ 271 | $ 0 | $ 0 |
ORION OFFICE REIT, CONSOLIDAT_4
ORION OFFICE REIT, CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (47,464) | $ (1,899) | $ 15,284 | |
Total other comprehensive income (loss) | ||||
Unrealized gain on interest rate derivatives | 209 | 0 | 0 | |
Reclassification of previous unrealized loss on interest rate derivatives into net (loss) income | 90 | 0 | 0 | |
Total other comprehensive income (loss) | 299 | 0 | 0 | |
Total comprehensive (loss) income | (47,165) | (1,899) | 15,284 | |
Comprehensive (income) loss attributable to non-controlling interests | [1] | (17) | 0 | 0 |
Total comprehensive (loss) income | $ (47,182) | $ (1,899) | $ 15,284 | |
[1] | Represents comprehensive (income) loss attributable to a consolidated joint venture partner. |
ORION OFFICE REIT, CONSOLIDAT_5
ORION OFFICE REIT, CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Stockholders’ and Parent Company Equity | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Net Parent Investment | Non-Controlling Interests |
Beginning balance (in shares) at Dec. 31, 2018 | 0 | |||||||
Beginning balance at Dec. 31, 2018 | $ 530,457 | $ 530,457 | $ 0 | $ 0 | $ 0 | $ 0 | $ 530,457 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 15,284 | 15,284 | 15,284 | |||||
Distributions to parent company, net | (37,735) | (37,735) | (37,735) | |||||
Other comprehensive income | 0 | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | |||||||
Ending balance at Dec. 31, 2019 | 508,006 | 508,006 | $ 0 | 0 | 0 | 0 | 508,006 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (1,899) | (1,899) | (1,899) | |||||
Distributions to parent company, net | (8,989) | (8,989) | (8,989) | |||||
Other comprehensive income | 0 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | |||||||
Ending balance at Dec. 31, 2020 | 497,118 | 497,118 | $ 0 | 0 | 0 | 0 | 497,118 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (47,464) | (47,481) | (58,715) | 11,234 | 17 | |||
Contributions, net | 635,002 | 633,650 | 633,650 | 1,352 | ||||
Issuance of common stock, net (in shares) | 56,625,650 | |||||||
Issuance of common stock, net | 0 | 0 | $ 57 | 1,141,945 | (1,142,002) | 0 | ||
Grant of stock warrants | 3,269 | 3,269 | 3,269 | |||||
Equity-based compensation, net | 64 | 64 | 64 | |||||
Other comprehensive income | 299 | 299 | 299 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 56,625,650 | |||||||
Ending balance at Dec. 31, 2021 | $ 1,088,288 | $ 1,086,919 | $ 57 | $ 1,145,278 | $ 299 | $ (58,715) | $ 0 | $ 1,369 |
ORION OFFICE REIT, CONSOLIDAT_6
ORION OFFICE REIT, CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (47,464) | $ (1,899) | $ 15,284 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 43,922 | 25,950 | 26,923 |
Non-cash revenue adjustments | (1,315) | (406) | (792) |
Amortization of net premiums on mortgages payable | (60) | (411) | (435) |
Impairments | 49,859 | 18,671 | 0 |
Loss on extinguishment of debt, net | 3,782 | 0 | 0 |
Amortization of debt issuance costs | 728 | 0 | 0 |
Equity-based compensation | 65 | 0 | 0 |
Equity in income of unconsolidated joint venture | 56 | 0 | 0 |
Changes in assets and liabilities: | |||
Accounts receivable, net and other assets, net | (5,017) | 613 | (280) |
Accounts payable, accrued expenses and other liabilities, net | 11,552 | (191) | (706) |
Net cash provided by operating activities | 56,108 | 42,327 | 39,994 |
Cash flows from investing activities: | |||
Capital expenditures and leasing costs | (9,916) | (464) | (536) |
Investments in unconsolidated joint venture | (2,478) | 0 | 0 |
Return of investment from unconsolidated joint venture | 133 | 0 | 0 |
Net cash (used in) provided by investing activities | (12,261) | (464) | (536) |
Cash flows from financing activities: | |||
Distributions to parent company, net | (587,156) | (8,989) | (37,621) |
Payments on mortgage notes payable | (36,476) | (32,678) | (968) |
Payments upon extinguishment of mortgage notes payable | (4,298) | 0 | 0 |
Payments of deferred financing costs | (10,514) | 0 | 0 |
Net cash used in financing activities | (18,444) | (41,667) | (38,589) |
Net change in cash and cash equivalents and restricted cash | 25,403 | 196 | 869 |
Cash and cash equivalents and restricted cash at the beginning of the year | 3,915 | 3,719 | 2,850 |
Cash and cash equivalents and restricted cash at the end of the year | 29,318 | 3,915 | 3,719 |
Reconciliation of Cash and Cash Equivalents and Restricted Cash | |||
Cash and cash equivalents at beginning of year | 0 | 0 | 0 |
Restricted cash at beginning of year | 3,915 | 3,719 | 2,850 |
Cash and cash equivalents and restricted cash at the beginning of the year | 3,915 | 3,719 | 2,850 |
Cash and cash equivalents at end of year | 29,318 | 0 | 0 |
Restricted cash at the end of the year | 0 | 3,915 | 3,719 |
Cash and cash equivalents and restricted cash at the end of the year | 29,318 | 3,915 | 3,719 |
Bridge facility, net | |||
Cash flows from financing activities: | |||
Proceeds from lines of credit | 355,000 | 0 | 0 |
Credit facility term loan, net | |||
Cash flows from financing activities: | |||
Proceeds from lines of credit | 175,000 | 0 | 0 |
Credit facility revolver | |||
Cash flows from financing activities: | |||
Proceeds from lines of credit | $ 90,000 | $ 0 | $ 0 |
VEREIT OFFICE ASSETS, COMBINED
VEREIT OFFICE ASSETS, COMBINED AND CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 |
Real estate investments, at cost: | |||
Land | $ 250,194 | $ 71,191 | |
Buildings, fixtures and improvements | 1,231,551 | 562,828 | |
Total real estate investments, at cost | 1,481,745 | 634,019 | |
Less: accumulated depreciation and amortization | 128,109 | 136,143 | |
Total real estate investments, net | 1,353,636 | 497,876 | |
Operating lease right-of-use assets | 10,200 | ||
Investment in unconsolidated joint venture | 18,631 | 0 | |
Cash and cash equivalents | 29,318 | 0 | |
Restricted cash | 0 | 3,915 | |
Total assets | 1,759,478 | 546,431 | |
LIABILITIES AND EQUITY | |||
Mortgage notes payable, net | 0 | 37,052 | |
Below-market lease liabilities, net | 20,609 | 7,221 | |
Accounts payable and accrued expenses | 17,379 | 848 | |
Operating lease liabilities | 10,257 | 2,102 | |
Total liabilities | 671,190 | 49,313 | |
Total liabilities and equity | $ 1,759,478 | 546,431 | |
VEREIT Office Assets | |||
Real estate investments, at cost: | |||
Land | $ 163,295 | 167,658 | |
Buildings, fixtures and improvements | 1,303,038 | 1,340,258 | |
Intangible lease assets | 184,560 | 192,291 | |
Total real estate investments, at cost | 1,650,893 | 1,700,207 | |
Less: accumulated depreciation and amortization | 528,167 | 504,192 | |
Total real estate investments, net | 1,122,726 | 1,196,015 | |
Operating lease right-of-use assets | 5,361 | 5,403 | |
Investment in unconsolidated joint venture | 14,466 | 13,434 | |
Cash and cash equivalents | 0 | 400 | |
Restricted cash | 8 | 3,014 | |
Rent and tenant receivables and other assets, net | 35,035 | 34,964 | |
Goodwill | 159,129 | 159,129 | |
Total assets | 1,336,725 | 1,412,359 | |
LIABILITIES AND EQUITY | |||
Mortgage notes payable, net | 0 | 217,588 | |
Below-market lease liabilities, net | 5,308 | 7,188 | |
Accounts payable and accrued expenses | 5,763 | 12,632 | |
Deferred rent and other liabilities | 8,001 | 8,114 | |
Operating lease liabilities | 5,359 | 5,403 | |
Total liabilities | 24,431 | 250,925 | |
Commitments and contingencies (Note 4) | |||
Net parent investment | 1,311,167 | 1,160,246 | |
Non-controlling interest | 1,127 | 1,188 | |
Total equity | 1,312,294 | 1,161,434 | |
Total liabilities and equity | $ 1,336,725 | $ 1,412,359 |
VEREIT OFFICE ASSETS, COMBINE_2
VEREIT OFFICE ASSETS, COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenues | $ 53,474 | $ 53,465 | |
Operating expenses: | |||
Property operating | 5,770 | 5,898 | |
General and administrative | 2,051 | 2,044 | |
Impairments | 18,671 | 0 | |
Other (expenses) income: | |||
Loss on extinguishment of debt, net | 0 | 0 | |
Equity in income of unconsolidated joint venture | 0 | 0 | |
Total other (expenses) income, net | (2,931) | (3,316) | |
Income before taxes | (1,899) | 15,284 | |
Provision for income taxes | 0 | 0 | |
Net (loss) income | (1,899) | 15,284 | |
Net loss attributable to non-controlling interest | 0 | 0 | |
Net (loss) income attributable to common stockholders | (1,899) | 15,284 | |
VEREIT Office Assets | |||
Total revenues | $ 135,394 | 170,900 | 182,069 |
Operating expenses: | |||
Property operating | 36,173 | 46,597 | 47,248 |
General and administrative | 5,602 | 7,029 | 7,800 |
Depreciation and amortization | 48,938 | 62,662 | 70,859 |
Impairments | 28,064 | 9,306 | 3,511 |
Total operating expenses | 118,777 | 125,594 | 129,418 |
Other (expenses) income: | |||
Other income, net | 152 | 158 | 549 |
Interest expense | (5,961) | (9,905) | (12,056) |
Gain on disposition of real estate assets, net | 0 | 9,765 | 0 |
Loss on extinguishment of debt, net | (5,294) | (1,686) | (40) |
Equity in income of unconsolidated joint venture | 697 | 535 | 0 |
Total other (expenses) income, net | (10,406) | (1,133) | (11,547) |
Income before taxes | 6,211 | 44,173 | 41,104 |
Provision for income taxes | (520) | (640) | (517) |
Net (loss) income | 5,691 | 43,533 | 40,587 |
Net loss attributable to non-controlling interest | 62 | 60 | 102 |
Net (loss) income attributable to common stockholders | 5,753 | 43,593 | 40,689 |
Rental revenue (including reimbursable) | |||
Total revenues | 53,474 | 53,465 | |
Rental revenue (including reimbursable) | VEREIT Office Assets | |||
Total revenues | 134,740 | 170,304 | 182,069 |
Fee income from unconsolidated joint venture | |||
Total revenues | 0 | 0 | |
Fee income from unconsolidated joint venture | VEREIT Office Assets | |||
Total revenues | $ 654 | $ 596 | $ 0 |
VEREIT OFFICE ASSETS, COMBINE_3
VEREIT OFFICE ASSETS, COMBINED AND CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | VEREIT Office Assets |
Beginning balance at Dec. 31, 2018 | $ 1,311,652 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Distributions to parent company, net | $ (37,735) | (42,173) |
Net (loss) income | 15,284 | 40,587 |
Other | 63 | |
Ending balance at Dec. 31, 2019 | 1,310,129 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Distributions to parent company, net | (8,989) | (192,228) |
Net (loss) income | $ (1,899) | 43,533 |
Ending balance at Dec. 31, 2020 | 1,161,434 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Contributions, net | 145,169 | |
Net (loss) income | 5,691 | |
Ending balance at Oct. 31, 2021 | $ 1,312,294 |
VEREIT OFFICE ASSETS COMBINED A
VEREIT OFFICE ASSETS COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net income | $ (47,464) | $ (1,899) | $ 15,284 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 43,922 | 25,950 | 26,923 | |
Impairments | 49,859 | 18,671 | 0 | |
Gain on disposition of real estate assets, net | 3,782 | 0 | 0 | |
Equity in income of unconsolidated joint venture | 56 | 0 | 0 | |
Changes in assets and liabilities: | ||||
Accounts payable and accrued expenses | 11,552 | (191) | (706) | |
Net cash provided by operating activities | 56,108 | 42,327 | 39,994 | |
Cash flows from investing activities: | ||||
Capital expenditures and leasing costs | (9,916) | (464) | (536) | |
Investments in unconsolidated joint venture | (2,478) | 0 | 0 | |
Return of investment from unconsolidated joint venture | 133 | 0 | 0 | |
Net cash (used in) provided by investing activities | (12,261) | (464) | (536) | |
Cash flows from financing activities: | ||||
Payments on mortgage notes payable | (36,476) | (32,678) | (968) | |
Payments of deferred financing costs | (10,514) | 0 | 0 | |
Net cash used in financing activities | (18,444) | (41,667) | (38,589) | |
Net change in cash and cash equivalents and restricted cash | 25,403 | 196 | 869 | |
Cash and cash equivalents and restricted cash at the beginning of the year | $ 3,915 | 3,915 | 3,719 | 2,850 |
Cash and cash equivalents and restricted cash at the end of the year | 29,318 | 3,915 | 3,719 | |
Cash and cash equivalents at beginning of year | 0 | 0 | 0 | 0 |
Restricted cash at beginning of year | 3,915 | 3,915 | 3,719 | 2,850 |
Cash and cash equivalents at end of year | 29,318 | 0 | 0 | |
Restricted cash at the end of the year | 0 | 3,915 | 3,719 | |
Supplemental disclosures: | ||||
Cash paid for interest | 2,412 | 3,479 | 3,755 | |
VEREIT Office Assets | ||||
Cash flows from operating activities: | ||||
Net income | 5,691 | 43,533 | 40,587 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 48,894 | 62,225 | 70,134 | |
Impairments | 28,064 | 9,306 | 3,511 | |
Gain on disposition of real estate assets, net | 0 | (9,765) | 0 | |
Loss on derivative instruments and other | 0 | 0 | 59 | |
Gain on disposition of real estate assets, net | 5,294 | 1,686 | 40 | |
Equity in income of unconsolidated joint venture | (697) | (535) | 0 | |
Distributions from unconsolidated joint venture | 697 | 524 | 0 | |
Changes in assets and liabilities: | ||||
Rents and tenant receivables, operating lease right-of-use and other assets, net | 803 | 613 | (2,117) | |
Accounts payable and accrued expenses | (4,860) | 2,525 | 819 | |
Deferred rent, operating lease and other liabilities | (156) | (1,593) | (480) | |
Net cash provided by operating activities | 83,730 | 108,519 | 112,553 | |
Cash flows from investing activities: | ||||
Capital expenditures and leasing costs | (8,019) | (7,427) | (15,816) | |
Real estate developments | (259) | (1,327) | (1,844) | |
Proceeds from disposition of real estate | 0 | 116,360 | 0 | |
Investments in unconsolidated joint venture | (2,180) | (2,669) | 0 | |
Return of investment from unconsolidated joint venture | 1,147 | 718 | 0 | |
Principal repayments received on other investments | 0 | 5,768 | 0 | |
Proceeds from the settlement of property-related insurance claims | 70 | 10 | 588 | |
Net cash (used in) provided by investing activities | (9,241) | 111,433 | (17,072) | |
Cash flows from financing activities: | ||||
Proceeds from mortgage notes payable | 0 | 1,032 | 705 | |
Payments on mortgage notes payable | (223,064) | (28,233) | (52,950) | |
Payments of deferred financing costs | 0 | 0 | (96) | |
Contributions from non-controlling interest holders | 0 | 0 | 63 | |
Net contributions from (distributions to) parent | 145,169 | (192,228) | (42,173) | |
Net cash used in financing activities | (77,895) | (219,429) | (94,451) | |
Net change in cash and cash equivalents and restricted cash | (3,406) | 523 | 1,030 | |
Cash and cash equivalents and restricted cash at the beginning of the year | 3,414 | 3,414 | 2,891 | 1,861 |
Cash and cash equivalents and restricted cash at the end of the year | 8 | 3,414 | 2,891 | |
Cash and cash equivalents at beginning of year | 400 | 400 | 190 | (530) |
Restricted cash at beginning of year | 3,014 | 3,014 | 2,701 | 2,391 |
Cash and cash equivalents at end of year | 0 | 400 | 190 | |
Restricted cash at the end of the year | 8 | 3,014 | 2,701 | |
Supplemental disclosures: | ||||
Cash paid for interest | 6,521 | 10,491 | 12,963 | |
Non-cash investing and financing activities: | ||||
Real estate contributions to unconsolidated joint venture | 0 | 17,240 | 0 | |
Accrued capital expenditures and real estate developments | (2,033) | (288) | $ (3,180) | |
Establishment of right-of-use assets and lease liabilities | $ 0 | $ 5,520 | $ 0 |
Orion Office REIT, Organization
Orion Office REIT, Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization Organization Orion Office REIT Inc. (“the Company”, “Orion”, “we” or “us”) was incorporated in the state of Maryland on July 1, 2021 and was capitalized on July 15, 2021. On April 29, 2021, Realty Income Corporation (“Realty Income”) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with VEREIT, Inc. (“VEREIT”), its operating partnership, VEREIT Operating Partnership, L.P. (“VEREIT OP”), Rams MD Subsidiary I, Inc., a wholly owned subsidiary of Realty Income (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a wholly owned subsidiary of Realty Income (“Merger Sub 2”). On November 1, 2021, pursuant to the Merger Agreement, Merger Sub 2 merged with and into VEREIT OP, with VEREIT OP continuing as the surviving partnership, and immediately thereafter, VEREIT merged with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation (together, the “Mergers”, and such effective time of the Mergers, the “Merger Effective Time”). Upon the Merger Effective Time, as part of the Mergers, Realty Income acquired certain office real properties and related assets previously owned by subsidiaries of VEREIT (collectively, “VEREIT Office Assets”). Following the Merger Effective Time, in accordance with the Merger Agreement, Realty Income contributed the portion of the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income (collectively, “Realty Income Office Assets”) and VEREIT Office Assets (the “Separation”) to the Company and its operating partnership, Orion Office REIT LP (“Orion OP”). On November 12, 2021, following the Separation, in accordance with the Merger Agreement and that certain Separation and Distribution Agreement, Realty Income effected a special distribution to its stockholders (including the former holders of VEREIT common stock and certain former VEREIT OP common unitholders prior to the Mergers) of all of the outstanding shares of common stock of the Company (the “Distribution”). Approximately $595.0 million was distributed to Realty Income in accordance with the Separation and Distribution Agreement. In connection with the Separation and the Distribution, the Company entered into certain agreements with Realty Income to govern the ongoing relationships between the Company and Realty Income and to provide mechanisms for an orderly transition to the Company’s status as an independent, publicly traded company, including the Separation and Distribution Agreement and a transition services agreement to provide certain administrative and other services between the parties for a limited time. Following the Distribution, the Company became independent and publicly traded and intends to qualify and elect to be taxed as a REIT, commencing with the Company’s initial taxable year ending December 31, 2021. The Company’s common stock, par value $0.001 per share, trades on the New York Stock Exchange (the “NYSE”) under the symbol “ONL”. At December 31, 2021, the Company owned and operated 92 office properties and related assets previously owned by Realty Income and VEREIT, totaling approximately 10.5 million leasable square feet located within 29 states and Puerto Rico. In addition, the Company owns an equity interest in an unconsolidated joint venture with an affiliate of Arch Street Capital Partners, which, as of December 31, 2021 owned a portfolio consisting of six office properties totaling approximately 1.0 million leasable square feet located within six states. |
Orion Office REIT, Summary of S
Orion Office REIT, Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Accounting The consolidated and combined statements of the Company presented herein include the accounts of the Company and its consolidated subsidiaries. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Principles of Consolidation and Combination and Basis of Presentation The consolidated and combined statements of the Company include the accounts of Realty Income Office Assets presented on a combined basis for the period from January 1, 2021 to October 31, 2021 and all prior periods presented as the ownership interests were under common control and ownership of Realty Income during the respective periods. From and after the Merger Effective Time, the consolidated and combined financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in the Company’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. For periods presented prior to the date of the Distribution, the historical consolidated and combined results for the Company reflect charges for certain legal, accounting and other costs related to the Distribution, which were incurred and paid by Realty Income on the Company’s behalf, and are reflected as capital contributions. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company continually evaluates the need to consolidate VIEs based on standards set forth in U.S. GAAP. Per Share Data Income (loss) per basic share of Common Stock is calculated by dividing net income (loss) by the weighted-average number of shares of Common Stock issued and outstanding during such period. Diluted income (loss) per share of Common Stock considers the effect of potentially dilutive shares of Common Stock outstanding during the period. Transaction Costs Transaction costs are expensed as incurred. Such costs are comprised of the legal and professional fees associated with the formation and organization of the Company, the Mergers and the Distribution and are included in transaction costs in the accompanying consolidated statement of operations. Such costs also include expenses related to the fair value of the warrants issued to affiliates of the Arch Street Partner. 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. Actual results could differ from those estimates. Management makes significant estimates regarding real estate investment impairments. Leases Lessor At the inception of a new lease arrangement for which the Company is the lessor, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. As of December 31, 2021, none of the Company’s leases were classified as sales-type leases or direct financing leases. Lessee To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The operating lease right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. Revenue Recognition Rental Revenue The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term and the Company recognizes a general allowance on a portfolio-wide basis. For leases that are deemed not probable of collection, revenue is recorded as cash is received and the Company reduces rental revenue for any straight-line rent receivables. The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue. During the year ended December 31, 2021, the Company did not record a general allowance or any reductions to rental revenue for amounts not probable of collection. For operating leases with minimum scheduled rent increases, the Company recognizes rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Variable lease payments, including contingent rent, which is paid by a tenant when the tenant’s sales exceed an agreed upon minimum amount, are recognized once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. The Company’s leases also contain provisions for tenants to reimburse the Company for real estate taxes, insurance and maintenance and other property operating expenses. Such reimbursements are included in rental revenue and amounts paid directly by tenants are recorded on a net basis, as applicable. Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases. During the year ended December 31, 2021, the Company recognized termination income of $0.3 million. The Company did not recognize any termination income during the years ended December 31, 2020 and 2019. Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic The FASB issued a question-and-answer document, Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic for concessions related to the effects of COVID-19 that provide a deferral of payments with no substantive changes to the consideration of the original contract, which allows an entity to elect to not analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and to elect to apply or not apply the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), to those contracts (the “COVID-19 Lease Concessions Relief”). During the years ended December 31, 2021 and 2020, the Company has not granted any concessions. Fee Income from Unconsolidated Joint Venture The Company provides various services to our unconsolidated joint venture entity in exchange for market-based fees. Total asset and property management and acquisition fees earned in connection with this entity was $0.3 million for the year ended December 31, 2021. No such fee income was earned for the years ended December 31, 2020 and 2019, respectively. Real Estate Investments The Company records acquired real estate at cost when such acquisitions qualify as asset acquisitions and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 35 years for buildings, five Allocation of Purchase Price of Real Estate Acquisitions For acquisitions that qualify as asset acquisitions, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities acquired based on their relative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases. In estimating fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place leases include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. A bargain renewal period is provision in a lease which allows a lessee, at their option, to renew a lease at a rate that is sufficiently lower than fair market lease rates at the date such option is exercisable such that exercise of the option appears, at the inception of the lease, to be reasonably certain. Above-market leases are amortized as a reduction to rental revenue over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental revenue over the remaining terms of the respective leases, including any bargain renewal periods. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Following the Mergers, Realty Income performed a purchase price allocation assessing the value of the business. See Note 5 – Fair Value Measures for further discussion on this purchase price allocation. In accordance with ASC Topic 805, Business Combinations, adjustments to the allocated purchase price may be made within one year of the closing date of the Mergers as acquisition date uncertainties are resolved. Investment in Unconsolidated Entity The Company accounts for its investment in the unconsolidated joint venture arrangement using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over the operating and financing policies of the investment. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint venture’s earnings and distributions. The Company records its proportionate share of net income (loss) from the unconsolidated joint venture in equity in income of unconsolidated entity in the consolidated statements of operations. See Note 3 – Real Estate Investments and Related Intangibles for further discussion on the Company’s investment in the unconsolidated joint venture. The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of its investment in the unconsolidated joint venture. If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the unconsolidated joint venture for potential impairment and determine if the carrying value of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the intent and ability to hold the investment until the carrying value is fully recovered. The evaluation of an investment in an unconsolidated joint venture for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairments of the unconsolidated joint venture were identified during the year ended December 31, 2021. Prior to the Distribution, the Company did not own any investments in an unconsolidated joint venture. Property and Equipment Property and equipment, which typically include computer hardware and software, furniture and fixtures, among other items, are stated at cost less accumulated depreciation. Property and equipment are depreciated on a straight-line method over the estimated useful lives of the assets, which range from three Impairments Real Estate Assets The Company performs impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in a property’s net operating cash flows, bankruptcy or other credit concerns of a property’s major tenant or tenants, such as history of late payments, rental concessions and other factors, as well as significant decreases in a property’s revenues due to lease terminations, vacancies or reduced lease rates. When impairment indicators are identified or if a property is considered to have a more likely than not probability of being disposed of within the next 12 to 24 months, the Company assesses the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. U.S. GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the real estate assets to their respective fair values and recognize any impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales or leasing transactions. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in Note 5 – Fair Value Measures. Building, Fixtures and Improvements Property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If this review indicates that the carrying value of the asset is not recoverable, the Company records an impairment loss, measured at fair value based on estimated discounted cash flows or market appraisals. The evaluation of property and equipment for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairments of property and equipment were identified during the years ended December 31, 2021, 2020 and 2019. Right of Use Assets The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company’s other long-lived assets. No impairments of ROU assets were identified during the years ended December 31, 2021, 2020 and 2019. See Note 5 – Fair Value Measures for further discussion. Cash and Cash Equivalents Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid funds with original maturities of three months or less. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held. Restricted cash The Company did not have any restricted cash balances as of December 31, 2021. The Company had $3.9 million and $3.7 million in restricted cash as of December 31, 2020 and 2019, respectively. Restricted cash primarily consists of impounds and security deposits related to mortgages payable. In accordance with certain debt agreements that were outstanding as of December 31, 2020, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company. Included in restricted cash at December 31, 2020 was $3.4 million in impounds related to mortgages payable and $0.5 million in security deposits related to mortgages payable. Included in restricted cash at December 31, 2019 was $3.2 million in impounds related to mortgages payable and $0.5 million in security deposits related to mortgages payable. Restricted cash is included in Other Assets, net on the Company’s consolidated and combined balance sheets. Deferred Financing Costs Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. D eferred financing costs, other than those associated with the Revolving Facility (as defined in Note 6 – Debt, Net ), are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset . Deferred financing costs related to the Revolving Facility are included in other assets in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential financial transactions that are not completed are expensed in the period in which it is determined the financing will not be completed. Derivative Instruments The Company may use derivative financial instruments, including interest rate swaps, caps, collars, treasury locks, options and forwards to hedge all or a portion of the interest rate risk associated with its borrowings. The Company’s interest rate management objectives are intended to limit the impact of interest rate fluctuations on earnings and cash flows and to manage the Company’s overall borrowing costs. To accomplish this objective, the Company intends to use interest rate swaps as part of its cash flow hedging strategy. The Company does not intend to utilize derivatives for trading or speculative purposes or for purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary under U.S. GAAP to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in other income, net in the consolidated statements of operations and consolidated statements of comprehensive income (loss). If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss). Unrealized gains and losses in other comprehensive income (loss) are reclassified to interest expense when the related hedged items impact earnings. Loss Contingencies The Company records a liability in the consolidated and combined statements for loss contingencies when a loss is known or considered probable and the amount is reasonably estimable. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss is reasonably possible but not known or probable, and is reasonably estimable, the estimated loss or range of loss is disclosed. Income Taxes The Company intends to qualify and elect to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code, as amended (the “Code”), commencing with the taxable year ended December 31, 2021. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute annually at least 90% of its REIT taxable income, subject to certain adjustments and excluding any net capital gain to its stockholders. We believe we are organized and operating in such a manner as to qualify and elect to be taxed as a REIT for the taxable year ended December 31, 2021. However, Orion OP is still subject to certain state and local income, franchise and property taxes in the various jurisdictions in which it operates. The Company may also be subject to federal income taxes on certain income and excise taxes on its undistributed income. During the year ended December 31, 2021, the Company conducted all of its business in the United States and Puerto Rico and will file income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes. During the year ended December 31, 2021, the Company recognized state and local income and franchise tax expense of $0.2 million, which is included in provision for income taxes in the accompanying consolidated statements of operations. The Company had no unrecognized tax benefits as of or during the year ended December 31, 2021. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations. For periods presented prior to the Merger Effective Time, Realty Income Office Assets was owned by Realty Income, a Maryland corporation which had elected to be taxed as a REIT, under the Code, as amended. Under the REIT operating structure, Realty Income was permitted to deduct dividends paid to its stockholders in determining its taxable income. Assuming Realty Income’s dividends equaled or exceeded its taxable net income, it was generally not required to pay federal corporate income taxes on such income. Accordingly, no provision was made for federal income taxes in the accompanying consolidated and combined financial statements of the Company for such prior periods. The properties in the consolidated and combined financial statements which comprised Realty Income Office Assets were previously owned directly or indirectly by limited partnerships or limited liability companies of Realty Income and, as a result, the allocated share of income for periods presented prior to the Merger Effective Time are included in the consolidated income tax return of Realty Income. Segment Reporting The Company operates in one business segment: direct ownership and operation of commercial real estate. Recent Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05 establishing Topic 842, Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 further clarifies ASC 842 classification guidance as it relates to a lessor’s accounting for certain leases with variable lease payments. This guidance requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. This guidance is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated and combined statements. In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. We are currently evaluating the impact that the expected market transition from the London Interbank Offered Rate, commonly referred to as LIBOR, to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04. |
