Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | |
Cover Page | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35263 | ||
Entity Registrant Name | VEREIT, Inc. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 45-2482685 | ||
Entity Address, Address Line One | 2325 E. Camelback Road, 9th Floor | ||
Entity Address, City or Town | Phoenix | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85016 | ||
City Area Code | (800) | ||
Local Phone Number | 606-3610 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6.9 | ||
Entity Common Stock, Shares Outstanding | 229,029,658 | ||
Documents Incorporated by Reference | Certain portions of VEREIT, Inc.’s Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended, are incorporated by reference into this Annual Report on Form 10-K. Other than those portions of the Proxy Statement specifically incorporated by reference pursuant to Items 10 through 14 of Part III hereof, no other portions of the Proxy Statement shall be deemed so incorporated. | ||
Entity Central Index Key | 0001507385 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Stock [Member] | |||
Cover Page | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | VER | ||
Security Exchange Name | NYSE | ||
NEW YORK STOCK EXCHANGE, INC. [Member] | Series F Preferred Stock [Member] | |||
Cover Page | |||
Title of 12(b) Security | 6.70% Series F Cumulative Redeemable Preferred Stock | ||
Trading Symbol | VER PRF | ||
Security Exchange Name | NYSE | ||
VEREIT Operating Partnership, L.P. [Member] | |||
Cover Page | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 333-197780 | ||
Entity Registrant Name | VEREIT Operating Partnership, L.P. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-1255683 | ||
Entity Address, Address Line One | 2325 E. Camelback Road, 9th Floor | ||
Entity Address, City or Town | Phoenix | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85016 | ||
City Area Code | (800) | ||
Local Phone Number | 606-3610 | ||
Entity 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 | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0001528059 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Real estate investments, at cost: | ||
Land | $ 2,699,110 | $ 2,738,679 |
Buildings, fixtures and improvements | 10,032,055 | 10,200,550 |
Intangible lease assets | 1,872,461 | 1,904,641 |
Total real estate investments, at cost | 14,603,626 | 14,843,870 |
Less: accumulated depreciation and amortization | 3,863,732 | 3,594,247 |
Total real estate investments, net | 10,739,894 | 11,249,623 |
Operating lease right-of-use assets | 195,518 | 215,227 |
Investment in unconsolidated entities | 81,639 | 68,825 |
Cash and cash equivalents | 523,539 | 12,921 |
Restricted cash | 13,842 | 20,959 |
Rent and tenant receivables and other assets, net | 366,620 | 348,395 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 65,583 | 26,957 |
Total assets | 13,324,408 | 13,280,680 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,328,835 | 1,528,134 |
Corporate bonds, net | 4,584,230 | 2,813,739 |
Convertible debt, net | 0 | 318,183 |
Credit facility, net | 0 | 1,045,669 |
Below-market lease liabilities, net | 120,938 | 143,583 |
Accounts payable and accrued expenses | 117,015 | 126,320 |
Derivative, deferred rent and other liabilities | 63,204 | 90,349 |
Distributions payable | 89,514 | 150,364 |
Operating lease liabilities | 209,104 | 221,061 |
Total liabilities | 6,512,840 | 6,437,402 |
Commitments and contingencies (Note 10) | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 18,871,246 and 30,871,246 issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 189 | 309 |
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 228,881,547 and 215,369,197 issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 2,289 | 2,153 |
Additional paid-in capital | 13,449,412 | 13,260,577 |
Accumulated other comprehensive income (loss) | 536 | (27,670) |
Accumulated deficit | (6,648,028) | (6,399,626) |
Total stockholders’ equity | 6,804,398 | 6,835,743 |
Non-controlling interests | 7,170 | 7,535 |
Total equity | 6,811,568 | 6,843,278 |
Total liabilities and equity | 13,324,408 | 13,280,680 |
VEREIT Operating Partnership, L.P. [Member] | ||
Real estate investments, at cost: | ||
Land | 2,699,110 | 2,738,679 |
Buildings, fixtures and improvements | 10,032,055 | 10,200,550 |
Intangible lease assets | 1,872,461 | 1,904,641 |
Total real estate investments, at cost | 14,603,626 | 14,843,870 |
Less: accumulated depreciation and amortization | 3,863,732 | 3,594,247 |
Total real estate investments, net | 10,739,894 | 11,249,623 |
Operating lease right-of-use assets | 195,518 | 215,227 |
Investment in unconsolidated entities | 81,639 | 68,825 |
Cash and cash equivalents | 523,539 | 12,921 |
Restricted cash | 13,842 | 20,959 |
Rent and tenant receivables and other assets, net | 366,620 | 348,395 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 65,583 | 26,957 |
Total assets | 13,324,408 | 13,280,680 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,328,835 | 1,528,134 |
Corporate bonds, net | 4,584,230 | 2,813,739 |
Convertible debt, net | 0 | 318,183 |
Credit facility, net | 0 | 1,045,669 |
Below-market lease liabilities, net | 120,938 | 143,583 |
Accounts payable and accrued expenses | 117,015 | 126,320 |
Derivative, deferred rent and other liabilities | 63,204 | 90,349 |
Distributions payable | 89,514 | 150,364 |
Operating lease liabilities | 209,104 | 221,061 |
Total liabilities | 6,512,840 | 6,437,402 |
Commitments and contingencies (Note 10) | ||
Total partners’ equity | 6,810,394 | 6,842,045 |
Non-controlling interests | 1,174 | 1,233 |
Total equity | 6,811,568 | 6,843,278 |
Total liabilities and equity | 13,324,408 | 13,280,680 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 254,294 | 460,504 |
Limited Partners' capital account | 1,787 | 1,869 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 6,550,104 | 6,375,239 |
Limited Partners' capital account | $ 4,209 | $ 4,433 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (shares) | 18,871,246 | 30,871,246 |
Preferred stock, shares outstanding (shares) | 18,871,246 | 30,871,246 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (shares) | 228,881,547 | 215,369,197 |
Common stock, shares outstanding (shares) | 228,881,547 | 215,369,197 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
General partners', units issued (shares) | 18,871,246 | 30,871,246 |
General partners', units outstanding (shares) | 18,871,246 | 30,871,246 |
Limited partners', units issued (shares) | 49,766 | 49,766 |
Limited partners', units outstanding (shares) | 49,766 | 49,766 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
General partners', units issued (shares) | 228,881,547 | 215,369,197 |
General partners', units outstanding (shares) | 228,881,547 | 215,369,197 |
Limited partners', units issued (shares) | 152,033 | 157,343 |
Limited partners', units outstanding (shares) | 152,033 | 157,343 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Total revenues | $ 1,161,366,000 | $ 1,238,054,000 | $ 1,258,028,000 | |
Operating expenses: | ||||
Acquisition-related | 4,790,000 | 4,337,000 | 3,632,000 | |
Litigation and non-routine costs, net | 2,348,000 | 815,422,000 | 290,963,000 | |
Property operating | 122,967,000 | 129,769,000 | 126,461,000 | |
General and administrative | 61,349,000 | 62,711,000 | 63,933,000 | |
Depreciation and amortization | 452,008,000 | 481,995,000 | 640,618,000 | |
Impairments | 65,075,000 | 47,091,000 | 54,647,000 | |
Restructuring | 0 | 10,505,000 | 0 | |
Total operating expenses | 708,537,000 | 1,551,830,000 | 1,180,254,000 | |
Other (expenses) income: | ||||
Interest expense | (265,660,000) | (278,574,000) | (280,887,000) | |
(Loss) gain on extinguishment and forgiveness of debt, net | (1,486,000) | (17,910,000) | 5,360,000 | |
Other income, net | 6,610,000 | 12,209,000 | 14,574,000 | |
(Loss) gain on derivative instruments, net | (85,392,000) | (58,000) | 355,000 | |
Equity in income and gain on disposition of unconsolidated entities | 3,539,000 | 2,618,000 | 1,869,000 | |
Gain on disposition of real estate and real estate assets held for sale, net | 95,292,000 | 292,647,000 | 94,331,000 | |
Total other (expenses) income, net | (247,097,000) | 10,932,000 | (164,398,000) | |
Income (loss) before taxes | 205,732,000 | (302,844,000) | (86,624,000) | |
Provision for income taxes | (4,513,000) | (4,262,000) | (5,101,000) | |
Income (loss) from continuing operations | 201,219,000 | (307,106,000) | (91,725,000) | |
Income from discontinued operations, net of income taxes | 0 | 0 | 3,695,000 | |
Net income (loss) | 201,219,000 | (307,106,000) | (88,030,000) | |
Net (income) loss attributable to non-controlling interests | [1] | (91,000) | 6,753,000 | 2,256,000 |
Net income (loss) attributable to the General Partner/OP | $ 201,128,000 | $ (300,353,000) | $ (85,774,000) | |
Basic and diluted net income (loss) per share from continuing operations attributable to common stockholders (in dollars per share) | $ 0.72 | $ (1.85) | $ (0.83) | |
Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0 | 0.02 | |
Basic and diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.72 | $ (1.85) | $ (0.81) | |
VEREIT Operating Partnership, L.P. [Member] | ||||
Total revenues | $ 1,161,366,000 | $ 1,238,054,000 | $ 1,258,028,000 | |
Operating expenses: | ||||
Acquisition-related | 4,790,000 | 4,337,000 | 3,632,000 | |
Litigation and non-routine costs, net | 2,348,000 | 815,422,000 | 290,963,000 | |
Property operating | 122,967,000 | 129,769,000 | 126,461,000 | |
General and administrative | 61,349,000 | 62,711,000 | 63,933,000 | |
Depreciation and amortization | 452,008,000 | 481,995,000 | 640,618,000 | |
Impairments | 65,075,000 | 47,091,000 | 54,647,000 | |
Restructuring | 0 | 10,505,000 | 0 | |
Total operating expenses | 708,537,000 | 1,551,830,000 | 1,180,254,000 | |
Other (expenses) income: | ||||
Interest expense | (265,660,000) | (278,574,000) | (280,887,000) | |
(Loss) gain on extinguishment and forgiveness of debt, net | (1,486,000) | (17,910,000) | 5,360,000 | |
Other income, net | 6,610,000 | 12,209,000 | 14,574,000 | |
(Loss) gain on derivative instruments, net | (85,392,000) | (58,000) | 355,000 | |
Equity in income and gain on disposition of unconsolidated entities | 3,539,000 | 2,618,000 | 1,869,000 | |
Gain on disposition of real estate and real estate assets held for sale, net | 95,292,000 | 292,647,000 | 94,331,000 | |
Total other (expenses) income, net | (247,097,000) | 10,932,000 | (164,398,000) | |
Income (loss) before taxes | 205,732,000 | (302,844,000) | (86,624,000) | |
Provision for income taxes | (4,513,000) | (4,262,000) | (5,101,000) | |
Income (loss) from continuing operations | 201,219,000 | (307,106,000) | (91,725,000) | |
Income from discontinued operations, net of income taxes | 0 | 0 | 3,695,000 | |
Net income (loss) | 201,219,000 | (307,106,000) | (88,030,000) | |
Net (income) loss attributable to non-controlling interests | [2] | 59,000 | 102,000 | 154,000 |
Net income (loss) attributable to the General Partner/OP | $ 201,278,000 | $ (307,004,000) | $ (87,876,000) | |
Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders (in dollars per share) | $ 0.72 | $ (1.85) | $ (0.83) | |
Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0 | 0.02 | |
Basic and diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.72 | $ (1.85) | $ (0.81) | |
Rental Revenue [Member] | ||||
Total revenues | $ 1,158,285,000 | $ 1,237,234,000 | $ 1,257,867,000 | |
Rental Revenue [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Total revenues | 1,158,285,000 | 1,237,234,000 | 1,257,867,000 | |
Fees From Managed Partnership [Member] | ||||
Total revenues | 3,081,000 | 820,000 | 161,000 | |
Fees From Managed Partnership [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Total revenues | $ 3,081,000 | $ 820,000 | $ 161,000 | |
[1] | Represents net (income) loss attributable to limited partners and a consolidated joint venture partner. | |||
[2] | Represents net loss attributable to a consolidated joint venture partner. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Net income (loss) | $ 201,219 | $ (307,106) | $ (88,030) | |
Total other comprehensive income (loss) | ||||
Unrealized (loss) gain on interest rate derivatives | (71,455) | (29,894) | 0 | |
Reclassification of previous unrealized loss on interest rate derivatives into net income (loss) | 99,677 | 2,457 | 313 | |
Unrealized gain (loss) on investment securities, net | 0 | 0 | (205) | |
Reclassification of previous unrealized loss on investment securities into net income (loss) | 0 | 0 | 2,237 | |
Total other comprehensive income (loss) | 28,222 | (27,437) | 2,345 | |
Total comprehensive income (loss) | 229,441 | (334,543) | (85,685) | |
Comprehensive (income) loss attributable to non-controlling interests | [1] | (107) | 7,800 | 2,200 |
Total comprehensive income (loss) attributable to the General Partner / OP | 229,334 | (326,743) | (83,485) | |
VEREIT Operating Partnership, L.P. [Member] | ||||
Net income (loss) | 201,219 | (307,106) | (88,030) | |
Total other comprehensive income (loss) | ||||
Unrealized (loss) gain on interest rate derivatives | (71,455) | (29,894) | 0 | |
Reclassification of previous unrealized loss on interest rate derivatives into net income (loss) | 99,677 | 2,457 | 313 | |
Unrealized gain (loss) on investment securities, net | 0 | 0 | (205) | |
Reclassification of previous unrealized loss on investment securities into net income (loss) | 0 | 0 | 2,237 | |
Total other comprehensive income (loss) | 28,222 | (27,437) | 2,345 | |
Total comprehensive income (loss) | 229,441 | (334,543) | (85,685) | |
Comprehensive (income) loss attributable to non-controlling interests | [2] | 59 | 102 | 154 |
Total comprehensive income (loss) attributable to the General Partner / OP | $ 229,500 | $ (334,441) | $ (85,531) | |
[1] | Represents comprehensive (income) loss attributable to limited partners and a consolidated joint venture partner. | |||
[2] | Represents comprehensive loss attributable to a consolidated joint venture partner. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Deficit [Member] | Parent [Member] | Non-Controlling Interests [Member] |
Beginning balance (shares) at Dec. 31, 2017 | 42,834,138 | 194,841,717 | ||||||
Beginning balance at Dec. 31, 2017 | $ 8,042,876 | $ 428 | $ 1,948 | $ 12,662,052 | $ (3,569) | $ (4,776,581) | $ 7,884,278 | $ 158,598 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of OP Units to Common Stock (in shares) | 6,488 | |||||||
Conversion of OP Units to Common Stock | 0 | 241 | 241 | (241) | ||||
Repurchases of Common Stock under Share Repurchase Programs (in shares) | (1,441,375) | |||||||
Repurchases of Common Stock under Share Repurchase Programs | (50,154) | $ (14) | (50,140) | (50,154) | ||||
Repurchases of Common Stock to settle tax obligation (shares) | (64,901) | |||||||
Repurchases of Common Stock to settle tax obligation | (2,326) | $ (1) | (2,325) | (2,326) | ||||
Equity-based compensation, net (shares) | 161,104 | |||||||
Equity-based compensation, net | 13,314 | $ 2 | 13,312 | 13,314 | ||||
Contributions from non-controlling interest holders | 120 | 120 | ||||||
Distributions declared on common stock | (532,144) | (532,144) | (532,144) | |||||
Distributions to non-controlling interest holders | (13,048) | (13,048) | ||||||
Dividend equivalents on awards granted under the Equity Plan | (917) | 72 | (989) | (917) | ||||
Distributions to preferred shareholders and unitholders | (71,892) | (71,748) | (71,748) | (144) | ||||
Distributions payable relinquished | 0 | |||||||
Net income (loss) | (88,030) | (85,774) | (85,774) | (2,256) | ||||
Other comprehensive income (loss) | 2,345 | 2,289 | 2,289 | 56 | ||||
Ending balance (shares) at Dec. 31, 2018 | 42,834,138 | 193,503,033 | ||||||
Ending balance at Dec. 31, 2018 | 7,300,144 | $ 428 | $ 1,935 | 12,623,212 | (1,280) | (5,467,236) | 7,157,059 | 143,085 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Common Stock, net (shares) | 21,682,014 | |||||||
Issuance of Common Stock, net | 1,014,215 | $ 216 | 1,013,999 | 1,014,215 | ||||
Conversion of OP Units to Common Stock (in shares) | 26,058 | |||||||
Conversion of OP Units to Common Stock | 0 | 1,167 | 1,167 | (1,167) | ||||
Conversion of Series F Preferred Units to Series F Preferred Stock (shares) | 37,108 | |||||||
Conversion of Series F Preferred Units to Series F Preferred Stock | 0 | $ 1 | 922 | 923 | (923) | |||
Redemption of Series F Preferred Stock (in shares) | (12,000,000) | |||||||
Redemption of Series F Preferred Stock | (300,122) | $ (120) | (300,002) | (300,122) | ||||
Repurchases of Common Stock to settle tax obligation (shares) | (40,066) | |||||||
Repurchases of Common Stock to settle tax obligation | (1,618) | (1,618) | (1,618) | |||||
Equity-based compensation, net (shares) | 198,158 | |||||||
Equity-based compensation, net | 13,101 | $ 2 | 13,099 | 13,101 | ||||
Contributions from non-controlling interest holders | 64 | 64 | ||||||
Distributions declared on common stock | (562,195) | (562,195) | (562,195) | |||||
Distributions to non-controlling interest holders | (9,494) | (9,494) | ||||||
Dividend equivalents on awards granted under the Equity Plan | (1,328) | 117 | (1,445) | (1,328) | ||||
Distributions to preferred shareholders and unitholders | (68,488) | (68,397) | (68,397) | (91) | ||||
Repurchase of convertible notes | (470) | (470) | (470) | |||||
Distributions payable relinquished | 12,522 | 12,522 | ||||||
Surrender of Limited Partner OP Units | (218,510) | (91,920) | (91,920) | (126,590) | ||||
Reallocation of equity | 0 | 2,071 | 2,071 | (2,071) | ||||
Net income (loss) | (307,106) | (300,353) | (300,353) | (6,753) | ||||
Other comprehensive income (loss) | (27,437) | (26,390) | (26,390) | (1,047) | ||||
Ending balance (shares) at Dec. 31, 2019 | 30,871,246 | 215,369,197 | ||||||
Ending balance at Dec. 31, 2019 | 6,843,278 | $ 309 | $ 2,153 | 13,260,577 | (27,670) | (6,399,626) | 6,835,743 | 7,535 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Common Stock, net (shares) | 13,297,721 | |||||||
Issuance of Common Stock, net | 478,572 | $ 133 | 478,439 | 478,572 | ||||
Fractional common shares settled in reverse stock split (in shares) | (5,270) | |||||||
Fractional common shares settled in reverse stock split | (205) | (205) | (205) | |||||
Conversion of OP Units to Common Stock (in shares) | 910 | |||||||
Conversion of OP Units to Common Stock | 0 | 44 | 44 | (44) | ||||
Redemption of Limited Partners' Common OP Units | (149) | (149) | ||||||
Redemption of Series F Preferred Stock (in shares) | (12,000,000) | |||||||
Redemption of Series F Preferred Stock | (300,152) | $ (120) | (300,032) | (300,152) | ||||
Repurchases of Common Stock to settle tax obligation (shares) | (48,468) | |||||||
Repurchases of Common Stock to settle tax obligation | (2,392) | (2,392) | (2,392) | |||||
Equity-based compensation, net (shares) | 267,457 | |||||||
Equity-based compensation, net | 13,302 | $ 3 | 13,299 | 13,302 | ||||
Distributions declared on common stock | (403,336) | (403,336) | (403,336) | |||||
Distributions to non-controlling interest holders | (285) | (285) | ||||||
Dividend equivalents on awards granted under the Equity Plan | (1,686) | (1,686) | (1,686) | |||||
Distributions to preferred shareholders and unitholders | (44,590) | (44,508) | (44,508) | (82) | ||||
Repurchase of convertible notes | (230) | (230) | (230) | |||||
Distributions payable relinquished | 0 | |||||||
Reallocation of equity | 0 | (88) | (88) | 88 | ||||
Net income (loss) | 201,219 | 201,128 | 201,128 | 91 | ||||
Other comprehensive income (loss) | 28,222 | 28,206 | 28,206 | 16 | ||||
Ending balance (shares) at Dec. 31, 2020 | 18,871,246 | 228,881,547 | ||||||
Ending balance at Dec. 31, 2020 | $ 6,811,568 | $ 189 | $ 2,289 | $ 13,449,412 | $ 536 | $ (6,648,028) | $ 6,804,398 | $ 7,170 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - OP - USD ($) $ in Thousands | Total | Noncontrolling Interest [Member] | VEREIT Operating Partnership, L.P. [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Stock [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Stock [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Total Partners' Capital [Member] | VEREIT Operating Partnership, L.P. [Member]Noncontrolling Interest [Member] |
Beginning balance (shares) at Dec. 31, 2017 | 42,834,138 | 86,874 | 194,841,717 | 4,749,669 | |||||
Beginning balance at Dec. 31, 2017 | $ 8,042,876 | $ 782,073 | $ 3,027 | $ 7,102,205 | $ 154,266 | $ 8,041,571 | $ 1,305 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units (shares) | 6,488 | (6,488) | |||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | 0 | $ 241 | $ (241) | ||||||
Repurchases of Common Stock under Share Repurchase Programs (in shares) | (1,441,375) | ||||||||
Repurchases of Common Stock under Share Repurchase Programs | $ (50,154) | (50,154) | $ (50,154) | (50,154) | |||||
Repurchases of common OP Units to settle tax obligation (shares) | (64,901) | ||||||||
Repurchases of common OP Units to settle tax obligation | (2,326) | (2,326) | $ (2,326) | (2,326) | |||||
Equity-based compensation, net (shares) | 161,104 | ||||||||
Equity-based compensation, net | 13,314 | $ 13,314 | 13,314 | ||||||
Contributions from non-controlling interest holders | 120 | $ 120 | 120 | 120 | |||||
Distributions to Common OP Units and non-controlling interests | (13,048) | (13,048) | (545,192) | (532,144) | (13,048) | (545,192) | |||
Dividend equivalents on awards granted under the Equity Plan | (917) | (917) | (917) | (917) | |||||
Distributions to preferred shareholders and unitholders | (71,892) | (144) | (71,892) | $ (71,748) | $ (144) | (71,892) | |||
Distributions payable relinquished | 0 | ||||||||
Net income (loss) | (88,030) | (2,256) | (88,030) | (85,774) | (2,102) | (87,876) | (154) | ||
Other comprehensive income (loss) | 2,345 | 56 | 2,345 | $ 2,289 | $ 56 | 2,345 | |||
Ending balance (shares) at Dec. 31, 2018 | 42,834,138 | 86,874 | 193,503,033 | 4,743,181 | |||||
Ending balance at Dec. 31, 2018 | 7,300,144 | $ 710,325 | $ 2,883 | $ 6,446,734 | $ 138,931 | 7,298,873 | 1,271 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Issuance of common OP Units, net (shares) | 21,682,014 | ||||||||
Issuance of common OP Units, net | 1,014,215 | 1,014,215 | $ 1,014,215 | 1,014,215 | |||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units (shares) | 26,058 | (26,058) | |||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | 0 | $ 1,167 | $ (1,167) | ||||||
Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock (shares) | 37,108 | (37,108) | |||||||
Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock | 0 | (923) | 0 | $ 923 | $ (923) | ||||
Redemption of Series F Preferred Stock (in shares) | (12,000,000) | ||||||||
Redemption of Series F Preferred Stock | (300,122) | (300,122) | $ (182,347) | $ (117,775) | (300,122) | ||||
Repurchases of common OP Units to settle tax obligation (shares) | (40,066) | ||||||||
Repurchases of common OP Units to settle tax obligation | (1,618) | (1,618) | $ (1,618) | (1,618) | |||||
Equity-based compensation, net (shares) | 198,158 | ||||||||
Equity-based compensation, net | 13,101 | $ 13,101 | 13,101 | ||||||
Contributions from non-controlling interest holders | 64 | 64 | 64 | 64 | |||||
Distributions to Common OP Units and non-controlling interests | (9,494) | (9,494) | (571,689) | (562,195) | (9,494) | (571,689) | |||
Dividend equivalents on awards granted under the Equity Plan | (1,328) | (1,328) | (1,328) | (1,328) | |||||
Distributions to preferred shareholders and unitholders | (68,488) | (91) | (68,488) | $ (68,397) | $ (91) | (68,488) | |||
Distributions payable relinquished | $ 12,522 | 12,522 | 12,522 | $ 12,522 | 12,522 | ||||
Surrender of Limited Partner OP Units (shares) | (2,900,000) | (4,559,780) | |||||||
Surrender of Limited Partner OP Units | (218,510) | (91,920) | $ (126,590) | (218,510) | |||||
Repurchase of convertible notes | $ (470) | (470) | (470) | (470) | |||||
Reallocation of equity | 0 | (2,071) | 0 | 2,071 | (2,071) | ||||
Net income (loss) | (307,106) | (6,753) | (307,106) | (300,353) | (6,651) | (307,004) | (102) | ||
Other comprehensive income (loss) | (27,437) | (1,047) | (27,437) | $ (26,390) | $ (1,047) | (27,437) | |||
Ending balance (shares) at Dec. 31, 2019 | 30,871,246 | 49,766 | 215,369,197 | 157,343 | |||||
Ending balance at Dec. 31, 2019 | 6,843,278 | $ 460,504 | $ 1,869 | $ 6,375,239 | $ 4,433 | 6,842,045 | 1,233 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Issuance of common OP Units, net (shares) | 13,297,721 | ||||||||
Issuance of common OP Units, net | 478,572 | 478,572 | $ 478,572 | 478,572 | |||||
Fractional common shares settled in reverse stock split (in shares) | (5,270) | ||||||||
Fractional common shares settled in reverse stock split | (205) | (205) | $ (205) | (205) | |||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units (shares) | 910 | (910) | |||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | 0 | $ 44 | $ (44) | ||||||
Redemption of Limited Partners' Common OP Units | (149) | (149) | (149) | $ (149) | (149) | ||||
Redemption of Limited Partners' Common OP Units (in shares) | (4,400) | ||||||||
Redemption of Series F Preferred Stock (in shares) | (12,000,000) | ||||||||
Redemption of Series F Preferred Stock | (300,152) | (300,152) | $ (161,702) | $ (138,450) | (300,152) | ||||
Repurchases of common OP Units to settle tax obligation (shares) | (48,468) | ||||||||
Repurchases of common OP Units to settle tax obligation | (2,392) | (2,392) | $ (2,392) | (2,392) | |||||
Equity-based compensation, net (shares) | 267,457 | ||||||||
Equity-based compensation, net | 13,302 | $ 13,302 | 13,302 | ||||||
Distributions to Common OP Units and non-controlling interests | (285) | (285) | (403,621) | (403,336) | $ (285) | (403,621) | |||
Dividend equivalents on awards granted under the Equity Plan | (1,686) | (1,686) | (1,686) | (1,686) | |||||
Distributions to preferred shareholders and unitholders | (44,590) | (82) | (44,590) | $ (44,508) | $ (82) | (44,590) | |||
Distributions payable relinquished | 0 | ||||||||
Repurchase of convertible notes | (230) | (230) | (230) | (230) | |||||
Reallocation of equity | 0 | 88 | 0 | (88) | 88 | ||||
Net income (loss) | 201,219 | 91 | 201,219 | 201,128 | 150 | 201,278 | (59) | ||
Other comprehensive income (loss) | $ 28,222 | $ 16 | 28,222 | $ 28,206 | $ 16 | 28,222 | |||
Ending balance (shares) at Dec. 31, 2020 | 18,871,246 | 49,766 | 228,881,547 | 152,033 | |||||
Ending balance at Dec. 31, 2020 | $ 6,811,568 | $ 254,294 | $ 1,787 | $ 6,550,104 | $ 4,209 | $ 6,810,394 | $ 1,174 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Distributions declared per common stock/unit (in dollars per share) | $ 1.8425 | $ 2.75 | $ 2.75 |
VEREIT Operating Partnership, L.P. [Member] | |||
Distributions declared per common stock/unit (in dollars per share) | $ 1.8425 | $ 2.75 | $ 2.75 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 201,219 | $ (307,106) | $ (88,030) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 469,035 | 495,232 | 659,948 |
Gain on real estate assets, net | (95,551) | (296,447) | (96,068) |
Impairments | 65,075 | 47,091 | 54,647 |
Equity-based compensation | 13,302 | 13,101 | 13,314 |
Equity in income and gain on disposition of unconsolidated entities | (3,539) | (2,618) | (1,869) |
Distributions from unconsolidated entities | 2,364 | 284 | 1,366 |
(Gain) loss on other investments | (3,510) | 492 | (4,092) |
Loss (gain) on derivative instruments | 85,392 | 58 | (355) |
Non-cash restructuring expense | 0 | 3,951 | 0 |
Loss (gain) on extinguishment and forgiveness of debt, net | 1,486 | 17,910 | (5,360) |
Surrender of Limited Partner OP Units | 0 | (26,536) | 0 |
Changes in assets and liabilities: | |||
Investment in direct financing leases | 1,495 | 1,622 | 2,078 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (27,260) | (18,367) | (34,096) |
Assets held for sale classified as discontinued operations | 0 | 0 | (2,492) |
Accounts payable and accrued expenses | (2,075) | (16,719) | 1,688 |
Deferred rent, operating lease and other liabilities | (8,863) | (19,551) | 7,162 |
Due to affiliates | 0 | 0 | (66) |
Liabilities related to discontinued operations | 0 | 0 | (13,861) |
Net cash provided by (used in) operating activities | 698,570 | (107,603) | 493,914 |
Cash flows from investing activities: | |||
Investments in real estate assets | (303,306) | (394,662) | (500,625) |
Capital expenditures and leasing costs | (26,773) | (37,957) | (22,291) |
Real estate developments | (18,904) | (28,125) | (9,221) |
Principal repayments received on other investments | 15,727 | 106 | 5,761 |
Investments in unconsolidated entities | (44,174) | (2,767) | (771) |
Return of investment from unconsolidated entities | 4,557 | 1,138 | 48 |
Proceeds from disposition of real estate | 407,994 | 1,067,532 | 502,289 |
Proceeds from disposition of discontinued operations | 0 | 0 | 122,915 |
Investment in leasehold improvements and other assets | (722) | (1,716) | (841) |
Deposits for real estate assets | (4,451) | (8,453) | (13,412) |
Investments in mezzanine position | (9,959) | 0 | 0 |
Proceeds from sale of investments and other assets | 3,804 | 9,837 | 46,966 |
Uses and refunds of deposits for real estate assets | 6,611 | 6,328 | 17,267 |
Proceeds from the settlement of property-related insurance claims | 685 | 1,957 | 1,434 |
Line of credit advances to Cole REITs | 0 | 0 | (2,200) |
Line of credit repayments from Cole REITs | 0 | 0 | 3,800 |
Net cash provided by investing activities | 31,089 | 613,218 | 151,119 |
Cash flows from financing activities: | |||
Proceeds from mortgage notes payable | 1,032 | 705 | 187 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (198,284) | (374,058) | (137,887) |
Proceeds from credit facility | 902,000 | 1,386,000 | 1,934,000 |
Payments on credit facility, including swap termination payments | (2,037,391) | (739,000) | (1,716,000) |
Proceeds from corporate bonds | 1,781,765 | 593,052 | 546,304 |
Redemptions of corporate bonds, including extinguishment costs | (26) | (1,160,977) | 0 |
Repayments and repurchases of convertible notes, including extinguishment costs | (322,133) | (82,254) | (597,500) |
Payments of deferred financing costs | (18,047) | (4,190) | (25,471) |
Repurchases of Common Stock under Share Repurchase Programs | 0 | 0 | (50,154) |
Repurchases of Common Stock to settle tax obligations | (2,392) | (1,618) | (2,326) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | 478,572 | 1,014,215 | 0 |
Redemption of Series F Preferred Stock | (300,152) | (300,122) | 0 |
Redemption of Limited Partners’ Common OP Units | (149) | 0 | 0 |
Fractional common shares settled in reverse stock split | (205) | 0 | 0 |
Contributions from non-controlling interest holders | 0 | 64 | 120 |
Distributions paid | (510,748) | (665,241) | (606,679) |
Payment related to the surrender of Limited Partner OP Units | 0 | (191,974) | 0 |
Net cash used in financing activities | (226,158) | (525,398) | (655,406) |
Net change in cash and cash equivalents and restricted cash | 503,501 | (19,783) | (10,373) |
Cash and cash equivalents and restricted cash, beginning of period | 33,880 | 53,663 | 64,036 |
Less: cash and cash equivalents of discontinued operations | 0 | 0 | (2,198) |
Cash and cash equivalents and restricted cash, beginning of period | 33,880 | 53,663 | 61,838 |
Cash and cash equivalents and restricted cash, end of period | 33,880 | 53,663 | |
Less: cash and cash equivalents of discontinued operations | 0 | 0 | |
Cash and cash equivalents and restricted cash, end of period | 537,381 | 33,880 | 53,663 |
Cash and cash equivalents at beginning of period | 12,921 | 30,758 | 34,176 |
Restricted cash at beginning of period | 20,959 | 22,905 | 27,662 |
Cash and cash equivalents at end of period | 523,539 | 12,921 | 30,758 |
Restricted cash at end of period | 13,842 | 20,959 | 22,905 |
VEREIT Operating Partnership, L.P. [Member] | |||
Cash flows from operating activities: | |||
Net income (loss) | 201,219 | (307,106) | (88,030) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 469,035 | 495,232 | 659,948 |
Gain on real estate assets, net | (95,551) | (296,447) | (96,068) |
Impairments | 65,075 | 47,091 | 54,647 |
Equity-based compensation | 13,302 | 13,101 | 13,314 |
Equity in income and gain on disposition of unconsolidated entities | (3,539) | (2,618) | (1,869) |
Distributions from unconsolidated entities | 2,364 | 284 | 1,366 |
(Gain) loss on other investments | (3,510) | 492 | (4,092) |
Loss (gain) on derivative instruments | 85,392 | 58 | (355) |
Non-cash restructuring expense | 0 | 3,951 | 0 |
Loss (gain) on extinguishment and forgiveness of debt, net | 1,486 | 17,910 | (5,360) |
Surrender of Limited Partner OP Units | 0 | (26,536) | 0 |
Changes in assets and liabilities: | |||