Orion Office REIT, Real Estate
Orion Office REIT, Real Estate Investments and Related Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
Real Estate Investments and Related Intangibles | Note 3 – Real Estate Investments and Related Intangibles Property Acquisitions During the years ended December 31, 2021, 2020 and 2019, the Company had no acquisitions. Intangible Lease Assets Intangible lease assets consisted of the following (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life (Years) December 31, 2021 December 31, 2020 Intangible lease assets: In-place leases, net of accumulated amortization of $65,247 and $71,633, respectively 4.8 $ 272,743 $ 25,800 Leasing commissions, net of accumulated amortization of $456 13.4 10,349 — Above-market lease assets, net of accumulated amortization of $6,239 and $7,166, respectively 5.0 15,015 2,880 Total intangible lease assets, net $ 298,107 $ 28,680 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $14,459 and $13,482, respectively 7.5 $ 20,609 $ 7,221 The aggregate amount of amortization of above-market and below-market leases included as a net increase to rental revenue was $1.0 million, $0.8 million and $0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $23.1 million for the year ended December 31, 2021, and $7.9 million and $8.7 million for the years ended December 31, 2020 and 2019, respectively. The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2021 (amounts in thousands) : 2022 2023 2024 2025 2026 In-place leases: Total projected to be included in amortization expense $ 94,659 $ 73,859 $ 49,213 $ 21,652 $ 15,499 Leasing commissions: Total projected to be included in amortization expense $ 850 $ 850 $ 841 $ 836 $ 836 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue $ 5,171 $ 4,791 $ 2,998 $ 860 $ 682 Below-market lease liabilities: Total projected to be added to rental revenue $ 6,443 $ 6,091 $ 3,786 $ 1,036 $ 817 Consolidated Joint Venture The Company had an interest in one consolidated joint venture that owned one property as of December 31, 2021. As of December 31, 2021, the consolidated joint venture had total assets of $27.4 million, of which $26.1 million were real estate investments, net of accumulated depreciation and amortization. The joint venture partner is the managing member of the joint venture. However, in accordance with the joint venture agreement, the Company has the ability to control the operating and financing policies of the consolidated joint venture and the joint venture partner must obtain the Company’s approval for any major transactions. The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. Investment in Unconsolidated Entity The following is a summary of the Company’s investment in one unconsolidated entity, Arch Street Joint Venture, as of December 31, 2021 and for the year ended December 31, 2021 (dollar amounts in thousands): Ownership % (1) Number of Properties Carrying Amount of Equity in Income Year Ended (2) Investment December 31, 2021 December 31, 2021 December 31, 2021 Arch Street Joint Venture (3) (4) 20% 6 $ 18,631 $ (56) ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding capital contributions, distributions of cash flow based on capital account balances and allocations of profits and losses. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The interest in the Arch Street Joint Venture was acquired by Realty Income as part of the Mergers, and was transferred to the Company upon the consummation of the Distribution. Therefore, the Company’s equity in income reflects operations following the Merger Effective Time. (3) During year ended December 31, 2021, the Arch Street Joint Venture acquired one property from a third party for a purchase price of $30.5 million. (4) The total carrying amount of the Company’s investment in the unconsolidated joint venture was greater than the underlying equity in net assets by $2.1 million as of December 31, 2021. This difference related to a step up in the fair value of the investment in the unconsolidated joint venture in connection with the Mergers. The step up in fair value was allocated to the Company’s investment in the unconsolidated joint venture and is amortized in accordance with the Company’s depreciation policy. |
Orion Office REIT, Receivables
Orion Office REIT, Receivables and Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Receivables and Other Assets | Note 4 – Receivables and Other Assets : Accounts receivable, net consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Straight-line rent receivable, net $ 7,722 $ 7,043 Accounts receivable, net 10,194 1,035 Total $ 17,916 $ 8,078 Other assets, net consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Deferred costs, net (1) 6,246 — Prepaid expenses 3,730 252 Right-of-use assets, net (2) 30,958 7,630 Investment in unconsolidated entity 18,631 — Restricted cash — 3,915 Other assets, net 936 — Total $ 60,501 $ 11,797 _______________________________________________ (1) Amortization expense for deferred costs related to the revolving credit facility totaled $0.3 million for the year ended December 31, 2021 as compared to no deferred costs for the year ended December 31, 2020. Accumulated amortization for deferred costs related to the revolving credit facility was $0.3 million at December 31, 2021. |
Orion Office REIT, Fair Value M
Orion Office REIT, Fair Value Measures | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | Note 5 – Fair Value Measures The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. U.S. GAAP guidance defines three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect that changes in classifications between levels will be frequent. Items Measured at Fair Value on a Recurring Basis The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2021, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of December 31, 2021 Assets: Derivative assets $ — $ 299 $ — $ 299 Derivative Assets – The Company’s derivative financial instruments relate to interest rate swaps. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2021, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Items Measured at Fair Value on a Non-Recurring Basis Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Real Estate and Other Investments – The Company performs quarterly impairment review procedures for real estate investments, leasehold improvements and property and equipment, right of use assets and its investment in the unconsolidated entity, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of such assets may not be recoverable. As part of the Company’s impairment review procedures, net real estate assets representing ten properties were deemed to be impaired resulting in impairment charges of $49.9 million during the year ended December 31, 2021 that relate to certain non-core assets which were identified by management for potential sale. During the year ended December 31, 2020, the Company analyzed a unique triggering event related to one property that had a near term lease expiration, combined with a mortgage loan maturity. The estimated future undiscounted cash flows of this property indicated that carrying amounts were not expected to be recovered, and after estimating the fair value, an impairment charge of $18.7 million was recorded for the year ended December 31, 2020. The fair value measurement for this property was determined by applying a sales price based on market comparable sales provided by a third party. This input is categorized as level two on the valuation hierarchy. The Company also identified the impact of the COVID-19 pandemic as an impairment triggering event. However, after performing review procedures, the Company did not identity additional carrying values of properties impacted by the COVID-19 pandemic during the year ended December 31, 2020. There were no impairment charges recorded during the year ended December 31, 2019. The following table summarizes our provisions for impairment during the periods indicated below (dollars in thousands): Year Ended December 31, 2021 2020 Number of properties 10 1 Carrying value of impaired properties $ 109,197 $ 29,129 Provisions for impairment (49,859) (18,671) Estimated fair value $ 59,338 $ 10,458 The Company estimates fair values using Level 2 and Level 3 inputs and uses a combined income and market approach, specifically using discounted cash flow analysis and/or recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and make certain key assumptions, including, but not limited to, the following: (1) capitalization rate; (2) discount rates; (3) number of years property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental revenue and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants. For the Company’s impairment tests for the real estate assets during the year ended December 31, 2021, the fair value measurement for its impaired properties was primarily determined by applying a sales price based on market data and, where applicable, the Company used a weighted-average discount rate of 8.9%. Real Estate and Other Investments – Separation Fair Value Assessment – Following the Mergers, Realty Income performed a purchase price allocation assessing the value of the assets acquired and liabilities assumed at the date of acquisition of VEREIT. The assessment of fair value is preliminary and is based on information that was available to Realty Income management at the time the consolidated and combined statements were prepared. Measurement period adjustments, if any, will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of Realty Income’s purchase accounting assessment could result in changes in the valuation of real estate assets and liabilities up to one year after the date of the Mergers, and these changes could be material. Fair Value of Financial Instruments The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, accounts receivable, and accounts payable approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature. The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at December 31, 2021 Fair Value at December 31, 2021 Carrying Amount at December 31, 2020 Fair Value at December 31, 2020 Liabilities (1) : Bridge facility, net 2 355,000 355,000 $ — $ — Credit facility term loan, net 2 175,000 175,000 — — Credit facility revolver 2 90,000 90,000 — — Mortgages payable assumed in connection with acquisitions 2 — — 36,476 37,095 Total $ 620,000 $ 620,000 $ 36,476 $ 37,095 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of credit spreads and observable market interest rates, representing level 2 on the fair value hierarchy. |
Orion Office REIT, Debt, Net
Orion Office REIT, Debt, Net | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt, Net | Note 6 – Debt, Net As of December 31, 2021, the Company had $616.8 million of debt outstanding, including net deferred financing costs, with a weighted-average years to maturity of 1.2 years and a weighted-average interest rate of 2.77%. The following table summarizes the carrying value of debt as of December 31, 2021 and December 31, 2020, and the debt activity for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Balance as of December 31, 2020 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of December 31, 2021 Mortgages payable: Outstanding balance $ 36,476 $ — $ (36,476) $ — $ — Premium, net 576 — (516) (60) — Mortgages payable, net 37,052 — (36,992) (60) — Bridge facility: Outstanding balance — 355,000 — — 355,000 Deferred costs — (888) — 245 (643) Bridge facility, net — 354,112 — 245 354,357 Credit facility term loan: Outstanding balance — 175,000 — — 175,000 Deferred costs — (2,695) — 185 (2,510) Credit facility term loan, net — 172,305 — 185 172,490 Credit facility revolver: Outstanding balance — 90,000 — — 90,000 Credit facility revolver, net — 90,000 — — 90,000 Total debt $ 37,052 $ 616,417 $ (36,992) $ 370 $ 616,847 Credit Agreement In connection with the Separation and the Distribution, on November 12, 2021, the Company, as parent, and Orion Office REIT LP (“Orion OP”), as borrower, entered into (i) a credit agreement (the “Revolver/Term Loan Credit Agreement”) providing for a three-year, $425 million senior revolving credit facility (the “Revolving Facility”), including a $25 million letter of credit sub-facility, and a two-year, $175.0 million senior term loan facility (the “Term Loan Facility,” and together with the Revolving Facility, the “Revolver/Term Loan Facilities”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders and issuing banks party thereto and (ii) a credit agreement (the “Bridge Credit Agreement,” and together with the Revolver/Term Loan Credit Agreement, the “Credit Agreements”) providing for a 6-month, $355.0 million senior bridge term loan facility (the “Bridge Facility,” and together with the Revolver/Term Loan Facilities, the “Facilities”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. On November 12, 2021, Orion OP borrowed $90.0 million under the Revolving Facility, and each of the Term Loan Facility and the Bridge Facility was fully drawn. Approximately $595.0 million of the net proceeds of the Facilities was distributed to Realty Income in accordance with the Separation and Distribution Agreement. Orion OP retained the remaining net proceeds of such borrowings as working capital that will be used for the general corporate purposes of the Company, Orion OP and Orion OP’s subsidiaries. As of December 31, 2021, the Company had approximately $620.0 million of total consolidated debt outstanding and $335.0 million of availability under the Revolving Facility. The Bridge Facility is subject to one 6-month extension option at the election of Orion OP. The exercise of such extension option requires the payment of an extension fee and the satisfaction of certain other customary conditions. The Bridge Facility was refinanced with a $355.0 million mortgage loan during February 2022 (see Note 15 – Subsequent Events below). The interest rate applicable to the loans under the Facilities may, at the election of Orion OP, be determined on the basis of LIBOR or a base rate, in either case, plus an applicable margin. Under the Revolver/Term Loan Facilities, the applicable margin is (1) in the case of the Revolving Facility, 2.50% for LIBOR loans and 1.50% for base rate loans and (2) in the case of the Term Loan Facility, 2.50% for LIBOR loans and 1.50% for base rate loans. Under the Bridge Facility, the applicable margin for LIBOR loans was initially 2.50% with scheduled increases over time to a maximum of 3.50% and the applicable margin on base rate loans was initially 1.50% with scheduled increases over time to a maximum of 2.50%, in each case, based on the number of days elapsed after November 12, 2021. Loans under the Revolver/Term Loan Facilities may be prepaid, and unused commitments under the Revolver/Term Loan Facilities may be reduced, at any time, in whole or in part, without premium or penalty (except for LIBOR breakage costs). To the extent that amounts under the Revolving Facility remain unused, Orion OP is required to pay a quarterly commitment fee on the unused portion of the Revolving Facility in an amount equal to 0.25% per annum of the unused portion of the Revolving Facility. The Revolver/Term Loan Facilities are guaranteed pursuant to a Guaranty (the “Revolver/Term Loan Guaranty”) and the Bridge Facility was guaranteed pursuant to a Guaranty (the “Bridge Guaranty”), in each case, by the Company and, subject to certain exceptions, substantially all of Orion OP’s existing and future subsidiaries (including substantially all of its subsidiaries that directly or indirectly own unencumbered real properties), other than certain joint ventures and subsidiaries that own real properties subject to certain other indebtedness (such subsidiaries of Orion OP, the “Subsidiary Guarantors”). The Revolver/Term Loan Facilities are secured by, among other things, first priority pledges of the equity interests in the Subsidiary Guarantors. The Revolver/Term Loan Facilities require that Orion OP comply with various covenants, including, without limitation, covenants restricting, subject to certain exceptions, liens, investments, mergers, asset sales and the payment of certain dividends. In addition, the Revolver/Term Loan Facilities require that Orion OP satisfy certain financial covenants, including a: • ratio of total debt to total asset value of not more than 0.60 to 1.00; • ratio of adjusted EBITDA to fixed charges of not less than 1.50 to 1.00; • ratio of secured debt to total asset value of not more than 0.45 to 1.00; • ratio of unsecured debt to unencumbered asset value of not more than 0.60 to 1.00; and • ratio of net operating income from all unencumbered real properties to unsecured interest expense of not less than 2.00 to 1.00. As of December 31, 2021, Orion OP was in compliance with these financial covenants. The Revolver/Term Loan Facilities include customary representations and warranties of the Company and Orion OP, which must be true and correct in all material respects as a condition to future extensions of credit under the Revolver/Term Loan Facilities. The Revolver/Term Loan Facilities also include customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of Orion OP under the Revolver/Term Loan Facilities to be immediately due and payable and foreclose on the collateral securing the Revolver/Term Loan Facilities. |
Orion Office REIT, Derivative a
Orion Office REIT, Derivative and Hedging Activities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative and Hedging Activities | Note 7 – Derivatives and Hedging Activities Cash Flow Hedges of Interest Rate Risk As of December 31, 2021, the Company had interest rate swap agreements with an aggregate notional amount of $175.0 million, which were designated as cash flow hedges under U.S. GAAP. The interest rate swap agreements were effective on December 1, 2021 and mature on November 12, 2023. As of December 31, 2020, the Company had no interest rate swap agreements. The table below presents the fair value of the Company’s derivative financial instrument designated as a cash flow hedge as well as its classification in the Company’s consolidated balance sheets as of December 31, 2021 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location December 31, 2021 Interest rate swaps Other assets, net $ 299 During the year ended December 31, 2021, the Company recorded unrealized gains of $0.2 million for changes in the fair value of its cash flow hedge in accumulated other comprehensive income. There were no similar amounts recorded during the years ended December 31, 2020 and 2019, respectively. The Company reclassified previous losses of $0.1 million for the year ended December 31, 2021 from accumulated other comprehensive income (loss) into interest expense as a result of the hedged transactions impacting earnings. There were no similar amounts recorded during the years ended December 31, 2020 and 2019, respectively. During the next twelve months, the Company estimates that an additional $0.4 million will be reclassified from other comprehensive income (loss) as an increase to interest expense. Derivatives Not Designated as Hedging Instruments As of December 31, 2021 and December 31, 2020, the Company had no interest rate swaps that were not designated as qualifying hedging relationships. Tabular Disclosure of Offsetting Derivatives The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2021 and December 31, 2020 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount December 31, 2021 $ 299 $ — $ — $ 299 $ — $ — $ — $ 299 December 31, 2020 $ — $ — $ — $ — $ — $ — $ — $ — |
Orion Office REIT, Statement of
Orion Office REIT, Statement of Cash Flow Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Note 8 – Supplemental Cash Flow Disclosures Supplemental cash flow information was as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Supplemental disclosures: Cash paid for interest $ 2,412 $ 3,479 $ 3,755 Cash paid for income taxes $ 98 $ — $ — Non-cash investing and financing activities: Accrued capital expenditures and leasing costs $ 286 $ — $ — Non-cash assets and liabilities contributed by parent company $ 1,142,002 $ — $ — Establishment of right-of-use assets and lease liabilities $ 989 $ — $ 1,112 |
Orion Office REIT, Accounts Pay
Orion Office REIT, Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 9 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of December 31, 2021 and December 31, 2020 (in thousands): December 31, 2021 December 31, 2020 Accrued interest $ 1,093 $ 100 Accrued real estate and other taxes 10,322 436 Accrued transaction costs 129 — Accounts payable 1,805 12 Accrued other 4,030 300 Total $ 17,379 $ 848 |
Orion Office REIT, Commitment a
Orion Office REIT, Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Leasing As part of its ordinary re-leasing activities, the Company has agreed and anticipates that it will continue to agree to provide rent concessions to tenants and incur leasing costs with respect to its properties, including tenant improvement allowances, landlord agreements to pay for certain improvements, as well as leasing commissions. These rent concession and leasing cost commitments could be significant. For example, during November 2021, in connection with the 11-year extension of an investment grade tenant at the Company’s largest property measured by annualized base rent, the Company agreed to $11.1 million of future rent concessions and to fund up to $22.9 million of tenant improvement allowances, the full amount of which was funded as loan reserves as part of the closing of the CMBS Loan in February 2022. Litigation The Company is party to various legal proceedings which it believes are routine in nature and incidental to the operation of its business. The Company does not believe that any of these outstanding claims against it are expected to have a material adverse effect upon its consolidated and combined position or results of operations. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material adverse effect upon its consolidated and combined position or results of operations. |
Orion Office REIT, Leases
Orion Office REIT, Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 11 – Leases Lessor As of December 31, 2021, the Company is the lessor for its 92 office properties. The Company’s operating leases have non-cancelable lease terms ranging from 0.08 years to 16.26 years as of December 31, 2021 and 0.30 years to 13.12 years as of December 31, 2020, respectively. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying assets. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index or LIBOR). The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2021 (in thousands). Future Minimum 2022 $ 153,592 2023 128,580 2024 96,850 2025 64,544 2026 61,916 Thereafter 239,317 Total $ 744,799 Lessee The Company is the lessee under operating lease arrangements and corporate office leases, which meet the criteria under U.S. GAAP for an operating lease. As of December 31, 2021, the Company’s operating leases had remaining lease terms ranging from 0.9 years to 63 years, which includes options to extend. Under the ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance. The weighted-average discount rate used to measure the lease liability for the Company’s operating leases was 3.14% as of December 31, 2021. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the lease guidance adoption date or the Merger Effective Time, as applicable, in determining the present value of lease payments. Operating lease costs for the year ended December 31, 2021 were $0.3 million. Operating lease costs for each of the years ended December 31, 2020 and 2019 were $0.1 million. No cash paid for operating lease liabilities was capitalized. The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground and corporate office lease obligations as of December 31, 2021 (in thousands). Future Minimum Lease Payments 2022 1,008 2023 778 2024 452 2025 442 2026 442 Thereafter 13,383 Total 16,505 Less: imputed interest 6,248 Total $ 10,257 The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 107 2022 111 2023 113 2024 113 2025 113 Thereafter 3,432 Total 3,989 Less: imputed interest 1,887 Total $ 2,102 |
Leases | Note 11 – Leases Lessor As of December 31, 2021, the Company is the lessor for its 92 office properties. The Company’s operating leases have non-cancelable lease terms ranging from 0.08 years to 16.26 years as of December 31, 2021 and 0.30 years to 13.12 years as of December 31, 2020, respectively. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying assets. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index or LIBOR). The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2021 (in thousands). Future Minimum 2022 $ 153,592 2023 128,580 2024 96,850 2025 64,544 2026 61,916 Thereafter 239,317 Total $ 744,799 Lessee The Company is the lessee under operating lease arrangements and corporate office leases, which meet the criteria under U.S. GAAP for an operating lease. As of December 31, 2021, the Company’s operating leases had remaining lease terms ranging from 0.9 years to 63 years, which includes options to extend. Under the ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance. The weighted-average discount rate used to measure the lease liability for the Company’s operating leases was 3.14% as of December 31, 2021. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the lease guidance adoption date or the Merger Effective Time, as applicable, in determining the present value of lease payments. Operating lease costs for the year ended December 31, 2021 were $0.3 million. Operating lease costs for each of the years ended December 31, 2020 and 2019 were $0.1 million. No cash paid for operating lease liabilities was capitalized. The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground and corporate office lease obligations as of December 31, 2021 (in thousands). Future Minimum Lease Payments 2022 1,008 2023 778 2024 452 2025 442 2026 442 Thereafter 13,383 Total 16,505 Less: imputed interest 6,248 Total $ 10,257 The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 107 2022 111 2023 113 2024 113 2025 113 Thereafter 3,432 Total 3,989 Less: imputed interest 1,887 Total $ 2,102 |
Orion Office REIT, Stockholder_
Orion Office REIT, Stockholder’s Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholder's Equity | Note 12 – Stockholder’s Equity Common Stock The Company was initially capitalized on July 15, 2021 with the issuance of 100,000 shares of common stock ($0.01 par value per share) to Realty Income for a total of $1,000. On November 10, 2021, the Company issued 56,525,650 additional shares of common stock to Realty Income, such that Realty Income owned 56,625,650 shares of the Company’s common stock. Also on November 10, 2021, in connection with the filing of the Company’s Articles of Amendment, the Company changed the par value of its common stock from $0.01 per share to $0.001 per share. On November 12, 2021, Realty Income effected the Distribution. Stock Warrants On November 12, 2021, in connection with the Distribution, Orion OP entered into an Amended and Restated Limited Liability Company Agreement (the “LLCA”) of OAP/VER Venture, LLC (the “Arch Street Joint Venture”), by and between Orion OP and OAP Holdings LLC (the “Arch Street Partner”), an affiliate of Arch Street Capital Partners, pursuant to which the Arch Street Partner consented to the transfer of the equity interests of the Arch Street Joint Venture previously held by VEREIT Real Estate, L.P. to Orion OP. Also on November 12, 2021, in connection with the entry into the LLCA, the Company granted certain affiliates of the Arch Street Partner warrants to purchase up to 1,120,000 shares of the Company’s common stock (the “Arch Street Warrants”). The Arch Street Warrants entitle the respective holders to purchase shares of the Company’s common stock at a price per share equal to $22.42, at any time. The Arch Street Warrants may be exercised, in whole or in part, through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Company common stock determined according to the formula set forth in the Arch Street Warrants. The Arch Street Warrants expire on the earlier of (a) 10 years after issuance and (b) the later of the termination of the Arch Street Joint Venture and seven years after issuance. The Company has agreed that, prior to six months following the Company’s eligibility to use Form S-3 for the registration of securities of the Company, the Company will file with the SEC a registration statement on Form S-3 (the “Registration Statement”) for the registration, under the Securities Act, of the shares of the Company’s common stock issuable upon exercise of the Arch Street Warrants. The Company will use its commercially reasonable efforts to cause the Registration Statement to become effective and to maintain the effectiveness of the Registration Statement, and a current prospectus relating thereto, until the earlier of (a) the expiration of the Arch Street Warrants, or (b) the shares issuable upon such exercise shall become freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of us. The holders of the Arch Street Warrants will also remain subject to the ownership limitations pursuant to the Company’s organizational documents. The Arch Street Warrants were measured at fair value on their grant date at an amount of $3.3 million and are classified as equity in the Company’s consolidated and combined balance sheets. The corresponding cost of $3.3 million was recognized as an expense for the year ended December 31, 2021, which is included in Transaction costs in the Company’s consolidated and combined statements of operations. |