Investment in direct financing leases | 1,495 | 1,622 | 2,078 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (27,260) | (18,367) | (34,096) |
Assets held for sale classified as discontinued operations | 0 | 0 | (2,492) |
Accounts payable and accrued expenses | (2,075) | (16,719) | 1,688 |
Deferred rent, operating lease and other liabilities | (8,863) | (19,551) | 7,162 |
Due to affiliates | 0 | 0 | (66) |
Liabilities related to discontinued operations | 0 | 0 | (13,861) |
Net cash provided by (used in) operating activities | 698,570 | (107,603) | 493,914 |
Cash flows from investing activities: | |||
Investments in real estate assets | (303,306) | (394,662) | (500,625) |
Capital expenditures and leasing costs | (26,773) | (37,957) | (22,291) |
Real estate developments | (18,904) | (28,125) | (9,221) |
Principal repayments received on other investments | 15,727 | 106 | 5,761 |
Investments in unconsolidated entities | (44,174) | (2,767) | (771) |
Return of investment from unconsolidated entities | 4,557 | 1,138 | 48 |
Proceeds from disposition of real estate | 407,994 | 1,067,532 | 502,289 |
Proceeds from disposition of discontinued operations | 0 | 0 | 122,915 |
Investment in leasehold improvements and other assets | (722) | (1,716) | (841) |
Deposits for real estate assets | (4,451) | (8,453) | (13,412) |
Investments in mezzanine position | (9,959) | 0 | 0 |
Proceeds from sale of investments and other assets | 3,804 | 9,837 | 46,966 |
Uses and refunds of deposits for real estate assets | 6,611 | 6,328 | 17,267 |
Proceeds from the settlement of property-related insurance claims | 685 | 1,957 | 1,434 |
Line of credit advances to Cole REITs | 0 | 0 | (2,200) |
Line of credit repayments from Cole REITs | 0 | 0 | 3,800 |
Net cash provided by investing activities | 31,089 | 613,218 | 151,119 |
Cash flows from financing activities: | |||
Proceeds from mortgage notes payable | 1,032 | 705 | 187 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (198,284) | (374,058) | (137,887) |
Proceeds from credit facility | 902,000 | 1,386,000 | 1,934,000 |
Payments on credit facility, including swap termination payments | (2,037,391) | (739,000) | (1,716,000) |
Proceeds from corporate bonds | 1,781,765 | 593,052 | 546,304 |
Redemptions of corporate bonds, including extinguishment costs | (26) | (1,160,977) | 0 |
Repayments and repurchases of convertible notes, including extinguishment costs | (322,133) | (82,254) | (597,500) |
Payments of deferred financing costs | (18,047) | (4,190) | (25,471) |
Repurchases of Common Stock under Share Repurchase Programs | 0 | 0 | (50,154) |
Repurchases of Common Stock to settle tax obligations | (2,392) | (1,618) | (2,326) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | 478,572 | 1,014,215 | 0 |
Redemption of Series F Preferred Stock | (300,152) | (300,122) | 0 |
Redemption of Limited Partners’ Common OP Units | (149) | 0 | 0 |
Fractional common shares settled in reverse stock split | (205) | 0 | 0 |
Contributions from non-controlling interest holders | 0 | 64 | 120 |
Distributions paid | (510,748) | (665,241) | (606,679) |
Payment related to the surrender of Limited Partner OP Units | 0 | (191,974) | 0 |
Net cash used in financing activities | (226,158) | (525,398) | (655,406) |
Net change in cash and cash equivalents and restricted cash | 503,501 | (19,783) | (10,373) |
Cash and cash equivalents and restricted cash, beginning of period | 33,880 | 53,663 | 64,036 |
Less: cash and cash equivalents of discontinued operations | 0 | 0 | (2,198) |
Cash and cash equivalents and restricted cash, beginning of period | 33,880 | 53,663 | 61,838 |
Cash and cash equivalents and restricted cash, end of period | 537,381 | 33,880 | 53,663 |
Less: cash and cash equivalents of discontinued operations | 0 | 0 | 0 |
Cash and cash equivalents and restricted cash, end of period | 537,381 | 33,880 | 53,663 |
Cash and cash equivalents at beginning of period | 12,921 | 30,758 | 34,176 |
Restricted cash at beginning of period | 20,959 | 22,905 | 27,662 |
Cash and cash equivalents at end of period | 523,539 | 12,921 | 30,758 |
Restricted cash at end of period | $ 13,842 | $ 20,959 | $ 22,905 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization VEREIT is a Maryland corporation, incorporated on December 2, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. The OP is a Delaware limited partnership of which the General Partner is the sole general partner. VEREIT’s common stock, par value $0.01 per share (“Common Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”) trade on the New York Stock Exchange (“NYSE”) under the trading symbols, “VER” and “VER PRF,” respectively. As used herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with its consolidated subsidiaries, including the OP. VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity. Substantially all of the Company’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 99.9% of the common equity interests in the OP as of December 31, 2020. Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other requirements in the LPA, unless we otherwise consent to an earlier redemption, holders have the right to redeem the units for the cash value of a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, or, at our option, a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to the terms of the LPA. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the General Partner or to approve the sale, purchase or refinancing of the OP’s assets. The actions of the OP and its relationship with the General Partner are governed by the LPA. The General Partner does not have any significant assets other than its investment in the OP. Therefore, the assets and liabilities of the General Partner and the OP are the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation, continuity, existence and operation of the General Partner incurred by the General Partner on the OP’s behalf shall be treated as expenses of the OP. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s Board of Directors, the LPA requires the OP to issue to the General Partner equity instruments with substantially similar terms, to protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the OP has a proportionate economic interest in the OP reflecting its capital contributions thereto. OP Units and Series F Preferred Units issued to the General Partner are referred to as “General Partner OP Units” and “General Partner Series F Preferred Units,” respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as “Limited Partner OP Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP issue debt with terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s Board of Directors authorizes the issuance of any new class of equity securities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. In addition, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each annual reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of each of December 31, 2020 and 2019, there were approximately 0.2 million Limited Partner OP Units issued and outstanding, respectively. As of each of December 31, 2020 and 2019, there were 49,766 Limited Partner Series F Preferred Units issued and outstanding, respectively. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP. Reclassification The fees from managed partnerships, which are fees earned from the Company’s unconsolidated joint venture entities, previously included in other income, net have been presented in its own line item for prior periods presented to be consistent with the current year presentation. The (loss) gain on derivative instruments, net line item, previously included in other income, net, has been presented in its own line item for prior periods presented to be consistent with the current year presentation. The Company effected a one-for-five reverse stock split of Common Stock after markets closed on December 17, 2020, whereby every five shares of VEREIT's issued and outstanding shares of Common Stock, $0.01 par value per share, were converted into one share of Common Stock, $0.01 par value per share. A corresponding reverse split of the outstanding OP Units also took effect on December 17, 2020. Certain prior period amounts have been updated to reflect the reverse stock split including share and per share amounts, additional paid-in capital, common stock and dividends on the consolidated statement of operations, consolidated balance sheets, consolidated statements of equity and notes to the financial statements. The reverse stock split did not affect the Company’s total stockholder’s equity, the common stock par value per share or the Company’s authorized shares of common stock. No fractional shares of common stock were issued as fractional shares were settled in cash. Per Share Data Income (loss) per basic share of Common Stock is calculated by dividing net income (loss) less dividends on unvested restricted shares of Common Stock (“Restricted Shares”) and dividends on preferred stock 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. The earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred on the first day of the periods presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 goodwill and intangible asset impairments, real estate investment impairment, allocation of purchase price of real estate asset acquisitions and income taxes. Leases Lessor At the inception of a new lease arrangement, 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. The Company has certain properties that are subject to leases that qualified as direct financing leases. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease payments is estimated using a discounted cash flow analysis based on interest rates that would represent the Company’s incremental borrowing rate for similar types of debt. The expected residual property value at the end of the lease term is estimated using market data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income from direct financing leases is calculated using the effective interest method over the remaining term of the lease. 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. 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, 2020, rental revenue was reduced by $37.0 million, which included (i) $10.2 million of an increase to the general allowance, (ii) $20.7 million for amounts not probable of collection, and (iii) $6.2 million for straight-line rent receivables. Of the $37.0 million reduction to rental revenue for the year ended December 31, 2020, $26.5 million was related to the impact of the novel coronavirus (“COVID-19”) pandemic, of which $9.6 million represented an increase to the general allowance, $13.4 million represented amounts not probable of collection, and $3.5 million was for straight-line rent receivables. Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases. Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic The FASB issued a question-and-answer document, Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic for concessions related to the effects of COVID-19 that provide a deferral of payments with no substantive changes to the consideration of the original contract, 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”). For eligible concessions, the Company has elected not to apply the lease modification guidance in ASC 842. As such, the Company accounts for eligible deferral concessions as if there were no changes made to the lease agreement and, accordingly, continues to recognize income and increases the lease receivable. Ineligible concessions are accounted for as a lease modification under ASC 842, which requires the Company to reevaluate the lease classification and remeasure and reallocate the consideration over the remaining lease term, and include any prepaid rent liabilities and accrued rent assets relating to the original lease as part of the lease payments for the modified lease. During the year ended December 31, 2020, the Company had $17.9 million of rental revenue related to deferral agreements executed through February 16, 2021, which qualify for the COVID-19 Lease Concessions Relief. During the year ended December 31, 2020 the Company abated $18.3 million of rental revenue, pursuant to lease amendments executed through December 31, 2020, which increased the weighted average lease term for the related properties and were accounted for as lease modifications under ASC 842. Fees from Managed Partnerships The Company provides various services to our unconsolidated joint venture entities in exchange for fees. Total asset and property management and acquisition fees earned in connection with these entities was $3.1 million, $0.8 million and $0.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Real Estate Investments The Company records acquired real estate at cost 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 40 years for buildings, five Allocation of Purchase Price of Real Estate Assets 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 lease intangibles 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. 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. During the years ended December 31, 2020, 2019 and 2018, all real estate acquisitions qualified as asset acquisitions, and external acquisition costs related to asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities as described above. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated statements of operations for all periods presented. Assets Held for Sale Upon classifying a real estate investment as held for sale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. See Note 3 – Real Estate Investments and Related Intangibles for further discussion regarding properties held for sale . If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying value before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell. Development Activities Project costs, which include interest expense, associated with the development, construction and lease-up of a real estate project are capitalized as construction in progress. Once the development and construction of the building is substantially completed, the amounts capitalized to construction in progress are transferred to (i) land and (ii) buildings, fixtures and improvements and are depreciated over their respective useful lives. Discontinued Operations The Company reports discontinued operations when a component of an entity or group of components that has been disposed of or classified as held for sale represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The results of operations for assets meeting the definition of discontinued operations are reflected in the Company’s consolidated statements of operations as discontinued operations for all periods presented. See Note 14 — Discontinued Operations for further discussion regarding discontinued operations . Investment in Unconsolidated Entities The Company accounts for its investment in unconsolidated joint venture arrangements using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financing policies of these investments. 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 ventures’ earnings and distributions. The Company records its proportionate share of net income (loss) from the unconsolidated joint ventures in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. See Note 3 – Real Estate Investments and Related Intangibles for further discussion on investments in unconsolidated joint ventures. Leasehold Improvements and Property and Equipment The Company leases its corporate office facilities under operating leases. Leasehold improvements related to these are recorded at cost less accumulated amortization. Leasehold improvements are amortized over the lesser of the estimated useful life or remaining lease term. 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 Goodwill In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. Impairments Real Estate Assets The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in net operating income, 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, co-tenancy clauses 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 an 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. Goodwill The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. To determine whether it is necessary to perform a quantitative goodwill impairment test, the Company first assesses 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 a sustained decrease in the 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 Company then compares the fair value to the carrying value. Goodwill is considered impaired if the carrying value exceeds the fair value. No impairments of goodwill were recorded during the years ended December 31, 2020, 2019 or 2018. See Note 5 – Fair Value Measures for further discussion. Investment in Unconsolidated Joint Ventures 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 any of its investment in the unconsolidated joint ventures. 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 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 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 material impairments of unconsolidated joint ventures were identified during the years ended December 31, 2020, 2019 and 2018. Leasehold Improvements and Property and Equipment Leasehold improvements and 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 by estimated discounted cash flows or market appraisals. The evaluation of leasehold improvements and 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 corporate leasehold improvements and property and equipment were identified during the years ended December 31, 2020, 2019 and 2018. 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 and is reviewed quarterly. During the year ended December 31, 2020, the Company recorded $3.4 million in impairments related to the ROU assets associated with ground leases where the respective leases are expected to be terminated and properties surrendered to the ground owner. No impairments of ROU assets were identified during the year ended December 31, 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 money market funds with original maturities of three months or less. The Company deposits cash with several 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 had $13.8 million and $21.0 million, respectively, in restricted cash as of December 31, 2020 and December 31, 2019. Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In accordance with certain debt agreements, 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 $11.8 million in lender reserves and $2.0 million held in restricted lockbox accounts. Included in restricted cash at December 31, 2019 was $18.8 million in lender reserves and $2.2 million held in restricted lockbox accounts. 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 Credit Facility (as defined in Note 6 – Debt), 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 Credit Facility are included in rent and tenant receivables and other assets, net 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. Convertible Debt In accordance with U.S GAAP, the 2020 Convertible Notes were accounted for as a liability with a separate equity component recorded for the conversion option. A liability was recorded for the 2020 Convertible Notes on the issuance date at fair value based on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the initial proceeds from the 2020 Convertible Notes and the estimated fair value of the debt instruments resulted in a debt discount, with an offset recorded to additional paid-in capital representing the equity component. The debt discount was amortized to interest expense over the respective term of the 2020 Convertible Notes. The Company had an outstanding balance of $321.8 million of its 2020 Convertible Notes (as defined in Note 6 – Debt ) as of December 31, 2019. During the year ended December 31, 2020, the outstanding balance was repaid in full. Derivative Instruments The Company may use derivative financial instruments, including interest rate swaps, caps, collars, treasury locks, options and forwards to hedge all |
Real Estate Investments and Rel
Real Estate Investments and Related Intangibles | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate Investments and Related Intangibles | Real Estate Investments and Related Intangibles Property Acquisitions During the year ended December 31, 2020, the Company acquired controlling financial interests in 51 commercial properties for an aggregate purchase price of $342.5 million (the “2020 Acquisitions”), which includes the consolidation of one property previously owned by one of the Company’s unconsolidated joint ventures and two land parcels, including one for build-to-suit development, further discussed below, and $1.9 million of external acquisition-related expenses that were capitalized. During the year ended December 31, 2019, the Company acquired controlling financial interests in 66 commercial properties for an aggregate purchase price of $403.6 million (the “2019 Acquisitions”), which includes $2.3 million of external acquisition-related expenses that were capitalized. Additionally, the Company placed in service one build-to-suit development project in which the Company invested $27.6 million, including $0.7 million of external acquisition-related expenses and interest that were capitalized and including the land parcel acquired during the year ended December 31, 2018. During the year ended December 31, 2018, the Company acquired a controlling interest in 52 commercial properties for an aggregate purchase price of $502.7 million (the “2018 Acquisitions”), which includes one land parcel for build-to-suit development, $2.1 million related to an outstanding tenant improvement allowance and $2.6 million of external acquisition-related expenses that were capitalized. The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 Real estate investments, at cost: Land $ 55,618 $ 83,476 $ 86,285 Buildings, fixtures and improvements 219,875 268,470 350,942 Total tangible assets 275,493 351,946 437,227 Acquired intangible assets: In-place leases and other intangibles (1) 37,919 51,627 62,791 Above-market leases (2) 29,665 — 2,750 Assumed intangible liabilities: Below-market leases (3) (583) — (116) Total purchase price of assets acquired $ 342,494 $ 403,573 $ 502,652 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 16.0 years, 16.5 years and 16.3 years for 2020 Acquisitions, 2019 Acquisitions and 2018 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 19.5 years and 10.8 years for 2020 Acquisitions and 2018 Acquisitions, respectively. (3) The weighted average amortization period for assumed intangible lease liabilities is 14.0 years and 9.9 years for 2020 Acquisitions and 2018 Acquisitions, respectively. As of December 31, 2020, the Company invested $28.0 million, including $0.4 million of external acquisition-related expenses and interest that were capitalized, in one build-to-suit development project. The Company’s estimated remaining committed investment is $17.0 million, and the project is expected to be completed within the next 12 months. Property Dispositions and Real Estate Assets Held for Sale During the year ended December 31, 2020, the Company disposed of 77 properties, including the sale of three consolidated properties to the office partnership, for an aggregate gross sales price of $438.4 million, of which our share was $435.5 million after the profit participation payments related to the disposition of four Red Lobster properties. The dispositions resulted in proceeds of $408.0 million after closing costs, including proceeds from the contribution of properties to the office partnership. The Company recorded a gain of $96.2 million related to the dispositions, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. During the year ended December 31, 2019, the Company disposed of 201 properties, including the sale of six consolidated properties to the industrial partnership, and one property sold through a foreclosure by the lender, for an aggregate gross sales price of $1.2 billion, of which our share was $1.1 billion after the profit participation payments related to the disposition of 36 Red Lobster properties. The dispositions resulted in proceeds of $1.1 billion after closing costs and contributions to the industrial partnership. The Company recorded a gain of $293.9 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. During the year ended December 31, 2018, the Company disposed of 149 properties, including one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $526.4 million, of which our share was $504.3 million after the profit participation payments related to the disposition of 34 Red Lobster properties. The dispositions resulted in proceeds of $496.7 million after closing costs. The Company recorded a gain of $96.2 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. During the year ended December 31, 2018, the Company also disposed of one property owned by an unconsolidated joint venture for a gross sales price of $34.1 million, of which our share was $17.1 million based on our ownership interest in the joint venture, resulting in proceeds of $5.6 million after debt repayments of $20.4 million and closing costs. The Company recorded a gain of $0.7 million related to the sale and liquidation of the joint venture, which is included in equity in income and gain on disposition of unconsolidated entities in the accompanying consolidated statements of operations. As of December 31, 2020, there were nine properties classified as held for sale with a carrying value of $65.6 million, included in real estate assets held for sale, net, primarily comprised of land of $13.1 million and building, fixtures and improvements, net of $42.7 million, in the accompanying consolidated balance sheets, and are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. As of December 31, 2019, there were five properties classified as held for sale. During the years ended December 31, 2020, 2019 and 2018, the Company recorded losses of $0.9 million, $1.3 million, and $1.9 million related to held for sale properties. Intangible Lease Assets and Liabilities Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 2020 and December 31, 2019 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life December 31, 2020 December 31, 2019 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $810,597 and $748,689, respectively 16.4 $ 745,026 $ 854,196 Leasing commissions, net of accumulated amortization of $7,565 and $6,027, respectively 9.2 16,042 17,808 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $125,455 and $112,438, respectively 17.1 167,776 165,483 Total intangible lease assets, net $ 928,844 $ 1,037,487 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $106,504 and $99,315, respectively 19.7 $ 120,938 $ 143,583 The aggregate amount of amortization of above-market and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $3.4 million, $2.5 million, and $4.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $131.9 million, $127.5 million, and $139.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2020 (in thousands) : 2021 2022 2023 2024 2025 In-place leases and other intangibles: Total projected to be included in amortization expense $ 107,379 $ 94,998 $ 84,537 $ 74,203 $ 62,119 Leasing commissions: Total projected to be included in amortization expense 2,758 2,590 2,298 2,093 1,831 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 19,709 18,900 17,926 16,532 14,970 Below-market lease liabilities: Total projected to be included in rental revenue 14,069 13,195 12,442 10,591 9,372 Consolidated Joint Venture The Company had an interest in one consolidated joint venture that owned one property as of December 31, 2020 and 2019. As of December 31, 2020 and 2019, the consolidated joint venture had total assets of $33.0 million and $32.5 million, respectively, of which $29.1 million and $29.6 million, respectively, were real estate investments, net of accumulated depreciation and amortization at each of the respective dates. The property is secured by a mortgage note payable, which is non-recourse to the Company and had a balance of $14.8 million and $14.3 million as of December 31, 2020 and December 31, 2019, respectively. The Company has the ability to control operating and financing policies of the consolidated joint venture. There are restrictions on the use of these assets as the Company is generally required to obtain the approval of the joint venture partner in accordance with the joint venture agreement for any major transactions. The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. Investment in Unconsolidated Entities The following is a summary of the Company’s investments in unconsolidated entities as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 (dollar amounts in thousands): Ownership % (1) Number of Properties Carrying Amount of Equity in Income Year Ended Investment December 31, 2020 December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 December 31, 2018 Industrial Partnership (2) 20% 7 $ 45,378 $ 28,409 $ 838 $ 254 $ — Office Partnership (3) 20% 4 13,435 — 534 — — Faison JV Bethlehem GA (4) (5) —% — — 40,416 1,637 2,364 1,219 Total unconsolidated joint ventures $ 58,813 $ 68,825 $ 3,009 $ 2,618 $ 1,219 Preferred equity (6) 22,826 — — — — Total investment in unconsolidated entities $ 81,639 $ 68,825 $ 3,009 $ 2,618 $ 1,219 ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) During the year ended December 31, 2020, the industrial partnership acquired one property from a third party for a purchase price of $246.8 million. (3) During the year ended December 31, 2020, the office partnership acquired one property from a third party for a purchase price of $33.1 million. (4) As of December 31, 2019, the Company had a 90% ownership interest in one property. On October 30, 2020, the Company closed on the purchase of the joint venture partner’s 10% ownership interest and recorded a gain on the disposal of its investment in the joint venture of $0.5 million, which is included in equity in income and gain on disposition of unconsolidated entities for the year ended December 31, 2020, and the property is included in 2020 Acquisitions. (5) The total carrying amount of the investment was greater than the underlying equity in net assets by $4.7 million as of December 31, 2019. This difference related to a purchase price allocation of goodwill and a step up in fair value of the investment asset acquired in connection with mergers. The step up in fair value was allocated to the individual investment asset and was amortized in accordance with the Company’s depreciation policy prior to the consolidation of the property as discussed above. (6) During the year ended December 31, 2020, the Company acquired a preferred equity interest in the development of one distribution center in which the Company is entitled to receive a cumulative preferred return of 9% per year on its contributions of $22.8 million. The Company has no further obligation to make additional contributions. The aggregate debt outstanding of unconsolidated joint ventures and for the development of one distribution center in which the Company holds a preferred equity interest was $534.3 million and $16.2 million, respectively, as of December 31, 2020, which is non-recourse to the Company, as discussed in Note 6 – Debt. There was $269.3 million of debt outstanding related to the unconsolidated joint ventures as of December 31, 2019. The Company and the respective unconsolidated joint venture partners are subject to the provisions of the applicable joint venture agreements, which include provisions for when additional contributions may be required to fund certain cash shortfalls. |
Rent and Tenant Receivables and
Rent and Tenant Receivables and Other Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Rent and Tenant Receivables and Other Assets, Net | Rent and Tenant Receivables and Other Assets, Net Rent and tenant receivables and other assets, net consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Straight-line rent receivable, net $ 278,831 $ 266,195 Accounts receivable, net 53,051 41,556 Deferred costs, net (1) 5,185 7,208 Investment in direct financing leases, net 6,547 9,341 Investment in Retained REITs (2) 7,255 7,552 Prepaid expenses 3,850 3,453 Leasehold improvements, property and equipment, net (3) 3,991 4,809 Other assets, net 7,910 8,281 Total $ 366,620 $ 348,395 ___________________________________ (1) Amortization expense for deferred costs related to the revolving credit facilities totaled $6.3 million, $2.1 million, and $7.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, inclusive of write-offs of $3.2 million and $1.8 million for the years ended December 31, 2020 and 2019, respectively. There were no related write-offs for the year ended December 31, 2018. Accumulated amortization for deferred costs related to the revolving credit facilities was $52.9 million and $49.8 million as of December 31, 2020 and December 31, 2019, respectively. (2) On February 1, 2018, the Company sold certain of its equity investments to CCA Acquisition, LLC, an affiliate of CIM Group, LLC, retaining interests in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V, Inc. (“CCPT V” and, collectively with CCIT II and CCIT III, the “Retained REITs”). On December 21, 2020, CIM Real Estate Finance Trust, Inc. (“CMFT”) acquired CCIT III and CCPT V. Subsequent to the sale of Cole Capital, the Company carries these investments at fair value, as the Company does not exert significant influence over the Retained REITs, and any changes in the fair value are recognized in other income, net in the accompanying consolidated statement of operations for the years ended December 31, 2020, 2019 and 2018. During the year ended December 31, 2020, the Company recognized a loss of $0.3 million related to the change in fair value. (3) Amortization expense for leasehold improvements totaled $0.5 million, $0.7 million, and $1.2 million for the years ended December 31, 2020, 2019 and 2018, respectively, with no related write-offs. Accumulated amortization was $3.4 million and $2.8 million as of December 31, 2020 and December 31, 2019, respectively. Depreciation expense for property and equipment totaled $1.1 million, $1.3 million, and $2.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, inclusive of write-offs of less than $0.1 million and $0.8 million for the years ended December 31, 2019 and 2018. Accumulated depreciation was $6.5 million and $5.4 million as of December 31, 2020 and December 31, 2019, respectively. |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | Fair Value Measures The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. U.S. GAAP guidance defines three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect that changes in classifications between levels will be frequent. Items Measured at Fair Value on a Recurring Basis The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of December 31, 2020 Assets: Investment in Retained REITs $ — $ — $ 7,255 $ 7,255 Level 1 Level 2 Level 3 Balance as of December 31, 2019 Assets: Derivative assets $ — $ 250 $ — $ 250 Investment in Retained REITs — — 7,552 7,552 Total assets $ — $ 250 $ 7,552 $ 7,802 Liabilities: Derivative liabilities $ — $ (28,081) $ — $ (28,081) Derivative Assets and Liabilities – The Company’s derivative financial instruments relate to interest rate swaps. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2019, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Investment in Retained REITs – The fair values were estimated using the net asset value per share, as most recently disclosed by each applicable REIT. Each of the Retained REIT’s share redemption programs includes restrictions that limit the number of shares redeemed by the respective Retained REIT. The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2020 and 2019 (in thousands): Investment in Retained REITs Beginning balance, January 1, 2020 $ 7,552 Unrealized loss included in other income, net (297) Ending Balance, December 31, 2020 $ 7,255 Beginning balance, January 1, 2019 7,844 Unrealized loss included in other income, net (292) Ending Balance, December 31, 2019 $ 7,552 Items Measured at Fair Value on a Non-Recurring Basis Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Real Estate 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 investments in unconsolidated entities, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. As part of the Company’s quarterly impairment review procedures, net real estate assets representing 76 properties were deemed to be impaired resulting in impairment charges of $61.7 million during the year ended December 31, 2020 that relate to certain office, retail and restaurant properties whose tenants filed for Chapter 11 bankruptcy during the year ended December 31, 2020, were identified by management for potential sale or were determined would not be re-leased by the tenant. Additionally, $3.4 million was recorded in impairment charges related to right of use ground leases and certain leasehold improvements owned by the Company associated with ground leases where the respective leases are expected to be terminated and properties surrendered to the ground owner. As a result of the COVID-19 pandemic, the Company considered whether there was any indication of impairment for properties that did not otherwise have potential impairment indicators and identified seven restaurant concepts to include on the Company’s impairment watch list as of December 31, 2020, however there were no additional impairment charges as a result of this assessment. Based on the Company’s expected holding period for the properties and the economic conditions as of December 31, 2020, the Company believes that their carrying values are recoverable. However, the COVID-19 pandemic has negatively impacted the businesses of certain of our tenants so the Company continues to monitor for circumstances and events in future periods, which may result in impairment charges. During the years ended December 31, 2019 and 2018, net real estate assets related to 77 and 70 properties, were deemed to be impaired resulting in impairment charges of $47.1 million and $54.6 million. The impairment charges related to certain office, retail and restaurant properties that, during the years ended December 31, 2019 and 2018, management identified for potential sale or determined, based on discussions with the current tenants, would not be re-leased by the tenant and the Company believed the property would not be leased to another tenant at a rental rate that supports the current book value. The Company estimates fair values using Level 3 inputs and uses a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and make certain key assumptions, including, but not limited to, the following: (1) capitalization rate; (2) discount rates; (3) number of years property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental revenue and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants. For the Company’s impairment tests for the real estate assets during the year ended December 31, 2020, the Company used a range of discount rates from 7.9% to 8.9% with a weighted-average rate of 8.4% and capitalization rates from 7.4% to 8.4% with a weighted-average rate of 7.9%. Goodwill – The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company performed the annual qualitative assessment for goodwill during the fourth quarter of 2020. As a result of the qualitative testing, the Company believes that it is more-likely-than-not that the fair value of the goodwill is greater than the carrying value. As such, no further testing was performed. The Company performed a qualitative analysis for the annual goodwill tests during the year ended December 31, 2019 and a quantitative analysis for the annual goodwill tests during the year ended December 31, 2018, which each resulted in no impairments. The Company continues to monitor factors that may impact the fair value of goodwill including, but not limited to, market comparable company multiples, stock price, interest rates, and global economic conditions including the COVID-19 pandemic. Fair Value of Financial Instruments The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash and accounts payable approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature and are classified as Level 1 under the fair value hierarchy. The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at December 31, 2020 Fair Value at December 31, 2020 Carrying Amount at December 31, 2019 Fair Value at December 31, 2019 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,334,689 $ 1,384,490 $ 1,535,918 $ 1,590,915 Corporate bonds, net 2 4,622,951 5,123,588 2,839,581 3,022,087 Convertible debt, net 2 — — 319,947 327,237 Credit facility 2 — — 1,050,000 1,050,000 Total liabilities $ 5,957,640 $ 6,508,078 $ 5,745,446 $ 5,990,239 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of observable market interest rates. Corporate bonds and convertible debt are valued using quoted market prices in active markets with limited trading volume when available. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of December 31, 2020, the Company had $5.9 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 6.0 years and a weighted-average interest rate of 3.98%. The following table summarizes the carrying value of debt as of December 31, 2020 and December 31, 2019, and the debt activity for the year ended December 31, 2020 (in thousands): Year Ended December 31, 2020 Balance as of December 31, 2019 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of December 31, 2020 Mortgage note payable: Outstanding balance $ 1,529,057 $ 1,032 $ (196,894) $ — $ 1,333,195 Net premiums (1) 6,861 — (415) (4,951) 1,495 Deferred costs (7,784) (326) 65 2,190 (5,855) Mortgage notes payable, net 1,528,134 706 (197,244) (2,761) 1,328,835 Corporate bonds: Outstanding balance 2,850,000 1,800,000 — — 4,650,000 Discount (2) (10,419) (18,235) — 1,605 (27,049) Deferred costs (25,842) (16,704) — 3,825 (38,721) Corporate bonds, net 2,813,739 1,765,061 — 5,430 4,584,230 Convertible debt: Outstanding balance 321,802 — (321,802) — — Discount (2) (1,855) — 163 1,692 — Deferred costs (1,764) — 155 1,609 — Convertible debt, net 318,183 — (321,484) 3,301 — Credit facility: Outstanding balance 1,050,000 902,000 (1,952,000) — — Deferred costs (3) (4,331) (5) 3,160 1,176 — Credit facility, net 1,045,669 901,995 (1,948,840) 1,176 — Total debt $ 5,705,725 $ 2,667,762 $ (2,467,568) $ 7,146 $ 5,913,065 ____________________________________ (1) Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective mortgage notes using the effective-interest method. (2) Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. (3) Deferred costs relate to the Credit Facility Term Loan, as defined in the “Credit Facility” section below. Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of December 31, 2020 (dollar amounts in thousands): Encumbered Properties Net Carrying Value of Collateralized Properties (1) Outstanding Balance Weighted-Average Interest Rate (2) Weighted-Average Years to Maturity (3) Fixed-rate debt 278 $ 1,682,514 $ 1,318,126 5.01 % 2.1 Variable-rate debt 1 29,129 15,069 3.75 % (4) 0.6 Total (5) 279 $ 1,711,643 $ 1,333,195 4.99 % 2.1 ____________________________________ (1) Net carrying value is real estate assets, including investment in direct financing leases, net of real estate liabilities. (2) Weighted average interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of December 31, 2020. (5) The table above does not include mortgage notes associated with unconsolidated joint ventures and preferred equity investments of $550.5 million, which are non-recourse to the Company. The Company’s mortgage loan agreements generally restrict corporate guarantees and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as debt service coverage ratios and minimum net operating income). The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. At December 31, 2020, the Company believes that it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends. The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to December 31, 2020 (in thousands): Total 2021 $ 314,042 2022 266,951 2023 124,217 2024 621,021 2025 1,078 Thereafter 5,886 Total $ 1,333,195 Corporate Bonds As of December 31, 2020, the OP had $4.65 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance December 31, 2020 Interest Rate Maturity Date Senior Notes due 2024 $ 500,000 4.600 % February 6, 2024 Senior Notes due 2025 550,000 4.625 % November 1, 2025 Senior Notes due 2026 600,000 4.875 % June 1, 2026 Senior Notes due 2027 600,000 3.950 % August 15, 2027 Senior Notes due January, 2028 600,000 3.400 % January 15, 2028 Senior Notes due June, 2028 500,000 2.200 % June 15, 2028 Senior Notes due 2029 600,000 3.100 % December 15, 2029 Senior Notes due 2032 700,000 2.850 % December 15, 2032 Total balance and weighted-average interest rate $ 4,650,000 3.685 % On June 29, 2020, the Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating Partnership’s 3.40% Senior Notes due 2028 (the “Senior Notes due January 2028”). On November 17, 2020, the Company closed a senior note offering, consisting of $500.0 million aggregate principal amount of the Operating Partnership’s 2.20% Senior Notes due 2028 (the “Senior Notes due June 2028”) and $700.0 million aggregate principal amount of the Operating Partnership’s 2.85% Senior Notes due 2032 (the “Senior Notes due 2032”). The Senior Notes are guaranteed by the General Partner. The OP may redeem all or a part of any series of the Senior Notes at any time, at its option, for the redemption prices set forth in the indenture governing the Senior Notes. Generally, 60 to 90 days prior to maturity, the redemption price will be equal to 100% of the principal amount of the Senior Notes. The Senior Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”) and are freely transferable. The indenture governing our Senior Notes requires us to maintain financial ratios which include maintaining (i) a maximum limitation on incurrence of total debt less than or equal to 65% of Total Assets (as defined in the indenture), (ii) maximum limitation on incurrence of secured debt less than or equal to 40% of Total Assets (as defined in the indenture), (iii) a minimum debt service coverage ratio of at least 1.5x and (iv) a minimum unencumbered asset value of at least 150% of the aggregate principal amount of all of the outstanding Unsecured Debt (as defined in the indenture). As of December 31, 2020, the Company believes that it was in compliance with the financial covenants of our Senior Notes based on the covenant limits and calculations in place at that time. Convertible Debt The Company had an outstanding balance of $321.8 million of its 3.75% convertible senior notes due December 15, 2020 (the “2020 Convertible Notes”) as of December 31, 2019. During the year ended December 31, 2020, the 2020 Convertible Notes were repaid in full in accordance with the indenture governing the 2020 Convertible Notes. Credit Facility On May 23, 2018, the General Partner, as guarantor, and the OP, as borrower, entered into a credit agreement with Wells Fargo Bank, National Association as administrative agent and other lenders party thereto (the “Credit Agreement”). The Credit Agreement provided for maximum borrowings of $2.9 billion, originally consisting of a $2.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $900.0 million unsecured term loan facility (the “Credit Facility Term Loan,” together with the Revolving Credit Facility, the “Credit Facility”). Effective December 27, 2019, the Company reduced the amount available under its Revolving Credit Facility from $2.0 billion to $1.5 billion. On May 27, 2020, the Operating Partnership and the Company, entered into Amendment No. 1 to the Credit Agreement (the “Amendment”) which, among other things, modified the measurement period for certain financial covenants (and relevant associated definitions) from either the prior quarterly period annualized or the prior six month period to the four consecutive fiscal quarter period most recently ending. As of December 31, 2020, no amounts were outstanding under the Revolving Credit Facility and the Company repaid the outstanding balance of $900.0 million on the Credit Facility Term Loan in connection with the termination of the related interest rate swap agreements discussed in Note 7 – Derivatives and Hedging Activities. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility is $50.0 million. As of December 31, 2020, there were $3.7 million of letters of credit outstanding. The Revolving Credit Facility generally bears interest at an annual rate of LIBOR plus 0.775% to 1.55% or Base Rate plus 0.00% to 0.55% (based upon the General Partner’s then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR plus 1.0%, determined on a daily basis. The Credit Facility Term Loan generally bore interest at an annual rate of LIBOR plus 0.85% to 1.75%, or Base Rate plus 0.00% to 0.75% (based upon the General Partner’s then current credit rating). In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company’s election, the Company may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates. In the event of default, at the election of a majority of the lenders (or automatically upon a bankruptcy event of default with respect to the OP or the General Partner), the commitments of the lenders under the Credit Facility will terminate, and payment of any unpaid amounts in respect of the Credit Facility will be accelerated. The Revolving Credit Facility terminates on May 23, 2022, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for two six and subject to any breakage fees, the OP may prepay borrowings under the Credit Facility (subject to certain limitations applicable to the prepayment of any loans obtained through an interest rate auction, as described above). The OP incurs a facility fee equal to 0.10% to 0.30% per annum (based upon the General Partner’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the Revolving Credit Facility. The OP also incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees. The Credit Facility requires restrictions on corporate guarantees, as well as the maintenance of financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). The key financial covenants in the Credit Facility, as defined and calculated per the terms of the Credit Agreement, include maintaining (i) a maximum leverage ratio less than or equal to 60%, (ii) a minimum fixed charge coverage ratio of at least 1.5x, (iii) a secured leverage ratio less than or equal to 45%, (iv) a total unencumbered asset value ratio less than or equal to 60% and (v) a minimum unencumbered interest coverage ratio of at least 1.75x. The Company believes that it was in compliance with the financial covenants pursuant to the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of December 31, 2020. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Cash Flow Hedges of Interest Rate Risk The Company had interest rate swap agreements with an aggregate $900.0 million notional amount, which were designated as cash flow hedges. The Company also had forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. During the fourth quarter of 2020, the Company terminated interest rate swap agreements with an aggregate $900.0 million notional amount and terminated the forward starting interest rate swaps with a notional amount of $400.0 million in connection with the early repayment of borrowings under the Credit Facility Term Loan, as discussed in Note 6 – Debt. In connection with the hedge terminations, the Company accelerated the reclassification of amounts in other comprehensive income to earnings as a result of the hedged forecasted transactions becoming probable not to occur, which was offset by a gain related to the derecognition of derivative liabilities. The Company paid $85.4 million of termination and other fees, which are included in (loss) gain on derivative instruments, net in the accompanying consolidated statements of operations. The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges as well as their classification in the consolidated balance sheets as of December 31, 2020 and December 31, 2019 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location December 31, 2020 December 31, 2019 Interest rate swaps Rent and tenant receivables and other assets, net $ — $ 250 Interest rate swaps Derivative, deferred rent and other liabilities $ — $ (28,081) During the years ended December 31, 2020 and 2019, the Company recorded unrealized losses of $71.5 million and $29.9 million, respectively, for changes in the fair value of the cash flow hedges in accumulated other comprehensive income. There were no similar amounts recorded during the year ended December 31, 2018. The Company reclassified previous losses of $99.7 million, $2.5 million, and $0.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, from accumulated other comprehensive income (loss) into interest expense as a result of the hedged transactions impacting earnings. 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, 2020 and December 31, 2019, 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, 2020 and December 31, 2019 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount December 31, 2020 $ — $ — $ — $ — $ — $ — $ — $ — December 31, 2019 $ 250 $ (28,081) $ — $ 250 $ (28,081) $ — $ — $ (27,831) |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental Cash Flow Disclosures Supplemental cash flow information was as follows for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Supplemental disclosures: Cash paid for interest $ 240,075 $ 281,490 $ 267,400 Cash paid for income taxes $ 5,850 $ 5,019 $ 5,589 Non-cash investing and financing activities: Accrued capital expenditures, tenant improvements and real estate developments $ 6,158 $ 13,412 $ 12,648 Accrued deferred financing costs $ 24 $ 1,100 $ 67 Real estate contributions to industrial partnership and office partnership $ 17,240 $ 29,577 $ — Distributions declared and unpaid $ 89,514 $ 150,365 $ 148,383 Distributions payable relinquished $ — $ 12,522 $ — Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure $ — $ 19,525 $ 16,200 Real estate investments received from lease related transactions $ 259 $ 3,800 $ 1,386 Real estate investments relinquished $ 862 $ — $ — Establishment of right-of-use assets and lease liabilities $ — $ 236,286 $ — Nonmonetary exchanges: Exchange of real estate investments $ — $ 8,900 $ — |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Accrued interest $ 44,164 $ 31,925 Accrued real estate and other taxes 27,689 25,320 Accrued legal fees and litigation settlements 11,245 25,571 Accounts payable 1,895 1,779 Accrued other 32,022 41,725 Total $ 117,015 $ 126,320 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 financial position or results of operations. Purchase Commitments In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material adverse effect on the results of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Lessor The Company is the lessor for its 3,831 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.01 years to 24.1 years. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Fixed: Cash rent (1) $ 1,036,422 $ 1,102,538 $ 1,121,482 Straight-line rent (2) 25,161 28,032 39,772 Lease intangible amortization (3,357) (2,538) (4,178) Property operating cost reimbursements 5,866 5,559 5,375 Sub-lease (3) 20,141 21,496 16,178 Total fixed 1,084,233 1,155,087 1,178,629 Variable (4) 73,404 81,310 78,179 Income from direct financing leases 648 837 1,059 Total rental revenue $ 1,158,285 $ 1,237,234 $ 1,257,867 ____________________________________ (1) For the year ended December 31, 2020, the Company had $17.9 million of rental revenue related to deferral agreements executed through February 16, 2021, which qualify for the COVID-19 Lease Concessions Relief. For the year ended December 31, 2020, cash rent was negatively impacted by (i) $18.3 million of abated rental revenue pursuant to lease amendments executed through December 31, 2020, which increased the weighted average lease term for the related properties and (ii) a reduction to rental revenue of $23.0 million that was related to the impact of the COVID-19 pandemic, of which $9.6 million represented an increase to the general allowance for rental revenue and $13.4 million represented amounts not probable of collection at December 31, 2020 and rental revenue will be recognized as cash is received. (2) For the year ended December 31, 2020, straight-line rent was reduced by $3.5 million that was related to the impact of the COVID-19 pandemic, for straight-line rent receivables that were deemed not probable of collection. (3) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (4) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2020 (in thousands). These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes. Future Minimum Future Minimum (1) 2021 $ 1,043,236 $ 2,000 2022 992,411 1,925 2023 927,738 1,565 2024 856,646 510 2025 752,049 169 Thereafter 4,728,485 655 Total $ 9,300,565 $ 6,824 ____________________________________ (1) Related to 18 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.2 years to 78.6 years, some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 15.9 years as of December 31, 2020. Under certain ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance, which are generally reimbursed by the ground lease sub-tenants. The weighted average discount rate for the Company’s operating leases was 4.91% as of December 31, 2020. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Operating lease cost (1) $ 24,259 $ 24,392 Sublease income (2) $ (20,141) $ (21,496) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million, respectively, the Company reduced the right-of-use assets by $2.1 million and operating lease liabilities by $2.6 million, for non-cash activity related to dispositions and lease modifications during the year ended December 31, 2019. During the year ended December 31, 2020, the Company reduced the right-of-use assets and operating lease liabilities by $1.2 million and $1.3 million, respectively. The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 $ 22,420 2022 21,709 2023 21,300 2024 20,656 2025 20,213 Thereafter 206,752 Total 313,050 Less: imputed interest 103,946 Total $ 209,104 The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2019 (in thousands). Future Minimum Lease Payments 2020 $ 22,287 2021 22,284 2022 22,122 2023 21,695 2024 21,132 Thereafter 225,457 Total $ 334,977 Less: imputed interest 113,916 Total $ 221,061 |
Leases | Leases Lessor The Company is the lessor for its 3,831 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.01 years to 24.1 years. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Fixed: Cash rent (1) $ 1,036,422 $ 1,102,538 $ 1,121,482 Straight-line rent (2) 25,161 28,032 39,772 Lease intangible amortization (3,357) (2,538) (4,178) Property operating cost reimbursements 5,866 5,559 5,375 Sub-lease (3) 20,141 21,496 16,178 Total fixed 1,084,233 1,155,087 1,178,629 Variable (4) 73,404 81,310 78,179 Income from direct financing leases 648 837 1,059 Total rental revenue $ 1,158,285 $ 1,237,234 $ 1,257,867 ____________________________________ (1) For the year ended December 31, 2020, the Company had $17.9 million of rental revenue related to deferral agreements executed through February 16, 2021, which qualify for the COVID-19 Lease Concessions Relief. For the year ended December 31, 2020, cash rent was negatively impacted by (i) $18.3 million of abated rental revenue pursuant to lease amendments executed through December 31, 2020, which increased the weighted average lease term for the related properties and (ii) a reduction to rental revenue of $23.0 million that was related to the impact of the COVID-19 pandemic, of which $9.6 million represented an increase to the general allowance for rental revenue and $13.4 million represented amounts not probable of collection at December 31, 2020 and rental revenue will be recognized as cash is received. (2) For the year ended December 31, 2020, straight-line rent was reduced by $3.5 million that was related to the impact of the COVID-19 pandemic, for straight-line rent receivables that were deemed not probable of collection. (3) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (4) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2020 (in thousands). These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes. Future Minimum Future Minimum (1) 2021 $ 1,043,236 $ 2,000 2022 992,411 1,925 2023 927,738 1,565 2024 856,646 510 2025 752,049 169 Thereafter 4,728,485 655 Total $ 9,300,565 $ 6,824 ____________________________________ (1) Related to 18 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.2 years to 78.6 years, some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 15.9 years as of December 31, 2020. Under certain ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance, which are generally reimbursed by the ground lease sub-tenants. The weighted average discount rate for the Company’s operating leases was 4.91% as of December 31, 2020. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Operating lease cost (1) $ 24,259 $ 24,392 Sublease income (2) $ (20,141) $ (21,496) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million, respectively, the Company reduced the right-of-use assets by $2.1 million and operating lease liabilities by $2.6 million, for non-cash activity related to dispositions and lease modifications during the year ended December 31, 2019. During the year ended December 31, 2020, the Company reduced the right-of-use assets and operating lease liabilities by $1.2 million and $1.3 million, respectively. The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 $ 22,420 2022 21,709 2023 21,300 2024 20,656 2025 20,213 Thereafter 206,752 Total 313,050 Less: imputed interest 103,946 Total $ 209,104 The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2019 (in thousands). Future Minimum Lease Payments 2020 $ 22,287 2021 22,284 2022 22,122 2023 21,695 2024 21,132 Thereafter 225,457 Total $ 334,977 Less: imputed interest 113,916 Total $ 221,061 |