Orion Office REIT, Equity Based
Orion Office REIT, Equity Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Based Compensation | Note 13 - Equity Based Compensation The Company has an equity-based incentive award plan (the “Equity Plan”) for officers, employees, non-employee directors and consultants who provide services to the Company. Awards under the Equity Plan are accounted for under U.S. GAAP as share-based payments. The expense for such awards is recognized over the vesting period or when the requirements for exercise of the award have been met. Under the Equity Plan, the Company may grant various types of awards, including restricted stock units that will vest if the recipient maintains employment with the Company over the requisite service period (the “Time-Based Restricted Stock Units”). The fair value of the Time-Based Restricted Stock Units granted to non-executive directors and employees under the Equity Plan is generally determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis. Time-Based Restricted Stock Units do not provide for any rights of a common stockholder prior to the vesting of such restricted stock units. Equity-based compensation expense related to Orion Time-Based Restricted Stock Units for the year ended December 31, 2021, was $0.1 million. As of December 31, 2021, total unrecognized compensation expense related to these awards was approximately $0.5 million, with an aggregate weighted-average remaining term of 2.2 years. Equity-based compensation expense for the year ended December 31, 2021, related to Realty Income time-based restricted stock units and stock options granted in connection with the Mergers, was $0.1 million. As of December 31, 2021, total unrecognized compensation expense related to these awards was approximately $0.6 million, with an aggregate weighted-average remaining term of 1.7 years. |
Orion Office REIT, Net Income (
Orion Office REIT, Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 14 - Net Income (Loss) Per Share The financial statements reflect the common shares as if they were outstanding for the entire period presented, and are as of the date of Separation and Distribution. The computation of basic and diluted EPS is as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Net (loss) income $ (47,464) $ (1,899) $ 15,284 (Income) loss attributable to non-controlling interests (17) — — Net (loss) income available to common stockholders used in basic and diluted net income per share (47,481) (1,899) 15,284 Weighted average number of Common Stock outstanding - basic 56,625,650 56,625,650 56,625,650 Effect of dilutive securities (1) — — — Weighted average number of common shares - diluted 56,625,650 56,625,650 56,625,650 Basic and diluted net (loss) income per share attributable to common stockholders $ (0.84) $ (0.03) $ 0.27 _______________________________________________ (1) As of December 31, 2021, 2020 and 2019, there were no adjustments to the weighted average common shares outstanding used in the diluted calculation given there were no potentially dilutive shares. The following were excluded from diluted net (loss) income per share attributable to common stockholders, as the effect would have been antidilutive: Year Ended December 31, 2021 2020 2019 Weighted average unvested Time-Based Restricted Stock Units (1) — — — Weighted average stock warrants 1,120,000 — — _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. |
Orion Office REIT, Subsequent E
Orion Office REIT, Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Debt On February 10, 2022, certain indirect subsidiaries of the Company (the “Mortgage Borrowers”) entered into a credit agreement with Wells Fargo Bank, National Association (the “Lender”), to obtain a $355.0 million fixed rate mortgage loan (the “CMBS Loan”), which is secured by the Mortgage Borrower’s fee simple or ground lease interest in 19 properties owned directly by the Company (collectively, the “Mortgaged Properties”). The CMBS Loan bears interest at a fixed rate of 4.971% per annum and matures on February 11, 2027. The CMBS Loan requires monthly payments of interest only, and all principal is due at maturity. The proceeds of the CMBS Loan were used to repay the Bridge Facility. Upon closing of the CMBS Loan, the Mortgage Borrowers funded $35.5 million of loan reserves primarily for future rent concessions and tenant improvement allowances under the leases with respect to the 19 Mortgaged Properties. These amounts, as well as the transaction expenses incurred in connection with the CMBS Loan, were funded with cash on hand and borrowings under the Company’s Revolving Facility. The CMBS Loan is secured by, among other things, first priority mortgages and deeds of trust granted by the Mortgage Borrowers and encumbering the Mortgaged Properties. The CMBS Loan is generally not freely prepayable by the Mortgage Borrowers without payment of certain prepayment premiums and costs. The CMBS Loan may be prepaid in whole, but not in part, except as provided in the CMBS Loan agreement, at any time following the Prepayment Lockout Release Date (as defined in the CMBS Loan agreement) (generally two years after the Loan has been fully securitized), subject to the payment of a yield maintenance premium and the satisfaction of other terms and conditions set forth in the CMBS Loan agreement. Further, releases of individual properties are permitted in connection with an arms length third party sale upon repayment of the Release Price (as defined in the CMBS Loan agreement) for the applicable individual property and subject to payment of the applicable yield maintenance premium and the satisfaction of other terms and conditions set forth in the CMBS Loan agreement. The CMBS Loan agreement also contains customary cash management provisions, including certain trigger events (such as failure of the Mortgage Borrowers to satisfy a minimum debt yield) which allow the Lender to retain any excess cash flow as additional collateral for the Loan, until such trigger event is cured. In connection with the CMBS Loan agreement, the Company (as the guarantor) delivered a customary non-recourse carveout guaranty to the Lender (the “Guaranty”), under which the Company guaranteed the obligations and liabilities of the Mortgage Borrowers to the Lender with respect to certain non-recourse carveout events and the circumstances under which the CMBS Loan will be fully recourse to the Mortgage Borrowers, and which includes requirements for the Company to maintain a net worth of no less than $355 million and liquid assets of no less than $10 million, in each case, exclusive of the values of the collateral for the CMBS Loan. The Mortgage Borrowers and the Company also provided a customary environmental indemnity agreement, pursuant to which the Mortgage Borrowers and the Company agreed to protect, defend, indemnify, release and hold harmless the Lender from and against certain environmental liabilities relating to the Mortgaged Properties. The loan documents evidencing the CMBS Loan include customary representations, warranties and covenants of the Mortgage Borrowers and the Company. The loan documents also include customary events of default, the occurrence of which, following any applicable grace period, would permit the Lender to, among other things, declare the principal, accrued interest and other obligations of the Mortgage Borrowers under the loan documents to be immediately due and payable and foreclose on the Mortgaged Properties. Distributions |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | Schedule III – Real Estate and Accumulated Depreciation Initial Costs (1) Adjustments Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2021 (3) (4) Accumulated Depreciation (3) (5) Property Encumbrances at Land Buildings, Fixtures and Improvements Date Acquired Date of Construction Vacant - El Centro, CA $ — $ 520 $ 2,186 $ — $ 2,706 $ (1,068) 9/17/2009 2009 Software & Services - Dublin, OH — 2,400 17,044 — 19,444 (7,311) 3/31/2011 1992 Food, Beverage & Tobacco - St. Charles, MO — 3,675 13,828 — 17,503 (5,885) 4/1/2011 1993 Telecommunication Services - Augusta, GA — — 11,128 — 11,128 (4,736) 4/1/2011 2007 Telecommunication Services - Brownsville, TX — 1,740 11,570 — 13,311 (4,924) 4/1/2011 2007 Telecommunication Services - Salem, OR — 1,722 10,074 — 11,796 (4,043) 6/22/2011 2000 Insurance - Cedar Falls, IA — 634 6,331 — 6,965 (2,358) 8/28/2012 2012 Financial Institutions - Harleysville, PA — 1,486 16,591 (13,185) 4,892 — 1/22/2013 1929 Financial Institutions - Mount Pleasant, SC — 10,803 25,511 — 36,314 (6,530) 1/22/2013 2003 Government & Public Services - Brownsville, TX — 321 6,803 28 7,152 (1,767) 1/22/2013 2008 Government & Public Services - Caldwell, ID — 666 2,929 (867) 2,728 — 1/22/2013 2011 Government & Public Services - Dallas, TX — 399 9,748 (4) 10,143 (2,513) 1/22/2013 2011 Government & Public Services - Eagle Pass, TX — 146 2,086 (67) 2,165 (576) 1/22/2013 2002 Government & Public Services - Eagle Pass, TX — 68 812 (52) 827 (213) 1/22/2013 2002 Government & Public Services - Knoxville, TN — 761 9,042 130 9,932 (2,322) 1/22/2013 2011 Government & Public Services - Malone, NY — 824 9,486 — 10,309 (2,511) 1/22/2013 2011 Government & Public Services - Minneapolis, MN — 1,046 8,588 — 9,634 (2,198) 1/22/2013 2005 Government & Public Services - New Port Richey, FL — 780 10,111 (175) 10,716 (2,561) 1/22/2013 2000 Government & Public Services - Paris, TX — 274 5,391 (2) 5,664 (1,381) 1/22/2013 2010 Government & Public Services - Parkersburg, WV — 494 12,901 1 13,397 (3,291) 1/22/2013 2009 Government & Public Services - Redding, CA — 676 20,553 (173) 21,056 (5,265) 1/22/2013 2003 Government & Public Services - Sioux City, IA — 77 4,761 (5) 4,833 (1,234) 1/22/2013 2011 Health Care Equipment & Services - Bedford, TX — 1,608 56,219 — 57,827 (14,389) 1/22/2013 2010 Transportation - Uniontown, OH — 2,238 53,114 — 55,352 (13,581) 1/22/2013 2003 Health Care Equipment & Services - St. Louis, MO — — 38,799 (36) 38,763 (9,906) 1/22/2013 2009 Vacant - Sierra Vista, AZ — 369 9,338 (5,892) 3,815 — 1/22/2013 2001 Vacant - Tucson, AZ — 3,800 6,554 (42) 10,312 (284) 1/22/2013 1999 Transportation - Memphis, TN — 3,570 16,601 — 20,171 (4,301) 2/27/2013 1999 Transportation - Columbus, OH — — 19,637 — 19,637 (4,792) 6/19/2013 2012 Food & Staples Retailing - Deerfield, IL — 4,093 11,512 (7,752) 7,852 — 8/27/2013 1984 Food & Staples Retailing - Deerfield, IL — 4,262 11,988 (8,073) 8,177 — 8/27/2013 1984 Food & Staples Retailing - Deerfield, IL — 4,082 11,483 (7,733) 7,833 — 8/27/2013 1984 Food & Staples Retailing - Deerfield, IL — 4,089 11,503 (7,746) 7,846 — 8/27/2013 1984 Food & Staples Retailing - Deerfield, IL — 2,586 7,274 (4,899) 4,962 — 8/27/2013 1976 Food & Staples Retailing - Deerfield, IL — 3,181 8,947 (6,025) 6,103 — 8/27/2013 1976 Capital Goods - Cedar Rapids, IA — 1,000 12,981 — 13,981 (3,044) 10/10/2013 2013 Initial Costs (1) Adjustments Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2021 (3) (4) Accumulated Depreciation (3) (5) Property Encumbrances at Land Buildings, Fixtures and Improvements Date Acquired Date of Construction Consumer Durables & Apparel - Providence, RI $ — $ 2,550 $ 21,779 $ — $ 24,329 $ (4,954) 1/31/2014 1985 Vacant - Buffalo Grove, IL — 3,130 17,353 (15,483) 5,000 — 4/1/2014 1989 Materials - East Windsor, NJ — 240 13,446 (6) 13,680 (2,948) 4/30/2014 2008 Media & Entertainment - East Syracuse, NY — 880 15,817 — 16,697 (3,483) 4/30/2014 2000 Commercial & Professional Services - Schaumburg, IL — 3,313 6,532 — 9,845 (36) 11/1/2021 1986 Capital Goods - Blair, NE — 558 1,210 — 1,768 (8) 11/1/2021 2009 Consumer Durables & Apparel - Englewood, CO — 3,354 14,714 — 18,068 (76) 11/1/2021 2009 Financial Institutions - Hopewell, NJ — 19,325 57,846 — 77,171 (282) 11/1/2021 2001 Financial Institutions - Warwick, RI — 1,358 3,983 — 5,340 (20) 11/1/2021 1995 Government & Public Services - Cocoa, FL — 450 949 — 1,399 (5) 11/1/2021 2009 Government & Public Services - Fort Worth, TX — 572 3,985 — 4,557 (20) 11/1/2021 2010 Government & Public Services - Grangeville, ID — 1,385 3,436 — 4,821 (24) 11/1/2021 2007 Government & Public Services - Plattsburgh, NY — 1,136 2,487 — 3,622 (14) 11/1/2021 2008 Government & Public Services - Ponce, PR — 457 2,832 — 3,288 (15) 11/1/2021 1995 Health Care Equipment & Services - Indianapolis, IN — 1,430 4,386 — 5,816 (23) 11/1/2021 1993 Health Care Equipment & Services - Irving, TX — 9,267 19,852 — 29,120 (98) 11/1/2021 1997 Health Care Equipment & Services - Waukegan, IL — 636 4,136 — 4,772 (20) 11/1/2021 1980 Telecommunication Services - Nashville, TN — 2,588 9,587 86 12,261 (48) 11/1/2021 2002 Telecommunication Services - Richardson, TX — 1,187 21,037 — 22,224 (100) 11/1/2021 1986 Insurance - Buffalo, NY — 4,710 36,740 — 41,450 (179) 11/1/2021 2007 Health Care Equipment & Services - Fresno, CA — 4,454 17,292 — 21,746 (86) 11/1/2021 1984 Insurance - Oklahoma City, OK — 3,393 22,998 — 26,391 (117) 11/1/2021 2009 Health Care Equipment & Services - Phoenix, AZ — 4,786 21,346 — 26,132 (110) 11/1/2021 2012 Health Care Equipment & Services - Plano, TX — 9,834 35,893 — 45,727 (178) 11/1/2021 2009 Insurance - Urbana, MD — 4,028 19,888 — 23,916 (101) 11/1/2021 2011 Software & Services - Amherst, NY — 3,561 3,186 — 6,747 (24) 11/1/2021 1986 Retailing - Santee, CA — — 9,859 — 9,859 (50) 11/1/2021 2003 Capital Goods - Annandale, NJ — 847 3,657 — 4,503 (20) 11/1/2021 1999 Capital Goods - Duluth, GA — 3,684 14,786 — 18,470 (75) 11/1/2021 1999 Materials - Glen Burnie, MD — 3,095 11,465 — 14,561 (56) 11/1/2021 1984 Energy - Longmont, CO — 2,106 12,543 — 14,649 (62) 11/1/2021 1993 Pharmaceuticals, Biotechnology & Life Sciences - Malvern, PA — 3,853 25,296 — 29,149 (128) 11/1/2021 1999 Capital Goods - Malvern, PA — 2,607 10,844 — 13,451 (59) 11/1/2021 2014 Pharmaceuticals, Biotechnology & Life Sciences - Parsippany, NJ — 9,537 9,174 — 18,711 (55) 11/1/2021 2009 Health Care Equipment & Services - San Antonio, TX — 2,125 15,424 — 17,550 (77) 11/1/2021 2008 Initial Costs (1) Adjustments Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2021 (3) (4) Accumulated Depreciation (3) (5) Property Encumbrances at Land Buildings, Fixtures and Improvements Date Acquired Date of Construction Software & Services - Bedford, MA — 22,381 26,029 4 48,414 (145) 11/1/2021 2001 Commercial & Professional Services - Dublin, OH — 1,287 4,688 — 5,975 (24) 11/1/2021 1997 Commercial & Professional Services - Lawrence, KS $ — $ 3,576 $ 2,996 $ — $ 6,572 $ (19) 11/1/2021 1997 Commercial & Professional Services - Lawrence, KS — 3,334 3,450 — 6,783 (21) 11/1/2021 2003 Software & Services - Lincoln, NE — — 6,587 — 6,587 (38) 11/1/2021 2009 Media & Entertainment - Milwaukee, WI — 2,727 18,083 — 20,810 (87) 11/1/2021 2001 Health Care Equipment & Services - Nashville, TN — 1,165 11,749 — 12,914 (59) 11/1/2021 2010 Capital Goods - Sterling, VA — 10,515 25,393 — 35,908 (129) 11/1/2021 2011 Capital Goods - Tulsa, OK — 1,904 1,238 — 3,142 (7) 11/1/2021 1982 Consumer Services - Tulsa, OK — 6,865 34,716 — 41,581 (165) 11/1/2021 1995 Health Care Equipment & Services - Berkeley, MO — — 9,163 — 9,163 (54) 11/1/2021 2011 Retailing - Kennesaw, GA — — 11,141 — 11,141 (62) 11/1/2021 2012 Health Care Equipment & Services - Northbrook, IL — 3,529 10,909 — 14,439 (56) 11/1/2021 1980 Retailing - The Woodlands, TX — 2,550 17,481 — 20,031 (87) 11/1/2021 2014 General Service Administration - Covington, KY — 4,087 56,990 3 61,081 (272) 11/1/2021 2002 Consumer Durables & Apparel - Denver, CO — 5,707 36,047 602 42,356 (177) 11/1/2021 2001 Vacant - Englewood, CO — 2,291 2,989 16 5,296 (18) 11/1/2021 2011 Vacant - Richardson, TX — 2,047 12,733 — 14,780 (68) 11/1/2021 2008 Vacant - Ridley Park, PA — — 143 — 143 (2) 11/1/2021 1976 Vacant - Schaumburg, IL — 1,573 787 — 2,360 (5) 11/1/2021 1989 Materials - The Woodlands, TX — 5,776 14,234 225 20,233 (79) 11/1/2021 2009 $ — $ 262,140 $ 1,296,728 $ (77,122) $ 1,481,745 $ (128,109) _______________________________________________ (1) Initial costs exclude subsequent impairment charges. (2) Consists of capital expenditures and real estate development costs, net of condemnations, easements, impairment charges and other adjustments. (3) Gross intangible lease assets of $370.0 million and the associated accumulated amortization of $71.9 million are not reflected in the table above. (4) The aggregate cost for Federal income tax purposes of land, buildings, fixtures and improvements as of December 31, 2021 was approximately $2.3 billion. (5) Depreciation is computed using the straight-line method over the estimated useful lives of up to 35 years for buildings and five The following is a reconciliation of the gross real estate activity for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Balance, beginning of year $ 634,019 $ 659,441 $ 664,548 Additions: Acquisitions/improvements 927,001 457 466 Deductions/Other Sold or disposed of (657) (119) — Impairments (77,636) (25,760) — Other (982) — (5,573) Balance, end of year $ 1,481,745 $ 634,019 $ 659,441 The following is a reconciliation of the accumulated depreciation for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Balance, beginning of year $ 136,143 $ 125,311 $ 107,081 Additions: Depreciation expense 20,805 18,040 18,230 Deductions/Other Sold or disposed of (657) (119) — Impairments (27,947) (7,089) — Other (235) — — Balance, end of year $ 128,109 $ 136,143 $ 125,311 |
VEREIT Office Assets, Organizat
VEREIT Office Assets, Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Organization | Note 1 – Organization Organization Orion Office REIT Inc. (“the Company”, “Orion”, “we” or “us”) was incorporated in the state of Maryland on July 1, 2021 and was capitalized on July 15, 2021. On April 29, 2021, Realty Income Corporation (“Realty Income”) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with VEREIT, Inc. (“VEREIT”), its operating partnership, VEREIT Operating Partnership, L.P. (“VEREIT OP”), Rams MD Subsidiary I, Inc., a wholly owned subsidiary of Realty Income (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a wholly owned subsidiary of Realty Income (“Merger Sub 2”). On November 1, 2021, pursuant to the Merger Agreement, Merger Sub 2 merged with and into VEREIT OP, with VEREIT OP continuing as the surviving partnership, and immediately thereafter, VEREIT merged with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation (together, the “Mergers”, and such effective time of the Mergers, the “Merger Effective Time”). Upon the Merger Effective Time, as part of the Mergers, Realty Income acquired certain office real properties and related assets previously owned by subsidiaries of VEREIT (collectively, “VEREIT Office Assets”). Following the Merger Effective Time, in accordance with the Merger Agreement, Realty Income contributed the portion of the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income (collectively, “Realty Income Office Assets”) and VEREIT Office Assets (the “Separation”) to the Company and its operating partnership, Orion Office REIT LP (“Orion OP”). On November 12, 2021, following the Separation, in accordance with the Merger Agreement and that certain Separation and Distribution Agreement, Realty Income effected a special distribution to its stockholders (including the former holders of VEREIT common stock and certain former VEREIT OP common unitholders prior to the Mergers) of all of the outstanding shares of common stock of the Company (the “Distribution”). Approximately $595.0 million was distributed to Realty Income in accordance with the Separation and Distribution Agreement. In connection with the Separation and the Distribution, the Company entered into certain agreements with Realty Income to govern the ongoing relationships between the Company and Realty Income and to provide mechanisms for an orderly transition to the Company’s status as an independent, publicly traded company, including the Separation and Distribution Agreement and a transition services agreement to provide certain administrative and other services between the parties for a limited time. Following the Distribution, the Company became independent and publicly traded and intends to qualify and elect to be taxed as a REIT, commencing with the Company’s initial taxable year ending December 31, 2021. The Company’s common stock, par value $0.001 per share, trades on the New York Stock Exchange (the “NYSE”) under the symbol “ONL”. At December 31, 2021, the Company owned and operated 92 office properties and related assets previously owned by Realty Income and VEREIT, totaling approximately 10.5 million leasable square feet located within 29 states and Puerto Rico. In addition, the Company owns an equity interest in an unconsolidated joint venture with an affiliate of Arch Street Capital Partners, which, as of December 31, 2021 owned a portfolio consisting of six office properties totaling approximately 1.0 million leasable square feet located within six states. |
VEREIT Office Assets | |
Entity Information [Line Items] | |
Organization | Note 1 – Organization and Summary of Significant Accounting Policies Organization On April 29, 2021, Realty Income Corporation (“Realty Income”) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with VEREIT, Inc. (“VEREIT”), its operating partnership, VEREIT Operating Partnership, L.P. (“VEREIT OP”), Rams MD Subsidiary I, Inc., a wholly owned subsidiary of Realty Income (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a wholly owned subsidiary of Realty Income (“Merger Sub 2”). On November 1, 2021, pursuant to the Merger Agreement, Merger Sub 2 merged with and into VEREIT OP, with VEREIT OP continuing as the surviving partnership, and immediately thereafter, VEREIT merged with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation (together, the “Mergers”, and such effective time of the Mergers, the “Merger Effective Time”). Upon the Merger Effective Time, as part of the Mergers, Realty Income acquired certain office real properties and related assets previously owned by subsidiaries of VEREIT (collectively, “VEREIT Office Assets”). Following the Merger Effective Time, in accordance with the Merger Agreement, Realty Income contributed the portion of the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income (collectively, “Realty Income Office Assets”) and the VEREIT Office Assets (the “Separation”) to Orion Office REIT Inc. (the “Company”) and its operating partnership, Orion Office REIT LP (“Orion OP”). On November 12, 2021, following the Separation, in accordance with the Merger Agreement and that certain Separation and Distribution Agreement, Realty Income effected a special distribution to its stockholders (including the former holders of VEREIT common stock and certain former VEREIT OP common unitholders prior to the Mergers) of all of the outstanding shares of common stock of the Company (the “Distribution”). Following the Distribution, Orion operates as a separate, publicly-traded company and intends to qualify and elect to be taxed as a REIT, commencing with the Company’s initial taxable year ended December 31, 2021. VEREIT Office Assets includes the combined accounts related to certain of the office properties of VEREIT, historically operated through subsidiaries of VEREIT, and contains certain corporate costs. As of October 31, 2021, VEREIT Office Assets had one reportable segment which owned 52 properties, including one property owned by a consolidated joint venture, totaling approximately 7.6 million leasable square feet located in 25 states in the United States and Puerto Rico, and an investment in one unconsolidated joint venture that owns five office properties totaling approximately 0.8 million leasable square feet located within five states. As of October 31, 2021, VEREIT Office Assets had not conducted any business as a separate legal entity and had no other material assets or liabilities. Summary of Significant Accounting Policies Principles of Combination and Basis of Accounting and Presentation The accompanying combined and consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of VEREIT Office Assets on a combined and consolidated basis as the ownership interests were under common control and ownership of VEREIT, including a consolidated joint venture. Any applicable intercompany accounts and transactions have been eliminated in consolidation and combination. The portion of the consolidated joint venture not previously owned by VEREIT, is presented as non-controlling interest in VEREIT Office Assets’ combined and consolidated balances sheets and statements of operations. The results of operations for the ten months ended October 31, 2021 are not necessarily indicative of the results for the entire year. For legal entities being evaluated for consolidation, VEREIT Office Assets must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. VEREIT Office Assets’ evaluation includes consideration of fees paid to VEREIT Office Assets where VEREIT’s management, on behalf of VEREIT Office Assets, acts as a decision maker or service provider to the entity being evaluated. If VEREIT Office Assets determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. VEREIT Office Assets consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity. VEREIT Office Assets then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, VEREIT Office Assets’ ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. VEREIT Office Assets consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to VEREIT Office Assets’ combined and consolidated financial statements. VEREIT Office Assets continually evaluates the need to consolidate these VIEs based on standards set forth in GAAP. These combined and consolidated financial statements were derived from the books and records of VEREIT and were carved out from VEREIT at a carrying value reflective of historical cost in such VEREIT records. VEREIT Office Assets’ historical balance sheets reflect amounts for goodwill based on its proportion of the cost basis of the real estate assets as of December 31, 2018. VEREIT Office Assets’ historical financial results reflect charges for certain corporate costs and, we believe such charges are reasonable. Costs of the services that were charged to VEREIT Office Assets were based on either actual costs incurred or a proportion of costs estimated to be applicable to this entity, based on VEREIT Office Assets’ pro rata share of VEREIT’s annualized rental income. Annualized rental income is rental revenue on a straight-line basis, which includes the effect of rent escalations and any tenant concessions, such as free rent, and excludes any adjustments to rental income due to changes in the collectability assessment, contingent rent, such as percentage rent, and operating expense reimbursements. The historical combined and consolidated financial information presented may therefore not be indicative of the results of operations, financial position or cash flows that would have been obtained if there had been an independent, stand-alone public company during the periods presented or of Orion’s future performance as an independent, stand-alone company. 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. Actual results could differ from those estimates. Real Estate Investments Real estate and related assets acquired are recorded at cost and accumulated depreciation and amortization are assessed based on the period of future benefit of the asset. Depreciation and amortization are computed using a straight-line method over the estimated useful life of 40 years for buildings and building improvements, 15 years for land improvements and the remaining lease term for tenant improvements and intangible lease assets. VEREIT management performed quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that VEREIT management considered included, but were not limited to, decrease in operating income, bankruptcy or other credit concerns of a property’s major tenant or tenants or a significant decrease in a property’s revenues due to lease terminations, vacancies or reduced lease rates. When impairment indicators are identified or if a property is considered to have a more likely than not probability of being disposed of within the next 12 to 24 months, VEREIT management assessed the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. GAAP required VEREIT Office Assets to utilize the expected holding period of its properties when assessing recoverability. In the event that such expected undiscounted future cash flows did not exceed the carrying value, the real estate assets have been adjusted to their respective fair values and an impairment loss has been recognized. There are inherent uncertainties in making estimates of expected future cash flows such as market conditions and performance and sustainability of the tenants. Investment in Unconsolidated Joint Venture As of October 31, 2021 and December 31, 2020, VEREIT Office Assets owned a 20% ownership interest in an unconsolidated joint venture, the Arch Street Joint Venture, that owned five and four properties, respectively, with total real estate investments, at cost, of $196.2 million and $169.3 million, respectively, and total debt outstanding of $118.4 million and $102.6 million, respectively, which was non-recourse to VEREIT Office Assets. VEREIT Office Assets accounted for its investment in the unconsolidated joint venture using the equity method of accounting as VEREIT Office Assets had the ability to exercise significant influence, but not control, over operating and financing policies of the joint venture. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for VEREIT Office Assets’ share of equity in the joint venture’s earnings and distributions. VEREIT Office Assets recorded its proportionate share of net income (loss) from the unconsolidated joint venture in equity in income of unconsolidated joint venture in the combined and consolidated statements of operations. VEREIT Office Assets was required to determine whether an event or change in circumstances had occurred that may have had a significant adverse effect on the fair value of its investment in the unconsolidated joint venture. If an event or change in circumstance had occurred, VEREIT Office Assets’ management was required to evaluate its investment in the unconsolidated joint venture for potential impairment and determine if the carrying value of its investment exceeded its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, VEREIT Office Assets’ management considered whether it had the ability and intent to hold the investment until the carrying value is fully recovered. The evaluation of an investment in an unconsolidated joint venture for potential impairment required VEREIT Office Assets’ management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairments were identified during the ten months ended October 31, 2021 and the year ended December 31, 2020. Goodwill Impairment VEREIT evaluated goodwill for impairment annually or more frequently when an event occurred or circumstances changed that indicated the carrying value may not be recoverable. To determine whether it was necessary to perform a quantitative goodwill impairment test, VEREIT first assessed qualitative factors, including, but not limited to macro-economic conditions such as deterioration in the entity’s operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will be sold or sustained decrease in VEREIT’s stock price on either an absolute basis or relative to peers. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not (i.e. greater than 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no quantitative testing is required. If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value is less than the carrying amount, the provisions of guidance require that the fair value be compared to the carrying value. Goodwill is considered impaired if the carrying value exceeds the fair value. No impairments of VEREIT’s goodwill were recorded during the ten months ended October 31, 2021 and the years ended December 31, 2020 and 2019. The results of the VEREIT impairment tests carry over to VEREIT Office Assets, therefore no impairments were recorded in the accompanying combined and consolidated statements of operations. Cash and Cash Equivalents VEREIT Office Assets considers all highly liquid instruments with maturities when purchased of three months or less to be cash equivalents. VEREIT Office Assets considers investments in highly liquid money market accounts to be cash equivalents. Restricted Cash As of October 31, 2021 and December 31, 2020, restricted cash included $8,000 and $3.0 million, respectively, in lender reserves. Reserves relate to lease expirations, as well as maintenance, structural and debt service reserves. Rent and Tenant Receivables and Other Assets, Net Rent and tenant receivables and other assets, net primarily includes amounts to be collected in future periods related to the recognition of rental income on a straight-line basis over the lease term and cost recoveries due from tenants. Prepaid expenses as of the balance sheet date relate to future periods and will be expensed or reclassified to another account during the period to which the costs relate. Any amounts with no future economic benefit are charged to earnings when identified. Deferred Financing Costs Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. Deferred financing costs are presented on the combined and consolidated balance sheet as a direct deduction from the carrying amount of the related debt liability. These costs are amortized to interest expense over the terms of the respective financing agreements using the straight-line method, which approximates the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential financial transactions that are not completed are expensed in the period in which it is determined the financing will not be completed. Leases - Lessor At the inception of a new lease arrangement, including new leases that arise from amendments, the terms and conditions are assessed to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but a guarantee is obtained for the value of the asset from a third party, the lease is classified as a direct financing lease. All other leases are classified as operating leases. As of October 31, 2021 and December 31, 2020, no leases were classified as sales-type or direct financing leases. For operating leases with minimum scheduled rent increases, rental revenue is recognized on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. VEREIT Office Assets adopted Accounting Standards Codification Topic 842, Leases effective as of January 1, 2019. Two separate lease components were identified as follows: (i) land lease component and (ii) single property lease component comprised of building, land improvements and tenant improvements. The leases also contain provisions for tenants to reimburse VEREIT Office Assets for real estate taxes and insurance, which are considered noncomponents of the lease, and maintenance and other property operating expenses, which are considered to be non-lease components. VEREIT Office Assets elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component. VEREIT Office Assets continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. All changes in the collectability assessment for an operating lease are recognized as an adjustment to rental income. During the year ended December 31, 2020, there was a global outbreak of a new strain of coronavirus, COVID-19. The global and domestic response to the COVID-19 outbreak continues to evolve. Federal, state, and local authorities have responded in a variety of ways, including temporary closure of or imposed limitations on the operations of certain non-essential businesses. Since the COVID-19 outbreak began, each of VEREIT Office Assets’ tenants has almost entirely continued to meet its payment obligations under its respective lease. In consideration of each tenant’s payment history, among other factors, there have been no changes in the collectability assessment for any of VEREIT Office Assets’ operating leases. Though the COVID-19 outbreak did not have a material impact on VEREIT Office Assets’ results of operations, cash flows or financial condition for the ten months ended October 31, 2021 and year ended December 31, 2020, it could negatively impact tenant operations at VEREIT Office Assets’ properties in the future, which could result in a material impact to VEREIT Office Assets’ future results of operations, cash flows and financial condition. Leases - Lessee To account for leases for which VEREIT Office Assets is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options VEREIT Office Assets is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The operating lease right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. Income Taxes As of October 31, 2021, VEREIT Office Assets was owned by VEREIT, which had elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2011. VEREIT believed it was organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ending December 31, 2021. As a REIT, VEREIT was generally not subject to federal income tax on taxable income that it distributed to its stockholders so long as it distributed annually at least 90% of its REIT taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). Accordingly, no provision has been made for federal income taxes in the accompanying combined and consolidated financial statements of VEREIT Office Assets. During each of the ten months ended October 31, 2021 and years ended December 31, 2020 and 2019, VEREIT Office Assets recognized state and local income and franchise tax expense of approximately $0.5 million and $0.6 million, respectively. Amounts are included in provision for income taxes in the accompanying combined and consolidated statements of operations. VEREIT Office Assets had no unrecognized tax benefits as of or during the ten months ended October 31, 2021 and years ended December 31, 2020 and 2019. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying combined and consolidated statements of operations. As of October 31, 2021, VEREIT Office Assets had no material uncertain income tax positions. Recent Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05 establishing Topic 842, Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 further clarifies ASC 842 classification guidance as it relates to a lessor’s accounting for certain leases with variable lease payments. This guidance requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. This guidance is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated and combined statements. In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. We are currently evaluating the impact that the expected market transition from the London Interbank Offered Rate, commonly referred to as LIBOR, to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04. |
VEREIT Office Assets, Real Esta
VEREIT Office Assets, Real Estate Investments and Related Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Real Estate Investments and Related Intangibles | Note 3 – Real Estate Investments and Related Intangibles Property Acquisitions During the years ended December 31, 2021, 2020 and 2019, the Company had no acquisitions. Intangible Lease Assets Intangible lease assets consisted of the following (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life (Years) December 31, 2021 December 31, 2020 Intangible lease assets: In-place leases, net of accumulated amortization of $65,247 and $71,633, respectively 4.8 $ 272,743 $ 25,800 Leasing commissions, net of accumulated amortization of $456 13.4 10,349 — Above-market lease assets, net of accumulated amortization of $6,239 and $7,166, respectively 5.0 15,015 2,880 Total intangible lease assets, net $ 298,107 $ 28,680 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $14,459 and $13,482, respectively 7.5 $ 20,609 $ 7,221 The aggregate amount of amortization of above-market and below-market leases included as a net increase to rental revenue was $1.0 million, $0.8 million and $0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $23.1 million for the year ended December 31, 2021, and $7.9 million and $8.7 million for the years ended December 31, 2020 and 2019, respectively. The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2021 (amounts in thousands) : 2022 2023 2024 2025 2026 In-place leases: Total projected to be included in amortization expense $ 94,659 $ 73,859 $ 49,213 $ 21,652 $ 15,499 Leasing commissions: Total projected to be included in amortization expense $ 850 $ 850 $ 841 $ 836 $ 836 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue $ 5,171 $ 4,791 $ 2,998 $ 860 $ 682 Below-market lease liabilities: Total projected to be added to rental revenue $ 6,443 $ 6,091 $ 3,786 $ 1,036 $ 817 Consolidated Joint Venture The Company had an interest in one consolidated joint venture that owned one property as of December 31, 2021. As of December 31, 2021, the consolidated joint venture had total assets of $27.4 million, of which $26.1 million were real estate investments, net of accumulated depreciation and amortization. The joint venture partner is the managing member of the joint venture. However, in accordance with the joint venture agreement, the Company has the ability to control the operating and financing policies of the consolidated joint venture and the joint venture partner must obtain the Company’s approval for any major transactions. The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. Investment in Unconsolidated Entity The following is a summary of the Company’s investment in one unconsolidated entity, Arch Street Joint Venture, as of December 31, 2021 and for the year ended December 31, 2021 (dollar amounts in thousands): Ownership % (1) Number of Properties Carrying Amount of Equity in Income Year Ended (2) Investment December 31, 2021 December 31, 2021 December 31, 2021 Arch Street Joint Venture (3) (4) 20% 6 $ 18,631 $ (56) ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding capital contributions, distributions of cash flow based on capital account balances and allocations of profits and losses. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The interest in the Arch Street Joint Venture was acquired by Realty Income as part of the Mergers, and was transferred to the Company upon the consummation of the Distribution. Therefore, the Company’s equity in income reflects operations following the Merger Effective Time. (3) During year ended December 31, 2021, the Arch Street Joint Venture acquired one property from a third party for a purchase price of $30.5 million. (4) The total carrying amount of the Company’s investment in the unconsolidated joint venture was greater than the underlying equity in net assets by $2.1 million as of December 31, 2021. This difference related to a step up in the fair value of the investment in the unconsolidated joint venture in connection with the Mergers. The step up in fair value was allocated to the Company’s investment in the unconsolidated joint venture and is amortized in accordance with the Company’s depreciation policy. |
VEREIT Office Assets | |
Entity Information [Line Items] | |
Real Estate Investments and Related Intangibles | Note 2 – Real Estate Investments and Related Intangibles Property Dispositions During the year ended December 31, 2020, VEREIT Office Assets disposed of three properties, selling them to the unconsolidated joint venture for an aggregate net sales price of $135.5 million. The dispositions resulted in proceeds of $116.4 million after closing costs and VEREIT Office Assets recorded a net gain of $9.8 million related to the dispositions, which is included in gain on disposition of real estate assets, net in the accompanying combined and consolidated statements of operations. Intangible Lease Assets Intangible lease assets consisted of the following (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life (Years) October 31, 2021 December 31, 2020 Intangible lease assets: In-place leases, net of accumulated amortization of $119,604 and $118,093, respectively 10.1 $ 29,091 $ 40,622 Leasing commissions, net of accumulated amortization of $5,679 and $4,211, respectively 9.1 8,744 7,974 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $14,793 and $12,974, respectively 9.8 6,649 8,417 Total intangible lease assets, net $ 44,484 $ 57,013 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $18,504 and $17,553, respectively 10.3 $ 5,308 $ 7,188 The aggregate amount of amortization of above-market and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $29,000 for the ten months ended October 31, 2021 and $67,000 for the year ended December 31, 2020. The aggregate amount included as a net increase to rental revenue was $231,000 for the year ended December 31, 2019. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $13.0 million for the ten months ended October 31, 2021, and $17.8 million and $19.2 million for the years ended December 31, 2020 and 2019, respectively. The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of October 31, 2021 (amounts in thousands) : Remainder of 2021 2022 2023 2024 2025 In-place leases: Total projected to be included in amortization expense $ 2,191 $ 10,475 $ 9,142 $ 5,512 $ 1,156 Leasing commissions: Total projected to be included in amortization expense $ 288 $ 1,692 $ 1,290 $ 1,201 $ 1,020 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue $ 373 $ 2,223 $ 2,186 $ 1,104 $ 354 Below-market lease liabilities: Total projected to be included in rental revenue $ 345 $ 2,003 $ 1,878 $ 854 $ 208 Consolidated Joint Venture VEREIT Office Assets had an interest in one consolidated joint venture that owned one property as of October 31, 2021 and December 31, 2020. As of October 31, 2021 and December 31, 2020, the consolidated joint venture had total assets of $30.7 million and $33.0 million, respectively, of which $27.7 million and $29.1 million, respectively, were real estate investments, net of accumulated depreciation and amortization at each of the respective dates. The property was secured by a mortgage note payable, which was non-recourse to VEREIT Office Assets and had a net balance of $14.8 million as of December 31, 2020. During the ten months ended October 31, 2021, VEREIT, on behalf of VEREIT Office Assets, repaid the balance in full and there were no amounts outstanding as of October 31, 2021. The joint venture partner is the managing member of the joint venture. However, in accordance with the joint venture agreement, VEREIT Office Assets had the ability to control operating and financing policies of the consolidated joint venture and the joint venture partner must obtain VEREIT Office Assets’ approval for any major transactions. VEREIT Office Assets and the joint venture partner were subject to the provisions of the joint venture agreement, which included provisions for when additional contributions may be required to fund certain cash shortfalls. Impairments VEREIT management performed quarterly impairment review procedures for real estate investments, leasehold improvements and property and equipment and right of use assets, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. As part of VEREIT management’s quarterly impairment review procedures, net real estate assets representing four properties of VEREIT Office Assets were deemed to be impaired resulting in impairment charges of $28.1 million during the ten months ended October 31, 2021. During the year ended December 31, 2020, net real estate assets related to two properties were deemed to be impaired resulting in impairment charges of $9.3 million. During the year ended December 31, 2019, net real estate assets related to two properties were deemed to be impaired resulting in impairment charges of $3.5 million. The impairment charges related to properties that VEREIT management identified for potential sale or were determined, based on discussions with the current tenants, would not be re-leased by the tenant and VEREIT management believed the property would not be leased to another tenant at a rental rate that supported the book value. VEREIT estimated fair values using Level 3 inputs and used a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment required VEREIT’s management to exercise significant judgment and make certain key assumptions, including, but not limited to, the following: (1) capitalization rate; (2) discount rates; (3) number of years property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental revenue and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of VEREIT Office Assets’ tenants. For VEREIT’s impairment tests for the real estate assets during the ten months ended October 31, 2021, VEREIT used a weighted-average discount rate of 9.0% and a weighted-average capitalization rate of 8.5% . For VEREIT’s impairment tests for the real estate assets during the year ended December 31, 2020, VEREIT used a weighted-average discount rate of 8.9% and a weighted-average capitalization rate of 8.4%. For VEREIT’s impairment tests for the real estate assets during the year ended December 31, 2019, discount rates and capitalization rates were not applicable as VEREIT determined the fair value of the real estate assets of VEREIT Office Assets based on sale scenarios and the properties had leases expiring within 12 months of the impairment analysis. |
VEREIT Office Assets, Mortgage
VEREIT Office Assets, Mortgage Notes Payable, Net | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Mortgage Notes Payable, Net | Note 6 – Debt, Net As of December 31, 2021, the Company had $616.8 million of debt outstanding, including net deferred financing costs, with a weighted-average years to maturity of 1.2 years and a weighted-average interest rate of 2.77%. The following table summarizes the carrying value of debt as of December 31, 2021 and December 31, 2020, and the debt activity for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Balance as of December 31, 2020 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of December 31, 2021 Mortgages payable: Outstanding balance $ 36,476 $ — $ (36,476) $ — $ — Premium, net 576 — (516) (60) — Mortgages payable, net 37,052 — (36,992) (60) — Bridge facility: Outstanding balance — 355,000 — — 355,000 Deferred costs — (888) — 245 (643) Bridge facility, net — 354,112 — 245 354,357 Credit facility term loan: Outstanding balance — 175,000 — — 175,000 Deferred costs — (2,695) — 185 (2,510) Credit facility term loan, net — 172,305 — 185 172,490 Credit facility revolver: Outstanding balance — 90,000 — — 90,000 Credit facility revolver, net — 90,000 — — 90,000 Total debt $ 37,052 $ 616,417 $ (36,992) $ 370 $ 616,847 Credit Agreement In connection with the Separation and the Distribution, on November 12, 2021, the Company, as parent, and Orion Office REIT LP (“Orion OP”), as borrower, entered into (i) a credit agreement (the “Revolver/Term Loan Credit Agreement”) providing for a three-year, $425 million senior revolving credit facility (the “Revolving Facility”), including a $25 million letter of credit sub-facility, and a two-year, $175.0 million senior term loan facility (the “Term Loan Facility,” and together with the Revolving Facility, the “Revolver/Term Loan Facilities”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders and issuing banks party thereto and (ii) a credit agreement (the “Bridge Credit Agreement,” and together with the Revolver/Term Loan Credit Agreement, the “Credit Agreements”) providing for a 6-month, $355.0 million senior bridge term loan facility (the “Bridge Facility,” and together with the Revolver/Term Loan Facilities, the “Facilities”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. On November 12, 2021, Orion OP borrowed $90.0 million under the Revolving Facility, and each of the Term Loan Facility and the Bridge Facility was fully drawn. Approximately $595.0 million of the net proceeds of the Facilities was distributed to Realty Income in accordance with the Separation and Distribution Agreement. Orion OP retained the remaining net proceeds of such borrowings as working capital that will be used for the general corporate purposes of the Company, Orion OP and Orion OP’s subsidiaries. As of December 31, 2021, the Company had approximately $620.0 million of total consolidated debt outstanding and $335.0 million of availability under the Revolving Facility. The Bridge Facility is subject to one 6-month extension option at the election of Orion OP. The exercise of such extension option requires the payment of an extension fee and the satisfaction of certain other customary conditions. The Bridge Facility was refinanced with a $355.0 million mortgage loan during February 2022 (see Note 15 – Subsequent Events below). The interest rate applicable to the loans under the Facilities may, at the election of Orion OP, be determined on the basis of LIBOR or a base rate, in either case, plus an applicable margin. Under the Revolver/Term Loan Facilities, the applicable margin is (1) in the case of the Revolving Facility, 2.50% for LIBOR loans and 1.50% for base rate loans and (2) in the case of the Term Loan Facility, 2.50% for LIBOR loans and 1.50% for base rate loans. Under the Bridge Facility, the applicable margin for LIBOR loans was initially 2.50% with scheduled increases over time to a maximum of 3.50% and the applicable margin on base rate loans was initially 1.50% with scheduled increases over time to a maximum of 2.50%, in each case, based on the number of days elapsed after November 12, 2021. Loans under the Revolver/Term Loan Facilities may be prepaid, and unused commitments under the Revolver/Term Loan Facilities may be reduced, at any time, in whole or in part, without premium or penalty (except for LIBOR breakage costs). To the extent that amounts under the Revolving Facility remain unused, Orion OP is required to pay a quarterly commitment fee on the unused portion of the Revolving Facility in an amount equal to 0.25% per annum of the unused portion of the Revolving Facility. The Revolver/Term Loan Facilities are guaranteed pursuant to a Guaranty (the “Revolver/Term Loan Guaranty”) and the Bridge Facility was guaranteed pursuant to a Guaranty (the “Bridge Guaranty”), in each case, by the Company and, subject to certain exceptions, substantially all of Orion OP’s existing and future subsidiaries (including substantially all of its subsidiaries that directly or indirectly own unencumbered real properties), other than certain joint ventures and subsidiaries that own real properties subject to certain other indebtedness (such subsidiaries of Orion OP, the “Subsidiary Guarantors”). The Revolver/Term Loan Facilities are secured by, among other things, first priority pledges of the equity interests in the Subsidiary Guarantors. The Revolver/Term Loan Facilities require that Orion OP comply with various covenants, including, without limitation, covenants restricting, subject to certain exceptions, liens, investments, mergers, asset sales and the payment of certain dividends. In addition, the Revolver/Term Loan Facilities require that Orion OP satisfy certain financial covenants, including a: • ratio of total debt to total asset value of not more than 0.60 to 1.00; • ratio of adjusted EBITDA to fixed charges of not less than 1.50 to 1.00; • ratio of secured debt to total asset value of not more than 0.45 to 1.00; • ratio of unsecured debt to unencumbered asset value of not more than 0.60 to 1.00; and • ratio of net operating income from all unencumbered real properties to unsecured interest expense of not less than 2.00 to 1.00. As of December 31, 2021, Orion OP was in compliance with these financial covenants. The Revolver/Term Loan Facilities include customary representations and warranties of the Company and Orion OP, which must be true and correct in all material respects as a condition to future extensions of credit under the Revolver/Term Loan Facilities. The Revolver/Term Loan Facilities also include customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of Orion OP under the Revolver/Term Loan Facilities to be immediately due and payable and foreclose on the collateral securing the Revolver/Term Loan Facilities. |
VEREIT Office Assets | |
Entity Information [Line Items] | |
Mortgage Notes Payable, Net | Note 3 – Mortgage Notes Payable, Net As of October 31, 2021, VEREIT Office Assets had no mortgage notes payable as all amounts were repaid in conjunction with the Separation. As of December 31, 2020, VEREIT Office Assets had mortgage notes payable, net of $217.6 million, including net premiums of less than $0.1 million and net deferred financing costs of $0.3 million, with a weighted-average interest rate of 4.64%. The weighted-average interest rate for fixed rate loans was computed using the interest rate in effect until the anticipated repayment date and the weighted-average interest rate for the variable rate loan was computed using the interest rate in effect as of December 31, 2020. As of December 31, 2020, the mortgage notes were secured by 12 properties with a net carrying value of $368.4 million. As of December 31, 2020, the estimated fair value of the mortgage notes payable was $222.5 million and was estimated by discounting the expected cash flows based on estimated borrowing rates available as of the measurement date. VEREIT Office Assets classified the mortgage notes payable as Level 2 under the fair value hierarchy, which includes using inputs that are observable or can be corroborated with observable market data for substantially the entire contractual term. The mortgage loan agreements required the maintenance of certain financial ratios. Failure to maintain such ratios could have resulted in restrictions on the use of cash associated with the establishment of certain lender reserves. At December 31, 2020, there were no cash restrictions due to failure to maintain financial ratios. |
VEREIT Office Assets, Commitmen
VEREIT Office Assets, Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Leasing As part of its ordinary re-leasing activities, the Company has agreed and anticipates that it will continue to agree to provide rent concessions to tenants and incur leasing costs with respect to its properties, including tenant improvement allowances, landlord agreements to pay for certain improvements, as well as leasing commissions. These rent concession and leasing cost commitments could be significant. For example, during November 2021, in connection with the 11-year extension of an investment grade tenant at the Company’s largest property measured by annualized base rent, the Company agreed to $11.1 million of future rent concessions and to fund up to $22.9 million of tenant improvement allowances, the full amount of which was funded as loan reserves as part of the closing of the CMBS Loan in February 2022. Litigation The Company is party to various legal proceedings which it believes are routine in nature and incidental to the operation of its business. The Company does not believe that any of these outstanding claims against it are expected to have a material adverse effect upon its consolidated and combined position or results of operations. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material adverse effect upon its consolidated and combined position or results of operations. |
VEREIT Office Assets | |
Entity Information [Line Items] | |
Commitments and Contingencies | Note 4 – Commitments and Contingencies Litigation VEREIT Office Assets is party to various legal proceedings which it believes are routine in nature and incidental to the operation of its business. VEREIT Office Assets does not believe that any of these outstanding claims against it are expected to have a material adverse effect upon its consolidated financial position or results of operations. Environmental Matters In connection with the ownership and operation of real estate, VEREIT Office Assets may potentially be liable for costs and damages related to environmental matters. VEREIT Office Assets has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material adverse effect upon its results of operations. |
VEREIT Office Assets, Leases
VEREIT Office Assets, Leases | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Leases | Note 11 – Leases Lessor As of December 31, 2021, the Company is the lessor for its 92 office properties. The Company’s operating leases have non-cancelable lease terms ranging from 0.08 years to 16.26 years as of December 31, 2021 and 0.30 years to 13.12 years as of December 31, 2020, respectively. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying assets. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index or LIBOR). The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2021 (in thousands). Future Minimum 2022 $ 153,592 2023 128,580 2024 96,850 2025 64,544 2026 61,916 Thereafter 239,317 Total $ 744,799 Lessee The Company is the lessee under operating lease arrangements and corporate office leases, which meet the criteria under U.S. GAAP for an operating lease. As of December 31, 2021, the Company’s operating leases had remaining lease terms ranging from 0.9 years to 63 years, which includes options to extend. Under the ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance. The weighted-average discount rate used to measure the lease liability for the Company’s operating leases was 3.14% as of December 31, 2021. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the lease guidance adoption date or the Merger Effective Time, as applicable, in determining the present value of lease payments. Operating lease costs for the year ended December 31, 2021 were $0.3 million. Operating lease costs for each of the years ended December 31, 2020 and 2019 were $0.1 million. No cash paid for operating lease liabilities was capitalized. The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground and corporate office lease obligations as of December 31, 2021 (in thousands). Future Minimum Lease Payments 2022 1,008 2023 778 2024 452 2025 442 2026 442 Thereafter 13,383 Total 16,505 Less: imputed interest 6,248 Total $ 10,257 The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 107 2022 111 2023 113 2024 113 2025 113 Thereafter 3,432 Total 3,989 Less: imputed interest 1,887 Total $ 2,102 |
Leases | Note 11 – Leases Lessor As of December 31, 2021, the Company is the lessor for its 92 office properties. The Company’s operating leases have non-cancelable lease terms ranging from 0.08 years to 16.26 years as of December 31, 2021 and 0.30 years to 13.12 years as of December 31, 2020, respectively. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying assets. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index or LIBOR). The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2021 (in thousands). Future Minimum 2022 $ 153,592 2023 128,580 2024 96,850 2025 64,544 2026 61,916 Thereafter 239,317 Total $ 744,799 Lessee The Company is the lessee under operating lease arrangements and corporate office leases, which meet the criteria under U.S. GAAP for an operating lease. As of December 31, 2021, the Company’s operating leases had remaining lease terms ranging from 0.9 years to 63 years, which includes options to extend. Under the ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance. The weighted-average discount rate used to measure the lease liability for the Company’s operating leases was 3.14% as of December 31, 2021. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the lease guidance adoption date or the Merger Effective Time, as applicable, in determining the present value of lease payments. Operating lease costs for the year ended December 31, 2021 were $0.3 million. Operating lease costs for each of the years ended December 31, 2020 and 2019 were $0.1 million. No cash paid for operating lease liabilities was capitalized. The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground and corporate office lease obligations as of December 31, 2021 (in thousands). Future Minimum Lease Payments 2022 1,008 2023 778 2024 452 2025 442 2026 442 Thereafter 13,383 Total 16,505 Less: imputed interest 6,248 Total $ 10,257 The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 107 2022 111 2023 113 2024 113 2025 113 Thereafter 3,432 Total 3,989 Less: imputed interest 1,887 Total $ 2,102 |
VEREIT Office Assets | |
Entity Information [Line Items] | |