Leases | Leases Lessor The Company is the lessor for its 3,831 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.01 years to 24.1 years. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Fixed: Cash rent (1) $ 1,036,422 $ 1,102,538 $ 1,121,482 Straight-line rent (2) 25,161 28,032 39,772 Lease intangible amortization (3,357) (2,538) (4,178) Property operating cost reimbursements 5,866 5,559 5,375 Sub-lease (3) 20,141 21,496 16,178 Total fixed 1,084,233 1,155,087 1,178,629 Variable (4) 73,404 81,310 78,179 Income from direct financing leases 648 837 1,059 Total rental revenue $ 1,158,285 $ 1,237,234 $ 1,257,867 ____________________________________ (1) For the year ended December 31, 2020, the Company had $17.9 million of rental revenue related to deferral agreements executed through February 16, 2021, which qualify for the COVID-19 Lease Concessions Relief. For the year ended December 31, 2020, cash rent was negatively impacted by (i) $18.3 million of abated rental revenue pursuant to lease amendments executed through December 31, 2020, which increased the weighted average lease term for the related properties and (ii) a reduction to rental revenue of $23.0 million that was related to the impact of the COVID-19 pandemic, of which $9.6 million represented an increase to the general allowance for rental revenue and $13.4 million represented amounts not probable of collection at December 31, 2020 and rental revenue will be recognized as cash is received. (2) For the year ended December 31, 2020, straight-line rent was reduced by $3.5 million that was related to the impact of the COVID-19 pandemic, for straight-line rent receivables that were deemed not probable of collection. (3) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (4) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2020 (in thousands). These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes. Future Minimum Future Minimum (1) 2021 $ 1,043,236 $ 2,000 2022 992,411 1,925 2023 927,738 1,565 2024 856,646 510 2025 752,049 169 Thereafter 4,728,485 655 Total $ 9,300,565 $ 6,824 ____________________________________ (1) Related to 18 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.2 years to 78.6 years, some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 15.9 years as of December 31, 2020. Under certain ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance, which are generally reimbursed by the ground lease sub-tenants. The weighted average discount rate for the Company’s operating leases was 4.91% as of December 31, 2020. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Operating lease cost (1) $ 24,259 $ 24,392 Sublease income (2) $ (20,141) $ (21,496) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million, respectively, the Company reduced the right-of-use assets by $2.1 million and operating lease liabilities by $2.6 million, for non-cash activity related to dispositions and lease modifications during the year ended December 31, 2019. During the year ended December 31, 2020, the Company reduced the right-of-use assets and operating lease liabilities by $1.2 million and $1.3 million, respectively. The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 $ 22,420 2022 21,709 2023 21,300 2024 20,656 2025 20,213 Thereafter 206,752 Total 313,050 Less: imputed interest 103,946 Total $ 209,104 The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2019 (in thousands). Future Minimum Lease Payments 2020 $ 22,287 2021 22,284 2022 22,122 2023 21,695 2024 21,132 Thereafter 225,457 Total $ 334,977 Less: imputed interest 113,916 Total $ 221,061 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity | Equity Reverse Stock Split The Company’s one-for-five reverse stock split of its Common Stock took effect after markets closed on December 17, 2020 following the filing of amendments to its charter with the Maryland State Department of Assessments and Taxation whereby every five shares of VEREIT's issued and outstanding shares of Common Stock, $0.01 par value per share, were converted into one share of Common Stock, $0.01 par value per share. VEREIT’s Common Stock began trading on the NYSE on a split-adjusted basis beginning December 18, 2020. Fractional shares resulting from the reverse stock split were paid in cash based on the trailing average closing price of VEREIT’s Common Stock on the New York Stock Exchange for a period of three days prior to the effective date. The reverse stock split affected all record holders of VEREIT’s Common Stock uniformly and did not affect any record holder’s percentage ownership interest, except for de minimus changes as a result of the elimination of fractional shares. Trading in the Common Stock continued on the NYSE under the symbol “VER” but the Common Stock was assigned a new CUSIP number. The reverse stock split reduced the number of shares of Common Stock outstanding but did not affect the number of VEREIT’s authorized shares of Common Stock. A corresponding reverse split of the outstanding OP Units also took effect on December 17, 2020. Common Stock and General Partner OP Units The General Partner is authorized to issue up to 1.5 billion shares of Common Stock. As of December 31, 2020, the General Partner had approximately 228.9 million shares of Common Stock issued and outstanding. Additionally, the Operating Partnership had approximately 228.9 million General Partner OP Units issued and outstanding as of December 31, 2020, corresponding to the General Partner’s outstanding shares of Common Stock. Common Stock Continuous Offering Program The Company initiated its continuous equity offering program in 2019, pursuant to which the Company could sell shares of common stock in “at-the-market” offerings or certain other transactions (the “ATM Program”). The proceeds from any sale of shares under the ATM Program have been and will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. During the year ended December 31, 2019, the Company issued an aggregate of 1.81 million shares under the ATM Program, at a weighted average price per share of $48.00, for gross proceeds of $86.7 million. The weighted average price per share, net of commissions, was $47.28, for net proceeds of $85.4 million. During the year ended December 31, 2020, the Company issued an aggregate of 13.3 million shares under the ATM Program, at a weighted average price per share of $36.41, for gross proceeds of $484.1 million. The weighted average price per share, net of commissions, was $36.00, for net proceeds of $478.7 million. The Company incurred $0.1 million of other offering expenses. As of December 31, 2020, the Company sold an aggregate of $572.2 million under the ATM Program, which had an initial capacity of $750.0 million. Series F Preferred Stock and Series F Preferred OP Units The Series F Preferred Stock pays cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis). The General Partner may, at its option, redeem shares of the Series F Preferred Stock, in whole or from time to time in part, at a redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for redemption. The shares of Series F Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the General Partner redeems or otherwise repurchases them or they become convertible and are converted into Common Stock (or, if applicable, alternative consideration). The Series F Preferred Units contain the same terms as the Series F Preferred Stock. During the year ended December 31, 2019, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock, representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of 2019. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends. During the year ended December 31, 2020, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock, representing approximately 38.87% of the issued and outstanding shares of Series F Preferred Stock as of the beginning of 2020. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus accrued and unpaid dividends. As of December 31, 2020, there were approximately 18.9 million shares of Series F Preferred Stock, approximately 18.9 million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and outstanding. For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nondividend distributions. Nondividend distributions will reduce U.S stockholders’ basis (but not below zero) in their shares. The following table shows the character of the Series F Preferred Stock distributions paid on a percentage basis for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Ordinary dividends — % 71.7 % 100.0 % Nondividend distributions 100.0 % — % — % Capital gain distributions — % 28.3 % — % Total 100.0 % 100.0 % 100.0 % Limited Partner OP Units As of December 31, 2020 the Operating Partnership had approximately 0.2 million Limited Partner OP Units outstanding. Common Stock Dividends On November 4, 2020, the Company’s Board of Directors declared a quarterly cash dividend for the fourth quarter of 2020 of $0.077 per share of Common Stock consistent with the prior quarter’s dividend. The dividend was paid on January 15, 2021 to Common Stock stockholders of record as of December 31, 2020 and was equivalent to $0.385 per share after accounting for the one-for-five reverse stock split. An equivalent distribution by the Operating Partnership is applicable per OP Unit. For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nondividend distributions. Nondividend distributions will reduce U.S stockholders’ basis (but not below zero) in their shares. The following table shows the character of the Common Stock distributions paid on a percentage basis for the years ended December 31, 2020, 2019 or 2018: Year Ended December 31, 2020 2019 2018 Ordinary dividends — % 45.0 % 13.8 % Nondividend distributions 100.0 % 37.2 % 86.2 % Capital gain distributions — % 17.8 % — % Total 100.0 % 100.0 % 100.0 % Share Repurchase Program The Company has a share repurchase program (the “2019 Share Repurchase Program”), together with its prior share repurchase program from 2018 which was terminated on May 3, 2018, (the “Share Repurchase Programs”) that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the 2019 Share Repurchase Program, repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements. The 2019 Share Repurchase Program does not obligate the Company to make any repurchases at a specific time or in a specific situation and repurchases are influenced by prevailing market conditions, the trading price of the Common Stock, the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company under the 2019 Share Repurchase Program, if any, will be returned to the status of authorized but unissued shares of Common Stock. There were no share repurchases under the 2019 Share Repurchase Program during the years ended December 31, 2020 or 2019. As of December 31, 2020, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based Compensation | Equity-based Compensation Equity-based Compensation The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the vesting period or when the requirements for exercise of the award have been met. Restricted Shares are considered issued and outstanding and provide for rights identical to those of Common Stock. Restricted Stock Units do not provide for any rights of a common stockholder prior to the vesting of such Restricted Stock Units. As is the case when fully vested shares of Common Stock are issued from the Equity Plan, for each Restricted Share awarded under the Equity Plan, the Operating Partnership issues a General Partner OP Unit to the General Partner with identical terms. Upon vesting or settlement of Restricted Stock Units or Deferred Stock Units, respectively, the Operating Partnership issues a General Partner OP Unit to the General Partner for each share of Common Stock issued as a result of such vesting. The General Partner has authorized and reserved a total number of shares equal to 10.0% of the total number of issued and outstanding shares of Common Stock (on a fully diluted basis assuming the redemption of all OP Units for shares of Common Stock) to be issued at any time under the Equity Plan for equity incentive awards. As of December 31, 2020 , the General Partner had cumulatively awarded under its Equity Plan approximately 3.6 million shares of Common Stock, which was comprised of 0.8 million Restricted Shares, net of the forfeiture of 0.7 million Restricted Shares through that date, 1.5 million restricted stock units (“Restricted Stock Units”), net of the forfeiture/cancellation of 0.4 million Restricted Stock Units through that date, 0.2 million deferred stock units (“Deferred Stock Units”), and 1.1 million stock options (“Stock Options”), net of forfeiture/cancellation of 0.1 million Stock Options through that date. Accordingly, as of such date, approximately 20.4 million additional shares were available for future issuance, excluding the effect of the 1.1 million Stock Options. As of December 31, 2020, a total of 9,000 shares were awarded under the non-executive director restricted share plan out of the 19,800 shares reserved for issuance. Restricted Shares The Company issued Restricted Shares to certain employees and non-executive directors beginning in 2011. In addition, the Company issued Restricted Shares to employees of affiliates of the Former Manager prior to 2015. The fair value of the Restricted Shares granted to 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. The fair value of Restricted Shares granted to non-executive directors and employees of affiliates of the Former Manager under the Equity Plan was measured based upon the fair value of goods or services received or the equity instruments granted, whichever was more reliably determinable, and was expensed in full at the date of grant. During the years ended December 31, 2019 and 2018, the Company recorded $0.1 million and $0.6 million, respectively, of compensation expense related to the Restricted Shares. During the year ended December 31, 2019, all Restricted Shares vested. As such, there was no further unrecognized compensation expense or activity related to the Restricted Shares. Time-Based Restricted Stock Units Under the Equity Plan, the Company may award Restricted Stock Units to employees that will vest if the recipient maintains employment over the requisite service period (the “Time-Based Restricted Stock Units”). The fair value of the Time-Based Restricted Stock Units granted to 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, which is generally three years. During the year ended December 31, 2020, the Company recorded $5.6 million of compensation expense related to Time-Based Restricted Stock Units. During each of the years ended December 31, 2019 and 2018, the Company recorded $5.1 million of such expenses. During the year ended December 31, 2019, this includes compensation expense attributable to awards for which the requisite service period begins prior to the assumed future grant date. As of December 31, 2020, there was $7.5 million of unrecognized compensation expense related to the Time-Based Restricted Stock Units with a weighted-average remaining term of 2.2 years. The following table details the activity of the Time-Based Restricted Stock Units during the year ended December 31, 2020. Time-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested units, December 31, 2019 250,320 $ 38.66 Granted 155,622 48.20 Vested (119,107) 39.10 Forfeited (2,938) 43.92 Unvested units, December 31, 2020 283,897 $ 43.65 Deferred Stock Units The Company may award Deferred Stock Units to non-executive directors under the Equity Plan. Each Deferred Stock Unit represents the right to receive one share of Common Stock. The Deferred Stock Units provide for immediate vesting on the grant date and will be settled with Common Stock either on the earlier of the date on which the respective director separates from the Company, dies or the third anniversary of the grant date, or if granted pursuant to the director’s voluntary election to participate in the director’s deferred compensation program, on the date the director separates from the Company (or upon a change of control or death). The fair value of the Deferred Stock Units is determined using the closing stock price on the grant date and is expensed over the requisite service period or on the grant date for awards with no requisite service period. During the year ended December 31, 2020, the Company recorded $1.1 million of expense related to Deferred Stock Units. During each of the years ended December 31, 2019 and 2018, the Company recorded approximately $1.2 million of such expenses. As of December 31, 2020, there is no unrecognized compensation expense related to the Deferred Stock Units. The following table details the activity of the Deferred Stock Units during the year ended December 31, 2020. Deferred Stock Units Weighted-Average Grant Date Fair Value Unvested units, December 31, 2019 — $ — Granted 44,729 27.92 Vested (44,729) 27.92 Forfeited — — Unvested units, December 31, 2020 — $ — Long-Term Incentive Awards The General Partner may award long-term incentive-based Restricted Stock Units (the “LTI Target Awards”) to employees under the Equity Plan. Vesting of the LTI Target Awards is based upon the General Partner’s level of achievement of total stockholder return (“TSR”), including both share price appreciation and Common Stock dividends, as measured equally against a market index and against a peer group generally over a three The fair value and derived service period of the LTI Target Awards as of their grant date is determined using a Monte Carlo simulation which takes into account multiple input variables that determine the probability of satisfying the required TSR, as outlined in the award agreements. This method requires the input of assumptions, including the future dividend yield, the expected volatility of the Common Stock and the expected volatility of the market index constituents and the peer group. Compensation expense is recognized on a straight-line basis over the requisite service period regardless of whether the necessary TSR is attained, provided that the requisite service condition has been achieved. During the years ended December 31, 2020, 2019 and 2018, the Company recorded $5.3 million, $5.5 million and $5.8 million, respectively, of expense related to the LTI Target Awards. As of December 31, 2020, there was $7.4 million of unrecognized compensation expense related to the LTI Target Awards with a weighted-average remaining term of 2.3 years. The following table details the activity of the LTI Target Awards during the year ended December 31, 2020. LTI Target Awards Weighted-Average Grant Date Fair Value Unvested units, December 31, 2019 322,819 $ 35.98 Granted 133,644 47.89 Vested (132,361) 32.20 Forfeited (45,177) 32.53 Unvested units, December 31, 2020 278,925 $ 44.03 Stock Options The General Partner may award Stock Options to employees that will vest if the recipient maintains constant employment through the end of the requisite service period. The fair value of the Stock Options as of their grant date is determined using the Black-Scholes option pricing model, which requires the input of assumptions including expected terms, expected volatility, dividend yield and risk free rate. Expected term was calculated using the midpoint between the three The following inputs and assumptions were used to calculate the weighted-average fair values of the options granted at the date of grant as follows: February 20, 2019 February 21, 2018 Expected term (in years) 6.5 6.5 Volatility 24.21 % 27.39 % Dividend yield 7.09 % 7.21 % Risk-free rate 2.52 % 2.75 % Grant date fair value $ 3.70 $ 3.80 Compensation expense is recognized on a straight-line basis over the service period above. During the years ended December 31, 2020, 2019 and 2018, the Company recorded $1.3 million and $1.2 million and $0.6 million, respectively, of expense related to Stock Options. As of December 31, 2020, there was $0.9 million of unrecognized compensation expense related to Stock Options with a weighted-average remaining term of 1.0 year. The following table details the activity of the Stock Options during the year ended December 31, 2020. Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Unvested options, December 31, 2019 1,072,406 $ 37.85 8.66 $ 8,954,271 Granted — — — — Exercised — — — — Forfeited (16,020) 37.80 — — Unvested options, December 31, 2020 1,056,386 $ 37.85 7.65 $ 1,842,198 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On November 13, 2017, the Company entered into a purchase and sale agreement (as amended by that certain First Amendment to the Purchase and Sale Agreement, dated as of February 1, 2018, the “Cole Capital Purchase and Sale Agreement”). On February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital, under the terms of the Cole Capital Purchase and Sale Agreement. Substantially all of the Cole Capital segment operations were conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. The OP sold all of the issued and outstanding shares of common stock of CCA and certain of CCA’s subsidiaries to the Cole Purchaser, an affiliate of CIM Group, LLC for approximately $120.0 million paid in cash at closing. The Company could also earn up to an aggregate of $80.0 million of Net Revenue Payments in each calendar year through December 31, 2023 if future revenues of Cole Capital exceed a specified dollar threshold in a calendar year. There were no Net Revenue Payments received or earned since the sale. Substantially all of the Cole Capital segment financial results are reflected in the financial statements as discontinued operations. There were no discontinued operations or cash flows for the years ended December 31, 2020 or 2019. There were also no assets and liabilities related to discontinued operations as of December 31, 2020, 2019 or 2018. The following is a summary of the financial information for discontinued operations for the year ended December 31, 2018 (in thousands): 2018 Revenues: Offering-related fees and reimbursements $ 1,027 Transaction service fees and reimbursements 334 Management fees and reimbursements 6,452 Total revenues 7,813 Operating expenses: Cole Capital reallowed fees and commissions 602 Transaction costs (1) (654) General and administrative 4,450 Total operating expenses 4,398 Loss on disposition and assets held for sale (1,815) Income before taxes 1,600 Benefit from income taxes 2,095 Income from discontinued operations, net of income taxes $ 3,695 ___________________________________ (1) The negative balance for the year ended December 31, 2018 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. The following is a summary of cash flows related to discontinued operations for the year ended December 31, 2018 (in thousands): 2018 Cash flows related to discontinued operations: Cash flows used in operating activities $ (10,468) Cash flows from investing activities $ 122,915 Income Taxes Cole Capital’s business, substantially all of which was conducted through a TRS, recognized a tax benefit of $2.1 million for the year ended December 31, 2018. There were no related benefits or provisions for the years ended December 31, 2020 or 2019. The following table presents the reconciliation of the (benefit from) provision for income taxes with the amount computed by applying the statutory federal income tax rate to income (loss) before income taxes for the year ended December 31, 2018 (in thousands): 2018 Income before taxes $ 1,600 Less: Income from non-taxable entities (685) Income attributable to taxable subsidiaries before income taxes $ 915 Federal benefit from income taxes at statutory rate 192 Nondeductible portion of transaction costs and loss recognized on classification as held for sale (719) Impact of valuation allowance (1,158) State income taxes and other (410) Total benefit from income taxes - Cole Capital $ (2,095) The following table presents the components of the benefit from income taxes for the year ended December 31, 2018 (in thousands): 2018 Current Federal $ (74) State (166) Total current benefit from income taxes (240) Deferred Federal (1,756) State (99) Total deferred benefit from income taxes (1,855) Total benefit from income taxes - Cole Capital $ (2,095) |
Related Party Transactions and
Related Party Transactions and Arrangements | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements Cole Capital Through February 1, 2018, the Company was contractually responsible for managing the CCIT II, CCIT III, CCPT V, CIM Real Estate Finance Trust, Inc. (formerly known as Cole Credit Property Trust IV, Inc.) (“CCPT IV” and, collectively with CCIT III and CCPT V, the “CMFT REITs”) and CIM Income NAV, Inc. (formerly known as Cole Real Estate Income Strategy (Daily NAV), Inc.) (“INAV” and, collectively with the CMFT REITs and CCIT II, the “Cole REITs”) affairs on a day-to-day basis, identifying and making acquisitions and investments on the Cole REITs’ behalf, and recommending to the respective board of directors of each of the Cole REITs an approach for providing investors with liquidity. In addition, the Company was responsible for raising capital for certain Cole REITs, advised them regarding offerings, managed relationships with participating broker-dealers and financial advisors, and provided assistance in connection with compliance matters relating to the offerings. The Company received compensation and reimbursement for services relating to the Cole REITs’ offerings and the investment, management and disposition of their respective assets, as applicable. As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of Cole Capital. The Cole Capital financial results are reflected in the consolidated statements of operations as discontinued operations for all periods presented. As a result of the sale of Cole Capital, the Cole REITs are no longer affiliated with the Company. During the year ended December 31, 2018, the Company earned $8.0 million, respectively of offering-related, transaction services and management fees and reimbursements from the Cole REITs. No such fees were earned during the years ended December 31, 2020 and 2019. Investment in the Retained REITs |
Net Income (Loss) Per Share_Uni
Net Income (Loss) Per Share/Unit | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share/Unit | Net Income (Loss) Per Share With respect to the years ended December 31, 2019 and 2018, the General Partner’s unvested Restricted Shares contained non-forfeitable rights to dividends and were considered to be participating securities in accordance with U.S. GAAP and, therefore, were included in the computation of earnings per share under the two-class computation method. With respect to the year ended December 31, 2020, there were no unvested restricted shares. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. The unvested Restricted Shares were not allocated losses as the awards did not have a contractual obligation to share in losses of the General Partner. The two-class computation method is an earnings allocation formula that determines earnings per share for each class of shares of Common Stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The following is a summary of the basic and diluted net income (loss) per share computation for the General Partner for the years ended December 31, 2020, 2019 and 2018 (dollar amounts in thousands): Year Ended December 31, 2020 2019 2018 Income (loss) from continuing operations $ 201,219 $ (307,106) $ (91,725) (Income) loss from continuing operations attributable to non-controlling interests (91) 6,753 2,344 Net income (loss) attributable to the General Partner 201,128 (300,353) (89,381) Dividends to preferred shares and units (44,590) (68,488) (71,892) Net income (loss) from continuing operations available to the General Partner 156,538 (368,841) (161,273) Earnings allocated to participating securities — — (42) Income from discontinued operations, net of income taxes — — 3,695 Income from discontinued operations attributable to limited partners — — (88) Net income (loss) available to common stockholders used in basic net income per share 156,538 (368,841) (157,708) Income attributable to limited partners 150 — — Net income (loss) used in diluted net income per share $ 156,688 $ (368,841) $ (157,708) Weighted average number of Common Stock outstanding - basic 217,548,175 199,627,994 193,818,454 Effect of Limited Partner OP Units and dilutive securities 313,830 — — Weighted average number of common shares - diluted 217,862,005 199,627,994 193,818,454 Basic and diluted net income (loss) per share from continuing operations attributable to common stockholders $ 0.72 $ (1.85) $ (0.83) Basic and diluted net income per share from discontinued operations attributable to common stockholders $ — $ — $ 0.02 Basic and diluted net income (loss) per share attributable to common stockholders $ 0.72 $ (1.85) $ (0.81) The following were excluded from diluted net income (loss) per share attributable to common stockholders, as the effect would have been antidilutive: Year Ended December 31, 2020 2019 2018 Weighted average unvested Restricted Shares and Restricted Stock Units (1) — 318,810 84,074 Weighted average stock options (1) — 104,052 — Weighted average Limited Partner OP Units — 3,596,102 4,745,101 _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. Net Income (Loss) Per Unit The following is a summary of the basic and diluted net income (loss) per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the years ended December 31, 2020, 2019 and 2018 (dollar amounts in thousands): Year Ended December 31, 2020 2019 2018 Income (loss) from continuing operations $ 201,219 $ (307,106) $ (91,725) Loss from continuing operations attributable to non-controlling interests 59 102 154 Net income (loss) attributable to the Operating Partnership 201,278 (307,004) $ (91,571) Dividends to preferred units (44,590) (68,488) (71,892) Net income (loss) from continuing operations available to the Operating Partnership 156,688 (375,492) (163,463) Earnings allocated to participating units — — (42) Income from discontinued operations, net of income taxes — — 3,695 Net income (loss) used in basic and diluted net income per unit $ 156,688 $ (375,492) $ (159,810) Weighted average number of common units outstanding - basic 217,703,031 203,224,097 198,563,555 Effect of dilutive securities 158,974 — — Weighted average number of common units - diluted 217,862,005 203,224,097 198,563,555 Basic and diluted net income (loss) per unit from continuing operations attributable to common unitholders $ 0.72 $ (1.85) $ (0.83) Basic and diluted net income per unit from discontinued operations attributable to common unitholders $ — $ — $ 0.02 Basic and diluted net income (loss) per unit attributable to common unitholders $ 0.72 $ (1.85) $ (0.81) The following were excluded from diluted net income (loss) per unit attributable to common unitholders, as the effect would have been antidilutive: Year Ended December 31, 2020 2019 2018 Weighted average unvested Restricted Shares and Restricted Stock Units (1) — 318,810 84,074 Weighted average stock options (1) — 104,052 — _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2020 for the General Partner (in thousands, except share and per share amounts): Quarters Ended March 31, June 30, September 30, December 31, Total revenues $ 299,182 $ 278,997 $ 295,278 $ 287,909 Net income (loss) 86,863 54,239 97,983 (37,866) Net income (loss) attributable to the General Partner 86,808 54,208 97,932 (37,820) Basic and dilutive net income (loss) per share attributable to common stockholders (1) $ 0.34 $ 0.19 $ 0.40 $ (0.21) _______________________________________________ (1) The sum of the quarterly net income (loss) per share amounts may not agree to the full year net income (loss) per share amounts. The Company calculates net income (loss) per share based on the weighted-average number of outstanding shares of Common Stock during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2020 for the OP (in thousands, except share and per share amounts): Quarters Ended March 31, June 30, September 30, December 31, Total revenues $ 299,182 $ 278,997 $ 295,278 $ 287,909 Net income (loss) 86,863 54,239 97,983 (37,866) Net income (loss) attributable to the OP 86,870 54,247 97,997 (37,836) Basic and dilutive net income (loss) per unit attributable to common unitholders (1) $ 0.34 $ 0.19 $ 0.40 $ (0.21) _______________________________________________ (1) The sum of the quarterly net income (loss) per unit amounts may not agree to the full year net income (loss) per unit amounts. The Company calculates net income (loss) per unit based on the weighted-average number of outstanding units during the reporting period. The average number of units fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2019 for the General Partner (in thousands, except share and per share amounts): Quarters Ended March 31, 2019 June 30, 2019 September 30, December 31, Total revenues (1) $ 316,880 $ 312,188 $ 303,301 $ 305,685 Net income (loss) 70,971 292,284 (741,529) 71,168 Net income (loss) attributable to the General Partner 69,304 285,658 (726,440) 71,125 Basic and dilutive net income (loss) per share attributable to common stockholders (2) $ 0.27 $ 1.37 $ (3.79) $ 0.26 _______________________________________________ (1) Includes the fees from managed partnerships to be consistent with the current year presentation. (2) The sum of the quarterly net income (loss) per share amounts may not agree to the full year net income (loss) per share amounts. The Company calculates net income (loss) per share based on the weighted-average number of outstanding shares of Common Stock during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2019 for the OP (in thousands, except share and per share amounts): Quarters Ended March 31, 2019 June 30, 2019 September 30, December 31, Total revenues (1) $ 316,880 $ 312,188 $ 303,301 $ 305,685 Net income (loss) 70,971 292,284 (741,529) 71,168 Net income (loss) attributable to the OP 70,999 292,314 (741,504) 71,187 Basic and dilutive net income (loss) per unit attributable to common unitholders (2) $ 0.27 $ 1.37 $ (3.79) $ 0.26 _______________________________________________ (1) Includes the fees from managed partnerships to be consistent with the current year presentation. (2) The sum of the quarterly net income (loss) per unit amounts may not agree to the full year net income (loss) per unit amounts. The Company calculates net income (loss) per unit based on the weighted-average number of outstanding units during the reporting period. The average number of units fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Common Stock Dividend On February 23, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.462 per share of Common Stock (equaling an annualized dividend rate of $1.848 per share) for the first quarter of 2021 to stockholders of record as of March 31, 2021, which will be paid on April 15, 2021. An equivalent distribution by the Operating Partnership is applicable per OP Unit. Preferred Stock Dividend On February 23, 2021, the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for April 2021 through June 2021 with respect to the periods included in the table below. The corresponding record and payment dates for each month's Series F Preferred Stock dividend are also shown in the table below. The dividend for the Series F Preferred Stock accrues daily on a 360-day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30-day month. Period Record Date Payment Date March 15, 2021 - April 14, 2021 April 1, 2021 April 15, 2021 April 15, 2021 - May 14, 2021 May 1, 2021 May 17, 2021 May 15, 2021 - June 14, 2021 June 1, 2021 June 15, 2021 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II – Valuation and Qualifying Accounts The following is the analysis of Valuation and Qualifying Accounts for the years ended years ended December 31, 2019 and 2018. There were no similar amounts for the year ended December 31, 2020. Description Balance at Beginning of Year Additions Deductions Balance at Year Ended December 31, 2019 Allowance for doubtful accounts $ 6,309 $ — $ (6,309) (1) $ — Total $ 6,309 $ — $ (6,309) $ — Year Ended December 31, 2018 Reserve for program development costs (2) $ 7,632 $ 651 (3) $ (8,283) $ — Allowance for doubtful accounts and other reserves 12,683 (4) 2,531 (8,905) 6,309 Unsecured note reserve 15,300 — (15,300) — Total $ 35,615 $ 3,182 $ (32,488) $ 6,309 _______________________________________________ (1) Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does not record an allowance for uncollectable accounts. (2) Classified as discontinued operations. (3) Represents additions to the reserve during the period from January 1, 2018 through January 31, 2018, prior to the sale of Cole Capital. (4) Includes $1.0 million classified as discontinued operations. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2020 | |