Leases | Note 5 – Leases Lessor As of October 31, 2021, VEREIT Office Assets is the lessor for its 52 office properties. VEREIT Office Assets’ operating leases have non-cancelable lease terms ranging from 0.17 years to 11.59 years as of October 31, 2021. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying assets. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index or LIBOR). VEREIT Office Assets believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from VEREIT Office Assets’ operating leases were as follows (in thousands): Ten Months Ended Year Ended December 31, 2021 2020 2019 Fixed: Cash rent $ 109,582 $ 132,402 $ 141,541 Straight-line rent (4,889) (869) (42) Lease intangible amortization (29) (67) 231 Property operating cost reimbursements 3,270 3,794 3,690 Total fixed 107,934 135,260 145,420 Variable (1) 26,806 35,044 36,649 Total rental revenue $ 134,740 $ 170,304 $ 182,069 ____________________________________ (1) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent. The following table presents future minimum operating lease payments due to VEREIT Office Assets over the next five years and thereafter as of October 31, 2021 (in thousands). Future Minimum November 1, 2021 - December 31, 2021 $ 15,683 2022 110,872 2023 95,130 2024 72,361 2025 38,980 2026 29,951 Thereafter 34,357 Total $ 397,334 Lessee VEREIT Office Assets is the lessee under one ground lease arrangement, which meets the criteria of an operating lease. As of October 31, 2021, VEREIT Office Assets’ lease has a remaining lease term of 35.8 years, which includes options to extend. Under the ground lease arrangement, VEREIT Office Assets pays variable costs, including property operating expenses and common area maintenance. The discount rate for VEREIT Office Assets’ operating lease was 5.17% as of October 31, 2021. As VEREIT Office Assets’ lease does not provide an implicit rate, VEREIT Office Assets used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. Operating lease costs for the ten months ended October 31, 2021 was $246,000. Operating lease costs for each of the years ended December 31, 2020 and 2019 was $328,000. No cash paid for operating lease liabilities was capitalized. The following table reflects the maturity analysis of payments due from VEREIT Office Assets over the next five years and thereafter for ground lease obligations as of October 31, 2021 (in thousands). Future Minimum Lease Payments November 1, 2021 - December 31, 2021 $ 55 2022 329 2023 329 2024 329 2025 329 2026 329 Thereafter 10,062 Total 11,762 Less: imputed interest 6,403 Total $ 5,359 |
Leases | Note 5 – Leases Lessor As of October 31, 2021, VEREIT Office Assets is the lessor for its 52 office properties. VEREIT Office Assets’ operating leases have non-cancelable lease terms ranging from 0.17 years to 11.59 years as of October 31, 2021. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying assets. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index or LIBOR). VEREIT Office Assets believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from VEREIT Office Assets’ operating leases were as follows (in thousands): Ten Months Ended Year Ended December 31, 2021 2020 2019 Fixed: Cash rent $ 109,582 $ 132,402 $ 141,541 Straight-line rent (4,889) (869) (42) Lease intangible amortization (29) (67) 231 Property operating cost reimbursements 3,270 3,794 3,690 Total fixed 107,934 135,260 145,420 Variable (1) 26,806 35,044 36,649 Total rental revenue $ 134,740 $ 170,304 $ 182,069 ____________________________________ (1) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent. The following table presents future minimum operating lease payments due to VEREIT Office Assets over the next five years and thereafter as of October 31, 2021 (in thousands). Future Minimum November 1, 2021 - December 31, 2021 $ 15,683 2022 110,872 2023 95,130 2024 72,361 2025 38,980 2026 29,951 Thereafter 34,357 Total $ 397,334 Lessee VEREIT Office Assets is the lessee under one ground lease arrangement, which meets the criteria of an operating lease. As of October 31, 2021, VEREIT Office Assets’ lease has a remaining lease term of 35.8 years, which includes options to extend. Under the ground lease arrangement, VEREIT Office Assets pays variable costs, including property operating expenses and common area maintenance. The discount rate for VEREIT Office Assets’ operating lease was 5.17% as of October 31, 2021. As VEREIT Office Assets’ lease does not provide an implicit rate, VEREIT Office Assets used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. Operating lease costs for the ten months ended October 31, 2021 was $246,000. Operating lease costs for each of the years ended December 31, 2020 and 2019 was $328,000. No cash paid for operating lease liabilities was capitalized. The following table reflects the maturity analysis of payments due from VEREIT Office Assets over the next five years and thereafter for ground lease obligations as of October 31, 2021 (in thousands). Future Minimum Lease Payments November 1, 2021 - December 31, 2021 $ 55 2022 329 2023 329 2024 329 2025 329 2026 329 Thereafter 10,062 Total 11,762 Less: imputed interest 6,403 Total $ 5,359 |
VEREIT Office Assets, Subsequen
VEREIT Office Assets, Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Subsequent Events | Note 15 – Subsequent Events Debt On February 10, 2022, certain indirect subsidiaries of the Company (the “Mortgage Borrowers”) entered into a credit agreement with Wells Fargo Bank, National Association (the “Lender”), to obtain a $355.0 million fixed rate mortgage loan (the “CMBS Loan”), which is secured by the Mortgage Borrower’s fee simple or ground lease interest in 19 properties owned directly by the Company (collectively, the “Mortgaged Properties”). The CMBS Loan bears interest at a fixed rate of 4.971% per annum and matures on February 11, 2027. The CMBS Loan requires monthly payments of interest only, and all principal is due at maturity. The proceeds of the CMBS Loan were used to repay the Bridge Facility. Upon closing of the CMBS Loan, the Mortgage Borrowers funded $35.5 million of loan reserves primarily for future rent concessions and tenant improvement allowances under the leases with respect to the 19 Mortgaged Properties. These amounts, as well as the transaction expenses incurred in connection with the CMBS Loan, were funded with cash on hand and borrowings under the Company’s Revolving Facility. The CMBS Loan is secured by, among other things, first priority mortgages and deeds of trust granted by the Mortgage Borrowers and encumbering the Mortgaged Properties. The CMBS Loan is generally not freely prepayable by the Mortgage Borrowers without payment of certain prepayment premiums and costs. The CMBS Loan may be prepaid in whole, but not in part, except as provided in the CMBS Loan agreement, at any time following the Prepayment Lockout Release Date (as defined in the CMBS Loan agreement) (generally two years after the Loan has been fully securitized), subject to the payment of a yield maintenance premium and the satisfaction of other terms and conditions set forth in the CMBS Loan agreement. Further, releases of individual properties are permitted in connection with an arms length third party sale upon repayment of the Release Price (as defined in the CMBS Loan agreement) for the applicable individual property and subject to payment of the applicable yield maintenance premium and the satisfaction of other terms and conditions set forth in the CMBS Loan agreement. The CMBS Loan agreement also contains customary cash management provisions, including certain trigger events (such as failure of the Mortgage Borrowers to satisfy a minimum debt yield) which allow the Lender to retain any excess cash flow as additional collateral for the Loan, until such trigger event is cured. In connection with the CMBS Loan agreement, the Company (as the guarantor) delivered a customary non-recourse carveout guaranty to the Lender (the “Guaranty”), under which the Company guaranteed the obligations and liabilities of the Mortgage Borrowers to the Lender with respect to certain non-recourse carveout events and the circumstances under which the CMBS Loan will be fully recourse to the Mortgage Borrowers, and which includes requirements for the Company to maintain a net worth of no less than $355 million and liquid assets of no less than $10 million, in each case, exclusive of the values of the collateral for the CMBS Loan. The Mortgage Borrowers and the Company also provided a customary environmental indemnity agreement, pursuant to which the Mortgage Borrowers and the Company agreed to protect, defend, indemnify, release and hold harmless the Lender from and against certain environmental liabilities relating to the Mortgaged Properties. The loan documents evidencing the CMBS Loan include customary representations, warranties and covenants of the Mortgage Borrowers and the Company. The loan documents also include customary events of default, the occurrence of which, following any applicable grace period, would permit the Lender to, among other things, declare the principal, accrued interest and other obligations of the Mortgage Borrowers under the loan documents to be immediately due and payable and foreclose on the Mortgaged Properties. Distributions |
VEREIT Office Assets | |
Entity Information [Line Items] | |
Subsequent Events | Note 6 – Subsequent Events VEREIT Office Assets evaluated subsequent events and no items have come to the attention of management that require recognition or disclosure, except as set forth below. On November 1, 2021, the Mergers were completed. Following the Merger Effective Time, the Separation was completed. On November 12, 2021, following the Separation, the Distribution was completed. |
Orion Office REIT, Summary of_2
Orion Office REIT, Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting Principles of Consolidation and Combination and Basis of Presentation | Basis of Accounting The consolidated and combined statements of the Company presented herein include the accounts of the Company and its consolidated subsidiaries. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Principles of Consolidation and Combination and Basis of Presentation The consolidated and combined statements of the Company include the accounts of Realty Income Office Assets presented on a combined basis for the period from January 1, 2021 to October 31, 2021 and all prior periods presented as the ownership interests were under common control and ownership of Realty Income during the respective periods. From and after the Merger Effective Time, the consolidated and combined financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in the Company’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. For periods presented prior to the date of the Distribution, the historical consolidated and combined results for the Company reflect charges for certain legal, accounting and other costs related to the Distribution, which were incurred and paid by Realty Income on the Company’s behalf, and are reflected as capital contributions. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company continually evaluates the need to consolidate VIEs based on standards set forth in U.S. GAAP. |
Per Share Data | Per Share Data Income (loss) per basic share of Common Stock is calculated by dividing net income (loss) by the weighted-average number of shares of Common Stock issued and outstanding during such period. Diluted income (loss) per share of Common Stock considers the effect of potentially dilutive shares of Common Stock outstanding during the period. |
Transaction Costs | Transaction Costs Transaction costs are expensed as incurred. Such costs are comprised of the legal and professional fees associated with the formation and organization of the Company, the Mergers and the Distribution and are included in transaction costs in the accompanying consolidated statement of operations. Such costs also include expenses related to the fair value of the warrants issued to affiliates of the Arch Street Partner. |
Use of Estimates | 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. Actual results could differ from those estimates. Management makes significant estimates regarding real estate investment impairments. |
Leases - Lessor | Leases Lessor At the inception of a new lease arrangement for which the Company is the lessor, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. As of December 31, 2021, none of the Company’s leases were classified as sales-type leases or direct financing leases. |
Leases - Lessee | Lessee To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The operating lease right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. |
Revenue Recognition | Revenue Recognition Rental Revenue The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term and the Company recognizes a general allowance on a portfolio-wide basis. For leases that are deemed not probable of collection, revenue is recorded as cash is received and the Company reduces rental revenue for any straight-line rent receivables. The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue. During the year ended December 31, 2021, the Company did not record a general allowance or any reductions to rental revenue for amounts not probable of collection. For operating leases with minimum scheduled rent increases, the Company recognizes rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Variable lease payments, including contingent rent, which is paid by a tenant when the tenant’s sales exceed an agreed upon minimum amount, are recognized once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. The Company’s leases also contain provisions for tenants to reimburse the Company for real estate taxes, insurance and maintenance and other property operating expenses. Such reimbursements are included in rental revenue and amounts paid directly by tenants are recorded on a net basis, as applicable. Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases. During the year ended December 31, 2021, the Company recognized termination income of $0.3 million. The Company did not recognize any termination income during the years ended December 31, 2020 and 2019. Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic The FASB issued a question-and-answer document, Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic for concessions related to the effects of COVID-19 that provide a deferral of payments with no substantive changes to the consideration of the original contract, which allows an entity to elect to not analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and to elect to apply or not apply the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), to those contracts (the “COVID-19 Lease Concessions Relief”). During the years ended December 31, 2021 and 2020, the Company has not granted any concessions. Fee Income from Unconsolidated Joint Venture The Company provides various services to our unconsolidated joint venture entity in exchange for market-based fees. Total asset and property management and acquisition fees earned in connection with this entity was $0.3 million for the year ended December 31, 2021. No such fee income was earned for the years ended December 31, 2020 and 2019, respectively. |
Real Estate Investments Allocation of Purchase Price of Real Estate Acquisitions | Real Estate Investments The Company records acquired real estate at cost when such acquisitions qualify as asset acquisitions and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 35 years for buildings, five Allocation of Purchase Price of Real Estate Acquisitions For acquisitions that qualify as asset acquisitions, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities acquired based on their relative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases. In estimating fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place leases include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. A bargain renewal period is provision in a lease which allows a lessee, at their option, to renew a lease at a rate that is sufficiently lower than fair market lease rates at the date such option is exercisable such that exercise of the option appears, at the inception of the lease, to be reasonably certain. Above-market leases are amortized as a reduction to rental revenue over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental revenue over the remaining terms of the respective leases, including any bargain renewal periods. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Following the Mergers, Realty Income performed a purchase price allocation assessing the value of the business. See Note 5 – Fair Value Measures for further discussion on this purchase price allocation. In accordance with ASC Topic 805, Business Combinations, adjustments to the allocated purchase price may be made within one year of the closing date of the Mergers as acquisition date uncertainties are resolved. |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity The Company accounts for its investment in the unconsolidated joint venture arrangement using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over the operating and financing policies of the investment. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint venture’s earnings and distributions. The Company records its proportionate share of net income (loss) from the unconsolidated joint venture in equity in income of unconsolidated entity in the consolidated statements of operations. See Note 3 – Real Estate Investments and Related Intangibles for further discussion on the Company’s investment in the unconsolidated joint venture. The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of its investment in the unconsolidated joint venture. If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the unconsolidated joint venture for potential impairment and determine if the carrying value of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the intent and ability to hold the investment until the carrying value is fully recovered. The evaluation of an investment in an unconsolidated joint venture for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairments of the unconsolidated joint venture were identified during the year ended December 31, 2021. Prior to the Distribution, the Company did not own any investments in an unconsolidated joint venture. |
Property and Equipment | Property and Equipment Property and equipment, which typically include computer hardware and software, furniture and fixtures, among other items, are stated at cost less accumulated depreciation. Property and equipment are depreciated on a straight-line method over the estimated useful lives of the assets, which range from three |
Impairments | Impairments Real Estate Assets The Company performs impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in a property’s net operating cash flows, bankruptcy or other credit concerns of a property’s major tenant or tenants, such as history of late payments, rental concessions and other factors, as well as significant decreases in a property’s revenues due to lease terminations, vacancies or reduced lease rates. When impairment indicators are identified or if a property is considered to have a more likely than not probability of being disposed of within the next 12 to 24 months, the Company assesses the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. U.S. GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the real estate assets to their respective fair values and recognize any impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales or leasing transactions. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in Note 5 – Fair Value Measures. Building, Fixtures and Improvements Property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If this review indicates that the carrying value of the asset is not recoverable, the Company records an impairment loss, measured at fair value based on estimated discounted cash flows or market appraisals. The evaluation of property and equipment for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairments of property and equipment were identified during the years ended December 31, 2021, 2020 and 2019. Right of Use Assets The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company’s other long-lived assets. No impairments of ROU assets were identified during the years ended December 31, 2021, 2020 and 2019. See Note 5 – Fair Value Measures for further discussion. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid funds with original maturities of three months or less. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held. |
Restricted Cash | Restricted cash The Company did not have any restricted cash balances as of December 31, 2021. The Company had $3.9 million and $3.7 million in restricted cash as of December 31, 2020 and 2019, respectively. Restricted cash primarily consists of impounds and security deposits related to mortgages payable. In accordance with certain debt agreements that were outstanding as of December 31, 2020, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company. Included in restricted cash at December 31, 2020 was $3.4 million in impounds related to mortgages payable and $0.5 million in security deposits related to mortgages payable. Included in restricted cash at December 31, 2019 was $3.2 million in impounds related to mortgages payable and $0.5 million in security deposits related to mortgages payable. Restricted cash is included in Other Assets, net on the Company’s consolidated and combined balance sheets. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. D eferred financing costs, other than those associated with the Revolving Facility (as defined in Note 6 – Debt, Net ), are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset . Deferred financing costs related to the Revolving Facility are included in other assets in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential |
Derivative Instruments | Derivative Instruments The Company may use derivative financial instruments, including interest rate swaps, caps, collars, treasury locks, options and forwards to hedge all or a portion of the interest rate risk associated with its borrowings. The Company’s interest rate management objectives are intended to limit the impact of interest rate fluctuations on earnings and cash flows and to manage the Company’s overall borrowing costs. To accomplish this objective, the Company intends to use interest rate swaps as part of its cash flow hedging strategy. The Company does not intend to utilize derivatives for trading or speculative purposes or for purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary under U.S. GAAP to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. |
Loss Contingencies | Loss ContingenciesThe Company records a liability in the consolidated and combined statements for loss contingencies when a loss is known or considered probable and the amount is reasonably estimable. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss is reasonably possible but not known or probable, and is reasonably estimable, the estimated loss or range of loss is disclosed. |
Income Taxes | Income Taxes The Company intends to qualify and elect to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code, as amended (the “Code”), commencing with the taxable year ended December 31, 2021. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute annually at least 90% of its REIT taxable income, subject to certain adjustments and excluding any net capital gain to its stockholders. We believe we are organized and operating in such a manner as to qualify and elect to be taxed as a REIT for the taxable year ended December 31, 2021. However, Orion OP is still subject to certain state and local income, franchise and property taxes in the various jurisdictions in which it operates. The Company may also be subject to federal income taxes on certain income and excise taxes on its undistributed income. During the year ended December 31, 2021, the Company conducted all of its business in the United States and Puerto Rico and will file income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes. During the year ended December 31, 2021, the Company recognized state and local income and franchise tax expense of $0.2 million, which is included in provision for income taxes in the accompanying consolidated statements of operations. The Company had no unrecognized tax benefits as of or during the year ended December 31, 2021. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations. For periods presented prior to the Merger Effective Time, Realty Income Office Assets was owned by Realty Income, a Maryland corporation which had elected to be taxed as a REIT, under the Code, as amended. Under the REIT operating structure, Realty Income was permitted to deduct dividends paid to its stockholders in determining its taxable income. Assuming Realty Income’s dividends equaled or exceeded its taxable net income, it was generally not required to pay federal corporate income taxes on such income. Accordingly, no provision was made for federal income taxes in the accompanying consolidated and combined financial statements of the Company for such prior periods. The properties in the consolidated and combined financial statements which comprised Realty Income Office Assets were previously owned directly or indirectly by limited partnerships or limited liability companies of Realty Income and, as a result, the allocated share of income for periods presented prior to the Merger Effective Time are included in the consolidated income tax return of Realty Income. |
Segment Reporting | Segment Reporting The Company operates in one business segment: direct ownership and operation of commercial real estate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05 establishing Topic 842, Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 further clarifies ASC 842 classification guidance as it relates to a lessor’s accounting for certain leases with variable lease payments. This guidance requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. This guidance is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated and combined statements. In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. We are currently evaluating the impact that the expected market transition from the London Interbank Offered Rate, commonly referred to as LIBOR, to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04. |
VEREIT Office Assets, Organiz_2
VEREIT Office Assets, Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Basis of Presentation | Basis of Accounting The consolidated and combined statements of the Company presented herein include the accounts of the Company and its consolidated subsidiaries. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Principles of Consolidation and Combination and Basis of Presentation The consolidated and combined statements of the Company include the accounts of Realty Income Office Assets presented on a combined basis for the period from January 1, 2021 to October 31, 2021 and all prior periods presented as the ownership interests were under common control and ownership of Realty Income during the respective periods. From and after the Merger Effective Time, the consolidated and combined financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in the Company’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. For periods presented prior to the date of the Distribution, the historical consolidated and combined results for the Company reflect charges for certain legal, accounting and other costs related to the Distribution, which were incurred and paid by Realty Income on the Company’s behalf, and are reflected as capital contributions. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company continually evaluates the need to consolidate VIEs based on standards set forth in U.S. GAAP. |
Use of Estimates | 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. Actual results could differ from those estimates. Management makes significant estimates regarding real estate investment impairments. |
Real Estate Investments | Real Estate Investments The Company records acquired real estate at cost when such acquisitions qualify as asset acquisitions and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 35 years for buildings, five Allocation of Purchase Price of Real Estate Acquisitions For acquisitions that qualify as asset acquisitions, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities acquired based on their relative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases. In estimating fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place leases include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. A bargain renewal period is provision in a lease which allows a lessee, at their option, to renew a lease at a rate that is sufficiently lower than fair market lease rates at the date such option is exercisable such that exercise of the option appears, at the inception of the lease, to be reasonably certain. Above-market leases are amortized as a reduction to rental revenue over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental revenue over the remaining terms of the respective leases, including any bargain renewal periods. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Following the Mergers, Realty Income performed a purchase price allocation assessing the value of the business. See Note 5 – Fair Value Measures for further discussion on this purchase price allocation. In accordance with ASC Topic 805, Business Combinations, adjustments to the allocated purchase price may be made within one year of the closing date of the Mergers as acquisition date uncertainties are resolved. |
Investment in Unconsolidated Joint Venture | Investment in Unconsolidated Entity The Company accounts for its investment in the unconsolidated joint venture arrangement using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over the operating and financing policies of the investment. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint venture’s earnings and distributions. The Company records its proportionate share of net income (loss) from the unconsolidated joint venture in equity in income of unconsolidated entity in the consolidated statements of operations. See Note 3 – Real Estate Investments and Related Intangibles for further discussion on the Company’s investment in the unconsolidated joint venture. The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of its investment in the unconsolidated joint venture. If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the unconsolidated joint venture for potential impairment and determine if the carrying value of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the intent and ability to hold the investment until the carrying value is fully recovered. The evaluation of an investment in an unconsolidated joint venture for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairments of the unconsolidated joint venture were identified during the year ended December 31, 2021. Prior to the Distribution, the Company did not own any investments in an unconsolidated joint venture. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid funds with original maturities of three months or less. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held. |
Restricted Cash | Restricted cash The Company did not have any restricted cash balances as of December 31, 2021. The Company had $3.9 million and $3.7 million in restricted cash as of December 31, 2020 and 2019, respectively. Restricted cash primarily consists of impounds and security deposits related to mortgages payable. In accordance with certain debt agreements that were outstanding as of December 31, 2020, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company. Included in restricted cash at December 31, 2020 was $3.4 million in impounds related to mortgages payable and $0.5 million in security deposits related to mortgages payable. Included in restricted cash at December 31, 2019 was $3.2 million in impounds related to mortgages payable and $0.5 million in security deposits related to mortgages payable. Restricted cash is included in Other Assets, net on the Company’s consolidated and combined balance sheets. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. D eferred financing costs, other than those associated with the Revolving Facility (as defined in Note 6 – Debt, Net ), are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset . Deferred financing costs related to the Revolving Facility are included in other assets in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential |
Leases - Lessor | Leases Lessor At the inception of a new lease arrangement for which the Company is the lessor, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. As of December 31, 2021, none of the Company’s leases were classified as sales-type leases or direct financing leases. |
Leases - Lessee | Lessee To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The operating lease right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. |
Income Taxes | Income Taxes The Company intends to qualify and elect to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code, as amended (the “Code”), commencing with the taxable year ended December 31, 2021. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute annually at least 90% of its REIT taxable income, subject to certain adjustments and excluding any net capital gain to its stockholders. We believe we are organized and operating in such a manner as to qualify and elect to be taxed as a REIT for the taxable year ended December 31, 2021. However, Orion OP is still subject to certain state and local income, franchise and property taxes in the various jurisdictions in which it operates. The Company may also be subject to federal income taxes on certain income and excise taxes on its undistributed income. During the year ended December 31, 2021, the Company conducted all of its business in the United States and Puerto Rico and will file income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes. During the year ended December 31, 2021, the Company recognized state and local income and franchise tax expense of $0.2 million, which is included in provision for income taxes in the accompanying consolidated statements of operations. The Company had no unrecognized tax benefits as of or during the year ended December 31, 2021. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations. For periods presented prior to the Merger Effective Time, Realty Income Office Assets was owned by Realty Income, a Maryland corporation which had elected to be taxed as a REIT, under the Code, as amended. Under the REIT operating structure, Realty Income was permitted to deduct dividends paid to its stockholders in determining its taxable income. Assuming Realty Income’s dividends equaled or exceeded its taxable net income, it was generally not required to pay federal corporate income taxes on such income. Accordingly, no provision was made for federal income taxes in the accompanying consolidated and combined financial statements of the Company for such prior periods. The properties in the consolidated and combined financial statements which comprised Realty Income Office Assets were previously owned directly or indirectly by limited partnerships or limited liability companies of Realty Income and, as a result, the allocated share of income for periods presented prior to the Merger Effective Time are included in the consolidated income tax return of Realty Income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05 establishing Topic 842, Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 further clarifies ASC 842 classification guidance as it relates to a lessor’s accounting for certain leases with variable lease payments. This guidance requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. This guidance is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated and combined statements. In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. We are currently evaluating the impact that the expected market transition from the London Interbank Offered Rate, commonly referred to as LIBOR, to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04. |
VEREIT Office Assets | |
Entity Information [Line Items] | |
Basis of Presentation | The accompanying combined and consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of VEREIT Office Assets on a combined and consolidated basis as the ownership interests were under common control and ownership of VEREIT, including a consolidated joint venture. Any applicable intercompany accounts and transactions have been eliminated in consolidation and combination. The portion of the consolidated joint venture not previously owned by VEREIT, is presented as non-controlling interest in VEREIT Office Assets’ combined and consolidated balances sheets and statements of operations. The results of operations for the ten months ended October 31, 2021 are not necessarily indicative of the results for the entire year. |
Principles of Combination | For legal entities being evaluated for consolidation, VEREIT Office Assets must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. VEREIT Office Assets’ evaluation includes consideration of fees paid to VEREIT Office Assets where VEREIT’s management, on behalf of VEREIT Office Assets, acts as a decision maker or service provider to the entity being evaluated. If VEREIT Office Assets determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. VEREIT Office Assets consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity. VEREIT Office Assets then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, VEREIT Office Assets’ ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. VEREIT Office Assets consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to VEREIT Office Assets’ combined and consolidated financial statements. VEREIT Office Assets continually evaluates the need to consolidate these VIEs based on standards set forth in GAAP. These combined and consolidated financial statements were derived from the books and records of VEREIT and were carved out from VEREIT at a carrying value reflective of historical cost in such VEREIT records. VEREIT Office Assets’ historical balance sheets reflect amounts for goodwill based on its proportion of the cost basis of the real estate assets as of December 31, 2018. VEREIT Office Assets’ historical financial results reflect charges for certain corporate costs and, we believe such charges are reasonable. Costs of the services that were charged to VEREIT Office Assets were based on either actual costs incurred or a proportion of costs estimated to be applicable to this entity, based on VEREIT Office Assets’ pro rata share of VEREIT’s annualized rental income. Annualized rental income is rental revenue on a straight-line basis, which includes the effect of rent escalations and any tenant concessions, such as free rent, and excludes any adjustments to rental income due to changes in the collectability assessment, contingent rent, such as percentage rent, and operating expense reimbursements. The historical combined and consolidated financial information presented may therefore not be indicative of the results of operations, financial position or cash flows that would have been obtained if there had been an independent, stand-alone public company during the periods presented or of Orion’s future performance as an independent, stand-alone company. |
Use of Estimates | 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. Actual results could differ from those estimates. |
Real Estate Investments | Real Estate Investments Real estate and related assets acquired are recorded at cost and accumulated depreciation and amortization are assessed based on the period of future benefit of the asset. Depreciation and amortization are computed using a straight-line method over the estimated useful life of 40 years for buildings and building improvements, 15 years for land improvements and the remaining lease term for tenant improvements and intangible lease assets. VEREIT management performed quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that VEREIT management considered included, but were not limited to, decrease in operating income, bankruptcy or other credit concerns of a property’s major tenant or tenants or a significant decrease in a property’s revenues due to lease terminations, vacancies or reduced lease rates. |
Investment in Unconsolidated Joint Venture | Investment in Unconsolidated Joint Venture As of October 31, 2021 and December 31, 2020, VEREIT Office Assets owned a 20% ownership interest in an unconsolidated joint venture, the Arch Street Joint Venture, that owned five and four properties, respectively, with total real estate investments, at cost, of $196.2 million and $169.3 million, respectively, and total debt outstanding of $118.4 million and $102.6 million, respectively, which was non-recourse to VEREIT Office Assets. VEREIT Office Assets accounted for its investment in the unconsolidated joint venture using the equity method of accounting as VEREIT Office Assets had the ability to exercise significant influence, but not control, over operating and financing policies of the joint venture. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for VEREIT Office Assets’ share of equity in the joint venture’s earnings and distributions. VEREIT Office Assets recorded its proportionate share of net income (loss) from the unconsolidated joint venture in equity in income of unconsolidated joint venture in the combined and consolidated statements of operations. VEREIT Office Assets was required to determine whether an event or change in circumstances had occurred that may have had a significant adverse effect on the fair value of its investment in the unconsolidated joint venture. If an event or change in circumstance had occurred, VEREIT Office Assets’ management was required to evaluate its investment in the unconsolidated joint venture for potential impairment and determine if the carrying value of its investment exceeded its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, VEREIT Office Assets’ management considered whether it had the ability and intent to hold the investment until the carrying value is fully recovered. The evaluation of an investment in an unconsolidated joint venture for potential impairment required VEREIT Office Assets’ management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairments were identified during the ten months ended October 31, 2021 and the year ended December 31, 2020. |
Goodwill Impairment | Goodwill Impairment VEREIT evaluated goodwill for impairment annually or more frequently when an event occurred or circumstances changed that indicated the carrying value may not be recoverable. To determine whether it was necessary to perform a quantitative goodwill impairment test, VEREIT first assessed qualitative factors, including, but not limited to macro-economic conditions such as deterioration in the entity’s operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will be sold or sustained decrease in VEREIT’s stock price on either an absolute basis or relative to peers. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not (i.e. greater than 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no quantitative testing is required. If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value is less than the carrying amount, the provisions of guidance require that the fair value be compared to the carrying value. Goodwill is considered impaired if the carrying value exceeds the fair value. No impairments of VEREIT’s goodwill were recorded during the ten months ended October 31, 2021 and the years ended December 31, 2020 and 2019. The results of the VEREIT impairment tests carry over to VEREIT Office Assets, therefore no impairments were recorded in the accompanying combined and consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents VEREIT Office Assets considers all highly liquid instruments with maturities when purchased of three months or less to be cash equivalents. VEREIT Office Assets considers investments in highly liquid money market accounts to be cash equivalents. |
Restricted Cash | Restricted CashAs of October 31, 2021 and December 31, 2020, restricted cash included $8,000 and $3.0 million, respectively, in lender reserves. Reserves relate to lease expirations, as well as maintenance, structural and debt service reserves. |
Rent and Tenant Receivables and Other Assets, Net | Rent and Tenant Receivables and Other Assets, Net Rent and tenant receivables and other assets, net primarily includes amounts to be collected in future periods related to the recognition of rental income on a straight-line basis over the lease term and cost recoveries due from tenants. Prepaid expenses as of the balance sheet date relate to future periods and will be expensed or reclassified to another account during the period to which the costs relate. Any amounts with no future economic benefit are charged to earnings when identified. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. Deferred financing costs are presented on the combined and consolidated balance sheet as a direct deduction from the carrying amount of the related debt liability. These costs are amortized to interest expense over the terms of the respective financing agreements using the straight-line method, which approximates the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential |
Leases - Lessor | Leases - Lessor At the inception of a new lease arrangement, including new leases that arise from amendments, the terms and conditions are assessed to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but a guarantee is obtained for the value of the asset from a third party, the lease is classified as a direct financing lease. All other leases are classified as operating leases. As of October 31, 2021 and December 31, 2020, no leases were classified as sales-type or direct financing leases. For operating leases with minimum scheduled rent increases, rental revenue is recognized on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. VEREIT Office Assets adopted Accounting Standards Codification Topic 842, Leases effective as of January 1, 2019. Two separate lease components were identified as follows: (i) land lease component and (ii) single property lease component comprised of building, land improvements and tenant improvements. The leases also contain provisions for tenants to reimburse VEREIT Office Assets for real estate taxes and insurance, which are considered noncomponents of the lease, and maintenance and other property operating expenses, which are considered to be non-lease components. VEREIT Office Assets elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component. VEREIT Office Assets continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. All changes in the collectability assessment for an operating lease are recognized as an adjustment to rental income. During the year ended December 31, 2020, there was a global outbreak of a new strain of coronavirus, COVID-19. The global and domestic response to the COVID-19 outbreak continues to evolve. Federal, state, and local authorities have responded in a variety of ways, including temporary closure of or imposed limitations on the operations of certain non-essential businesses. Since the COVID-19 outbreak began, each of VEREIT Office Assets’ tenants has almost entirely continued to meet its payment obligations under its respective lease. In consideration of each tenant’s payment history, among other factors, there have been no changes in the collectability assessment for any of VEREIT Office Assets’ operating leases. Though the COVID-19 outbreak did not have a material impact on VEREIT Office Assets’ results of operations, cash flows or financial condition for the ten months ended October 31, 2021 and year ended December 31, 2020, it could negatively impact tenant operations at VEREIT Office Assets’ properties in the future, which could result in a material impact to VEREIT Office Assets’ future results of operations, cash flows and financial condition. |
Leases - Lessee | Leases - Lessee To account for leases for which VEREIT Office Assets is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options VEREIT Office Assets is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The operating lease right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. |
Income Taxes | Income Taxes As of October 31, 2021, VEREIT Office Assets was owned by VEREIT, which had elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2011. VEREIT believed it was organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ending December 31, 2021. As a REIT, VEREIT was generally not subject to federal income tax on taxable income that it distributed to its stockholders so long as it distributed annually at least 90% of its REIT taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). Accordingly, no provision has been made for federal income taxes in the accompanying combined and consolidated financial statements of VEREIT Office Assets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05 establishing Topic 842, Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 further clarifies ASC 842 classification guidance as it relates to a lessor’s accounting for certain leases with variable lease payments. This guidance requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. This guidance is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated and combined statements. In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. We are currently evaluating the impact that the expected market transition from the London Interbank Offered Rate, commonly referred to as LIBOR, to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04. |
Orion Office REIT, Real Estat_2
Orion Office REIT, Real Estate Investments and Related Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible lease assets consisted of the following (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life (Years) December 31, 2021 December 31, 2020 Intangible lease assets: In-place leases, net of accumulated amortization of $65,247 and $71,633, respectively 4.8 $ 272,743 $ 25,800 Leasing commissions, net of accumulated amortization of $456 13.4 10,349 — Above-market lease assets, net of accumulated amortization of $6,239 and $7,166, respectively 5.0 15,015 2,880 Total intangible lease assets, net $ 298,107 $ 28,680 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $14,459 and $13,482, respectively 7.5 $ 20,609 $ 7,221 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2021 (amounts in thousands) : 2022 2023 2024 2025 2026 In-place leases: Total projected to be included in amortization expense $ 94,659 $ 73,859 $ 49,213 $ 21,652 $ 15,499 Leasing commissions: Total projected to be included in amortization expense $ 850 $ 850 $ 841 $ 836 $ 836 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue $ 5,171 $ 4,791 $ 2,998 $ 860 $ 682 Below-market lease liabilities: Total projected to be added to rental revenue $ 6,443 $ 6,091 $ 3,786 $ 1,036 $ 817 |
Real Estate Investment Financial Statements, Disclosure | The following is a summary of the Company’s investment in one unconsolidated entity, Arch Street Joint Venture, as of December 31, 2021 and for the year ended December 31, 2021 (dollar amounts in thousands): Ownership % (1) Number of Properties Carrying Amount of Equity in Income Year Ended (2) Investment December 31, 2021 December 31, 2021 December 31, 2021 Arch Street Joint Venture (3) (4) 20% 6 $ 18,631 $ (56) ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding capital contributions, distributions of cash flow based on capital account balances and allocations of profits and losses. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The interest in the Arch Street Joint Venture was acquired by Realty Income as part of the Mergers, and was transferred to the Company upon the consummation of the Distribution. Therefore, the Company’s equity in income reflects operations following the Merger Effective Time. (3) During year ended December 31, 2021, the Arch Street Joint Venture acquired one property from a third party for a purchase price of $30.5 million. (4) The total carrying amount of the Company’s investment in the unconsolidated joint venture was greater than the underlying equity in net assets by $2.1 million as of December 31, 2021. This difference related to a step up in the fair value of the investment in the unconsolidated joint venture in connection with the Mergers. The step up in fair value was allocated to the Company’s investment in the unconsolidated joint venture and is amortized in accordance with the Company’s depreciation policy. |
Orion Office REIT, Receivable_2
Orion Office REIT, Receivables and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivables, Net | Accounts receivable, net consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Straight-line rent receivable, net $ 7,722 $ 7,043 Accounts receivable, net 10,194 1,035 Total $ 17,916 $ 8,078 |
Schedule of Other Assets, Net | Other assets, net consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Deferred costs, net (1) 6,246 — Prepaid expenses 3,730 252 Right-of-use assets, net (2) 30,958 7,630 Investment in unconsolidated entity 18,631 — Restricted cash — 3,915 Other assets, net 936 — Total $ 60,501 $ 11,797 _______________________________________________ (1) Amortization expense for deferred costs related to the revolving credit facility totaled $0.3 million for the year ended December 31, 2021 as compared to no deferred costs for the year ended December 31, 2020. Accumulated amortization for deferred costs related to the revolving credit facility was $0.3 million at December 31, 2021. |
Orion Office REIT, Fair Value_2
Orion Office REIT, Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring | The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2021, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of December 31, 2021 Assets: Derivative assets $ — $ 299 $ — $ 299 |
Provisions for Impairment | The following table summarizes our provisions for impairment during the periods indicated below (dollars in thousands): Year Ended December 31, 2021 2020 Number of properties 10 1 Carrying value of impaired properties $ 109,197 $ 29,129 Provisions for impairment (49,859) (18,671) Estimated fair value $ 59,338 $ 10,458 |
Schedule of Fair Value, by Balance Sheet Grouping | The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at December 31, 2021 Fair Value at December 31, 2021 Carrying Amount at December 31, 2020 Fair Value at December 31, 2020 Liabilities (1) : Bridge facility, net 2 355,000 355,000 $ — $ — Credit facility term loan, net 2 175,000 175,000 — — Credit facility revolver 2 90,000 90,000 — — Mortgages payable assumed in connection with acquisitions 2 — — 36,476 37,095 Total $ 620,000 $ 620,000 $ 36,476 $ 37,095 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. |
Orion Office REIT, Debt, Net (T
Orion Office REIT, Debt, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the carrying value of debt as of December 31, 2021 and December 31, 2020, and the debt activity for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Balance as of December 31, 2020 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of December 31, 2021 Mortgages payable: Outstanding balance $ 36,476 $ — $ (36,476) $ — $ — Premium, net 576 — (516) (60) — Mortgages payable, net 37,052 — (36,992) (60) — Bridge facility: Outstanding balance — 355,000 — — 355,000 Deferred costs — (888) — 245 (643) Bridge facility, net — 354,112 — 245 354,357 Credit facility term loan: Outstanding balance — 175,000 — — 175,000 Deferred costs — (2,695) — 185 (2,510) Credit facility term loan, net — 172,305 — 185 172,490 Credit facility revolver: Outstanding balance — 90,000 — — 90,000 Credit facility revolver, net — 90,000 — — 90,000 Total debt $ 37,052 $ 616,417 $ (36,992) $ 370 $ 616,847 |
Orion Office REIT, Derivative_2
Orion Office REIT, Derivative and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The table below presents the fair value of the Company’s derivative financial instrument designated as a cash flow hedge as well as its classification in the Company’s consolidated balance sheets as of December 31, 2021 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location December 31, 2021 Interest rate swaps Other assets, net $ 299 |
Derivative Offsetting Assets | The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2021 and December 31, 2020 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount December 31, 2021 $ 299 $ — $ — $ 299 $ — $ — $ — $ 299 December 31, 2020 $ — $ — $ — $ — $ — $ — $ — $ — |
Derivative Offsetting Liabilities | The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2021 and December 31, 2020 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount December 31, 2021 $ 299 $ — $ — $ 299 $ — $ — $ — $ 299 December 31, 2020 $ — $ — $ — $ — $ — $ — $ — $ — |
Orion Office REIT, Statement _2
Orion Office REIT, Statement of Cash Flow Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information was as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Supplemental disclosures: Cash paid for interest $ 2,412 $ 3,479 $ 3,755 Cash paid for income taxes $ 98 $ — $ — Non-cash investing and financing activities: Accrued capital expenditures and leasing costs $ 286 $ — $ — Non-cash assets and liabilities contributed by parent company $ 1,142,002 $ — $ — Establishment of right-of-use assets and lease liabilities $ 989 $ — $ 1,112 |
Orion Office REIT, Accounts P_2
Orion Office REIT, Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of December 31, 2021 and December 31, 2020 (in thousands): December 31, 2021 December 31, 2020 Accrued interest $ 1,093 $ 100 Accrued real estate and other taxes 10,322 436 Accrued transaction costs 129 — Accounts payable 1,805 12 Accrued other 4,030 300 Total $ 17,379 $ 848 |
Orion Office REIT, Leases (Tabl
Orion Office REIT, Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Payments to be Received | The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2021 (in thousands). Future Minimum 2022 $ 153,592 2023 128,580 2024 96,850 2025 64,544 2026 61,916 Thereafter 239,317 Total $ 744,799 |
Schedule of Operating Lease Liability, Maturity | The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground and corporate office lease obligations as of December 31, 2021 (in thousands). Future Minimum Lease Payments 2022 1,008 2023 778 2024 452 2025 442 2026 442 Thereafter 13,383 Total 16,505 Less: imputed interest 6,248 Total $ 10,257 The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 107 2022 111 2023 113 2024 113 2025 113 Thereafter 3,432 Total 3,989 Less: imputed interest 1,887 Total $ 2,102 |
Orion Office REIT, Net Income_2
Orion Office REIT, Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The financial statements reflect the common shares as if they were outstanding for the entire period presented, and are as of the date of Separation and Distribution. The computation of basic and diluted EPS is as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Net (loss) income $ (47,464) $ (1,899) $ 15,284 (Income) loss attributable to non-controlling interests (17) — — Net (loss) income available to common stockholders used in basic and diluted net income per share (47,481) (1,899) 15,284 Weighted average number of Common Stock outstanding - basic 56,625,650 56,625,650 56,625,650 Effect of dilutive securities (1) — — — Weighted average number of common shares - diluted 56,625,650 56,625,650 56,625,650 Basic and diluted net (loss) income per share attributable to common stockholders $ (0.84) $ (0.03) $ 0.27 _______________________________________________ (1) As of December 31, 2021, 2020 and 2019, there were no adjustments to the weighted average common shares outstanding used in the diluted calculation given there were no potentially dilutive shares. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following were excluded from diluted net (loss) income per share attributable to common stockholders, as the effect would have been antidilutive: Year Ended December 31, 2021 2020 2019 Weighted average unvested Time-Based Restricted Stock Units (1) — — — Weighted average stock warrants 1,120,000 — — _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. |
VEREIT Office Assets, Real Es_2
VEREIT Office Assets, Real Estate Investments and Related Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Schedule of Finite-Lived Intangible Assets | Intangible lease assets consisted of the following (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life (Years) December 31, 2021 December 31, 2020 Intangible lease assets: In-place leases, net of accumulated amortization of $65,247 and $71,633, respectively 4.8 $ 272,743 $ 25,800 Leasing commissions, net of accumulated amortization of $456 13.4 10,349 — Above-market lease assets, net of accumulated amortization of $6,239 and $7,166, respectively 5.0 15,015 2,880 Total intangible lease assets, net $ 298,107 $ 28,680 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $14,459 and $13,482, respectively 7.5 $ 20,609 $ 7,221 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2021 (amounts in thousands) : 2022 2023 2024 2025 2026 In-place leases: Total projected to be included in amortization expense $ 94,659 $ 73,859 $ 49,213 $ 21,652 $ 15,499 Leasing commissions: Total projected to be included in amortization expense $ 850 $ 850 $ 841 $ 836 $ 836 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue $ 5,171 $ 4,791 $ 2,998 $ 860 $ 682 Below-market lease liabilities: Total projected to be added to rental revenue $ 6,443 $ 6,091 $ 3,786 $ 1,036 $ 817 |
VEREIT Office Assets | |
Entity Information [Line Items] | |
Schedule of Finite-Lived Intangible Assets | Intangible lease assets consisted of the following (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life (Years) October 31, 2021 December 31, 2020 Intangible lease assets: In-place leases, net of accumulated amortization of $119,604 and $118,093, respectively 10.1 $ 29,091 $ 40,622 Leasing commissions, net of accumulated amortization of $5,679 and $4,211, respectively 9.1 8,744 7,974 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $14,793 and $12,974, respectively 9.8 6,649 8,417 Total intangible lease assets, net $ 44,484 $ 57,013 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $18,504 and $17,553, respectively 10.3 $ 5,308 $ 7,188 |
Schedule of Finite Lived Intangible Liabilities | Intangible lease assets consisted of the following (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life (Years) October 31, 2021 December 31, 2020 Intangible lease assets: In-place leases, net of accumulated amortization of $119,604 and $118,093, respectively 10.1 $ 29,091 $ 40,622 Leasing commissions, net of accumulated amortization of $5,679 and $4,211, respectively 9.1 8,744 7,974 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $14,793 and $12,974, respectively 9.8 6,649 8,417 Total intangible lease assets, net $ 44,484 $ 57,013 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $18,504 and $17,553, respectively 10.3 $ 5,308 $ 7,188 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of October 31, 2021 (amounts in thousands) : Remainder of 2021 2022 2023 2024 2025 In-place leases: Total projected to be included in amortization expense $ 2,191 $ 10,475 $ 9,142 $ 5,512 $ 1,156 Leasing commissions: Total projected to be included in amortization expense $ 288 $ 1,692 $ 1,290 $ 1,201 $ 1,020 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue $ 373 $ 2,223 $ 2,186 $ 1,104 $ 354 Below-market lease liabilities: Total projected to be included in rental revenue $ 345 $ 2,003 $ 1,878 $ 854 $ 208 |
VEREIT Office Assets, Leases (T
VEREIT Office Assets, Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Schedule of Operating Lease Payments to be Received | The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2021 (in thousands). Future Minimum 2022 $ 153,592 2023 128,580 2024 96,850 2025 64,544 2026 61,916 Thereafter 239,317 Total $ 744,799 |
Schedule of Operating Lease Liability, Maturity | The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground and corporate office lease obligations as of December 31, 2021 (in thousands). Future Minimum Lease Payments 2022 1,008 2023 778 2024 452 2025 442 2026 442 Thereafter 13,383 Total 16,505 Less: imputed interest 6,248 Total $ 10,257 The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for ground lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 107 2022 111 2023 113 2024 113 2025 113 Thereafter 3,432 Total 3,989 Less: imputed interest 1,887 Total $ 2,102 |
VEREIT Office Assets | |
Entity Information [Line Items] | |
Schedule of Lease Income | The components of rental revenue from VEREIT Office Assets’ operating leases were as follows (in thousands): Ten Months Ended Year Ended December 31, 2021 2020 2019 Fixed: Cash rent $ 109,582 $ 132,402 $ 141,541 Straight-line rent (4,889) (869) (42) Lease intangible amortization (29) (67) 231 Property operating cost reimbursements 3,270 3,794 3,690 Total fixed 107,934 135,260 145,420 Variable (1) 26,806 35,044 36,649 Total rental revenue $ 134,740 $ 170,304 $ 182,069 ____________________________________ (1) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent. |
Schedule of Operating Lease Payments to be Received | The following table presents future minimum operating lease payments due to VEREIT Office Assets over the next five years and thereafter as of October 31, 2021 (in thousands). Future Minimum November 1, 2021 - December 31, 2021 $ 15,683 2022 110,872 2023 95,130 2024 72,361 2025 38,980 2026 29,951 Thereafter 34,357 Total $ 397,334 |