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 (2) Costs Capitalized Subsequent to Acquisition (3) Gross Amount Carried at December 31, 2020 (4) (5) Accumulated Depreciation (4) (6) Industry Number of Properties Encumbrances at December 31, 2020 (1) Land Buildings, Fixtures and Improvements Date Acquired Date of Construction Administration & Support Services 3 $ — $ 6,537 $ 35,797 $ (4,501) $ 37,833 $ (7,967) 9/28/2012 - 7/2/2014 1954 - 1986 Agricultural 2 — 1,727 13,422 — 15,149 (4,280) 11/5/2013 - 2/7/2014 2005 - 2009 Education 3 — 3,170 22,706 (3,435) 22,441 (4,739) 11/5/2013 - 2/7/2014 1997 - 2000 Entertainment & Recreation 38 4,749 100,708 356,032 2,048 458,788 (63,432) 9/24/2013 - 2/3/2020 1979 - 2019 Finance 149 128,114 88,122 360,180 (10,518) 437,784 (112,279) 8/1/2010 - 2/7/2014 1880 - 2009 Government & Public Services 7 2,600 4,587 38,090 (2,244) 40,433 (12,387) 12/13/2011 - 6/12/2014 1988 - 2011 Healthcare 6 17,751 15,368 107,840 3,072 126,280 (46,970) 11/21/2012 - 9/30/2014 1980 - 2014 Information & Communication 4 10,367 5,652 56,729 4,076 66,457 (18,827) 6/27/2013 - 9/24/2014 1986 - 2002 Insurance 7 58,798 29,184 236,424 3,772 269,380 (64,530) 11/5/2013 - 2/7/2014 2007 - 2012 Logistics 44 26,100 50,877 299,486 29,358 379,721 (123,707) 9/27/2011 - 5/8/2015 1986 - 2013 Manufacturing 48 150,748 92,446 946,216 (18,831) 1,019,831 (255,355) 4/25/2012 - 11/24/2020 1950 - 2020 Mining & Natural Resources 4 — 1,727 14,644 (2,858) 13,513 (3,013) 6/12/2014 - 9/25/2014 2012 - 2014 Other Services 2 — 2,937 30,794 (987) 32,744 (6,645) 11/5/2013 - 10/9/2018 2014 - 2018 Professional Services 33 97,217 47,520 358,603 8,713 414,836 (122,043) 11/16/2012 - 6/30/2014 1951 - 2014 Rental 56 — 25,044 77,794 (626) 102,212 (19,145) 2/7/2014 - 12/30/2020 1960 - 2009 Restaurants - Casual Dining 545 30,860 406,606 936,599 (18,142) 1,325,063 (291,230) 11/13/2012 - 6/26/2017 1965 - 2012 Restaurants - Quick Service 891 — 412,840 803,854 (37,032) 1,179,662 (277,662) 7/27/2012 - 5/16/2014 1926 - 2013 Retail - Apparel & Jewelry 11 45,872 20,420 161,347 — 181,767 (51,647) 5/17/2013 - 11/10/2020 1980 - 2020 Retail - Department Stores 12 7,705 28,136 77,084 304 105,524 (22,311) 3/28/2013 - 7/16/2014 1982 - 2011 Retail - Discount 810 81,232 201,144 711,594 49,993 962,731 (240,707) 10/31/2011 - 12/21/2018 1940 - 2019 Retail - Electronics & Appliances 12 — 26,192 93,769 5,029 124,990 (20,429) 2/7/2014 - 12/18/2019 1991 - 2012 Retail - Gas & Convenience 175 — 107,424 258,729 (852) 365,301 (76,670) 5/4/2012 - 10/15/2020 1922 - 2016 Retail - Grocery & Supermarket 65 69,243 109,371 437,514 551 547,436 (128,939) 9/27/2012 - 7/17/2019 1965 - 2018 Retail - Hobby, Books & Music 11 — 24,569 113,995 505 139,069 (14,534) 2/7/2014 - 6/20/2019 1986 - 2014 Initial Costs (2) Costs Capitalized Subsequent to Acquisition (3) Gross Amount Carried at December 31, 2020 (4) (5) Accumulated Depreciation (4) (6) Industry Number of Properties Encumbrances at December 31, 2020 (1) Land Buildings, Fixtures and Improvements Date Acquired Date of Construction Retail - Home & Garden 105 76,815 187,171 508,529 3,545 699,245 (132,185) 11/9/2009 - 12/23/2020 1960 - 2018 Retail - Home Furnishings 51 1,194 78,530 225,249 (4,828) 298,951 (25,843) 9/26/2012 - 12/23/2020 1964 - 2020 Retail - Internet 1 40,800 1,995 54,332 — 56,327 (15,984) 2/7/2014 2011 Retail - Medical Services 58 6,615 16,817 103,492 (2,846) 117,463 (30,681) 8/1/2010 - 9/30/2014 1955 - 2013 Retail - Motor Vehicle 228 21,630 107,294 483,183 3,360 593,837 (155,326) 9/30/2011 - 3/13/2020 1961 - 2018 Retail - Office Supply 2 — 2,698 5,806 — 8,504 (1,664) 2/7/2014 2010 - 2012 Retail - Pet Supply 16 51,250 30,025 166,076 751 196,852 (42,694) 2/7/2014 - 1/5/2018 1996 - 2017 Retail - Pharmacy 196 196,141 202,670 671,059 (22,469) 851,260 (223,869) 10/5/2011 - 6/24/2014 1980 - 2013 Retail - Specialty (Other) 8 1,454 8,390 38,788 797 47,975 (13,383) 4/19/2013 - 6/26/2014 2010 - 2014 Retail - Sporting Goods 27 12,255 62,693 241,454 55 304,202 (47,748) 7/31/2012 - 12/23/2020 1988 - 2020 Retail - Warehouse Clubs 15 74,897 64,195 232,949 407 297,551 (65,057) 2/20/2013 - 2/7/2014 1989 - 2006 Other (7) 150 91,038 168,741 779,435 (58,123) 890,053 (176,252) 8/1/2010 - 12/10/2020 1818 - 2017 3,795 $ 1,305,445 $ 2,743,527 $ 10,059,594 $ (71,956) $ 12,731,165 $ (2,920,134) _______________________________________________ (1) Excludes a $27.8 million mortgage loan secured by a property classified as held for sale, which will not be transferred to the buyer in the sale transaction . (2) Initial costs exclude subsequent impairment charges. (3) Consists of capital expenditures and real estate development costs, net of condemnations, easements and impairment charges. (4) Gross intangible lease assets of $1.9 billion and the associated accumulated amortization of $943.6 million are not reflected in the table above. (5) The aggregate cost for Federal income tax purposes of land, buildings, fixtures and improvements as of December 31, 2020 was $13.4 billion. (6) Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings and five (7) Includes eight anchored shopping centers and 20 properties with tenants in multiple industries. The following is a reconciliation of the gross real estate activity for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Balance, beginning of year $ 12,939,229 $ 13,592,440 $ 13,577,700 Additions: Acquisitions 275,581 351,135 437,227 Improvements 31,314 56,446 31,898 Deductions/Other: Dispositions (340,290) (947,403) (368,808) Impairments (102,941) (81,078) (84,278) Reclassified to assets held for sale (71,481) (33,724) (2,997) Other (247) 1,413 1,698 Balance, end of year $ 12,731,165 $ 12,939,229 $ 13,592,440 The following is a reconciliation of the accumulated depreciation for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Balance, beginning of year $ 2,727,099 $ 2,622,879 $ 2,217,108 Additions: Depreciation expense 318,535 352,531 497,511 Deductions/Other: Dispositions (65,930) (201,319) (57,346) Impairments (42,346) (34,847) (32,147) Reclassified to assets held for sale (15,652) (7,602) (400) Other (1,572) (4,543) (1,847) Balance, end of year $ 2,920,134 $ 2,727,099 $ 2,622,879 |
Schedule IV - Mortgage Loans He
Schedule IV - Mortgage Loans Held For Investment | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | |
Schedule IV - Mortgage Loans Held For Investment | Schedule IV – Mortgage Loans on Real Estate Year Ended December 31, 2020 2019 2018 Beginning Balance $ — $ 10,164 $ 20,294 Additions during the year: Investment in Mezzanine position (1) 9,959 — — Deductions during the year: Sale of loan investments — (9,946) (8,256) Principal payments received on loan investments (9,959) (106) (897) Amortization of unearned discounts and premiums — (19) 15 Valuation allowance — (93) (992) Ending Balance $ — $ — $ 10,164 ____________________________________ |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). |
Principles of Consolidation and Basis of Presentation | The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. In addition, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each annual reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of each of December 31, 2020 and 2019, there were approximately 0.2 million Limited Partner OP Units issued and outstanding, respectively. As of each of December 31, 2020 and 2019, there were 49,766 Limited Partner Series F Preferred Units issued and outstanding, respectively. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP. |
Reclassification | The fees from managed partnerships, which are fees earned from the Company’s unconsolidated joint venture entities, previously included in other income, net have been presented in its own line item for prior periods presented to be consistent with the current year presentation. The (loss) gain on derivative instruments, net line item, previously included in other income, net, has been presented in its own line item for prior periods presented to be consistent with the current year presentation. |
Per Share Data | Income (loss) per basic share of Common Stock is calculated by dividing net income (loss) less dividends on unvested restricted shares of Common Stock (“Restricted Shares”) and dividends on preferred stock 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. The earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred on the first day of the periods presented. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 goodwill and intangible asset impairments, real estate investment impairment, allocation of purchase price of real estate asset acquisitions and income taxes. |
Lessor | At the inception of a new lease arrangement, 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. The Company has certain properties that are subject to leases that qualified as direct financing leases. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease payments is estimated using a discounted cash flow analysis based on interest rates that would represent the Company’s incremental borrowing rate for similar types of debt. The expected residual property value at the end of the lease term is estimated using market data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income from direct financing leases is calculated using the effective interest method over the remaining term of the lease. 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. |
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, 2020, rental revenue was reduced by $37.0 million, which included (i) $10.2 million of an increase to the general allowance, (ii) $20.7 million for amounts not probable of collection, and (iii) $6.2 million for straight-line rent receivables. Of the $37.0 million reduction to rental revenue for the year ended December 31, 2020, $26.5 million was related to the impact of the novel coronavirus (“COVID-19”) pandemic, of which $9.6 million represented an increase to the general allowance, $13.4 million represented amounts not probable of collection, and $3.5 million was for straight-line rent receivables. Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases. Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic The FASB issued a question-and-answer document, Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic for concessions related to the effects of COVID-19 that provide a deferral of payments with no substantive changes to the consideration of the original contract, 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”). For eligible concessions, the Company has elected not to apply the lease modification guidance in ASC 842. As such, the Company accounts for eligible deferral concessions as if there were no changes made to the lease agreement and, accordingly, continues to recognize income and increases the lease receivable. Ineligible concessions are accounted for as a lease modification under ASC 842, which requires the Company to reevaluate the lease classification and remeasure and reallocate the consideration over the remaining lease term, and include any prepaid rent liabilities and accrued rent assets relating to the original lease as part of the lease payments for the modified lease. During the year ended December 31, 2020, the Company had $17.9 million of rental revenue related to deferral agreements executed through February 16, 2021, which qualify for the COVID-19 Lease Concessions Relief. During the year ended December 31, 2020 the Company abated $18.3 million of rental revenue, pursuant to lease amendments executed through December 31, 2020, which increased the weighted average lease term for the related properties and were accounted for as lease modifications under ASC 842. Fees from Managed Partnerships |
Real Estate Investments | The Company records acquired real estate at cost 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 40 years for buildings, five |
Allocation of Purchase Price of Real Estate Assets | 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 lease intangibles 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. 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. During the years ended December 31, 2020, 2019 and 2018, all real estate acquisitions qualified as asset acquisitions, and external acquisition costs related to asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities as described above. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated statements of operations for all periods presented. |
Assets Held for Sale and Development Activities | Assets Held for Sale Upon classifying a real estate investment as held for sale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. See Note 3 – Real Estate Investments and Related Intangibles for further discussion regarding properties held for sale . If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying value before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell. Development Activities |
Discontinued Operations | The Company reports discontinued operations when a component of an entity or group of components that has been disposed of or classified as held for sale represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The results of operations for assets meeting the definition of discontinued operations are reflected in the Company’s consolidated statements of operations as discontinued operations for all periods presented. See Note 14 — Discontinued Operations for further discussion regarding discontinued operations . |
Investments in Unconsolidated Entities | The Company accounts for its investment in unconsolidated joint venture arrangements using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financing policies of these investments. 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 ventures’ earnings and distributions. The Company records its proportionate share of net income (loss) from the unconsolidated joint ventures in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. See Note 3 – Real Estate Investments and Related Intangibles for further discussion on investments in unconsolidated joint ventures. |
Leasehold Improvements and Property and Equipment | The Company leases its corporate office facilities under operating leases. Leasehold improvements related to these are recorded at cost less accumulated amortization. Leasehold improvements are amortized over the lesser of the estimated useful life or remaining lease term. 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 |
Goodwill | In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. |
Impairments | Real Estate Assets The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in net operating income, 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, co-tenancy clauses 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 an 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. Goodwill The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. To determine whether it is necessary to perform a quantitative goodwill impairment test, the Company first assesses 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 a sustained decrease in the 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 Company then compares the fair value to the carrying value. Goodwill is considered impaired if the carrying value exceeds the fair value. No impairments of goodwill were recorded during the years ended December 31, 2020, 2019 or 2018. See Note 5 – Fair Value Measures for further discussion. Investment in Unconsolidated Joint Ventures 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 any of its investment in the unconsolidated joint ventures. 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 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 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 material impairments of unconsolidated joint ventures were identified during the years ended December 31, 2020, 2019 and 2018. Leasehold Improvements and Property and Equipment Leasehold improvements and 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 by estimated discounted cash flows or market appraisals. The evaluation of leasehold improvements and 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 corporate leasehold improvements and property and equipment were identified during the years ended December 31, 2020, 2019 and 2018. 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 and is reviewed quarterly. During the year ended December 31, 2020, the Company recorded $3.4 million in impairments related to the ROU assets associated with ground leases where the respective leases are expected to be terminated and properties surrendered to the ground owner. No impairments of ROU assets were identified during the year ended December 31, 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 money market funds with original maturities of three months or less. The Company deposits cash with several 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 had $13.8 million and $21.0 million, respectively, in restricted cash as of December 31, 2020 and December 31, 2019. Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In accordance with certain debt agreements, 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 $11.8 million in lender reserves and $2.0 million held in restricted lockbox accounts. Included in restricted cash at December 31, 2019 was $18.8 million in lender reserves and $2.2 million held in restricted lockbox accounts. |
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 Credit Facility (as defined in Note 6 – Debt), 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 Credit Facility are included in rent and tenant receivables and other assets, net 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 |
Convertible Debt | In accordance with U.S GAAP, the 2020 Convertible Notes were accounted for as a liability with a separate equity component recorded for the conversion option. A liability was recorded for the 2020 Convertible Notes on the issuance date at fair value based on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the initial proceeds from the 2020 Convertible Notes and the estimated fair value of the debt instruments resulted in a debt discount, with an offset recorded to additional paid-in capital representing the equity component. The debt discount was amortized to interest expense over the respective term of the 2020 Convertible Notes. |
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 primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps designated as cash flow hedges are used to hedge forecasted issuances of fixed rate debt and the variable cash flows associated with floating rate debt. The Company does not intend to utilize derivatives for purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. |
Litigation and non-routine costs, net | The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below) and other corporate matters which are considered non-routine. |
Loss Contingencies | The Company records a liability in the consolidated financial 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 General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2011. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2020. As a REIT, the General Partner is generally not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). However, the General Partner, its taxable REIT subsidiaries (“TRS”) entities, and the OP are still subject to certain state and local income, franchise and property taxes in the various jurisdictions in which they operate. The General Partner may also be subject to federal income taxes on certain income and excise taxes on its undistributed income. The OP is classified as a partnership for U.S. federal income tax purposes. As a partnership, the OP is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the OP is required to include its allocable share of the OP’s income, gains, losses, deductions and credits for each taxable year. Under the LPA, the OP is to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT. A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducted substantially all of the Cole Capital business activities through a TRS until it sold the Cole Capital business on February 1, 2018. During the year ended December 31, 2020, the Company conducted all of its business in the United States and Puerto Rico and filed income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. With few exceptions, the Company is no longer subject to routine examinations by taxing authorities for years before 2016. Certain of the Company’s intercompany transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation. 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 years ended December 31, 2020, 2019 and 2018, the Company recognized state and local income and franchise tax expense of $4.4 million, $4.3 million and $4.7 million, respectively, which are included in provision for income taxes in the accompanying consolidated statements of operations. In addition, the Company recorded a provision for federal income taxes of $0.4 million for the year ended December 31, 2018 related to a TRS entity, which is also included in provision for income taxes in the accompanying consolidated statements of operations. No provision for federal income taxes related to a TRS entity was recorded for the years ended December 31, 2020 or 2019. The provision for or benefit from income taxes attributable to the Cole Capital business, substantially all of which was conducted through a TRS entity, is included in discontinued operations for all periods presented, as discussed in Note 14 — Discontinued Operations. The Company had no unrecognized tax benefits as of or during the years ended December 31, 2020, 2019 and 2018. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations. |
Recent Accounting Pronouncements | Financial Instruments - Credit Losses The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively Topic 326), effective January 1, 2020. Topic 326 was intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and required that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that was deducted from the amortized cost basis. The amendments in Topic 326 required the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminated the “incurred loss” methodology under current U.S. GAAP. Upon adoption, the Company determined the following to be within the scope of Topic 326: (i) investments in direct financing leases and (ii) other immaterial miscellaneous short term receivables. Due to the short term nature and collection history of the direct financing leases and management fee receivables and the creditworthiness of the direct financing lease tenants, the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Reference Rate Reform During the first quarter of 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Inter-Bank Offer Rate (“LIBOR”)-indexed cash flows to assume that the index upon which future hedged transactions would be based matched the index on the corresponding derivatives. During the fourth quarter of 2020, the Company terminated its interest rate swap agreements with an aggregate $900.0 million notional amount and terminated its forward starting interest rate swaps with a total notional amount of $400.0 million, both of which were designated as cash flow hedges, in connection with the early repayment of borrowings under the Credit Facility Term Loan, as discussed in Note 7 – Derivatives and Hedging Activities. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Litigation and non-routine costs, net of insurance recoveries | Litigation and non-routine costs, net include the following costs and recoveries (in thousands): Year Ended December 31, 2020 2019 2018 Litigation and non-routine costs, net: Legal fees, costs and settlements (1) 4,819 890,378 293,531 Insurance recoveries (2,471) (48,420) (2,568) Other recoveries (2) — (26,536) — Total $ 2,348 $ 815,422 $ 290,963 ___________________________________ (1) Includes all fees, costs and litigation settlements associated with various corporate matters and litigations and investigations prompted by the results of the 2014 investigation conducted by the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Audit Committee Investigation”), net of accrual reversals. |
Real Estate Investments and R_2
Real Estate Investments and Related Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 Real estate investments, at cost: Land $ 55,618 $ 83,476 $ 86,285 Buildings, fixtures and improvements 219,875 268,470 350,942 Total tangible assets 275,493 351,946 437,227 Acquired intangible assets: In-place leases and other intangibles (1) 37,919 51,627 62,791 Above-market leases (2) 29,665 — 2,750 Assumed intangible liabilities: Below-market leases (3) (583) — (116) Total purchase price of assets acquired $ 342,494 $ 403,573 $ 502,652 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 16.0 years, 16.5 years and 16.3 years for 2020 Acquisitions, 2019 Acquisitions and 2018 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 19.5 years and 10.8 years for 2020 Acquisitions and 2018 Acquisitions, respectively. (3) The weighted average amortization period for assumed intangible lease liabilities is 14.0 years and 9.9 years for 2020 Acquisitions and 2018 Acquisitions, respectively. |
Schedule of Intangible Assets | Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 2020 and December 31, 2019 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life December 31, 2020 December 31, 2019 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $810,597 and $748,689, respectively 16.4 $ 745,026 $ 854,196 Leasing commissions, net of accumulated amortization of $7,565 and $6,027, respectively 9.2 16,042 17,808 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $125,455 and $112,438, respectively 17.1 167,776 165,483 Total intangible lease assets, net $ 928,844 $ 1,037,487 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $106,504 and $99,315, respectively 19.7 $ 120,938 $ 143,583 |
Schedule of Intangible Liabilities | Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 2020 and December 31, 2019 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life December 31, 2020 December 31, 2019 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $810,597 and $748,689, respectively 16.4 $ 745,026 $ 854,196 Leasing commissions, net of accumulated amortization of $7,565 and $6,027, respectively 9.2 16,042 17,808 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $125,455 and $112,438, respectively 17.1 167,776 165,483 Total intangible lease assets, net $ 928,844 $ 1,037,487 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $106,504 and $99,315, respectively 19.7 $ 120,938 $ 143,583 |
Schedule of Amortization Expense and Adjustments to Rental Income | The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2020 (in thousands) : 2021 2022 2023 2024 2025 In-place leases and other intangibles: Total projected to be included in amortization expense $ 107,379 $ 94,998 $ 84,537 $ 74,203 $ 62,119 Leasing commissions: Total projected to be included in amortization expense 2,758 2,590 2,298 2,093 1,831 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 19,709 18,900 17,926 16,532 14,970 Below-market lease liabilities: Total projected to be included in rental revenue 14,069 13,195 12,442 10,591 9,372 |
Schedule of Equity Method Investments | The following is a summary of the Company’s investments in unconsolidated entities as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 (dollar amounts in thousands): Ownership % (1) Number of Properties Carrying Amount of Equity in Income Year Ended Investment December 31, 2020 December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 December 31, 2018 Industrial Partnership (2) 20% 7 $ 45,378 $ 28,409 $ 838 $ 254 $ — Office Partnership (3) 20% 4 13,435 — 534 — — Faison JV Bethlehem GA (4) (5) —% — — 40,416 1,637 2,364 1,219 Total unconsolidated joint ventures $ 58,813 $ 68,825 $ 3,009 $ 2,618 $ 1,219 Preferred equity (6) 22,826 — — — — Total investment in unconsolidated entities $ 81,639 $ 68,825 $ 3,009 $ 2,618 $ 1,219 ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) During the year ended December 31, 2020, the industrial partnership acquired one property from a third party for a purchase price of $246.8 million. (3) During the year ended December 31, 2020, the office partnership acquired one property from a third party for a purchase price of $33.1 million. (4) As of December 31, 2019, the Company had a 90% ownership interest in one property. On October 30, 2020, the Company closed on the purchase of the joint venture partner’s 10% ownership interest and recorded a gain on the disposal of its investment in the joint venture of $0.5 million, which is included in equity in income and gain on disposition of unconsolidated entities for the year ended December 31, 2020, and the property is included in 2020 Acquisitions. (5) The total carrying amount of the investment was greater than the underlying equity in net assets by $4.7 million as of December 31, 2019. This difference related to a purchase price allocation of goodwill and a step up in fair value of the investment asset acquired in connection with mergers. The step up in fair value was allocated to the individual investment asset and was amortized in accordance with the Company’s depreciation policy prior to the consolidation of the property as discussed above. (6) During the year ended December 31, 2020, the Company acquired a preferred equity interest in the development of one distribution center in which the Company is entitled to receive a cumulative preferred return of 9% per year on its contributions of $22.8 million. The Company has no further obligation to make additional contributions. |
Rent and Tenant Receivables a_2
Rent and Tenant Receivables and Other Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Rent and Tenant Receivables and Other Assets, Net | Rent and tenant receivables and other assets, net consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Straight-line rent receivable, net $ 278,831 $ 266,195 Accounts receivable, net 53,051 41,556 Deferred costs, net (1) 5,185 7,208 Investment in direct financing leases, net 6,547 9,341 Investment in Retained REITs (2) 7,255 7,552 Prepaid expenses 3,850 3,453 Leasehold improvements, property and equipment, net (3) 3,991 4,809 Other assets, net 7,910 8,281 Total $ 366,620 $ 348,395 ___________________________________ (1) Amortization expense for deferred costs related to the revolving credit facilities totaled $6.3 million, $2.1 million, and $7.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, inclusive of write-offs of $3.2 million and $1.8 million for the years ended December 31, 2020 and 2019, respectively. There were no related write-offs for the year ended December 31, 2018. Accumulated amortization for deferred costs related to the revolving credit facilities was $52.9 million and $49.8 million as of December 31, 2020 and December 31, 2019, respectively. (2) On February 1, 2018, the Company sold certain of its equity investments to CCA Acquisition, LLC, an affiliate of CIM Group, LLC, retaining interests in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V, Inc. (“CCPT V” and, collectively with CCIT II and CCIT III, the “Retained REITs”). On December 21, 2020, CIM Real Estate Finance Trust, Inc. (“CMFT”) acquired CCIT III and CCPT V. Subsequent to the sale of Cole Capital, the Company carries these investments at fair value, as the Company does not exert significant influence over the Retained REITs, and any changes in the fair value are recognized in other income, net in the accompanying consolidated statement of operations for the years ended December 31, 2020, 2019 and 2018. During the year ended December 31, 2020, the Company recognized a loss of $0.3 million related to the change in fair value. (3) Amortization expense for leasehold improvements totaled $0.5 million, $0.7 million, and $1.2 million for the years ended December 31, 2020, 2019 and 2018, respectively, with no related write-offs. Accumulated amortization was $3.4 million and $2.8 million as of December 31, 2020 and December 31, 2019, respectively. Depreciation expense for property and equipment totaled $1.1 million, $1.3 million, and $2.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, inclusive of write-offs of less than $0.1 million and $0.8 million for the years ended December 31, 2019 and 2018. Accumulated depreciation was $6.5 million and $5.4 million as of December 31, 2020 and December 31, 2019, respectively. |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of December 31, 2020 Assets: Investment in Retained REITs $ — $ — $ 7,255 $ 7,255 Level 1 Level 2 Level 3 Balance as of December 31, 2019 Assets: Derivative assets $ — $ 250 $ — $ 250 Investment in Retained REITs — — 7,552 7,552 Total assets $ — $ 250 $ 7,552 $ 7,802 Liabilities: Derivative liabilities $ — $ (28,081) $ — $ (28,081) |