Schedule of Operating Lease Liability, Maturity | The following table reflects the maturity analysis of payments due from VEREIT Office Assets over the next five years and thereafter for ground lease obligations as of October 31, 2021 (in thousands). Future Minimum Lease Payments November 1, 2021 - December 31, 2021 $ 55 2022 329 2023 329 2024 329 2025 329 2026 329 Thereafter 10,062 Total 11,762 Less: imputed interest 6,403 Total $ 5,359 |
Orion Office REIT, Organizati_2
Orion Office REIT, Organization (Details) $ / shares in Units, ft² in Millions, $ in Millions | Nov. 12, 2021USD ($) | Dec. 31, 2021ft²propertystate$ / shares | Nov. 10, 2021$ / shares | Jul. 15, 2021$ / shares |
Real Estate Properties [Line Items] | ||||
Distributions to realty income | $ | $ 595 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.01 | |
Number of properties | property | 92 | |||
Area of real estate property | ft² | 10.5 | |||
Number of states with real estate properties owned | state | 29 | |||
Arch Street Joint Venture | ||||
Real Estate Properties [Line Items] | ||||
Number of properties | property | 6 | |||
Area of real estate property | ft² | 1 | |||
Number of states with real estate properties owned | state | 6 |
Orion Office REIT, Summary of_3
Orion Office REIT, Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Entity Information [Line Items] | |||
Lease termination income | $ 300,000 | $ 0 | $ 0 |
Property management fee revenue | 300,000 | 0 | 0 |
Impairment of unconsolidated joint venture | 0 | ||
Impairment of property and equipment | 0 | 0 | 0 |
Restricted cash | 0 | 3,900,000 | 3,700,000 |
Franchise and state and local tax expense | $ 200,000 | ||
Impounds related to mortgages payable | |||
Entity Information [Line Items] | |||
Restricted cash | 3,400,000 | 3,200,000 | |
Security deposits related to mortgages payable | |||
Entity Information [Line Items] | |||
Restricted cash | $ 500,000 | $ 500,000 | |
Minimum | |||
Entity Information [Line Items] | |||
Expected lease-up period | 6 months | ||
Impairment considerations, disposal period (more likely than not) | 12 months | ||
Maximum | |||
Entity Information [Line Items] | |||
Expected lease-up period | 18 months | ||
Impairment considerations, disposal period (more likely than not) | 24 months | ||
Building | |||
Entity Information [Line Items] | |||
Real estate assets, useful life | 35 years | ||
Building Fixtures and Improvements | Minimum | |||
Entity Information [Line Items] | |||
Real estate assets, useful life | 5 years | ||
Building Fixtures and Improvements | Maximum | |||
Entity Information [Line Items] | |||
Real estate assets, useful life | 15 years | ||
Computer Equipment | Minimum | |||
Entity Information [Line Items] | |||
Real estate assets, useful life | 3 years | ||
Computer Equipment | Maximum | |||
Entity Information [Line Items] | |||
Real estate assets, useful life | 7 years |
Orion Office REIT, Real Estat_3
Orion Office REIT, Real Estate Investments and Related Intangibles - Intangible Lease Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate [Line Items] | |||
Intangible lease assets, net | $ 298,107 | $ 28,680 | |
Weighted-Average Useful Life (Years) | 7 years 6 months | ||
Below-market lease liabilities, net | $ 20,609 | 7,221 | |
Below market-leases accumulated amortization | $ 14,459 | 13,482 | |
In-place leases | |||
Real Estate [Line Items] | |||
Weighted-Average Useful Life (Years) | 4 years 9 months 18 days | ||
Intangible lease assets, net | $ 272,743 | 25,800 | |
Accumulated amortization | $ 65,247 | 71,633 | |
Leasing commissions | |||
Real Estate [Line Items] | |||
Weighted-Average Useful Life (Years) | 13 years 4 months 24 days | ||
Intangible lease assets, net | $ 10,349 | 0 | |
Accumulated amortization | $ 456 | 456 | |
Above-market lease assets and deferred lease incentives | |||
Real Estate [Line Items] | |||
Weighted-Average Useful Life (Years) | 5 years | ||
Intangible lease assets, net | $ 15,015 | 2,880 | |
Accumulated amortization | 6,239 | 7,166 | |
Above‑ and below-market leases and deferred lease incentives | |||
Real Estate [Line Items] | |||
Amortization expense | 1,000 | 800 | $ 900 |
In-place leases, leasing commissions and other lease intangibles | |||
Real Estate [Line Items] | |||
Amortization expense | $ 23,100 | $ 7,900 | $ 8,700 |
Orion Office REIT, Real Estat_4
Orion Office REIT, Real Estate Investments and Related Intangibles - Intangible Lease Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Below-market lease liabilities: | |
2022 | $ 6,443 |
2023 | 6,091 |
2024 | 3,786 |
2025 | 1,036 |
2026 | 817 |
In-place leases | |
Real Estate [Line Items] | |
2022 | 94,659 |
2023 | 73,859 |
2024 | 49,213 |
2025 | 21,652 |
2026 | 15,499 |
Leasing commissions | |
Real Estate [Line Items] | |
2022 | 850 |
2023 | 850 |
2024 | 841 |
2025 | 836 |
2026 | 836 |
Above-market lease assets and deferred lease incentives | |
Real Estate [Line Items] | |
2022 | 5,171 |
2023 | 4,791 |
2024 | 2,998 |
2025 | 860 |
2026 | $ 682 |
Orion Office REIT, Real Estat_5
Orion Office REIT, Real Estate Investments and Related Intangibles - Consolidated Joint Venture (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)propertyjointVenture | Dec. 31, 2020USD ($) | |
Real Estate [Line Items] | ||
Number of properties | property | 92 | |
Total assets | $ 1,759,478 | $ 546,431 |
Total real estate investments, net | $ 1,353,636 | $ 497,876 |
Joint ventures | ||
Real Estate [Line Items] | ||
Number of joint ventures | jointVenture | 1 | |
Number of properties | property | 1 | |
Total assets | $ 27,400 | |
Total real estate investments, net | $ 26,100 |
Orion Office REIT, Real Estat_6
Orion Office REIT, Real Estate Investments and Related Intangibles - Investment in Unconsolidated Entities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)property | |
Schedule of Equity Method Investments [Line Items] | |
Number of properties | property | 92 |
Arch Street Joint Venture | |
Schedule of Equity Method Investments [Line Items] | |
Ownership | 20.00% |
Number of properties | property | 6 |
Carrying Amount of Investment | $ 18,631 |
Equity in Income | $ (56) |
Number of unconsolidated joint ventures | property | 1 |
Purchase price | $ 30,500 |
Difference between carrying amount and underlying equity | $ 2,100 |
Orion Office REIT, Receivable_3
Orion Office REIT, Receivables and Other Assets - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Straight-line rent receivable, net | $ 7,722 | $ 7,043 |
Accounts receivable, net | 10,194 | 1,035 |
Total | $ 17,916 | $ 8,078 |
Orion Office REIT, Receivable_4
Orion Office REIT, Receivables and Other Assets - Other Assets (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||||
Operating lease, right-of-use asset, statement of financial position [Extensible Enumeration] | Total | Total | ||
Finance lease, right-of-use asset, statement of financial position [Extensible Enumeration] | Total | Total | ||
Deferred costs, net | $ 6,246,000 | $ 0 | ||
Prepaid expenses | 3,730,000 | 252,000 | ||
Right-of-use assets, net | 30,958,000 | 7,630,000 | ||
Investment in unconsolidated entity | 18,631,000 | 0 | ||
Restricted cash | 0 | 3,915,000 | $ 3,719,000 | $ 2,850,000 |
Other assets, net | 936,000 | 0 | ||
Total | 60,501,000 | 11,797,000 | ||
Amortization of deferred costs | 300,000 | 0 | ||
Accumulated amortization of deferred costs | 300,000 | |||
Amortization expense for below market right-of-use, less than | 100,000 | |||
Right of use asset - financing leases | 13,800,000 | |||
Operating lease right-of-use assets | 30,958,000 | 7,630,000 | ||
Below market lease, right-of-use asset | 7,100,000 | |||
Below market-leases accumulated amortization, less than | $ 14,459,000 | $ 13,482,000 |
Orion Office REIT, Fair Value_3
Orion Office REIT, Fair Value Measures - Items Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 299 | $ 0 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 299 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 0 |
Orion Office REIT, Fair Value_4
Orion Office REIT, Fair Value Measures - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of properties | property | 10 | 1 | |
Provisions for impairment | $ | $ 49,859,000 | $ 18,671,000 | $ 0 |
Weighted Average | Assets Impaired During The Twelve Months Ended December 31 2021 | Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Alternative investment, measurement input | 0.089 |
Orion Office REIT, Fair Value_5
Orion Office REIT, Fair Value Measures - Provisions for Impairment (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |||
Number of properties | property | 10 | 1 | |
Carrying value of impaired properties | $ 109,197,000 | $ 29,129,000 | |
Provisions for impairment | (49,859,000) | (18,671,000) | $ 0 |
Estimated fair value | $ 59,338,000 | $ 10,458,000 |
Orion Office REIT, Fair Value_6
Orion Office REIT, Fair Value Measures - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 620,000 | $ 36,476 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 620,000 | 37,095 |
Level 2 | Bridge facility, net | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 355,000 | 0 |
Level 2 | Bridge facility, net | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 355,000 | 0 |
Level 2 | Credit facility term loan, net | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 175,000 | 0 |
Level 2 | Credit facility term loan, net | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 175,000 | 0 |
Level 2 | Credit facility revolver | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 90,000 | 0 |
Level 2 | Credit facility revolver | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 90,000 | 0 |
Level 2 | Mortgages payable assumed in connection with acquisitions | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 0 | 36,476 |
Level 2 | Mortgages payable assumed in connection with acquisitions | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 0 | $ 37,095 |
Orion Office REIT, Debt, Net -
Orion Office REIT, Debt, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Mortgages outstanding | $ 616,847 | $ 37,052 |
Debt instrument, term | 1 year 2 months 12 days | |
Weighted average interest rate | 2.77% |
Orion Office REIT, Debt, Net _2
Orion Office REIT, Debt, Net - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt [Roll Forward] | |||
Total debt, beginning balance | $ 37,052 | ||
Debt issuance principal amount | 616,417 | ||
Repayments, extinguishment and assumptions of debt, net | (36,992) | ||
Amortization of net premiums on mortgages payable | (60) | $ (411) | $ (435) |
Amortization of debt issuance costs and discounts | 370 | ||
Outstanding balance, ending | 620,000 | ||
Total debt, ending balance | 616,847 | 37,052 | |
Mortgages payable | |||
Debt [Roll Forward] | |||
Outstanding balance, beginning | 36,476 | ||
Premium, net beginning balance | 576 | ||
Total debt, beginning balance | 37,052 | ||
Debt issuance outstanding balance amount | 0 | ||
Debt issuance, premium net amount | 0 | ||
Debt issuance principal amount | 0 | ||
Repayments, extinguishment and assumptions | (36,476) | ||
Repayments, extinguishment and assumptions of debt, premium, amount | (516) | ||
Repayments, extinguishment and assumptions of debt, net | (36,992) | ||
Amortization of net premiums on mortgages payable | (60) | ||
Amortization of debt issuance costs and discounts | (60) | ||
Outstanding balance, ending | 0 | 36,476 | |
Premium, net ending balance | 0 | 576 | |
Total debt, ending balance | 0 | 37,052 | |
Bridge facility, net | |||
Debt [Roll Forward] | |||
Outstanding balance, beginning | 0 | ||
Deferred costs, beginning balance | 0 | ||
Total debt, beginning balance | 0 | ||
Debt issuance outstanding balance amount | 355,000 | ||
Debt issuance, deferred cost | (888) | ||
Debt issuance principal amount | 354,112 | ||
Repayments, extinguishment and assumptions | 0 | ||
Repayments, extinguishment and assumptions of debt, deferred costs, amount | 0 | ||
Repayments, extinguishment and assumptions of debt, net | 0 | ||
Amortization of debt issuance costs | 245 | ||
Amortization of debt issuance costs and discounts | 245 | ||
Outstanding balance, ending | 355,000 | 0 | |
Deferred costs, ending balance | (643) | 0 | |
Total debt, ending balance | 354,357 | 0 | |
Credit facility term loan, net | |||
Debt [Roll Forward] | |||
Outstanding balance, beginning | 0 | ||
Deferred costs, beginning balance | 0 | ||
Total debt, beginning balance | 0 | ||
Debt issuance outstanding balance amount | 175,000 | ||
Debt issuance, deferred cost | (2,695) | ||
Debt issuance principal amount | 172,305 | ||
Repayments, extinguishment and assumptions | 0 | ||
Repayments, extinguishment and assumptions of debt, deferred costs, amount | 0 | ||
Repayments, extinguishment and assumptions of debt, net | 0 | ||
Amortization of debt issuance costs | 185 | ||
Amortization of debt issuance costs and discounts | 185 | ||
Outstanding balance, ending | 175,000 | 0 | |
Deferred costs, ending balance | (2,510) | 0 | |
Total debt, ending balance | 172,490 | 0 | |
Credit facility revolver | |||
Debt [Roll Forward] | |||
Outstanding balance, beginning | 0 | ||
Total debt, beginning balance | 0 | ||
Debt issuance outstanding balance amount | 90,000 | ||
Debt issuance principal amount | 90,000 | ||
Repayments, extinguishment and assumptions | 0 | ||
Repayments, extinguishment and assumptions of debt, net | 0 | ||
Amortization of debt issuance costs and discounts | 0 | ||
Outstanding balance, ending | 90,000 | 0 | |
Total debt, ending balance | $ 90,000 | $ 0 |
Orion Office REIT, Debt, Net _3
Orion Office REIT, Debt, Net - Credit Facility (Details) | Nov. 12, 2021USD ($)extension | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 10, 2022USD ($) |
Debt Instrument [Line Items] | |||||
Debt instrument, term | 1 year 2 months 12 days | ||||
Distributions to realty income | $ 595,000,000 | ||||
Consolidated debt outstanding | $ 620,000,000 | ||||
Number of extension periods | extension | 1 | ||||
Credit facility revolver | |||||
Debt Instrument [Line Items] | |||||
Consolidated debt outstanding | 90,000,000 | $ 0 | |||
Mortgages payable | |||||
Debt Instrument [Line Items] | |||||
Consolidated debt outstanding | 0 | 36,476,000 | |||
Mortgages payable | Subsequent Event | CMBS Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 355,000,000 | ||||
Credit facility revolver | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 425,000,000 | ||||
Proceeds from lines of credit | $ 90,000,000 | 90,000,000 | 0 | $ 0 | |
Remaining borrowing capacity | 335,000,000 | ||||
Commitment fee percentage | 0.25% | ||||
Credit facility revolver | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 3 years | ||||
Covenant, total debt to total asset value, maximum | 0.60 | ||||
Covenant, adjusted EBITDA to fixed charges, minimum | 1.50 | ||||
Covenant, secured debt to total asset value, maximum | 0.45 | ||||
Covenant, unsecured debt to unencumbered asset value, maximum | 0.60 | ||||
Covenant, unencumbered real properties to unsecured interest expense, minimum | 2 | ||||
Credit facility revolver | Line of Credit | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 2.50% | ||||
Credit facility revolver | Line of Credit | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 1.50% | ||||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 25,000,000 | ||||
Credit facility term loan, net | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 175,000,000 | ||||
Proceeds from lines of credit | 175,000,000 | 0 | 0 | ||
Credit facility term loan, net | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 2 years | ||||
Credit facility term loan, net | Line of Credit | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 2.50% | ||||
Credit facility term loan, net | Line of Credit | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 1.50% | ||||
Bridge facility, net | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 355,000,000 | ||||
Proceeds from lines of credit | $ 355,000,000 | $ 0 | $ 0 | ||
Extension period | 6 months | ||||
Bridge facility, net | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 6 months | ||||
Bridge facility, net | Line of Credit | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 2.50% | ||||
Bridge facility, net | Line of Credit | LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 3.50% | ||||
Bridge facility, net | Line of Credit | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 1.50% | ||||
Bridge facility, net | Line of Credit | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 2.50% |
Orion Office REIT, Derivative_3
Orion Office REIT, Derivative and Hedging Activities - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ (90,000) | $ 0 | $ 0 |
Amount to be reclassified in next twelve months | 400,000 | ||
Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Unrealized gain on derivatives | 200,000 | ||
Reclassification of previous unrealized loss on interest rate derivatives into net income | (100,000) | $ 0 | $ 0 |
Interest Rate Swap | Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, notional amount | $ 175,000,000 |
Orion Office REIT, Derivative_4
Orion Office REIT, Derivative and Hedging Activities - Derivatives Designated as Hedging Instruments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Interest Rate Swap | Other Assets | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Cash flow hedges derivative instruments at fair value, net | $ 299 |
Orion Office REIT, Derivative_5
Orion Office REIT, Derivative and Hedging Activities - Offsetting of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 299 | $ 0 |
Gross Amounts of Recognized Liabilities | 0 | 0 |
Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative assets | 299 | 0 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets | 0 | 0 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ 299 | $ 0 |
Orion Office REIT, Statement _3
Orion Office REIT, Statement of Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental disclosures: | |||
Cash paid for interest | $ 2,412 | $ 3,479 | $ 3,755 |
Cash paid for income taxes | 98 | 0 | 0 |
Non-cash investing and financing activities: | |||
Accrued capital expenditures and real estate developments | 286 | 0 | 0 |
Non-cash assets and liabilities contributed by parent company | 1,142,002 | 0 | 0 |
Establishment of right-of-use assets and lease liabilities | $ 989 | $ 0 | $ 1,112 |
Orion Office REIT, Accounts P_3
Orion Office REIT, Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 1,093 | $ 100 |
Accrued real estate and other taxes | 10,322 | 436 |
Accrued transaction costs | 129 | 0 |
Accounts payable | 1,805 | 12 |
Accrued other | 4,030 | 300 |
Accounts Payable and Accrued Liabilities | $ 17,379 | $ 848 |
Orion Office REIT, Commitment_2
Orion Office REIT, Commitment and Contingencies (Details) - Merrill Lynch, Pierce, Fenner & Smith Incorporated $ in Millions | Nov. 30, 2021USD ($) |
Loss Contingencies [Line Items] | |
Lessor, operating lease, renewal term | 11 years |
Lessor, operating lease, rent concession | $ 11.1 |
Lessor, operating lease, tenant improvement allowance | $ 22.9 |
Orion Office REIT, Leases - Les
Orion Office REIT, Leases - Lessor Narrative (Details) - property | Dec. 31, 2021 | Dec. 31, 2020 |
Lessor, Lease, Description [Line Items] | ||
Number of properties | 92 | |
Minimum | ||
Lessor, Lease, Description [Line Items] | ||
Lessor, operating leases, term | 29 days | 3 months 18 days |
Maximum | ||
Lessor, Lease, Description [Line Items] | ||
Lessor, operating leases, term | 16 years 3 months 3 days | 13 years 1 month 13 days |
Orion Office REIT, Leases - Fut
Orion Office REIT, Leases - Future Minimum Operating Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 153,592 |
2023 | 128,580 |
2024 | 96,850 |
2025 | 64,544 |
2026 | 61,916 |
Thereafter | 239,317 |
Total | $ 744,799 |
Orion Office REIT, Leases - L_2
Orion Office REIT, Leases - Lessee Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, discount rate | 3.14% | ||
Operating lease, cost | $ 0.3 | $ 0.1 | $ 0.1 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, remaining lease term | 10 months 24 days | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, remaining lease term | 63 years |
Orion Office REIT, Leases - F_2
Orion Office REIT, Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 1,008 | $ 107 |
2023 | 778 | 111 |
2024 | 452 | 113 |
2025 | 442 | 113 |
2026 | 442 | 113 |
Thereafter | 13,383 | 3,432 |
Total | 16,505 | 3,989 |
Less: imputed interest | 6,248 | 1,887 |
Operating lease liabilities | $ 10,257 | $ 2,102 |
Orion Office REIT, Stockholde_2
Orion Office REIT, Stockholder’s Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 12, 2021 | Nov. 10, 2021 | Jul. 15, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Issuance of common stock, net (in shares) | 56,525,650 | 100,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.01 | $ 0.001 | |
Proceeds from issuance of common stock | $ 1 | |||
Warrants to purchase (in shares) | 1,120,000 | |||
Warrant, exercise price (in dollars per share) | $ 22.42 | |||
Warrants, fair value | $ 3,300 | |||
Warrants, expense | $ 3,300 | |||
Maximum | ||||
Class of Stock [Line Items] | ||||
Warrants expire term | 10 years | |||
Minimum | ||||
Class of Stock [Line Items] | ||||
Warrants expire term | 7 years | |||
Realty Income | ||||
Class of Stock [Line Items] | ||||
Common stock, shares owned by realty income (in shares) | 56,625,650 |
Orion Office REIT, Equity Bas_2
Orion Office REIT, Equity Based Compensation (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Time-Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity-based compensation expense | $ 0.1 |
Unrecognized compensation expense | $ 0.5 |
Weighted-average remaining term (in years) | 2 years 2 months 12 days |
Realty Income Time-Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity-based compensation expense | $ 0.1 |
Unrecognized compensation expense | $ 0.6 |
Weighted-average remaining term (in years) | 1 year 8 months 12 days |
Orion Office REIT, Net Income_3
Orion Office REIT, Net Income (Loss) Per Share - Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net (loss) income | $ (47,464) | $ (1,899) | $ 15,284 |
Net (income) loss attributable to non-controlling interest | (17) | 0 | 0 |
Net (loss) income available to common stockholders used in basic net income per share | (47,481) | (1,899) | 15,284 |
Net (loss) income available to common stockholders used in diluted net income per share | $ (47,481) | $ (1,899) | $ 15,284 |
Weighted average number of common stock outstanding - basic (in shares) | 56,625,650 | 56,625,650 | 56,625,650 |
Effect of dilutive securities (in shares) | 0 | 0 | 0 |
Weighted average number of common shares - diluted (in shares) | 56,625,650 | 56,625,650 | 56,625,650 |
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.84) | $ (0.03) | $ 0.27 |
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.84) | $ (0.03) | $ 0.27 |
Orion Office REIT, Net Income_4
Orion Office REIT, Net Income (Loss) Per Share - Schedule of Antidilutive (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Time-Based Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 |
Weighted average stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,120,000 | 0 | 0 |
Orion Office REIT, Subsequent_2
Orion Office REIT, Subsequent Events (Details) - Subsequent Event $ / shares in Units, $ in Millions | Mar. 22, 2022$ / shares | Feb. 10, 2022USD ($)property |
Subsequent Event [Line Items] | ||
Fixed interest rate | 4.971% | |
Common stock, dividends, per share, declared (in dollars per share) | $ / shares | $ 0.10 | |
CMBS Loan | ||
Subsequent Event [Line Items] | ||
Number properties used to secure debt | property | 19 | |
Loan reserves, amount funded | $ 35.5 | |
Prepayment lockout period | 2 years | |
Covenant, net worth requirement, minimum | $ 355 | |
Covenant, liquid asset requirement, minimum | $ 10 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | $ 0 | |||
Land | 262,140 | |||
Buildings, Fixtures and Improvements | 1,296,728 | |||
Adjustments subsequent to acquisition | (77,122) | |||
Gross amount carried | 1,481,745 | $ 634,019 | $ 659,441 | $ 664,548 |
Accumulated depreciation | (128,109) | $ (136,143) | $ (125,311) | $ (107,081) |
Tax basis of aggregate land, buildings and improvements | $ 2,300,000 | |||
Building | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Estimated useful lives | 35 years | |||
Furniture and Fixtures | Minimum | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Estimated useful lives | 5 years | |||
Furniture and Fixtures | Maximum | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Estimated useful lives | 15 years | |||
Lease Agreements | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Intangible lease assets | $ 370,000 | |||
Accumulated amortization | 71,900 | |||
Vacant - El Centro, CA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 520 | |||
Buildings, Fixtures and Improvements | 2,186 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 2,706 | |||
Accumulated depreciation | (1,068) | |||
Software and Services - Dublin, OH | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,400 | |||
Buildings, Fixtures and Improvements | 17,044 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 19,444 | |||
Accumulated depreciation | (7,311) | |||
Food, Beverage & Tobacco - St. Charles, MO | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,675 | |||
Buildings, Fixtures and Improvements | 13,828 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 17,503 | |||
Accumulated depreciation | (5,885) | |||
Telecommunication Services - Augusta, GA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 0 | |||
Buildings, Fixtures and Improvements | 11,128 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 11,128 | |||
Accumulated depreciation | (4,736) | |||
Telecommunication Services - Brownsville, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,740 | |||
Buildings, Fixtures and Improvements | 11,570 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 13,311 | |||
Accumulated depreciation | (4,924) | |||
Telecommunication Services - Salem, OR | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,722 | |||
Buildings, Fixtures and Improvements | 10,074 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 11,796 | |||
Accumulated depreciation | (4,043) | |||
Insurance - Cedar Falls, IA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 634 | |||
Buildings, Fixtures and Improvements | 6,331 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 6,965 | |||
Accumulated depreciation | (2,358) | |||
Financial Institutions - Harleysville, PA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,486 | |||
Buildings, Fixtures and Improvements | 16,591 | |||
Adjustments subsequent to acquisition | (13,185) | |||
Gross amount carried | 4,892 | |||
Accumulated depreciation | 0 | |||
Financial Institutions - Mount Pleasant, SC | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 10,803 | |||
Buildings, Fixtures and Improvements | 25,511 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 36,314 | |||
Accumulated depreciation | (6,530) | |||
Government & Public Services - Brownsville, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 321 | |||
Buildings, Fixtures and Improvements | 6,803 | |||
Adjustments subsequent to acquisition | 28 | |||
Gross amount carried | 7,152 | |||
Accumulated depreciation | (1,767) | |||
Government & Public Services - Caldwell, ID | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 666 | |||
Buildings, Fixtures and Improvements | 2,929 | |||
Adjustments subsequent to acquisition | (867) | |||
Gross amount carried | 2,728 | |||
Accumulated depreciation | 0 | |||
Government & Public Services - Dallas, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 399 | |||
Buildings, Fixtures and Improvements | 9,748 | |||
Adjustments subsequent to acquisition | (4) | |||
Gross amount carried | 10,143 | |||
Accumulated depreciation | (2,513) | |||
Government & Public Services - Eagle Pass, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 146 | |||
Buildings, Fixtures and Improvements | 2,086 | |||
Adjustments subsequent to acquisition | (67) | |||
Gross amount carried | 2,165 | |||
Accumulated depreciation | (576) | |||
Government & Public Services - Eagle Pass, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 68 | |||
Buildings, Fixtures and Improvements | 812 | |||
Adjustments subsequent to acquisition | (52) | |||
Gross amount carried | 827 | |||
Accumulated depreciation | (213) | |||
Government & Public Services - Knoxville, TN | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 761 | |||
Buildings, Fixtures and Improvements | 9,042 | |||
Adjustments subsequent to acquisition | 130 | |||
Gross amount carried | 9,932 | |||
Accumulated depreciation | (2,322) | |||
Government & Public Services - Malone, NY | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 824 | |||
Buildings, Fixtures and Improvements | 9,486 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 10,309 | |||
Accumulated depreciation | (2,511) | |||
Government & Public Services - Minneapolis, MN | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,046 | |||
Buildings, Fixtures and Improvements | 8,588 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 9,634 | |||
Accumulated depreciation | (2,198) | |||
Government & Public Services - New Port Richey, FL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 780 | |||
Buildings, Fixtures and Improvements | 10,111 | |||
Adjustments subsequent to acquisition | (175) | |||
Gross amount carried | 10,716 | |||
Accumulated depreciation | (2,561) | |||
Government & Public Services - Paris, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 274 | |||
Buildings, Fixtures and Improvements | 5,391 | |||
Adjustments subsequent to acquisition | (2) | |||
Gross amount carried | 5,664 | |||
Accumulated depreciation | (1,381) | |||
Government & Public Services - Parkersburg, WV | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 494 | |||
Buildings, Fixtures and Improvements | 12,901 | |||
Adjustments subsequent to acquisition | 1 | |||
Gross amount carried | 13,397 | |||
Accumulated depreciation | (3,291) | |||
Government & Public Services - Redding, CA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 676 | |||
Buildings, Fixtures and Improvements | 20,553 | |||
Adjustments subsequent to acquisition | (173) | |||
Gross amount carried | 21,056 | |||
Accumulated depreciation | (5,265) | |||
Government & Public Services - Sioux City, IA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 77 | |||
Buildings, Fixtures and Improvements | 4,761 | |||
Adjustments subsequent to acquisition | (5) | |||
Gross amount carried | 4,833 | |||
Accumulated depreciation | (1,234) | |||
Health Care Equipment & Services - Bedford, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,608 | |||
Buildings, Fixtures and Improvements | 56,219 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 57,827 | |||
Accumulated depreciation | (14,389) | |||
Transportation - Uniontown, OH | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,238 | |||
Buildings, Fixtures and Improvements | 53,114 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 55,352 | |||
Accumulated depreciation | (13,581) | |||
Health Care Equipment & Services - St. Louis, MO | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 0 | |||
Buildings, Fixtures and Improvements | 38,799 | |||
Adjustments subsequent to acquisition | (36) | |||
Gross amount carried | 38,763 | |||
Accumulated depreciation | (9,906) | |||
Vacant - Sierra Vista, AZ | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 369 | |||
Buildings, Fixtures and Improvements | 9,338 | |||
Adjustments subsequent to acquisition | (5,892) | |||
Gross amount carried | 3,815 | |||
Accumulated depreciation | 0 | |||
Vacant - Tucson, AZ | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,800 | |||
Buildings, Fixtures and Improvements | 6,554 | |||
Adjustments subsequent to acquisition | (42) | |||
Gross amount carried | 10,312 | |||
Accumulated depreciation | (284) | |||
Transportation - Memphis, TN | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,570 | |||
Buildings, Fixtures and Improvements | 16,601 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 20,171 | |||
Accumulated depreciation | (4,301) | |||
Transportation - Columbus, OH | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 0 | |||
Buildings, Fixtures and Improvements | 19,637 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 19,637 | |||
Accumulated depreciation | (4,792) | |||
Food & Staples Retailing - Deerfield, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 4,093 | |||
Buildings, Fixtures and Improvements | 11,512 | |||
Adjustments subsequent to acquisition | (7,752) | |||
Gross amount carried | 7,852 | |||
Accumulated depreciation | 0 | |||
Food & Staples Retailing - Deerfield, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 4,262 | |||
Buildings, Fixtures and Improvements | 11,988 | |||
Adjustments subsequent to acquisition | (8,073) | |||
Gross amount carried | 8,177 | |||
Accumulated depreciation | 0 | |||
Food & Staples Retailing - Deerfield, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 4,082 | |||
Buildings, Fixtures and Improvements | 11,483 | |||
Adjustments subsequent to acquisition | (7,733) | |||
Gross amount carried | 7,833 | |||
Accumulated depreciation | 0 | |||
Food & Staples Retailing - Deerfield, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 4,089 | |||
Buildings, Fixtures and Improvements | 11,503 | |||
Adjustments subsequent to acquisition | (7,746) | |||
Gross amount carried | 7,846 | |||
Accumulated depreciation | 0 | |||
Food & Staples Retailing - Deerfield, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,586 | |||
Buildings, Fixtures and Improvements | 7,274 | |||
Adjustments subsequent to acquisition | (4,899) | |||
Gross amount carried | 4,962 | |||
Accumulated depreciation | 0 | |||
Food & Staples Retailing - Deerfield, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,181 | |||
Buildings, Fixtures and Improvements | 8,947 | |||
Adjustments subsequent to acquisition | (6,025) | |||
Gross amount carried | 6,103 | |||
Accumulated depreciation | 0 | |||
Capital Goods - Cedar Rapids, IA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,000 | |||
Buildings, Fixtures and Improvements | 12,981 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 13,981 | |||
Accumulated depreciation | (3,044) | |||
Consumer Durables & Apparel - Providence, RI | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,550 | |||
Buildings, Fixtures and Improvements | 21,779 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 24,329 | |||
Accumulated depreciation | (4,954) | |||
Vacant - Buffalo Grove, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,130 | |||
Buildings, Fixtures and Improvements | 17,353 | |||
Adjustments subsequent to acquisition | (15,483) | |||
Gross amount carried | 5,000 | |||
Accumulated depreciation | 0 | |||
Materials - East Windsor, NJ | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 240 | |||
Buildings, Fixtures and Improvements | 13,446 | |||
Adjustments subsequent to acquisition | (6) | |||
Gross amount carried | 13,680 | |||
Accumulated depreciation | (2,948) | |||
Media & Entertainment - East Syracuse, NY | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 880 | |||
Buildings, Fixtures and Improvements | 15,817 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 16,697 | |||
Accumulated depreciation | (3,483) | |||
Commercial & Professional Services - Schaumburg, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,313 | |||
Buildings, Fixtures and Improvements | 6,532 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 9,845 | |||
Accumulated depreciation | (36) | |||
Capital Goods - Blair, NE | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 558 | |||
Buildings, Fixtures and Improvements | 1,210 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 1,768 | |||
Accumulated depreciation | (8) | |||
Consumer Durables & Apparel - Englewood, CO | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,354 | |||
Buildings, Fixtures and Improvements | 14,714 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 18,068 | |||
Accumulated depreciation | (76) | |||
Financial Institutions - Hopewell, NJ | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 19,325 | |||
Buildings, Fixtures and Improvements | 57,846 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 77,171 | |||
Accumulated depreciation | (282) | |||
Financial Institutions - Warwick, RI | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,358 | |||
Buildings, Fixtures and Improvements | 3,983 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 5,340 | |||
Accumulated depreciation | (20) | |||
Government & Public Services - Cocoa, FL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 450 | |||
Buildings, Fixtures and Improvements | 949 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 1,399 | |||
Accumulated depreciation | (5) | |||
Government & Public Services - Fort Worth, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 572 | |||
Buildings, Fixtures and Improvements | 3,985 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 4,557 | |||
Accumulated depreciation | (20) | |||
Government & Public Services - Grangeville, ID | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,385 | |||
Buildings, Fixtures and Improvements | 3,436 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 4,821 | |||
Accumulated depreciation | (24) | |||
Government & Public Services - Plattsburgh, NY | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,136 | |||
Buildings, Fixtures and Improvements | 2,487 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 3,622 | |||
Accumulated depreciation | (14) | |||
Government & Public Services - Ponce, PR | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 457 | |||
Buildings, Fixtures and Improvements | 2,832 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 3,288 | |||
Accumulated depreciation | (15) | |||
Health Care Equipment & Services - Indianapolis, IN | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,430 | |||
Buildings, Fixtures and Improvements | 4,386 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 5,816 | |||
Accumulated depreciation | (23) | |||
Health Care Equipment & Services - Irving, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 9,267 | |||
Buildings, Fixtures and Improvements | 19,852 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 29,120 | |||
Accumulated depreciation | (98) | |||
Health Care Equipment & Services - Waukegan, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 636 | |||
Buildings, Fixtures and Improvements | 4,136 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 4,772 | |||
Accumulated depreciation | (20) | |||
Telecommunication Services - Nashville, TN | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,588 | |||
Buildings, Fixtures and Improvements | 9,587 | |||
Adjustments subsequent to acquisition | 86 | |||
Gross amount carried | 12,261 | |||
Accumulated depreciation | (48) | |||
Telecommunication Services - Richardson, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,187 | |||
Buildings, Fixtures and Improvements | 21,037 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 22,224 | |||
Accumulated depreciation | (100) | |||
Insurance - Buffalo, NY | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 4,710 | |||
Buildings, Fixtures and Improvements | 36,740 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 41,450 | |||
Accumulated depreciation | (179) | |||
Health Care Equipment & Services - Fresno, CA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 4,454 | |||
Buildings, Fixtures and Improvements | 17,292 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 21,746 | |||
Accumulated depreciation | (86) | |||
Insurance - Oklahoma City, OK | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,393 | |||
Buildings, Fixtures and Improvements | 22,998 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 26,391 | |||
Accumulated depreciation | (117) | |||
Health Care Equipment & Services - Phoenix, AZ | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 4,786 | |||
Buildings, Fixtures and Improvements | 21,346 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 26,132 | |||
Accumulated depreciation | (110) | |||
Health Care Equipment & Services - Plano, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 9,834 | |||
Buildings, Fixtures and Improvements | 35,893 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 45,727 | |||
Accumulated depreciation | (178) | |||
Insurance - Urbana, MD | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 4,028 | |||
Buildings, Fixtures and Improvements | 19,888 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 23,916 | |||
Accumulated depreciation | (101) | |||
Software & Services - Amherst, NY | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,561 | |||
Buildings, Fixtures and Improvements | 3,186 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 6,747 | |||
Accumulated depreciation | (24) | |||
Retailing - Santee, CA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 0 | |||
Buildings, Fixtures and Improvements | 9,859 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 9,859 | |||
Accumulated depreciation | (50) | |||
Capital Goods - Annandale, NJ | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 847 | |||
Buildings, Fixtures and Improvements | 3,657 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 4,503 | |||
Accumulated depreciation | (20) | |||
Capital Goods - Duluth, GA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,684 | |||
Buildings, Fixtures and Improvements | 14,786 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 18,470 | |||
Accumulated depreciation | (75) | |||
Materials - Glen Burnie, MD | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,095 | |||
Buildings, Fixtures and Improvements | 11,465 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 14,561 | |||
Accumulated depreciation | (56) | |||
Energy - Longmont, CO | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,106 | |||
Buildings, Fixtures and Improvements | 12,543 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 14,649 | |||
Accumulated depreciation | (62) | |||
Pharmaceuticals, Biotechnology & Life Sciences - Malvern, PA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,853 | |||
Buildings, Fixtures and Improvements | 25,296 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 29,149 | |||
Accumulated depreciation | (128) | |||
Capital Goods - Malvern, PA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,607 | |||
Buildings, Fixtures and Improvements | 10,844 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 13,451 | |||
Accumulated depreciation | (59) | |||
Pharmaceuticals, Biotechnology & Life Sciences - Parsippany, NJ | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 9,537 | |||
Buildings, Fixtures and Improvements | 9,174 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 18,711 | |||
Accumulated depreciation | (55) | |||
Health Care Equipment & Services - San Antonio, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,125 | |||
Buildings, Fixtures and Improvements | 15,424 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 17,550 | |||
Accumulated depreciation | (77) | |||
Software & Services - Bedford, MA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 22,381 | |||
Buildings, Fixtures and Improvements | 26,029 | |||
Adjustments subsequent to acquisition | 4 | |||
Gross amount carried | 48,414 | |||
Accumulated depreciation | (145) | |||
Commercial And Professional Services - Dublin, OH | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,287 | |||
Buildings, Fixtures and Improvements | 4,688 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 5,975 | |||
Accumulated depreciation | (24) | |||
Commercial & Professional Services - Lawrence, KS | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,576 | |||
Buildings, Fixtures and Improvements | 2,996 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 6,572 | |||
Accumulated depreciation | (19) | |||
Commercial & Professional Services - Lawrence, KS | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,334 | |||
Buildings, Fixtures and Improvements | 3,450 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 6,783 | |||
Accumulated depreciation | (21) | |||
Software & Services - Lincoln, NE | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 0 | |||
Buildings, Fixtures and Improvements | 6,587 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 6,587 | |||
Accumulated depreciation | (38) | |||
Media & Entertainment - Milwaukee, WI | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,727 | |||
Buildings, Fixtures and Improvements | 18,083 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 20,810 | |||
Accumulated depreciation | (87) | |||
Health Care Equipment & Services - Nashville, TN | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,165 | |||
Buildings, Fixtures and Improvements | 11,749 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 12,914 | |||
Accumulated depreciation | (59) | |||
Capital Goods - Sterling, VA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 10,515 | |||
Buildings, Fixtures and Improvements | 25,393 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 35,908 | |||
Accumulated depreciation | (129) | |||
Capital Goods - Tulsa, OK | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,904 | |||
Buildings, Fixtures and Improvements | 1,238 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 3,142 | |||
Accumulated depreciation | (7) | |||
Consumer Services - Tulsa, OK | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 6,865 | |||
Buildings, Fixtures and Improvements | 34,716 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 41,581 | |||
Accumulated depreciation | (165) | |||
Health Care Equipment & Services - Berkeley, MO | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 0 | |||
Buildings, Fixtures and Improvements | 9,163 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 9,163 | |||
Accumulated depreciation | (54) | |||
Retailing - Kennesaw, GA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 0 | |||
Buildings, Fixtures and Improvements | 11,141 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 11,141 | |||
Accumulated depreciation | (62) | |||
Health Care Equipment & Services - Northbrook, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 3,529 | |||
Buildings, Fixtures and Improvements | 10,909 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 14,439 | |||
Accumulated depreciation | (56) | |||
Retailing - The Woodlands, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,550 | |||
Buildings, Fixtures and Improvements | 17,481 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 20,031 | |||
Accumulated depreciation | (87) | |||
General Service Administration - Covington, KY | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 4,087 | |||
Buildings, Fixtures and Improvements | 56,990 | |||
Adjustments subsequent to acquisition | 3 | |||
Gross amount carried | 61,081 | |||
Accumulated depreciation | (272) | |||
Consumer Durables & Apparel - Denver, CO | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 5,707 | |||
Buildings, Fixtures and Improvements | 36,047 | |||
Adjustments subsequent to acquisition | 602 | |||
Gross amount carried | 42,356 | |||
Accumulated depreciation | (177) | |||
Vacant - Englewood, CO | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,291 | |||
Buildings, Fixtures and Improvements | 2,989 | |||
Adjustments subsequent to acquisition | 16 | |||
Gross amount carried | 5,296 | |||
Accumulated depreciation | (18) | |||
Vacant - Richardson, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 2,047 | |||
Buildings, Fixtures and Improvements | 12,733 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 14,780 | |||
Accumulated depreciation | (68) | |||
Vacant - Ridley Park, PA | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 0 | |||
Buildings, Fixtures and Improvements | 143 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 143 | |||
Accumulated depreciation | (2) | |||
Vacant - Schaumburg, IL | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 1,573 | |||
Buildings, Fixtures and Improvements | 787 | |||
Adjustments subsequent to acquisition | 0 | |||
Gross amount carried | 2,360 | |||
Accumulated depreciation | (5) | |||
Materials - The Woodlands, TX | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Write-down or Reserve [Line Items] | ||||
Amount of encumbrances | 0 | |||
Land | 5,776 | |||
Buildings, Fixtures and Improvements | 14,234 | |||
Adjustments subsequent to acquisition | 225 | |||
Gross amount carried | 20,233 | |||
Accumulated depreciation | $ (79) |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation - Gross Real Estate Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Balance, beginning of year | $ 634,019 | $ 659,441 | $ 664,548 |
Additions: | |||
Acquisitions/improvements | 927,001 | 457 | 466 |
Deductions/Other | |||
Sold or disposed of | (657) | (119) | 0 |
Impairments | (77,636) | (25,760) | 0 |
Other | (982) | 0 | (5,573) |
Balance, end of year | $ 1,481,745 | $ 634,019 | $ 659,441 |
Schedule III - Real Estate an_4
Schedule III - Real Estate and Accumulated Depreciation - Reconciliation of Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | |||
Beginning balance | $ 136,143 | $ 125,311 | $ 107,081 |
Additions: | |||
Depreciation expense | 20,805 | 18,040 | 18,230 |
Deductions/Other | |||
Sold or disposed of | (657) | (119) | 0 |
Impairments | (27,947) | (7,089) | 0 |
Other | (235) | 0 | 0 |
Ending balance | $ 128,109 | $ 136,143 | $ 125,311 |
VEREIT Office Assets, Organiz_3
VEREIT Office Assets, Organization and Summary of Significant Accounting Policies (Details) ft² in Millions | 10 Months Ended | 12 Months Ended | |||
Oct. 31, 2021USD ($)ft²propertystatesegmentjointVenture | Dec. 31, 2021USD ($)ft²propertystate | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Real Estate Properties [Line Items] | |||||
Number of properties | property | 92 | ||||
Area of real estate property | ft² | 10.5 | ||||
Number of states with real estate properties owned | state | 29 | ||||
Total real estate investments, at cost | $ 1,481,745,000 | $ 634,019,000 | |||
Restricted cash | 0 | $ 3,915,000 | $ 3,719,000 | $ 2,850,000 | |
Franchise and state and local tax expense | $ 200,000 | ||||
Minimum | |||||
Real Estate Properties [Line Items] | |||||
Impairment considerations, disposal period (more likely than not) | 12 months | ||||
Maximum | |||||
Real Estate Properties [Line Items] | |||||
Impairment considerations, disposal period (more likely than not) | 24 months | ||||
VEREIT Office Assets | |||||
Real Estate Properties [Line Items] | |||||
Number of reportable segments | segment | 1 | ||||
Number of properties | property | 52 | ||||
Number of states with real estate properties owned | state | 25 | ||||
Number of equity method investments | jointVenture | 1 | ||||
Ownership | 20.00% | 20.00% | |||
Total real estate investments, at cost | $ 1,650,893,000 | $ 1,700,207,000 | |||
Goodwill, impairment loss | $ 0 | 0 | 0 | ||
Restricted cash | 8,000 | 3,014,000 | 2,701,000 | $ 2,391,000 | |
Franchise and state and local tax expense | $ 500,000 | $ 600,000 | |||
VEREIT Office Assets | Minimum | |||||
Real Estate Properties [Line Items] | |||||
Impairment considerations, disposal period (more likely than not) | 12 months | ||||
VEREIT Office Assets | Maximum | |||||
Real Estate Properties [Line Items] | |||||
Impairment considerations, disposal period (more likely than not) | 24 months | ||||
VEREIT Office Assets | Building and Building Improvements | |||||
Real Estate Properties [Line Items] | |||||
Real estate assets, useful life | 40 years | ||||
VEREIT Office Assets | Land Improvements | |||||
Real Estate Properties [Line Items] | |||||
Real estate assets, useful life | 15 years | ||||
VEREIT Office Assets | Consolidated Joint Venture | |||||
Real Estate Properties [Line Items] | |||||
Number of properties | property | 1 | ||||
Area of real estate property | ft² | 7.6 | ||||
VEREIT Office Assets | Unconsolidated Joint Venture | |||||
Real Estate Properties [Line Items] | |||||
Number of properties | property | 5 | 4 | |||
Area of real estate property | ft² | 0.8 | ||||
Number of states with real estate properties owned | state | 5 | ||||
Total real estate investments, at cost | $ 196,200,000 | $ 169,300,000 | |||
Total debt outstanding | 118,400,000 | 102,600,000 | |||
VEREIT, Inc. | |||||
Real Estate Properties [Line Items] | |||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 |
VEREIT Office Assets, Real Es_3
VEREIT Office Assets, Real Estate Investments and Related Intangibles - Property Dispositions (Details) - VEREIT Office Assets $ in Thousands | 10 Months Ended | 12 Months Ended | |
Oct. 31, 2021USD ($) | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | |
Real Estate [Line Items] | |||
Number of real estate properties disposed | property | 3 | ||
Aggregate sales price | $ 135,500 | ||
Net proceeds from sale of real estate | 116,400 | ||
Gains on disposition of real estate assets | $ 0 | $ 9,765 | $ 0 |
VEREIT Office Assets, Real Es_4
VEREIT Office Assets, Real Estate Investments and Related Intangibles - Intangible Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible lease assets: | ||||
Intangible lease assets, net | $ 298,107 | $ 28,680 | ||
Intangible lease liabilities: | ||||
Weighted-Average Useful Life (Years) | 7 years 6 months | |||
Lease intangible liabilities, net | $ 20,609 | 7,221 | ||
Below market-leases accumulated amortization | $ 14,459 | 13,482 | ||
In-place leases | ||||
Intangible lease assets: | ||||
Weighted-Average Useful Life (Years) | 4 years 9 months 18 days | |||
Intangible lease assets, net | $ 272,743 | 25,800 | ||
Accumulated amortization | $ 65,247 | 71,633 | ||
Leasing commissions | ||||
Intangible lease assets: | ||||
Weighted-Average Useful Life (Years) | 13 years 4 months 24 days | |||
Intangible lease assets, net | $ 10,349 | 0 | ||
Accumulated amortization | $ 456 | 456 | ||
Above-market lease assets and deferred lease incentives | ||||
Intangible lease assets: | ||||
Weighted-Average Useful Life (Years) | 5 years | |||
Intangible lease assets, net | $ 15,015 | 2,880 | ||
Accumulated amortization | 6,239 | 7,166 | ||
Above‑ and below-market leases and deferred lease incentives | ||||
Intangible lease liabilities: | ||||
Amortization expense | 1,000 | 800 | $ 900 | |
In-place leases, leasing commissions and other lease intangibles | ||||
Intangible lease liabilities: | ||||
Amortization expense | $ 23,100 | 7,900 | 8,700 | |
VEREIT Office Assets | ||||
Intangible lease assets: | ||||
Intangible lease assets, net | $ 44,484 | 57,013 | ||
Intangible lease liabilities: | ||||
Weighted-Average Useful Life (Years) | 10 years 3 months 18 days | |||
Lease intangible liabilities, net | $ 5,308 | 7,188 | ||
Below market-leases accumulated amortization | 18,504 | 17,553 | ||
Amortization expense | $ 29 | 67 | (231) | |
VEREIT Office Assets | In-place leases | ||||
Intangible lease assets: | ||||
Weighted-Average Useful Life (Years) | 10 years 1 month 6 days | |||
Intangible lease assets, net | $ 29,091 | 40,622 | ||
Accumulated amortization | $ 119,604 | 118,093 | ||
VEREIT Office Assets | Leasing commissions | ||||
Intangible lease assets: | ||||
Weighted-Average Useful Life (Years) | 9 years 1 month 6 days | |||
Intangible lease assets, net | $ 8,744 | 7,974 | ||
Accumulated amortization | $ 5,679 | 4,211 | ||
VEREIT Office Assets | Above-market lease assets and deferred lease incentives | ||||
Intangible lease assets: | ||||
Weighted-Average Useful Life (Years) | 9 years 9 months 18 days | |||
Intangible lease assets, net | $ 6,649 | 8,417 | ||
Accumulated amortization | 14,793 | 12,974 | ||
VEREIT Office Assets | Above‑ and below-market leases and deferred lease incentives | ||||
Intangible lease liabilities: | ||||
Amortization expense | 29 | 67 | 231 | |
VEREIT Office Assets | In-place leases, leasing commissions and other lease intangibles | ||||
Intangible lease liabilities: | ||||
Amortization expense | $ 13,000 | $ 17,800 | $ 19,200 |
VEREIT Office Assets, Real Es_5
VEREIT Office Assets, Real Estate Investments and Related Intangibles - Projected Amortization Expense and Adjustments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 31, 2021 |
Below-market lease liabilities: | ||
2022 | $ 6,443 | |
2023 | 6,091 | |
2024 | 3,786 | |
2025 | 1,036 | |
In-place leases | ||
In-place leases: | ||
2022 | 94,659 | |
2023 | 73,859 | |
2024 | 49,213 | |
2025 | 21,652 | |
Leasing commissions | ||
In-place leases: | ||
2022 | 850 | |
2023 | 850 | |
2024 | 841 | |
2025 | 836 | |
Above-market lease assets and deferred lease incentives | ||
In-place leases: | ||
2022 | 5,171 | |
2023 | 4,791 | |
2024 | 2,998 | |
2025 | $ 860 | |
VEREIT Office Assets | ||
Below-market lease liabilities: | ||
Remainder of 2021 | $ 345 | |
2022 | 2,003 | |
2023 | 1,878 | |
2024 | 854 | |
2025 | 208 | |
VEREIT Office Assets | In-place leases | ||
In-place leases: | ||
Remainder of 2021 | 2,191 | |
2022 | 10,475 | |
2023 | 9,142 | |
2024 | 5,512 | |
2025 | 1,156 | |
VEREIT Office Assets | Leasing commissions | ||
In-place leases: | ||
Remainder of 2021 | 288 | |
2022 | 1,692 | |
2023 | 1,290 | |
2024 | 1,201 | |
2025 | 1,020 | |
VEREIT Office Assets | Above-market lease assets and deferred lease incentives | ||
In-place leases: | ||
Remainder of 2021 | 373 | |
2022 | 2,223 | |
2023 | 2,186 | |
2024 | 1,104 | |
2025 | $ 354 |
VEREIT Office Assets, Real Es_6
VEREIT Office Assets, Real Estate Investments and Related Intangibles - Consolidated Joint Ventures Narrative (Details) | 10 Months Ended | 12 Months Ended | |
Oct. 31, 2021USD ($)propertyjointVenture | Dec. 31, 2021USD ($)propertyjointVenture | Dec. 31, 2020USD ($)jointVentureproperty | |
Schedule of Equity Method Investments [Line Items] | |||
Number of properties | property | 92 | ||
Total assets | $ 1,759,478,000 | $ 546,431,000 | |
Real estate investments, net | 1,353,636,000 | 497,876,000 | |
Long-term Debt, Gross | 620,000,000 | ||
Mortgages payable assumed in connection with acquisitions | |||
Schedule of Equity Method Investments [Line Items] | |||
Long-term Debt, Gross | $ 0 | 36,476,000 | |
Joint ventures | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of joint ventures | jointVenture | 1 | ||
Number of properties | property | 1 | ||
Total assets | $ 27,400,000 | ||
Real estate investments, net | $ 26,100,000 | ||
VEREIT Office Assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of properties | property | 52 | ||
Total assets | $ 1,336,725,000 | 1,412,359,000 | |
Real estate investments, net | $ 1,122,726,000 | $ 1,196,015,000 | |
VEREIT Office Assets | Joint ventures | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of joint ventures | jointVenture | 1 | 1 | |
Number of properties | property | 1 | 1 | |
Total assets | $ 30,700,000 | $ 33,000,000 | |
Real estate investments, net | 27,700,000 | 29,100,000 | |
VEREIT Office Assets | Joint ventures | Consolidated Properties | Mortgages payable assumed in connection with acquisitions | |||
Schedule of Equity Method Investments [Line Items] | |||
Long-term Debt, Gross | $ 0 | $ 14,800,000 |
VEREIT Office Assets, Real Es_7
VEREIT Office Assets, Real Estate Investments and Related Intangibles - Impairments (Details) | 10 Months Ended | 12 Months Ended | ||
Oct. 31, 2021USD ($)property | Dec. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property | |
Real Estate Properties [Line Items] | ||||
Number of properties | property | 10 | 1 | ||
Provisions for impairment | $ | $ 49,859,000 | $ 18,671,000 | $ 0 | |
VEREIT Office Assets | ||||
Real Estate Properties [Line Items] | ||||
Number of properties | property | 4 | 2 | 2 | |
Provisions for impairment | $ | $ 28,100,000 | $ 9,300,000 | $ 3,500,000 | |
VEREIT Office Assets | Discount Rate | Assets impaired during the ten months ended October 31, 2021 | Weighted Average | ||||
Real Estate Properties [Line Items] | ||||
Alternative investment, measurement input | 0.090 | |||
VEREIT Office Assets | Discount Rate | Assets Impaired During The Twelve Months Ended December 31 2020 | Weighted Average | ||||
Real Estate Properties [Line Items] | ||||
Alternative investment, measurement input | 0.089 | |||
VEREIT Office Assets | Capitalization Rate | Assets impaired during the ten months ended October 31, 2021 | Weighted Average | ||||
Real Estate Properties [Line Items] | ||||
Alternative investment, measurement input | 0.085 | |||
VEREIT Office Assets | Capitalization Rate | Assets Impaired During The Twelve Months Ended December 31 2020 | Weighted Average | ||||
Real Estate Properties [Line Items] | ||||
Alternative investment, measurement input | 0.084 |
VEREIT Office Assets, Mortgag_2
VEREIT Office Assets, Mortgage Notes Payable, Net - Narrative (Details) $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)property |
Debt Instrument [Line Items] | ||
Mortgages outstanding | $ 616,847 | $ 37,052 |
Weighted average interest rate | 2.77% | |
Mortgages payable assumed in connection with acquisitions | ||
Debt Instrument [Line Items] | ||
Mortgages outstanding | $ 0 | 37,052 |
VEREIT Office Assets | Mortgages payable assumed in connection with acquisitions | ||
Debt Instrument [Line Items] | ||
Mortgages outstanding | 217,600 | |
Unamortized premium, net | 100 | |
Debt issuance costs, net | $ 300 | |
Weighted average interest rate | 4.64% | |
Number of real estate properties used as collateral | property | 12 | |
Net carrying value of collateralized properties | $ 368,400 | |
Fair value of debt | $ 222,500 |
VEREIT Office Assets, Leases -
VEREIT Office Assets, Leases - Narrative (Details) $ in Thousands | 10 Months Ended | 12 Months Ended | ||
Oct. 31, 2021USD ($)propertylease | Dec. 31, 2021USD ($)property | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessor, Lease, Description [Line Items] | ||||
Number of properties | property | 92 | |||
Lessee, operating lease, discount rate | 3.14% | |||
Operating lease, cost | $ | $ 300 | $ 100 | $ 100 | |
Minimum | ||||
Lessor, Lease, Description [Line Items] | ||||
Lessor, operating leases, term | 29 days | 3 months 18 days | ||
Lessee, operating lease, remaining lease term | 10 months 24 days | |||
Maximum | ||||
Lessor, Lease, Description [Line Items] | ||||
Lessor, operating leases, term | 16 years 3 months 3 days | 13 years 1 month 13 days | ||
Lessee, operating lease, remaining lease term | 63 years | |||
VEREIT Office Assets | ||||
Lessor, Lease, Description [Line Items] | ||||
Number of properties | property | 52 | |||
Number of properties subject to ground leases | lease | 1 | |||
Lessee, operating lease, remaining lease term | 35 years 9 months 18 days | |||
Lessee, operating lease, discount rate | 5.17% | |||
Operating lease, cost | $ | $ 246 | $ 328 | $ 328 | |
VEREIT Office Assets | Minimum | ||||
Lessor, Lease, Description [Line Items] | ||||
Lessor, operating leases, term | 2 months 1 day | |||
VEREIT Office Assets | Maximum | ||||
Lessor, Lease, Description [Line Items] | ||||
Lessor, operating leases, term | 11 years 7 months 2 days |
VEREIT Office Assets, Leases _2
VEREIT Office Assets, Leases - Rental Revenue (Details) - VEREIT Office Assets - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessor, Lease, Description [Line Items] | |||
Cash rent | $ 109,582 | $ 132,402 | $ 141,541 |
Straight-line rent | (4,889) | (869) | (42) |
Lease intangible amortization | (29) | (67) | 231 |
Property operating cost reimbursements | 3,270 | 3,794 | 3,690 |
Total fixed | 107,934 | 135,260 | 145,420 |
Variable | 26,806 | 35,044 | 36,649 |
Total rental revenue | $ 134,740 | $ 170,304 | $ 182,069 |
VEREIT Office Assets, Leases _3
VEREIT Office Assets, Leases - Maturities of Lease Payments Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 31, 2021 |
Future Minimum Operating Lease Payments | ||
2022 | $ 153,592 | |
2023 | 128,580 | |
2024 | 96,850 | |
2025 | 64,544 | |
2026 | 61,916 | |
Thereafter | 239,317 | |
Total | $ 744,799 | |
VEREIT Office Assets | ||
Future Minimum Operating Lease Payments | ||
November 1, 2021 - December 31, 2021 | $ 15,683 | |
2022 | 110,872 | |
2023 | 95,130 | |
2024 | 72,361 | |
2025 | 38,980 | |
2026 | 29,951 | |
Thereafter | 34,357 | |
Total | $ 397,334 |
VEREIT Office Assets, Leases _4
VEREIT Office Assets, Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | |||
2022 | $ 1,008 | $ 107 | |
2023 | 778 | 111 | |
2024 | 452 | 113 | |
2025 | 442 | 113 | |
2026 | 442 | 113 | |
Thereafter | 13,383 | 3,432 | |
Total | 16,505 | 3,989 | |
Less: imputed interest | 6,248 | 1,887 | |
Operating lease liabilities | $ 10,257 | 2,102 | |
VEREIT Office Assets | |||
Lessee, Lease, Description [Line Items] | |||
November 1, 2021 - December 31, 2021 | $ 55 | ||
2022 | 329 | ||
2023 | 329 | ||
2024 | 329 | ||
2025 | 329 | ||
2026 | 329 | ||
Thereafter | 10,062 | ||
Total | 11,762 | ||
Less: imputed interest | 6,403 | ||
Operating lease liabilities | $ 5,359 | $ 5,403 |