Reconciliations of the changes in liabilities with Level 3 inputs | The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2020 and 2019 (in thousands): Investment in Retained REITs Beginning balance, January 1, 2020 $ 7,552 Unrealized loss included in other income, net (297) Ending Balance, December 31, 2020 $ 7,255 Beginning balance, January 1, 2019 7,844 Unrealized loss included in other income, net (292) Ending Balance, December 31, 2019 $ 7,552 |
Reconciliations of the changes in assets with Level 3 inputs | The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2020 and 2019 (in thousands): Investment in Retained REITs Beginning balance, January 1, 2020 $ 7,552 Unrealized loss included in other income, net (297) Ending Balance, December 31, 2020 $ 7,255 Beginning balance, January 1, 2019 7,844 Unrealized loss included in other income, net (292) Ending Balance, December 31, 2019 $ 7,552 |
Fair value, by balance sheet grouping | The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at December 31, 2020 Fair Value at December 31, 2020 Carrying Amount at December 31, 2019 Fair Value at December 31, 2019 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,334,689 $ 1,384,490 $ 1,535,918 $ 1,590,915 Corporate bonds, net 2 4,622,951 5,123,588 2,839,581 3,022,087 Convertible debt, net 2 — — 319,947 327,237 Credit facility 2 — — 1,050,000 1,050,000 Total liabilities $ 5,957,640 $ 6,508,078 $ 5,745,446 $ 5,990,239 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes the carrying value of debt as of December 31, 2020 and December 31, 2019, and the debt activity for the year ended December 31, 2020 (in thousands): Year Ended December 31, 2020 Balance as of December 31, 2019 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of December 31, 2020 Mortgage note payable: Outstanding balance $ 1,529,057 $ 1,032 $ (196,894) $ — $ 1,333,195 Net premiums (1) 6,861 — (415) (4,951) 1,495 Deferred costs (7,784) (326) 65 2,190 (5,855) Mortgage notes payable, net 1,528,134 706 (197,244) (2,761) 1,328,835 Corporate bonds: Outstanding balance 2,850,000 1,800,000 — — 4,650,000 Discount (2) (10,419) (18,235) — 1,605 (27,049) Deferred costs (25,842) (16,704) — 3,825 (38,721) Corporate bonds, net 2,813,739 1,765,061 — 5,430 4,584,230 Convertible debt: Outstanding balance 321,802 — (321,802) — — Discount (2) (1,855) — 163 1,692 — Deferred costs (1,764) — 155 1,609 — Convertible debt, net 318,183 — (321,484) 3,301 — Credit facility: Outstanding balance 1,050,000 902,000 (1,952,000) — — Deferred costs (3) (4,331) (5) 3,160 1,176 — Credit facility, net 1,045,669 901,995 (1,948,840) 1,176 — Total debt $ 5,705,725 $ 2,667,762 $ (2,467,568) $ 7,146 $ 5,913,065 ____________________________________ (1) Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective mortgage notes using the effective-interest method. (2) Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. |
Mortgages [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of December 31, 2020 (dollar amounts in thousands): Encumbered Properties Net Carrying Value of Collateralized Properties (1) Outstanding Balance Weighted-Average Interest Rate (2) Weighted-Average Years to Maturity (3) Fixed-rate debt 278 $ 1,682,514 $ 1,318,126 5.01 % 2.1 Variable-rate debt 1 29,129 15,069 3.75 % (4) 0.6 Total (5) 279 $ 1,711,643 $ 1,333,195 4.99 % 2.1 ____________________________________ (1) Net carrying value is real estate assets, including investment in direct financing leases, net of real estate liabilities. (2) Weighted average interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of December 31, 2020. |
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to December 31, 2020 (in thousands): Total 2021 $ 314,042 2022 266,951 2023 124,217 2024 621,021 2025 1,078 Thereafter 5,886 Total $ 1,333,195 |
Corporate Bonds [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Corporate Bonds As of December 31, 2020, the OP had $4.65 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance December 31, 2020 Interest Rate Maturity Date Senior Notes due 2024 $ 500,000 4.600 % February 6, 2024 Senior Notes due 2025 550,000 4.625 % November 1, 2025 Senior Notes due 2026 600,000 4.875 % June 1, 2026 Senior Notes due 2027 600,000 3.950 % August 15, 2027 Senior Notes due January, 2028 600,000 3.400 % January 15, 2028 Senior Notes due June, 2028 500,000 2.200 % June 15, 2028 Senior Notes due 2029 600,000 3.100 % December 15, 2029 Senior Notes due 2032 700,000 2.850 % December 15, 2032 Total balance and weighted-average interest rate $ 4,650,000 3.685 % |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges as well as their classification in the consolidated balance sheets as of December 31, 2020 and December 31, 2019 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location December 31, 2020 December 31, 2019 Interest rate swaps Rent and tenant receivables and other assets, net $ — $ 250 Interest rate swaps Derivative, deferred rent and other liabilities $ — $ (28,081) |
Schedule of Offsetting Assets | The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2020 and December 31, 2019 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount December 31, 2020 $ — $ — $ — $ — $ — $ — $ — $ — December 31, 2019 $ 250 $ (28,081) $ — $ 250 $ (28,081) $ — $ — $ (27,831) |
Schedule of Offsetting Liability | The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2020 and December 31, 2019 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount December 31, 2020 $ — $ — $ — $ — $ — $ — $ — $ — December 31, 2019 $ 250 $ (28,081) $ — $ 250 $ (28,081) $ — $ — $ (27,831) |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental cash flow information was as follows for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Supplemental disclosures: Cash paid for interest $ 240,075 $ 281,490 $ 267,400 Cash paid for income taxes $ 5,850 $ 5,019 $ 5,589 Non-cash investing and financing activities: Accrued capital expenditures, tenant improvements and real estate developments $ 6,158 $ 13,412 $ 12,648 Accrued deferred financing costs $ 24 $ 1,100 $ 67 Real estate contributions to industrial partnership and office partnership $ 17,240 $ 29,577 $ — Distributions declared and unpaid $ 89,514 $ 150,365 $ 148,383 Distributions payable relinquished $ — $ 12,522 $ — Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure $ — $ 19,525 $ 16,200 Real estate investments received from lease related transactions $ 259 $ 3,800 $ 1,386 Real estate investments relinquished $ 862 $ — $ — Establishment of right-of-use assets and lease liabilities $ — $ 236,286 $ — Nonmonetary exchanges: Exchange of real estate investments $ — $ 8,900 $ — |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Accrued interest $ 44,164 $ 31,925 Accrued real estate and other taxes 27,689 25,320 Accrued legal fees and litigation settlements 11,245 25,571 Accounts payable 1,895 1,779 Accrued other 32,022 41,725 Total $ 117,015 $ 126,320 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease Income | The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Fixed: Cash rent (1) $ 1,036,422 $ 1,102,538 $ 1,121,482 Straight-line rent (2) 25,161 28,032 39,772 Lease intangible amortization (3,357) (2,538) (4,178) Property operating cost reimbursements 5,866 5,559 5,375 Sub-lease (3) 20,141 21,496 16,178 Total fixed 1,084,233 1,155,087 1,178,629 Variable (4) 73,404 81,310 78,179 Income from direct financing leases 648 837 1,059 Total rental revenue $ 1,158,285 $ 1,237,234 $ 1,257,867 ____________________________________ (1) For the year ended December 31, 2020, the Company had $17.9 million of rental revenue related to deferral agreements executed through February 16, 2021, which qualify for the COVID-19 Lease Concessions Relief. For the year ended December 31, 2020, cash rent was negatively impacted by (i) $18.3 million of abated rental revenue pursuant to lease amendments executed through December 31, 2020, which increased the weighted average lease term for the related properties and (ii) a reduction to rental revenue of $23.0 million that was related to the impact of the COVID-19 pandemic, of which $9.6 million represented an increase to the general allowance for rental revenue and $13.4 million represented amounts not probable of collection at December 31, 2020 and rental revenue will be recognized as cash is received. (2) For the year ended December 31, 2020, straight-line rent was reduced by $3.5 million that was related to the impact of the COVID-19 pandemic, for straight-line rent receivables that were deemed not probable of collection. (3) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (4) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. |
Lessor, Operating Lease Payments Receivable | The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2020 (in thousands). These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes. Future Minimum Future Minimum (1) 2021 $ 1,043,236 $ 2,000 2022 992,411 1,925 2023 927,738 1,565 2024 856,646 510 2025 752,049 169 Thereafter 4,728,485 655 Total $ 9,300,565 $ 6,824 ____________________________________ |
Lessor, Direct Financing Leases Maturities | The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2020 (in thousands). These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes. Future Minimum Future Minimum (1) 2021 $ 1,043,236 $ 2,000 2022 992,411 1,925 2023 927,738 1,565 2024 856,646 510 2025 752,049 169 Thereafter 4,728,485 655 Total $ 9,300,565 $ 6,824 ____________________________________ |
Lease Cost | The following table presents the lease expense components for the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Operating lease cost (1) $ 24,259 $ 24,392 Sublease income (2) $ (20,141) $ (21,496) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. |
Lessee, Operating Lease Maturities | The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of December 31, 2020 (in thousands). Future Minimum Lease Payments 2021 $ 22,420 2022 21,709 2023 21,300 2024 20,656 2025 20,213 Thereafter 206,752 Total 313,050 Less: imputed interest 103,946 Total $ 209,104 The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2019 (in thousands). Future Minimum Lease Payments 2020 $ 22,287 2021 22,284 2022 22,122 2023 21,695 2024 21,132 Thereafter 225,457 Total $ 334,977 Less: imputed interest 113,916 Total $ 221,061 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Dividends Paid on a Percentage Basis | The following table shows the character of the Series F Preferred Stock distributions paid on a percentage basis for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Ordinary dividends — % 71.7 % 100.0 % Nondividend distributions 100.0 % — % — % Capital gain distributions — % 28.3 % — % Total 100.0 % 100.0 % 100.0 % Year Ended December 31, 2020 2019 2018 Ordinary dividends — % 45.0 % 13.8 % Nondividend distributions 100.0 % 37.2 % 86.2 % Capital gain distributions — % 17.8 % — % Total 100.0 % 100.0 % 100.0 % |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Activity for Share-based Compensation | The following table details the activity of the Time-Based Restricted Stock Units during the year ended December 31, 2020. Time-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested units, December 31, 2019 250,320 $ 38.66 Granted 155,622 48.20 Vested (119,107) 39.10 Forfeited (2,938) 43.92 Unvested units, December 31, 2020 283,897 $ 43.65 The following table details the activity of the Deferred Stock Units during the year ended December 31, 2020. Deferred Stock Units Weighted-Average Grant Date Fair Value Unvested units, December 31, 2019 — $ — Granted 44,729 27.92 Vested (44,729) 27.92 Forfeited — — Unvested units, December 31, 2020 — $ — The following table details the activity of the LTI Target Awards during the year ended December 31, 2020. LTI Target Awards Weighted-Average Grant Date Fair Value Unvested units, December 31, 2019 322,819 $ 35.98 Granted 133,644 47.89 Vested (132,361) 32.20 Forfeited (45,177) 32.53 Unvested units, December 31, 2020 278,925 $ 44.03 The following table details the activity of the Stock Options during the year ended December 31, 2020. Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Unvested options, December 31, 2019 1,072,406 $ 37.85 8.66 $ 8,954,271 Granted — — — — Exercised — — — — Forfeited (16,020) 37.80 — — Unvested options, December 31, 2020 1,056,386 $ 37.85 7.65 $ 1,842,198 |
Schedule of Valuation Assumptions | The following inputs and assumptions were used to calculate the weighted-average fair values of the options granted at the date of grant as follows: February 20, 2019 February 21, 2018 Expected term (in years) 6.5 6.5 Volatility 24.21 % 27.39 % Dividend yield 7.09 % 7.21 % Risk-free rate 2.52 % 2.75 % Grant date fair value $ 3.70 $ 3.80 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following is a summary of the financial information for discontinued operations for the year ended December 31, 2018 (in thousands): 2018 Revenues: Offering-related fees and reimbursements $ 1,027 Transaction service fees and reimbursements 334 Management fees and reimbursements 6,452 Total revenues 7,813 Operating expenses: Cole Capital reallowed fees and commissions 602 Transaction costs (1) (654) General and administrative 4,450 Total operating expenses 4,398 Loss on disposition and assets held for sale (1,815) Income before taxes 1,600 Benefit from income taxes 2,095 Income from discontinued operations, net of income taxes $ 3,695 ___________________________________ (1) The negative balance for the year ended December 31, 2018 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. The following is a summary of cash flows related to discontinued operations for the year ended December 31, 2018 (in thousands): 2018 Cash flows related to discontinued operations: Cash flows used in operating activities $ (10,468) Cash flows from investing activities $ 122,915 |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents the reconciliation of the (benefit from) provision for income taxes with the amount computed by applying the statutory federal income tax rate to income (loss) before income taxes for the year ended December 31, 2018 (in thousands): 2018 Income before taxes $ 1,600 Less: Income from non-taxable entities (685) Income attributable to taxable subsidiaries before income taxes $ 915 Federal benefit from income taxes at statutory rate 192 Nondeductible portion of transaction costs and loss recognized on classification as held for sale (719) Impact of valuation allowance (1,158) State income taxes and other (410) Total benefit from income taxes - Cole Capital $ (2,095) |
Schedule of Components of Income Tax Expense (Benefit) | The following table presents the components of the benefit from income taxes for the year ended December 31, 2018 (in thousands): 2018 Current Federal $ (74) State (166) Total current benefit from income taxes (240) Deferred Federal (1,756) State (99) Total deferred benefit from income taxes (1,855) Total benefit from income taxes - Cole Capital $ (2,095) |
Net Income (Loss) Per Share_U_2
Net Income (Loss) Per Share/Unit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following is a summary of the basic and diluted net income (loss) per share computation for the General Partner for the years ended December 31, 2020, 2019 and 2018 (dollar amounts in thousands): Year Ended December 31, 2020 2019 2018 Income (loss) from continuing operations $ 201,219 $ (307,106) $ (91,725) (Income) loss from continuing operations attributable to non-controlling interests (91) 6,753 2,344 Net income (loss) attributable to the General Partner 201,128 (300,353) (89,381) Dividends to preferred shares and units (44,590) (68,488) (71,892) Net income (loss) from continuing operations available to the General Partner 156,538 (368,841) (161,273) Earnings allocated to participating securities — — (42) Income from discontinued operations, net of income taxes — — 3,695 Income from discontinued operations attributable to limited partners — — (88) Net income (loss) available to common stockholders used in basic net income per share 156,538 (368,841) (157,708) Income attributable to limited partners 150 — — Net income (loss) used in diluted net income per share $ 156,688 $ (368,841) $ (157,708) Weighted average number of Common Stock outstanding - basic 217,548,175 199,627,994 193,818,454 Effect of Limited Partner OP Units and dilutive securities 313,830 — — Weighted average number of common shares - diluted 217,862,005 199,627,994 193,818,454 Basic and diluted net income (loss) per share from continuing operations attributable to common stockholders $ 0.72 $ (1.85) $ (0.83) Basic and diluted net income per share from discontinued operations attributable to common stockholders $ — $ — $ 0.02 Basic and diluted net income (loss) per share attributable to common stockholders $ 0.72 $ (1.85) $ (0.81) The following is a summary of the basic and diluted net income (loss) per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the years ended December 31, 2020, 2019 and 2018 (dollar amounts in thousands): Year Ended December 31, 2020 2019 2018 Income (loss) from continuing operations $ 201,219 $ (307,106) $ (91,725) Loss from continuing operations attributable to non-controlling interests 59 102 154 Net income (loss) attributable to the Operating Partnership 201,278 (307,004) $ (91,571) Dividends to preferred units (44,590) (68,488) (71,892) Net income (loss) from continuing operations available to the Operating Partnership 156,688 (375,492) (163,463) Earnings allocated to participating units — — (42) Income from discontinued operations, net of income taxes — — 3,695 Net income (loss) used in basic and diluted net income per unit $ 156,688 $ (375,492) $ (159,810) Weighted average number of common units outstanding - basic 217,703,031 203,224,097 198,563,555 Effect of dilutive securities 158,974 — — Weighted average number of common units - diluted 217,862,005 203,224,097 198,563,555 Basic and diluted net income (loss) per unit from continuing operations attributable to common unitholders $ 0.72 $ (1.85) $ (0.83) Basic and diluted net income per unit from discontinued operations attributable to common unitholders $ — $ — $ 0.02 Basic and diluted net income (loss) per unit attributable to common unitholders $ 0.72 $ (1.85) $ (0.81) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following were excluded from diluted net income (loss) per share attributable to common stockholders, as the effect would have been antidilutive: Year Ended December 31, 2020 2019 2018 Weighted average unvested Restricted Shares and Restricted Stock Units (1) — 318,810 84,074 Weighted average stock options (1) — 104,052 — Weighted average Limited Partner OP Units — 3,596,102 4,745,101 _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. The following were excluded from diluted net income (loss) per unit attributable to common unitholders, as the effect would have been antidilutive: Year Ended December 31, 2020 2019 2018 Weighted average unvested Restricted Shares and Restricted Stock Units (1) — 318,810 84,074 Weighted average stock options (1) — 104,052 — _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Financial Information | Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2020 for the General Partner (in thousands, except share and per share amounts): Quarters Ended March 31, June 30, September 30, December 31, Total revenues $ 299,182 $ 278,997 $ 295,278 $ 287,909 Net income (loss) 86,863 54,239 97,983 (37,866) Net income (loss) attributable to the General Partner 86,808 54,208 97,932 (37,820) Basic and dilutive net income (loss) per share attributable to common stockholders (1) $ 0.34 $ 0.19 $ 0.40 $ (0.21) _______________________________________________ (1) The sum of the quarterly net income (loss) per share amounts may not agree to the full year net income (loss) per share amounts. The Company calculates net income (loss) per share based on the weighted-average number of outstanding shares of Common Stock during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2020 for the OP (in thousands, except share and per share amounts): Quarters Ended March 31, June 30, September 30, December 31, Total revenues $ 299,182 $ 278,997 $ 295,278 $ 287,909 Net income (loss) 86,863 54,239 97,983 (37,866) Net income (loss) attributable to the OP 86,870 54,247 97,997 (37,836) Basic and dilutive net income (loss) per unit attributable to common unitholders (1) $ 0.34 $ 0.19 $ 0.40 $ (0.21) _______________________________________________ (1) The sum of the quarterly net income (loss) per unit amounts may not agree to the full year net income (loss) per unit amounts. The Company calculates net income (loss) per unit based on the weighted-average number of outstanding units during the reporting period. The average number of units fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2019 for the General Partner (in thousands, except share and per share amounts): Quarters Ended March 31, 2019 June 30, 2019 September 30, December 31, Total revenues (1) $ 316,880 $ 312,188 $ 303,301 $ 305,685 Net income (loss) 70,971 292,284 (741,529) 71,168 Net income (loss) attributable to the General Partner 69,304 285,658 (726,440) 71,125 Basic and dilutive net income (loss) per share attributable to common stockholders (2) $ 0.27 $ 1.37 $ (3.79) $ 0.26 _______________________________________________ (1) Includes the fees from managed partnerships to be consistent with the current year presentation. (2) The sum of the quarterly net income (loss) per share amounts may not agree to the full year net income (loss) per share amounts. The Company calculates net income (loss) per share based on the weighted-average number of outstanding shares of Common Stock during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2019 for the OP (in thousands, except share and per share amounts): Quarters Ended March 31, 2019 June 30, 2019 September 30, December 31, Total revenues (1) $ 316,880 $ 312,188 $ 303,301 $ 305,685 Net income (loss) 70,971 292,284 (741,529) 71,168 Net income (loss) attributable to the OP 70,999 292,314 (741,504) 71,187 Basic and dilutive net income (loss) per unit attributable to common unitholders (2) $ 0.27 $ 1.37 $ (3.79) $ 0.26 _______________________________________________ (1) Includes the fees from managed partnerships to be consistent with the current year presentation. (2) The sum of the quarterly net income (loss) per unit amounts may not agree to the full year net income (loss) per unit amounts. The Company calculates net income (loss) per unit based on the weighted-average number of outstanding units during the reporting period. The average number of units fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Record and Payments Dates for Preferred Stock Dividends | On February 23, 2021, the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for April 2021 through June 2021 with respect to the periods included in the table below. The corresponding record and payment dates for each month's Series F Preferred Stock dividend are also shown in the table below. The dividend for the Series F Preferred Stock accrues daily on a 360-day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30-day month. Period Record Date Payment Date March 15, 2021 - April 14, 2021 April 1, 2021 April 15, 2021 April 15, 2021 - May 14, 2021 May 1, 2021 May 17, 2021 May 15, 2021 - June 14, 2021 June 1, 2021 June 15, 2021 |
Organization (Details)
Organization (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate Properties [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series F cumulative redeemable preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series F Preferred Stock [Member] | ||
Real Estate Properties [Line Items] | ||
Series F cumulative redeemable preferred stock, dividend rate | 6.70% | |
Series F cumulative redeemable preferred stock, par value (in dollars per share) | $ 0.01 | |
VEREIT Operating Partnership, L.P. [Member] | ||
Real Estate Properties [Line Items] | ||
General partner ownership interest in OP | 99.90% | |
Partnership units, holding period until right to redeem | 1 year |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Principles of Consolidation and Basis of Presentation (Details) - VEREIT Operating Partnership, L.P. [Member] - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Common Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited partners', units issued (shares) | 152,033 | 157,343 |
Limited partners', units outstanding (shares) | 152,033 | 157,343 |
Preferred Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited partners', units issued (shares) | 49,766 | 49,766 |
Limited partners', units outstanding (shares) | 49,766 | 49,766 |
Limited Partner [Member] | Common Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited partners', units issued (shares) | 200,000 | 200,000 |
Limited partners', units outstanding (shares) | 200,000 | 200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reverse Stock Split (Details) | Dec. 17, 2020$ / shares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / shares |
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Stock split, conversion ratio | 0.2 | ||
Stock issued during period, shares, fractional shares settled in cash (in shares) | shares | 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 1,161,366 | $ 1,238,054 | $ 1,258,028 |
COVID-19 [Member] | |||
Segment Reporting Information [Line Items] | |||
Deferral agreements | 17,900 | ||
Rental Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Reduction of revenue | 37,000 | ||
General reserve increase | 10,200 | ||
Not probable for collection | 20,700 | ||
Straight line rent receivable, receivable | 6,200 | ||
COVID-19 effect | 26,500 | ||
COVID-19 effect, general reserve increase | 9,600 | ||
COVID-19 effect, amount not probable for collection | 13,400 | ||
COVID-19 effect, straight line rent receivable, increase in reserve | 3,500 | ||
Total revenues | 1,158,285 | 1,237,234 | 1,257,867 |
Rental Revenue [Member] | COVID-19 [Member] | |||
Segment Reporting Information [Line Items] | |||
Deferral agreements, abated | 18,300 | ||
Fees From Managed Partnership [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 3,081 | $ 820 | $ 161 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Real Estate Investments (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 40 years |
Minimum [Member] | Building Fixtures and Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 5 years |
Maximum [Member] | Building Fixtures and Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 15 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Allocation of Purchase Price of Real Estate Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Business Acquisition [Line Items] | |
Lease up period | 6 months |
Maximum [Member] | |
Business Acquisition [Line Items] | |
Lease up period | 18 months |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Leasehold Improvements and Property and Equipment (Details) - Computer Hardware, Software, Furniture and Fixtures [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 7 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Impairments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Impairment of leasehold improvements and property and equipment | 0 | 0 | $ 0 |
Impairments of ROU assets | $ 3,400,000 | $ 0 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Length of time for properties more likely than not of being disposed | 12 months | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Length of time for properties more likely than not of being disposed | 24 months |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Line Items] | ||||
Restricted cash | $ 13,842 | $ 20,959 | $ 22,905 | $ 27,662 |
Lender Reserves [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted cash | 11,800 | 18,800 | ||
Restricted Lockbox Accounts [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted cash | $ 2,000 | $ 2,200 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Convertible Debt (Details) - Convertible Debt [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Aggregate balance outstanding | $ 0 | $ 321,802 |
2020 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate balance outstanding | $ 321,800 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Derivative Instruments (Details) - Designated as Hedging Instrument [Member] $ in Millions | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Interest Rate Swap [Member] | |
Derivative [Line Items] | |
Termination of derivative contract | $ 900 |
Forward Starting Interest Rate Swap [Member] | |
Derivative [Line Items] | |
Termination of derivative contract | $ 400 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Litigation and non-routine costs, net (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Litigation and non-routine costs, net: | |||
Legal fees, costs and settlements | $ 4,819 | $ 890,378 | $ 293,531 |
Insurance recoveries | (2,471) | (48,420) | (2,568) |
Other recoveries | 0 | (26,536) | 0 |
Total | $ 2,348 | $ 815,422 | $ 290,963 |
Surrender of Limited Partner OP Units | 2.9 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Restructuring (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 0 | $ 10,505,000 | $ 0 |
CCA Acquisitions, LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 10,500,000 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Provision (benefit) for income taxes | $ 4,513,000 | $ 4,262,000 | $ 5,101,000 |
Unrecognized tax benefits | 0 | 0 | 0 |
VEREIT Operating Partnership, L.P. [Member] | |||
Segment Reporting Information [Line Items] | |||
Provision (benefit) for income taxes | 4,513,000 | 4,262,000 | 5,101,000 |
State and Local Jurisdiction [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Segment Reporting Information [Line Items] | |||
Provision (benefit) for income taxes | 4,400,000 | 4,300,000 | 4,700,000 |
State and Local Jurisdiction [Member] | TRS Entity [Member] | |||
Segment Reporting Information [Line Items] | |||
Provision (benefit) for income taxes | $ 0 | $ 0 | $ 400,000 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - Designated as Hedging Instrument [Member] $ in Millions | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Interest Rate Swap [Member] | |
Derivative [Line Items] | |
Termination of derivative contract | $ 900 |
Forward Starting Interest Rate Swap [Member] | |
Derivative [Line Items] | |
Termination of derivative contract | $ 400 |
Real Estate Investments and R_3
Real Estate Investments and Related Intangibles - Property Acquisitions (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)propertyjoint_venture | Dec. 31, 2019USD ($)propertyjoint_venture | Dec. 31, 2018USD ($)property | |
Business Acquisition [Line Items] | |||
Number of Properties | property | 3,831 | ||
Joint ventures [Member] | |||
Business Acquisition [Line Items] | |||
Number of joint ventures | joint_venture | 1 | 1 | |
Consolidated Properties [Member] | Joint ventures [Member] | |||
Business Acquisition [Line Items] | |||
Number of Properties | property | 1 | 1 | |
Acquisitions, 2020 [Member] | |||
Business Acquisition [Line Items] | |||
Number of properties acquired | property | 51 | ||
Total purchase price of assets acquired | $ 342,494 | ||
Number of real estate properties acquired | property | 2 | ||
Capitalized acquisition costs | $ 1,900 | ||
Acquisitions, 2020 [Member] | Joint ventures [Member] | |||
Business Acquisition [Line Items] | |||
Number of joint ventures | joint_venture | 1 | ||
Acquisitions, 2020 [Member] | Consolidated Properties [Member] | Joint ventures [Member] | |||
Business Acquisition [Line Items] | |||
Number of Properties | property | 1 | ||
Acquisitions, 2019 [Member] | |||
Business Acquisition [Line Items] | |||
Number of properties acquired | property | 66 | ||
Total purchase price of assets acquired | $ 403,573 | ||
Capitalized acquisition costs | $ 2,300 | ||
Acquisitions 2018 [Member] | |||
Business Acquisition [Line Items] | |||
Number of properties acquired | property | 52 | ||
Total purchase price of assets acquired | $ 502,652 | ||
Capitalized acquisition costs | 2,600 | ||
Outstanding tenant improvements | $ 2,100 | ||
Build-to-suit Development Project [Member] | Acquisitions, 2020 [Member] | |||
Business Acquisition [Line Items] | |||
Number of real estate properties acquired | property | 1 | ||
Capitalized acquisition costs | $ 400 | ||
Development in process | 28,000 | ||
Development in process, remaining committed investments | $ 17,000 | ||
Build-to-suit Development Project [Member] | Acquisitions, 2019 [Member] | |||
Business Acquisition [Line Items] | |||
Number of real estate properties acquired | property | 1 | ||
Capitalized acquisition costs | $ 700 | ||
Development in process | $ 27,600 | ||
Build-to-suit Development Project [Member] | Acquisitions 2018 [Member] | |||
Business Acquisition [Line Items] | |||
Number of real estate properties acquired | property | 1 |
Real Estate Investments and R_4
Real Estate Investments and Related Intangibles - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisitions, 2020 [Member] | |||
Real estate investments, at cost: | |||
Land | $ 55,618 | ||
Buildings, fixtures and improvements | 219,875 | ||
Total tangible assets | 275,493 | ||
Acquired intangible assets: | |||
Total purchase price of assets acquired | 342,494 | ||
Acquisitions, 2020 [Member] | In-place leases and other intangible assets [Member] | |||
Acquired intangible assets: | |||
Acquired intangible assets | $ 37,919 | ||
Weighted-average useful life | 16 years | ||
Acquisitions, 2020 [Member] | Above-market leases [Member] | |||
Acquired intangible assets: | |||
Acquired intangible assets | $ 29,665 | ||
Weighted-average useful life | 19 years 6 months | ||
Acquisitions, 2020 [Member] | Below Market Lease [Member] | |||
Acquired intangible assets: | |||
Assumed intangible liabilities, Below-market leases | $ (583) | ||
Weighted-average useful life | 14 years | ||
Acquisitions, 2019 [Member] | |||
Real estate investments, at cost: | |||
Land | $ 83,476 | ||
Buildings, fixtures and improvements | 268,470 | ||
Total tangible assets | 351,946 | ||
Acquired intangible assets: | |||
Total purchase price of assets acquired | 403,573 | ||
Acquisitions, 2019 [Member] | In-place leases and other intangible assets [Member] | |||
Acquired intangible assets: | |||
Acquired intangible assets | $ 51,627 | ||
Weighted-average useful life | 16 years 6 months | ||
Acquisitions, 2019 [Member] | Above-market leases [Member] | |||
Acquired intangible assets: | |||
Acquired intangible assets | $ 0 | ||
Acquisitions, 2019 [Member] | Below Market Lease [Member] | |||
Acquired intangible assets: | |||
Assumed intangible liabilities, Below-market leases | $ 0 | ||
Acquisitions 2018 [Member] | |||
Real estate investments, at cost: | |||
Land | $ 86,285 | ||
Buildings, fixtures and improvements | 350,942 | ||
Total tangible assets | 437,227 | ||
Acquired intangible assets: | |||
Total purchase price of assets acquired | 502,652 | ||
Acquisitions 2018 [Member] | In-place leases and other intangible assets [Member] | |||
Acquired intangible assets: | |||
Acquired intangible assets | $ 62,791 | ||
Weighted-average useful life | 16 years 3 months 18 days | ||
Acquisitions 2018 [Member] | Above-market leases [Member] | |||
Acquired intangible assets: | |||
Acquired intangible assets | $ 2,750 | ||
Weighted-average useful life | 10 years 9 months 18 days | ||
Acquisitions 2018 [Member] | Below Market Lease [Member] | |||
Acquired intangible assets: | |||
Assumed intangible liabilities, Below-market leases | $ (116) | ||
Weighted-average useful life | 9 years 10 months 24 days |
Real Estate Investments and R_5
Real Estate Investments and Related Intangibles - Property Dispositions and Real Estate Assets Held for Sale (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property | Dec. 31, 2018USD ($)property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds after debt assumptions and closing costs | $ 407,994 | $ 1,067,532 | $ 502,289 |
Gain on disposition of real estate and real estate assets held for sale, net | 95,292 | 292,647 | 94,331 |
Proceeds from disposition of discontinued operations | $ 0 | $ 0 | 122,915 |
Number of properties classified held for sale | property | 9 | 5 | |
Carrying value of properties classified as held for sale | $ 65,600 | ||
Gain (loss) related to held for sale | $ (900) | $ (1,300) | $ (1,900) |
Consolidated Property Dispositions, 2020 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 77 | ||
Number of consolidated properties sold | property | 3 | ||
Aggregate proceeds | $ 438,400 | ||
Company's share of proceeds | 435,500 | ||
Proceeds after debt assumptions and closing costs | 408,000 | ||
Gain on disposition of real estate and real estate assets held for sale, net | $ 96,200 | ||
Red Lobster [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 4 | 36 | 34 |
Consolidated Property Dispositions, 2019 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 201 | ||
Number of consolidated properties sold | property | 6 | ||
Aggregate proceeds | $ 1,200,000 | ||
Company's share of proceeds | 1,100,000 | ||
Proceeds after debt assumptions and closing costs | 1,100,000 | ||
Gain on disposition of real estate and real estate assets held for sale, net | $ 293,900 | ||
Number of properties foreclosed on | property | 1 | ||
Consolidated Property Dispositions, 2018 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 149 | ||
Aggregate proceeds | $ 526,400 | ||
Company's share of proceeds | 504,300 | ||
Proceeds after debt assumptions and closing costs | 496,700 | ||
Gain on disposition of real estate and real estate assets held for sale, net | $ 96,200 | ||
Debt instrument, number of properties conveyed to lender | property | 1 | ||
Unconsolidated Property Dispositions, 2018 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Company's share of proceeds | $ 17,100 | ||
Number of disposed properties owned by unconsolidated joint ventures | property | 1 | ||
Proceeds from disposition of discontinued operations | $ 34,100 | ||
Proceeds from after debt repayments and closing costs | 5,600 | ||
Debt repayments | 20,400 | ||
Net gain (loss) on sale of properties | $ 700 | ||
Land [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Carrying value of properties classified as held for sale | $ 13,100 | ||
Building Fixtures and Improvements [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Carrying value of properties classified as held for sale | $ 42,700 |
Real Estate Investments and R_6
Real Estate Investments and Related Intangibles - Intangible Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible lease assets: | |||
Intangible lease assets, net | $ 928,844 | $ 1,037,487 | |
Intangible lease liabilities: | |||
Weighted-Average Useful Life | 19 years 8 months 12 days | ||
Intangible lease liabilities, net | $ 120,938 | 143,583 | |
Accumulated amortization | 106,504 | 99,315 | |
Amortization expense | $ 3,357 | 2,538 | $ 4,178 |
In-place leases and other intangible assets [Member] | |||
Intangible lease assets: | |||
Weighted-Average Useful Life | 16 years 4 months 24 days | ||
Intangible lease assets, net | $ 745,026 | 854,196 | |
Accumulated amortization | $ 810,597 | 748,689 | |
Leasing commissions [Member] | |||
Intangible lease assets: | |||
Weighted-Average Useful Life | 9 years 2 months 12 days | ||
Intangible lease assets, net | $ 16,042 | 17,808 | |
Accumulated amortization | $ 7,565 | 6,027 | |
Above-market lease assets and deferred lease incentives [Member] | |||
Intangible lease assets: | |||
Weighted-Average Useful Life | 17 years 1 month 6 days | ||
Intangible lease assets, net | $ 167,776 | 165,483 | |
Accumulated amortization | 125,455 | 112,438 | |
Above‑ And Below-Market Leases and Deferred Lease Incentives [Member] | |||
Intangible lease liabilities: | |||
Amortization expense | 3,400 | 2,500 | 4,200 |
In-Place Leases, Leasing Commissions and Other Lease Intangibles [Member] | |||
Intangible lease liabilities: | |||
Amortization expense | $ 131,900 | $ 127,500 | $ 139,600 |
Real Estate Investments and R_7
Real Estate Investments and Related Intangibles - Projected Amortization Expense and Adjustments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Below-market lease liabilities: | |
2021 | $ 14,069 |
2022 | 13,195 |
2023 | 12,442 |
2024 | 10,591 |
2025 | 9,372 |
In-place leases and other intangible assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2021 | 107,379 |
2022 | 94,998 |
2023 | 84,537 |
2024 | 74,203 |
2025 | 62,119 |
Leasing commissions [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2021 | 2,758 |
2022 | 2,590 |
2023 | 2,298 |
2024 | 2,093 |
2025 | 1,831 |
Above-market lease assets and deferred lease incentives [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2021 | 19,709 |
2022 | 18,900 |
2023 | 17,926 |
2024 | 16,532 |
2025 | $ 14,970 |
Real Estate Investments and R_8
Real Estate Investments and Related Intangibles - Consolidated Joint Ventures Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)propertyjoint_venture | Dec. 31, 2019USD ($)joint_ventureproperty | |
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 3,831 | |
Total assets | $ 13,324,408 | $ 13,280,680 |
Real estate investments, net | $ 10,739,894 | 11,249,623 |
Mortgages [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 279 | |
Aggregate balance outstanding | $ 1,333,195 | $ 1,529,057 |
Joint ventures [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of joint ventures | joint_venture | 1 | 1 |
Total assets | $ 33,000 | $ 32,500 |
Real estate investments, net | $ 29,100 | $ 29,600 |
Joint ventures [Member] | Consolidated Properties [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 1 | 1 |
Joint ventures [Member] | Consolidated Properties [Member] | Mortgages [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Aggregate balance outstanding | $ 14,800 | $ 14,300 |
Real Estate Investments and R_9
Real Estate Investments and Related Intangibles - Investment in Unconsolidated Entities (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($)distributionCenterproperty | Dec. 31, 2019USD ($)property | Dec. 31, 2018USD ($) | Oct. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of Properties | property | 3,831 | |||
Carrying Amount of Investment | $ 58,813 | $ 68,825 | ||
Equity in Income | 3,009 | 2,618 | $ 1,219 | |
Carrying Amount of Investment | 81,639 | 68,825 | ||
Total investment in unconsolidated entities | $ 81,639 | 68,825 | ||
Underlying equity in net assets | 4,700 | |||
Cumulative preferred return rate | 9.00% | |||
Unconsolidated Joint Ventures debt outstanding | 269,300 | |||
Outstanding balance | $ 5,913,065 | 5,705,725 | ||
Industrial Partnership [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership % | 20.00% | |||
Number of Properties | property | 7 | |||
Carrying Amount of Investment | $ 45,378 | 28,409 | ||
Equity in Income | $ 838 | 254 | 0 | |
Office Partnership [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership % | 20.00% | |||
Number of Properties | property | 4 | |||
Carrying Amount of Investment | $ 13,435 | 0 | ||
Equity in Income | $ 534 | $ 0 | 0 | |
Faison JV Bethlehem GA, LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership % | 0.00% | 90.00% | ||
Number of Properties | property | 0 | 1 | ||
Carrying Amount of Investment | $ 0 | $ 40,416 | ||
Equity in Income | 1,637 | 2,364 | $ 1,219 | |
Remaining ownership percentage | 10.00% | |||
Preferred equity [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Carrying Amount of Investment | $ 22,826 | $ 0 | ||
Number of distribution center under development | distributionCenter | 1 | |||
Unconsolidated Joint Ventures [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Unconsolidated Joint Ventures debt outstanding | $ 550,500 | |||
Outstanding balance | $ 534,300 | |||
Unconsolidated Joint Ventures [Member] | Industrial Partnership [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of unconsolidated joint ventures | property | 1 | |||
Total purchase price of assets acquired | $ 246,800 | |||
Unconsolidated Joint Ventures [Member] | Office Partnership [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of unconsolidated joint ventures | property | 1 | |||
Total purchase price of assets acquired | $ 33,100 | |||
Unconsolidated Joint Ventures [Member] | Faison JV Bethlehem GA, LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Gain on investment | 500 | |||
Unconsolidated Joint Ventures [Member] | Preferred equity [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Outstanding balance | $ 16,200 |
Rent and Tenant Receivables a_3
Rent and Tenant Receivables and Other Assets, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Straight-line rent receivable, net | $ 278,831,000 | $ 266,195,000 | |
Accounts receivable, net | 53,051,000 | 41,556,000 | |
Deferred costs, net | 5,185,000 | 7,208,000 | |
Investment in direct financing leases, net | 6,547,000 | 9,341,000 | |
Investment in Retained REITs | 7,255,000 | 7,552,000 | |
Prepaid expenses | 3,850,000 | 3,453,000 | |
Leasehold improvements, property and equipment, net | 3,991,000 | 4,809,000 | |
Other assets, net | 7,910,000 | 8,281,000 | |
Total | 366,620,000 | 348,395,000 | |
Unrealized gain (loss) included in consolidated statement of operations | (300,000) | ||
Write off of depreciation | $ 800,000 | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Write off of depreciation | 100,000 | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense | 500,000 | 700,000 | 1,200,000 |
Write off of leasehold | 0 | 0 | 0 |
Accumulated amortization | 3,400,000 | 2,800,000 | |
Property and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated amortization | 6,500,000 | 5,400,000 | |
Depreciation expense | 1,100,000 | 1,300,000 | 2,300,000 |
Line of Credit [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense | 6,300,000 | 2,100,000 | 7,300,000 |
Debt write off | 3,200,000 | 1,800,000 | $ 0 |
Accumulated amortization for deferred costs | $ 52,900,000 | $ 49,800,000 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Derivative assets | $ 0 | $ 250 |
Liabilities: | ||
Derivative liabilities | 0 | (28,081) |
Fair Value, Recurring [Member] | ||
Assets: | ||
Derivative assets | 250 | |
Investment in Retained REITs | 7,255 | 7,552 |
Total assets | 7,802 | |
Liabilities: | ||
Derivative liabilities | (28,081) | |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Investment in Retained REITs | 0 | 0 |
Total assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Assets: | ||
Derivative assets | 250 | |
Investment in Retained REITs | 0 | 0 |
Total assets | 250 | |
Liabilities: | ||
Derivative liabilities | (28,081) | |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Investment in Retained REITs | $ 7,255 | 7,552 |
Total assets | 7,552 | |
Liabilities: | ||
Derivative liabilities | $ 0 |
Fair Value Measures - Reconcili
Fair Value Measures - Reconciliations of the changes in assets and liabilities with Level 3 inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 7,552 | $ 7,844 |
Unrealized loss included in other comprehensive income, net | (297) | (292) |
Ending balance | $ 7,255 | $ 7,552 |
Fair Value Measures - Items Mea
Fair Value Measures - Items Measured at Fair Value on a Non-Recurring Basis (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property | Dec. 31, 2018USD ($)property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Properties impaired | property | 76 | 77 | 70 |
Impairment charges | $ 61,700,000 | $ 47,100,000 | $ 54,600,000 |
Right Of Use Ground Leases And Certain Leasehold Improvements [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment charges | 3,400,000 | ||
COVID-19 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment charges | $ 0 | ||
Properties impaired, restaurant concepts, watch list | property | 7 | ||
Measurement Input, Discount Rate [Member] | Minimum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement Input | 0.079 | ||
Measurement Input, Discount Rate [Member] | Maximum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement Input | 0.089 | ||
Measurement Input, Discount Rate [Member] | Weighted Average [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement Input | 0.084 | ||
Measurement Input, Cap Rate [Member] | Minimum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement Input | 0.074 | ||
Measurement Input, Cap Rate [Member] | Maximum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement Input | 0.084 | ||
Measurement Input, Cap Rate [Member] | Weighted Average [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement Input | 0.079 |
Fair Value Measures - Goodwill
Fair Value Measures - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |||
Impairment | $ 0 | $ 0 | $ 0 |
Fair Value Measures - Fair valu
Fair Value Measures - Fair value, by balance sheet grouping (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | $ 5,957,640 | $ 5,745,446 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | 6,508,078 | 5,990,239 |
Level 2 [Member] | Mortgage Notes Payable and other debt, net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | 1,334,689 | 1,535,918 |
Level 2 [Member] | Mortgage Notes Payable and other debt, net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | 1,384,490 | 1,590,915 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | 4,622,951 | 2,839,581 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | 5,123,588 | 3,022,087 |
Level 2 [Member] | Convertible Debt, Net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | 0 | 319,947 |
Level 2 [Member] | Convertible Debt, Net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | 0 | 327,237 |
Level 2 [Member] | Credit Facility [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | 0 | 1,050,000 |
Level 2 [Member] | Credit Facility [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instruments | $ 0 | $ 1,050,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Outstanding balance | $ 5,913,065 | $ 5,705,725 |
Weighted-average years to maturity | 6 years | |
Weighted-average interest rate | 3.98% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt [Roll Forward] | |
Total debt, Beginning balance | $ 5,705,725 |
Debt Issuances, Net | 2,667,762 |
Repayments, Extinguishment and Assumptions, Net | (2,467,568) |
Accretion and Amortization, Net | 7,146 |
Total debt, Ending balance | 5,913,065 |
Mortgages [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 1,529,057 |
Net premiums (discount), Beginning balance | 6,861 |
Deferred costs, Beginning balance | (7,784) |
Total debt, Beginning balance | 1,528,134 |
Debt Issuances | 1,032 |
Debt Issuances, Deferred costs | (326) |
Debt Issuances, Net | 706 |
Repayments, Extinguishment and Assumptions | (196,894) |
Repayments, Extinguishment and Assumptions of Debt, Premium | (415) |
Repayments, Extinguishment and Assumptions of Debt, Deferred costs | 65 |
Repayments, Extinguishment and Assumptions, Net | (197,244) |
Accretion and Amortization | (4,951) |
Accretion and Amortization, Deferred costs | 2,190 |
Accretion and Amortization, Net | (2,761) |
Outstanding balance, Ending balance | 1,333,195 |
Net premiums (discount), Ending balance | 1,495 |
Deferred costs, Ending balance | (5,855) |
Total debt, Ending balance | 1,328,835 |
Corporate Bonds [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 2,850,000 |
Net premiums (discount), Beginning balance | (10,419) |
Deferred costs, Beginning balance | (25,842) |
Total debt, Beginning balance | 2,813,739 |
Debt Issuances | 1,800,000 |
Debt Issuance, Discount | (18,235) |
Debt Issuances, Deferred costs | (16,704) |
Debt Issuances, Net | 1,765,061 |
Accretion and Amortization | 1,605 |
Accretion and Amortization, Deferred costs | 3,825 |
Accretion and Amortization, Net | 5,430 |
Outstanding balance, Ending balance | 4,650,000 |
Net premiums (discount), Ending balance | (27,049) |
Deferred costs, Ending balance | (38,721) |
Total debt, Ending balance | 4,584,230 |
Convertible Debt [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 321,802 |
Net premiums (discount), Beginning balance | (1,855) |
Deferred costs, Beginning balance | (1,764) |
Total debt, Beginning balance | 318,183 |
Repayments, Extinguishment and Assumptions | (321,802) |
Repayments, Extinguishment and Assumptions of Debt, Discount | 163 |
Repayments, Extinguishment and Assumptions of Debt, Deferred costs | 155 |
Repayments, Extinguishment and Assumptions, Net | (321,484) |
Accretion and Amortization | 1,692 |
Accretion and Amortization, Deferred costs | 1,609 |
Accretion and Amortization, Net | 3,301 |
Outstanding balance, Ending balance | 0 |
Net premiums (discount), Ending balance | 0 |
Deferred costs, Ending balance | 0 |
Total debt, Ending balance | 0 |
Credit Facility [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 1,050,000 |
Deferred costs, Beginning balance | (4,331) |
Total debt, Beginning balance | 1,045,669 |
Debt Issuances | 902,000 |
Debt Issuances, Deferred costs | (5) |
Debt Issuances, Net | 901,995 |
Repayments, Extinguishment and Assumptions | (1,952,000) |
Repayments, Extinguishment and Assumptions of Debt, Deferred costs | 3,160 |
Repayments, Extinguishment and Assumptions, Net | (1,948,840) |
Accretion and Amortization, Deferred costs | 1,176 |
Accretion and Amortization, Net | 1,176 |
Outstanding balance, Ending balance | 0 |
Deferred costs, Ending balance | 0 |
Total debt, Ending balance | $ 0 |
Debt - Mortgage Notes Payable (
Debt - Mortgage Notes Payable (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3,831 | |
Weighted-Average Interest Rate | 3.98% | |
Weighted-Average Years to Maturity | 6 years | |
Unconsolidated Joint Ventures debt outstanding | $ 269,300 | |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 279 | |
Net Carrying Value of Collateralized Properties | $ 1,711,643 | |
Outstanding Balance | $ 1,333,195 | $ 1,529,057 |
Weighted-Average Interest Rate | 4.99% | |
Mortgages [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 2 years 1 month 6 days | |
Mortgages [Member] | Fixed-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 278 | |
Net Carrying Value of Collateralized Properties | $ 1,682,514 | |
Outstanding Balance | $ 1,318,126 | |
Weighted-Average Interest Rate | 5.01% | |
Mortgages [Member] | Fixed-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 2 years 1 month 6 days | |
Mortgages [Member] | Variable-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Net Carrying Value of Collateralized Properties | $ 29,129 | |
Outstanding Balance | $ 15,069 | |
Weighted-Average Interest Rate | 3.75% | |
Mortgages [Member] | Variable-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 7 months 6 days | |
Unconsolidated Joint Ventures [Member] | ||
Debt Instrument [Line Items] | ||
Unconsolidated Joint Ventures debt outstanding | $ 550,500 |
Debt - Aggregate Principal Repa
Debt - Aggregate Principal Repayments on Mortgage Notes (Details) - Mortgages [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
2021 | $ 314,042 | |
2022 | 266,951 | |
2023 | 124,217 | |
2024 | 621,021 | |
2025 | 1,078 | |
Thereafter | 5,886 | |
Total | $ 1,333,195 | $ 1,529,057 |
Debt - Corporate Bonds (Details
Debt - Corporate Bonds (Details) - Corporate Bonds [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 4,650,000 | $ 2,850,000 |
Covenant terms, maximum limitation on incurrence of total debt | 65.00% | |
Covenant terms, maximum limitation on incurrence of secured debt | 40.00% | |
Covenant terms, minimum debt service coverage ratio | 1.5 | |
Covenant terms, minimum unencumbered asset value, percentage | 150.00% | |
VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 4,650,000 | |
Interest Rate | 3.685% | |
Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 100.00% | |
Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Redemption period, number of days prior to maturity date | 60 days | |
Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Redemption period, number of days prior to maturity date | 90 days | |
Senior Notes Due 2024 [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 500,000 | |
Interest Rate | 4.60% | |
Senior Notes Due 2025 [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 550,000 | |
Interest Rate | 4.625% | |
Senior Notes Due 2026 [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 4.875% | |
Senior Notes Due 2027 [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 3.95% | |
Senior Notes Due January, 2028 [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 3.40% | |
Senior Notes Due June, 2028 [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 500,000 | |
Interest Rate | 2.20% | |
Senior Notes Due 2029 [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 3.10% | |
Senior Notes Due 2032 [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 700,000 | |
Interest Rate | 2.85% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - Convertible Debt [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Aggregate balance outstanding | $ 0 | $ 321,802 |
2020 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate balance outstanding | $ 321,800 | |
Interest rate | 3.75% |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($)numberOfExtension | Dec. 31, 2019USD ($) | Dec. 27, 2019USD ($) | May 23, 2018USD ($) | |
Line of Credit Facility [Line Items] | |||||
Outstanding balance | $ 5,913,065,000 | $ 5,913,065,000 | $ 5,705,725,000 | ||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt repayments | 900,000,000 | ||||
Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding balance | 0 | 0 | $ 1,045,669,000 | ||
Debt repayments | $ 1,952,000,000 | ||||
Number of extension option | numberOfExtension | 2 | ||||
Length of extension option | 6 months | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 2,900,000,000 | ||||
Outstanding balance | $ 3,700,000 | $ 3,700,000 | |||
Maximum aggregate amount outstanding at any one time | $ 50,000,000 | ||||
Maximum leverage ratio (less than or equal to) | 60.00% | 60.00% | |||
Minimum fixed charge coverage ratio (of at least) | 1.5 | 1.5 | |||
Secured leverage ratio (less than or equal to) | 45.00% | 45.00% | |||
Unencumbered asset value ratio (less than or equal to) | 60.00% | 60.00% | |||
Minimum unencumbered interest coverage ratio (of at least) | 1.75 | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.10% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.30% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 1,500,000,000 | 2,000,000,000 | |||
Outstanding balance | $ 0 | $ 0 | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.775% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.55% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.00% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.55% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | One Month LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 900,000,000 | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.85% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.00% | ||||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.75% |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($)derivative | Dec. 31, 2020USD ($)derivative | Dec. 31, 2019USD ($)derivative | Dec. 31, 2018USD ($) | |
Derivative [Line Items] | ||||
Reclassification of previous unrealized loss on interest rate derivatives into net income (loss) | $ 99,677,000 | $ 2,457,000 | $ 313,000 | |
Gain (loss) to be reclassified in next twelve months | $ 400,000 | 400,000 | ||
Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Amount of (loss) gain recognized in income on cash flow hedges | (71,500,000) | (29,900,000) | 0 | |
Designated as Hedging Instrument [Member] | ||||
Derivative [Line Items] | ||||
Termination fee | 85,400,000 | |||
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Notional amount | 900,000,000 | 900,000,000 | ||
Termination of derivative contract | 900,000,000 | |||
Designated as Hedging Instrument [Member] | Forward Starting Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Notional amount | 400,000,000 | 400,000,000 | ||
Termination of derivative contract | $ 400,000,000 | |||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Reclassification of previous unrealized loss on interest rate derivatives into net income (loss) | $ 99,700,000 | $ 2,500,000 | $ 300,000 | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Number of derivatives held | derivative | 0 | 0 | 0 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Derivatives Designated as Hedging Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Derivative assets | $ 0 | $ 250 |
Derivative liabilities | 0 | (28,081) |
Designated as Hedging Instrument [Member] | Rent and Tenant Receivables and Other Assets, Net [Member] | Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 250 |
Designated as Hedging Instrument [Member] | Derivative, Deferred Rent, and Other Liabilities [Member] | Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 0 | $ (28,081) |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Tabular Disclosure Offsetting Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 0 | $ 250 |
Gross Amounts of Recognized Liabilities | 0 | (28,081) |
Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Net Amounts of Assets Presented in the Consolidated Balance Sheets | 0 | 250 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets | 0 | (28,081) |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ 0 | $ (27,831) |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental disclosures: | |||
Cash paid for interest | $ 240,075 | $ 281,490 | $ 267,400 |
Cash paid for income taxes | 5,850 | 5,019 | 5,589 |
Non-cash investing and financing activities: | |||
Accrued capital expenditures, tenant improvements and real estate developments | 6,158 | 13,412 | 12,648 |
Accrued deferred financing costs | 24 | 1,100 | 67 |
Real estate contributions to industrial partnership and office partnership | 17,240 | 29,577 | 0 |
Distributions declared and unpaid | 89,514 | 150,365 | 148,383 |
Distributions payable relinquished | 0 | 12,522 | 0 |
Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure | 0 | 19,525 | 16,200 |
Real estate investments received from lease related transactions | 259 | 3,800 | 1,386 |
Real estate investments relinquished | 862 | 0 | 0 |
Establishment of right-of-use assets and lease liabilities | 0 | 236,286 | 0 |
Nonmonetary exchanges: | |||
Exchange of real estate investments | $ 0 | $ 8,900 | $ 0 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 44,164 | $ 31,925 |
Accrued real estate and other taxes | 27,689 | 25,320 |
Accrued legal fees and litigation settlements | 11,245 | 25,571 |
Accounts payable | 1,895 | 1,779 |
Accrued other | 32,022 | 41,725 |
Total | $ 117,015 | $ 126,320 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | |
Lessor, Lease, Description [Line Items] | ||
Number of Properties | property | 3,831 | |
Weighted average remaining lease term | 15 years 10 months 24 days | |
Weighted average discount rate | 4.91% | |
Operating lease right-of-use assets | $ 195,518 | $ 215,227 |
Operating lease liabilities | 209,104 | 221,061 |
Increase (reduction) of right-of-use assets | 1,200 | 2,100 |
Increase (reduction) of operating lease liabilities | $ 1,300 | 2,600 |
Minimum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Lease terms | 3 days | |
Remaining lease terms | 2 months 12 days | |
Maximum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Lease terms | 24 years 1 month 6 days | |
Remaining lease terms | 78 years 7 months 6 days | |
Accounting Standards Update 2016-02 [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | 233,300 | |
Operating lease liabilities | $ 236,300 |
Leases - Rental Revenue (Detail
Leases - Rental Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Cash rent | $ 1,036,422 | $ 1,102,538 | $ 1,121,482 |
Straight-line rent | 25,161 | 28,032 | 39,772 |
Lease intangible amortization | (3,357) | (2,538) | (4,178) |
Property operating cost reimbursements | 5,866 | 5,559 | 5,375 |
Sub-lease | 20,141 | 21,496 | 16,178 |
Total fixed | 1,084,233 | 1,155,087 | 1,178,629 |
Variable | 73,404 | 81,310 | 78,179 |
Income from direct financing leases | 648 | 837 | 1,059 |
Total rental revenue | 1,158,285 | $ 1,237,234 | $ 1,257,867 |
COVID-19 [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Deferral agreements | 17,900 | ||
Rental Revenue [Member] | |||
Lessor, Lease, Description [Line Items] | |||
COVID-19 effect, excluding straight line rent reserve | 23,000 | ||
COVID-19 effect, general reserve increase | 9,600 | ||
COVID-19 effect, amount not probable for collection | 13,400 | ||
COVID-19 effect, straight line rent receivable, increase in reserve | 3,500 | ||
Rental Revenue [Member] | COVID-19 [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Deferral agreements, abated | $ 18,300 |
Leases - Maturities of Lease Pa
Leases - Maturities of Lease Payments Receivable (Details) $ in Thousands | Dec. 31, 2020USD ($)property |
Future Minimum Operating Lease Payments | |
2021 | $ 1,043,236 |
2022 | 992,411 |
2023 | 927,738 |
2024 | 856,646 |
2025 | 752,049 |
Thereafter | 4,728,485 |
Total | 9,300,565 |
Future Minimum Direct Financing Lease Payments | |
2021 | 2,000 |
2022 | 1,925 |
2023 | 1,565 |
2024 | 510 |
2025 | 169 |
Thereafter | 655 |
Total | $ 6,824 |
Number of properties subject to direct financing leases | property | 18 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating lease cost | $ 24,259 | $ 24,392 | |
Sublease income | $ (20,141) | $ (21,496) | $ (16,178) |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 22,420 | $ 22,287 |
2022 | 21,709 | 22,284 |
2023 | 21,300 | 22,122 |
2024 | 20,656 | 21,695 |
2025 | 20,213 | 21,132 |
Thereafter | 206,752 | 225,457 |
Total | 313,050 | 334,977 |
Less: imputed interest | 103,946 | 113,916 |
Operating lease liabilities | $ 209,104 | $ 221,061 |
Equity - Reverse Stock Split (D
Equity - Reverse Stock Split (Details) | Dec. 17, 2020$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock split, conversion ratio | 0.2 | ||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Cash paid, average closing price, period | 3 days |
Equity - Common Stock and Gener
Equity - Common Stock and General Partner OP Units (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (shares) | 228,881,547 | 215,369,197 |
Common stock, shares outstanding (shares) | 228,881,547 | 215,369,197 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 228,881,547 | 215,369,197 |
General partners', units issued (shares) | 228,881,547 | 215,369,197 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | General Partner [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 228,900,000 | |
General partners', units issued (shares) | 228,900,000 |
Equity - Common Stock Continuou
Equity - Common Stock Continuous Offering Program (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||
Issuance of Common Stock, net | $ 478,572,000 | $ 1,014,215,000 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Distribution agreement initial capacity gross sales price (up to) | $ 750,000,000 | |
Common Stock Continuous Offering Program [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Issuance of Common Stock, net (shares) | 13,300 | 1,810 |
Issuance of Common Stock, net | $ 484,100,000 | $ 86,700,000 |
Proceeds from issuance of common stock | 478,700,000 | $ 85,400,000 |
Offering cost | $ 100,000 | |
Number of shares available (shares) | 572,200 | |
Common Stock Continuous Offering Program [Member] | Common Stock [Member] | Weighted Average [Member] | ||
Class of Stock [Line Items] | ||
Share price (in dollars per share) | $ 36.41 | $ 48 |
Share price net of offering costs (in dollars per share) | $ 36 | $ 47.28 |
Equity - Series F Preferred Sto
Equity - Series F Preferred Stock and Series F Preferred OP Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||
Preferred stock, shares issued (shares) | 18,871,246 | 30,871,246 |
Preferred stock, shares outstanding (shares) | 18,871,246 | 30,871,246 |
Series F Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, dividend rate (percent) | 6.70% | |
Preferred stock, liquidation preference per share (in dollars per share) | $ 25 | |
Dividend rate (in dollars per share) | $ 1.675 | |
Preferred stock redeemed (in shares) | 12,000,000 | 12,000,000 |
Percentage of shares, issued and outstanding | 38.87% | 28.02% |
Preferred stock, redemption price per share (in dollars per share) | $ 25 | $ 25 |
Preferred stock, shares issued (shares) | 18,900,000 | |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
Class of Stock [Line Items] | ||
General partners', units issued (shares) | 18,871,246 | 30,871,246 |
General partners', units outstanding (shares) | 18,871,246 | 30,871,246 |
Limited partners', units issued (shares) | 49,766 | 49,766 |
Limited partners', units outstanding (shares) | 49,766 | 49,766 |
Equity - Distributions Paid on
Equity - Distributions Paid on a Percentage Basis (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||
Ordinary dividends | 0.00% | 45.00% | 13.80% |
Nondividend distributions | 100.00% | 37.20% | 86.20% |
Capital gain distributions | 0.00% | 17.80% | 0.00% |
Total | 100.00% | 100.00% | 100.00% |
Series F Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Ordinary dividends | 0.00% | 71.70% | 100.00% |
Nondividend distributions | 100.00% | 0.00% | 0.00% |
Capital gain distributions | 0.00% | 28.30% | 0.00% |
Total | 100.00% | 100.00% | 100.00% |
Equity - Limited Partner OP Uni
Equity - Limited Partner OP Units (Details) - VEREIT Operating Partnership, L.P. [Member] - Common Stock [Member] - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 152,033 | 157,343 |
Limited partners', units issued (shares) | 152,033 | 157,343 |
Limited Partner [Member] | ||
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 200,000 | 200,000 |
Limited partners', units issued (shares) | 200,000 | 200,000 |
Equity - Common Stock Dividends
Equity - Common Stock Dividends (Details) - $ / shares | Nov. 04, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.077 | $ 1.8425 | $ 2.75 | $ 2.75 |
Dividend of common stock declared adjusted (in dollars per share) | $ 0.385 |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program (Details) - The 2019 Share Repurchase Program [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||
Value of stock authorized for repurchase under stock repurchase program (up to) | $ 200,000,000 | |
Repurchase of common stock (shares) | 0 | 0 |
Equity-based Compensation - Equ
Equity-based Compensation - Equity Plan Narrative (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Equity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum authorized amount as a percentage of shares authorized | 10.00% |
Shares available for future issuance (shares) | 20,400,000 |
Equity Plan [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cumulative Restricted share awards, net (shares) | 3,600,000 |
Cumulative Restricted share awards (shares) | 800,000 |
Cumulative Restricted share awards forfeited (shares) | (700,000) |
Cumulative Restricted Stock Units (shares) | 1,500,000 |
Cumulative Restricted Stock Units forfeited (shares) | (400,000) |
Cumulative Deferred Stock Units (shares) | 200,000 |
Cumulative Stock Options (shares) | 1,100,000 |
Cumulative stock options forfeited (shares) | (100,000) |
Non-Executive Director Restricted Share Plan [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for future issuance (shares) | 19,800 |
Shares issued in period (shares) | 9,000 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Shares Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
General and Administrative Expense [Member] | Equity Plan [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 0.1 | $ 0.6 |
Equity-based Compensation - Tim
Equity-based Compensation - Time-Based Restricted Stock Units Narrative (Details) - Time-Based Restricted Stock Units [Member] - Equity Plan [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 3 years | ||
Unrecognized compensation expense | $ 7.5 | ||
Weighted-average remaining term (years) | 2 years 2 months 12 days | ||
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 5.6 | $ 5.1 | $ 5.1 |
Equity-based Compensation - Sum
Equity-based Compensation - Summary of Time-Based Restricted Stock Units and Deferred Stock Units Activity (Details) - Equity Plan [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Time-Based Restricted Stock Units [Member] | |
Number of Shares/Units | |
Unvested units, Beginning Balance (shares) | shares | 250,320 |
Granted (shares) | shares | 155,622 |
Vested (shares) | shares | (119,107) |
Forfeited (shares) | shares | (2,938) |
Unvested units, Ending Balance (shares) | shares | 283,897 |
Weighted-Average Grant Date Fair Value | |
Unvested units, Beginning Balance (in dollars per share) | $ / shares | $ 38.66 |
Granted (in dollars per share) | $ / shares | 48.20 |
Vested (in dollars per share) | $ / shares | 39.10 |
Forfeited (in dollars per share) | $ / shares | 43.92 |
Unvested units, Ending Balance (in dollars per share) | $ / shares | $ 43.65 |
Deferred Stock Units [Member] | |
Number of Shares/Units | |
Unvested units, Beginning Balance (shares) | shares | 0 |
Granted (shares) | shares | 44,729 |
Vested (shares) | shares | (44,729) |
Forfeited (shares) | shares | 0 |
Unvested units, Ending Balance (shares) | shares | 0 |
Weighted-Average Grant Date Fair Value | |
Unvested units, Beginning Balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 27.92 |
Vested (in dollars per share) | $ / shares | 27.92 |
Forfeited (in dollars per share) | $ / shares | 0 |
Unvested units, Ending Balance (in dollars per share) | $ / shares | $ 0 |
Equity-based Compensation - Def
Equity-based Compensation - Deferred Stock Units Narrative (Details) - Equity Plan [Member] - Deferred Stock Units [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 0 | ||
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 1,100,000 | $ 1,200,000 | $ 1,200,000 |
General Partner [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Right to receive common stock, number of shares (shares) | 1 |
Equity-based Compensation - Lon
Equity-based Compensation - Long-Term Incentive Awards Narrative (Details) - Equity Plan [Member] - Long Term Incentive Target Awards [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Unrecognized compensation expense | $ 7.4 | ||
Weighted-average remaining term (years) | 2 years 3 months 18 days | ||
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 5.3 | $ 5.5 | $ 5.8 |
Equity-based Compensation - S_2
Equity-based Compensation - Summary of LTI Target Awards (Details) - Equity Plan [Member] - LTI Target Awards [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Shares/Units | |
Unvested units, Beginning Balance (shares) | shares | 322,819 |
Granted (shares) | shares | 133,644 |
Vested (shares) | shares | (132,361) |
Forfeited (shares) | shares | (45,177) |
Unvested units, Ending Balance (shares) | shares | 278,925 |
Weighted-Average Grant Date Fair Value | |
Unvested units, Beginning Balance (in dollars per share) | $ / shares | $ 35.98 |
Granted (in dollars per share) | $ / shares | 47.89 |
Vested (in dollars per share) | $ / shares | 32.20 |
Forfeited (in dollars per share) | $ / shares | 32.53 |
Unvested units, Ending Balance (in dollars per share) | $ / shares | $ 44.03 |
Equity-based Compensation - Sto
Equity-based Compensation - Stock Options Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cliff vesting period | 3 years | ||
Contractual term | 10 years | ||
Equity Plan [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 0.9 | ||
Weighted average remaining term | 1 year | ||
General and Administrative Expense [Member] | Equity Plan [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 1.3 | $ 1.2 | $ 0.6 |
Equity-based Compensation - Val
Equity-based Compensation - Valuation Assumptions (Details) - $ / shares | Feb. 20, 2019 | Feb. 21, 2018 |
Share-based Payment Arrangement [Abstract] | ||
Expected term (in years) | 6 years 6 months | 6 years 6 months |
Volatility | 24.21% | 27.39% |
Dividend yield | 7.09% | 7.21% |
Risk-free rate | 2.52% | 2.75% |
Grant date fair value (in dollars per share) | $ 3.70 | $ 3.80 |
Equity-based Compensation - S_3
Equity-based Compensation - Stock Options (Details) - USD ($) | Feb. 20, 2019 | Feb. 21, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted-Average Exercise Price | ||||
Granted (in dollars per share) | $ 3.70 | $ 3.80 | ||
Equity Plan [Member] | Stock Options [Member] | ||||
Stock Options (shares) | ||||
Unvested options, Beginning balance (shares) | 1,072,406 | |||
Granted (shares) | 0 | |||
Exercised (shares) | 0 | |||
Forfeited (shares) | (16,020) | |||
Unvested options , Ending balance (shares) | 1,056,386 | 1,072,406 | ||
Weighted-Average Exercise Price | ||||
Unvested options, Beginning balance (in dollars per share) | $ 37.85 | |||
Granted (in dollars per share) | 0 | |||
Exercised (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 37.80 | |||
Unvested options, Ending balance (in dollars per share) | $ 37.85 | $ 37.85 | ||
Weighted-Average Remaining Contractual Term (Years) | ||||
Weighted-Average Remaining Contractual Term (Years) | 7 years 7 months 24 days | 8 years 7 months 28 days | ||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value | $ 1,842,198 | $ 8,954,271 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 01, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Assets | $ 65,583,000 | $ 26,957,000 | ||
Provision (benefit) for income taxes | 4,513,000 | 4,262,000 | $ 5,101,000 | |
Cole Capital [Member] | Held-for-sale or Disposed of by Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration paid at closing | $ 120,000,000 | |||
Contingent consideration, maximum consideration receivable | 80,000,000 | |||
Net revenue payments received | 0 | |||
Assets | 0 | 0 | 0 | |
Liabilities | 0 | 0 | 0 | |
Provision (benefit) for income taxes | $ 0 | $ 0 | $ (2,095,000) |
Discontinued Operations - Incom
Discontinued Operations - Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income from discontinued operations, net of income taxes | $ 0 | $ 0 | $ 3,695 |
Cole Capital [Member] | Held-for-sale or Disposed of by Sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Offering-related fees and reimbursements | 1,027 | ||
Transaction service fees and reimbursements | 334 | ||
Management fees and reimbursements | 6,452 | ||
Total revenues | 7,813 | ||
Cole Capital reallowed fees and commissions | 602 | ||
Transaction costs | (654) | ||
General and administrative | 4,450 | ||
Total operating expenses | 4,398 | ||
Loss on disposition and assets held for sale | (1,815) | ||
Income before taxes | 1,600 | ||
Benefit from income taxes | 2,095 | ||
Income from discontinued operations, net of income taxes | $ 3,695 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flows (Details) - Cole Capital [Member] - Held-for-sale or Disposed of by Sale [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash flows used in operating activities | $ (10,468) |
Cash flows from investing activities | $ 122,915 |
Discontinued Operations - Effec
Discontinued Operations - Effective Tax Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total benefit from income taxes - Cole Capital | $ 4,513,000 | $ 4,262,000 | $ 5,101,000 |
Cole Capital [Member] | Held-for-sale or Disposed of by Sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income before taxes | 1,600,000 | ||
Less: Income from non-taxable entities | (685,000) | ||
Income attributable to taxable subsidiaries before income taxes | 915,000 | ||
Federal benefit from income taxes at statutory rate | 192,000 | ||
Nondeductible portion of transaction costs and loss recognized on classification as held for sale | (719,000) | ||
Impact of valuation allowance | (1,158,000) | ||
State income taxes and other | (410,000) | ||
Total benefit from income taxes - Cole Capital | $ 0 | $ 0 | $ (2,095,000) |
Discontinued Operations - Compo
Discontinued Operations - Components of Tax Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred | |||
Total benefit from income taxes - Cole Capital | $ 4,513,000 | $ 4,262,000 | $ 5,101,000 |
Cole Capital [Member] | Held-for-sale or Disposed of by Sale [Member] | |||
Current | |||
Federal | (74,000) | ||
State | (166,000) | ||
Total current benefit from income taxes | (240,000) | ||
Deferred | |||
Federal | (1,756,000) | ||
State | (99,000) | ||
Total deferred benefit from income taxes | (1,855,000) | ||
Total benefit from income taxes - Cole Capital | $ 0 | $ 0 | $ (2,095,000) |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Details) - USD ($) | Feb. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||
Equity in income and gain on disposition of unconsolidated entities | $ 3,539,000 | $ 2,618,000 | $ 1,869,000 | |
Aggregate equity investments | 7,255,000 | 7,552,000 | ||
Unrealized gain (loss) included in other comprehensive income, net | 297,000 | 292,000 | ||
CCIT II and CMFT [Member] | ||||
Related Party Transaction [Line Items] | ||||
Equity in income and gain on disposition of unconsolidated entities | $ 600,000 | |||
Aggregate equity investments | 7,300,000 | 7,600,000 | ||
Unrealized gain (loss) included in other comprehensive income, net | (300,000) | (300,000) | ||
Gain included in other income, net | 5,100,000 | |||
Cole Real Estate Investments, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Property management fee revenue | $ 0 | $ 0 | $ 8,000,000 |
Net Income (Loss) Per Share_U_3
Net Income (Loss) Per Share/Unit - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Income (loss) from continuing operations | $ 201,219 | $ (307,106) | $ (91,725) | ||||||||
(Income) loss from continuing operations attributable to non-controlling interests | (91) | 6,753 | 2,344 | ||||||||
Net income (loss) attributable to the General Partner | 201,128 | (300,353) | (89,381) | ||||||||
Dividends to preferred shares and units | (44,590) | (68,488) | (71,892) | ||||||||
Net income (loss) from continuing operations available to the General Partner | 156,538 | (368,841) | (161,273) | ||||||||
Earnings allocated to participating securities | 0 | 0 | (42) | ||||||||
Income from discontinued operations, net of income taxes | 0 | 0 | 3,695 | ||||||||
Income from discontinued operations attributable to limited partners | 0 | 0 | (88) | ||||||||
Net income (loss) available to common stockholders used in basic net income per share | 156,538 | (368,841) | (157,708) | ||||||||
Income attributable to limited partners | 150 | 0 | 0 | ||||||||
Net income (loss) used in diluted net income per share | $ 156,688 | $ (368,841) | $ (157,708) | ||||||||
Weighted average number of common Stock/units outstanding - basic (shares) | 217,548,175 | 199,627,994 | 193,818,454 | ||||||||
Effect of Limited Partner OP Units and dilutive securities (shares) | 313,830 | 0 | 0 | ||||||||
Weighted Average Number of common shares/units - diluted (shares) | 217,862,005 | 199,627,994 | 193,818,454 | ||||||||
Basic and diluted net income (loss) per share from continuing operations attributable to common stockholders (in dollars per share) | $ 0.72 | $ (1.85) | $ (0.83) | ||||||||
Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0 | 0.02 | ||||||||
Basic and diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.21) | $ 0.40 | $ 0.19 | $ 0.34 | $ 0.26 | $ (3.79) | $ 1.37 | $ 0.27 | $ 0.72 | $ (1.85) | $ (0.81) |
VEREIT Operating Partnership, L.P. [Member] | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Income (loss) from continuing operations | $ 201,219 | $ (307,106) | $ (91,725) | ||||||||
(Income) loss from continuing operations attributable to non-controlling interests | 59 | 102 | 154 | ||||||||
Net income (loss) attributable to the General Partner | 201,278 | (307,004) | (91,571) | ||||||||
Dividends to preferred shares and units | (44,590) | (68,488) | (71,892) | ||||||||
Net income (loss) from continuing operations available to the General Partner | 156,688 | (375,492) | (163,463) | ||||||||
Earnings allocated to participating securities | 0 | 0 | (42) | ||||||||
Income from discontinued operations, net of income taxes | 0 | 0 | 3,695 | ||||||||
Net income (loss) used in diluted net income per share | $ 156,688 | $ (375,492) | $ (159,810) | ||||||||
Weighted average number of common Stock/units outstanding - basic (shares) | 217,703,031 | 203,224,097 | 198,563,555 | ||||||||
Effect of Limited Partner OP Units and dilutive securities (shares) | 158,974 | 0 | 0 | ||||||||
Weighted Average Number of common shares/units - diluted (shares) | 217,862,005 | 203,224,097 | 198,563,555 | ||||||||
Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders (in dollars per share) | $ 0.72 | $ (1.85) | $ (0.83) | ||||||||
Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders (in dollars per share) | 0 | 0 | 0.02 | ||||||||
Basic and diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.21) | $ 0.40 | $ 0.19 | $ 0.34 | $ 0.26 | $ (3.79) | $ 1.37 | $ 0.27 | $ 0.72 | $ (1.85) | $ (0.81) |
Net Income (Loss) Per Share_U_4
Net Income (Loss) Per Share/Unit - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted average unvested Restricted Shares and Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 318,810 | 84,074 |
Weighted average unvested Restricted Shares and Restricted Stock Units [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 318,810 | 84,074 |
Weighted average stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 104,052 | 0 |
Weighted average stock options [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 104,052 | 0 |
Weighted average Limited Partner Common Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 3,596,102 | 4,745,101 |
Quarterly Results (Unaudited)_2
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information [Line Items] | |||||||||||
Total revenues | $ 287,909 | $ 295,278 | $ 278,997 | $ 299,182 | $ 305,685 | $ 303,301 | $ 312,188 | $ 316,880 | |||
Net income (loss) | (37,866) | 97,983 | 54,239 | 86,863 | 71,168 | (741,529) | 292,284 | 70,971 | $ 201,219 | $ (307,106) | $ (88,030) |
Net income (loss) attributable to the General Partner/OP | $ (37,820) | $ 97,932 | $ 54,208 | $ 86,808 | $ 71,125 | $ (726,440) | $ 285,658 | $ 69,304 | $ 201,128 | $ (300,353) | $ (85,774) |
Basic and diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.21) | $ 0.40 | $ 0.19 | $ 0.34 | $ 0.26 | $ (3.79) | $ 1.37 | $ 0.27 | $ 0.72 | $ (1.85) | $ (0.81) |
VEREIT Operating Partnership, L.P. [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Total revenues | $ 287,909 | $ 295,278 | $ 278,997 | $ 299,182 | $ 305,685 | $ 303,301 | $ 312,188 | $ 316,880 | |||
Net income (loss) | (37,866) | 97,983 | 54,239 | 86,863 | 71,168 | (741,529) | 292,284 | 70,971 | $ 201,219 | $ (307,106) | $ (88,030) |
Net income (loss) attributable to the General Partner/OP | $ (37,836) | $ 97,997 | $ 54,247 | $ 86,870 | $ 71,187 | $ (741,504) | $ 292,314 | $ 70,999 | $ 201,278 | $ (307,004) | $ (87,876) |
Basic and diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.21) | $ 0.40 | $ 0.19 | $ 0.34 | $ 0.26 | $ (3.79) | $ 1.37 | $ 0.27 | $ 0.72 | $ (1.85) | $ (0.81) |
Subsequent Events - Common Stoc
Subsequent Events - Common Stock Dividend (Details) - $ / shares | Feb. 23, 2021 | Nov. 04, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.077 | $ 1.8425 | $ 2.75 | $ 2.75 | |
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.462 | ||||
Authorized annual dividends (in dollars per share) | $ 1.848 |
Subsequent Events - Preferred S
Subsequent Events - Preferred Stock Dividend (Details) - Subsequent Event [Member] | Feb. 23, 2021$ / shares |
Subsequent Event [Line Items] | |
Dividend accrual period on annual basis | 360 days |
Annual dividend rate (in dollars per share) | $ 1.675 |
Annualized dividend rate, per 30-day month (in dollars per share) | $ 0.1395833 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Year | $ 6,309 | $ 35,615 |
Additions | 0 | 3,182 |
Deductions | (6,309) | (32,488) |
Balance at End of Year | 0 | 6,309 |
Reserve for program development costs [Member] | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Year | 0 | 7,632 |
Additions | 651 | |
Deductions | (8,283) | |
Balance at End of Year | 0 | |
Allowance for doubtful accounts and other reserves [Member] | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Year | 6,309 | 12,683 |
Additions | 0 | 2,531 |
Deductions | (6,309) | (8,905) |
Balance at End of Year | 0 | 6,309 |
Allowance for doubtful accounts and other reserves [Member] | Discontinued Operations [Member] | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Year | 1,000 | |
Unsecured note reserve [Member] | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Year | $ 0 | 15,300 |
Additions | 0 | |
Deductions | (15,300) | |
Balance at End of Year | $ 0 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 3,795 | |||
Encumbrances at December 31, 2020 | $ 1,305,445 | |||
Land | 2,743,527 | |||
Buildings, Fixtures and Improvements | 10,059,594 | |||
Costs Capitalized Subsequent to Acquisition | (71,956) | |||
Gross Amount Carried at December 31, 2020 | 12,731,165 | $ 12,939,229 | $ 13,592,440 | $ 13,577,700 |
Accumulated Depreciation | $ (2,920,134) | $ (2,727,099) | $ (2,622,879) | $ (2,217,108) |
Administration & Support Services | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 3 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 6,537 | |||
Buildings, Fixtures and Improvements | 35,797 | |||
Costs Capitalized Subsequent to Acquisition | (4,501) | |||
Gross Amount Carried at December 31, 2020 | 37,833 | |||
Accumulated Depreciation | $ (7,967) | |||
Agricultural | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 2 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 1,727 | |||
Buildings, Fixtures and Improvements | 13,422 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Gross Amount Carried at December 31, 2020 | 15,149 | |||
Accumulated Depreciation | $ (4,280) | |||
Education | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 3 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 3,170 | |||
Buildings, Fixtures and Improvements | 22,706 | |||
Costs Capitalized Subsequent to Acquisition | (3,435) | |||
Gross Amount Carried at December 31, 2020 | 22,441 | |||
Accumulated Depreciation | $ (4,739) | |||
Entertainment & Recreation | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 38 | |||
Encumbrances at December 31, 2020 | $ 4,749 | |||
Land | 100,708 | |||
Buildings, Fixtures and Improvements | 356,032 | |||
Costs Capitalized Subsequent to Acquisition | 2,048 | |||
Gross Amount Carried at December 31, 2020 | 458,788 | |||
Accumulated Depreciation | $ (63,432) | |||
Finance | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 149 | |||
Encumbrances at December 31, 2020 | $ 128,114 | |||
Land | 88,122 | |||
Buildings, Fixtures and Improvements | 360,180 | |||
Costs Capitalized Subsequent to Acquisition | (10,518) | |||
Gross Amount Carried at December 31, 2020 | 437,784 | |||
Accumulated Depreciation | $ (112,279) | |||
Government & Public Services | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 7 | |||
Encumbrances at December 31, 2020 | $ 2,600 | |||
Land | 4,587 | |||
Buildings, Fixtures and Improvements | 38,090 | |||
Costs Capitalized Subsequent to Acquisition | (2,244) | |||
Gross Amount Carried at December 31, 2020 | 40,433 | |||
Accumulated Depreciation | $ (12,387) | |||
Healthcare | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 6 | |||
Encumbrances at December 31, 2020 | $ 17,751 | |||
Land | 15,368 | |||
Buildings, Fixtures and Improvements | 107,840 | |||
Costs Capitalized Subsequent to Acquisition | 3,072 | |||
Gross Amount Carried at December 31, 2020 | 126,280 | |||
Accumulated Depreciation | $ (46,970) | |||
Information & Communication | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 4 | |||
Encumbrances at December 31, 2020 | $ 10,367 | |||
Land | 5,652 | |||
Buildings, Fixtures and Improvements | 56,729 | |||
Costs Capitalized Subsequent to Acquisition | 4,076 | |||
Gross Amount Carried at December 31, 2020 | 66,457 | |||
Accumulated Depreciation | $ (18,827) | |||
Insurance | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 7 | |||
Encumbrances at December 31, 2020 | $ 58,798 | |||
Land | 29,184 | |||
Buildings, Fixtures and Improvements | 236,424 | |||
Costs Capitalized Subsequent to Acquisition | 3,772 | |||
Gross Amount Carried at December 31, 2020 | 269,380 | |||
Accumulated Depreciation | $ (64,530) | |||
Logistics | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 44 | |||
Encumbrances at December 31, 2020 | $ 26,100 | |||
Land | 50,877 | |||
Buildings, Fixtures and Improvements | 299,486 | |||
Costs Capitalized Subsequent to Acquisition | 29,358 | |||
Gross Amount Carried at December 31, 2020 | 379,721 | |||
Accumulated Depreciation | $ (123,707) | |||
Manufacturing | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 48 | |||
Encumbrances at December 31, 2020 | $ 150,748 | |||
Land | 92,446 | |||
Buildings, Fixtures and Improvements | 946,216 | |||
Costs Capitalized Subsequent to Acquisition | (18,831) | |||
Gross Amount Carried at December 31, 2020 | 1,019,831 | |||
Accumulated Depreciation | $ (255,355) | |||
Mining & Natural Resources | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 4 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 1,727 | |||
Buildings, Fixtures and Improvements | 14,644 | |||
Costs Capitalized Subsequent to Acquisition | (2,858) | |||
Gross Amount Carried at December 31, 2020 | 13,513 | |||
Accumulated Depreciation | $ (3,013) | |||
Other Services | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 2 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 2,937 | |||
Buildings, Fixtures and Improvements | 30,794 | |||
Costs Capitalized Subsequent to Acquisition | (987) | |||
Gross Amount Carried at December 31, 2020 | 32,744 | |||
Accumulated Depreciation | $ (6,645) | |||
Professional Services | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 33 | |||
Encumbrances at December 31, 2020 | $ 97,217 | |||
Land | 47,520 | |||
Buildings, Fixtures and Improvements | 358,603 | |||
Costs Capitalized Subsequent to Acquisition | 8,713 | |||
Gross Amount Carried at December 31, 2020 | 414,836 | |||
Accumulated Depreciation | $ (122,043) | |||
Rental | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 56 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 25,044 | |||
Buildings, Fixtures and Improvements | 77,794 | |||
Costs Capitalized Subsequent to Acquisition | (626) | |||
Gross Amount Carried at December 31, 2020 | 102,212 | |||
Accumulated Depreciation | $ (19,145) | |||
Restaurants - Casual Dining | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 545 | |||
Encumbrances at December 31, 2020 | $ 30,860 | |||
Land | 406,606 | |||
Buildings, Fixtures and Improvements | 936,599 | |||
Costs Capitalized Subsequent to Acquisition | (18,142) | |||
Gross Amount Carried at December 31, 2020 | 1,325,063 | |||
Accumulated Depreciation | $ (291,230) | |||
Restaurants - Quick Service | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 891 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 412,840 | |||
Buildings, Fixtures and Improvements | 803,854 | |||
Costs Capitalized Subsequent to Acquisition | (37,032) | |||
Gross Amount Carried at December 31, 2020 | 1,179,662 | |||
Accumulated Depreciation | $ (277,662) | |||
Retail - Apparel & Jewelry | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 11 | |||
Encumbrances at December 31, 2020 | $ 45,872 | |||
Land | 20,420 | |||
Buildings, Fixtures and Improvements | 161,347 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Gross Amount Carried at December 31, 2020 | 181,767 | |||
Accumulated Depreciation | $ (51,647) | |||
Retail - Department Stores | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 12 | |||
Encumbrances at December 31, 2020 | $ 7,705 | |||
Land | 28,136 | |||
Buildings, Fixtures and Improvements | 77,084 | |||
Costs Capitalized Subsequent to Acquisition | 304 | |||
Gross Amount Carried at December 31, 2020 | 105,524 | |||
Accumulated Depreciation | $ (22,311) | |||
Retail - Discount | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 810 | |||
Encumbrances at December 31, 2020 | $ 81,232 | |||
Land | 201,144 | |||
Buildings, Fixtures and Improvements | 711,594 | |||
Costs Capitalized Subsequent to Acquisition | 49,993 | |||
Gross Amount Carried at December 31, 2020 | 962,731 | |||
Accumulated Depreciation | $ (240,707) | |||
Retail - Electronics & Appliances | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 12 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 26,192 | |||
Buildings, Fixtures and Improvements | 93,769 | |||
Costs Capitalized Subsequent to Acquisition | 5,029 | |||
Gross Amount Carried at December 31, 2020 | 124,990 | |||
Accumulated Depreciation | $ (20,429) | |||
Retail - Gas & Convenience | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 175 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 107,424 | |||
Buildings, Fixtures and Improvements | 258,729 | |||
Costs Capitalized Subsequent to Acquisition | (852) | |||
Gross Amount Carried at December 31, 2020 | 365,301 | |||
Accumulated Depreciation | $ (76,670) | |||
Retail - Grocery & Supermarket | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 65 | |||
Encumbrances at December 31, 2020 | $ 69,243 | |||
Land | 109,371 | |||
Buildings, Fixtures and Improvements | 437,514 | |||
Costs Capitalized Subsequent to Acquisition | 551 | |||
Gross Amount Carried at December 31, 2020 | 547,436 | |||
Accumulated Depreciation | $ (128,939) | |||
Retail - Hobby, Books & Music | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 11 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 24,569 | |||
Buildings, Fixtures and Improvements | 113,995 | |||
Costs Capitalized Subsequent to Acquisition | 505 | |||
Gross Amount Carried at December 31, 2020 | 139,069 | |||
Accumulated Depreciation | $ (14,534) | |||
Retail - Home & Garden | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 105 | |||
Encumbrances at December 31, 2020 | $ 76,815 | |||
Land | 187,171 | |||
Buildings, Fixtures and Improvements | 508,529 | |||
Costs Capitalized Subsequent to Acquisition | 3,545 | |||
Gross Amount Carried at December 31, 2020 | 699,245 | |||
Accumulated Depreciation | $ (132,185) | |||
Retail - Home Furnishings | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 51 | |||
Encumbrances at December 31, 2020 | $ 1,194 | |||
Land | 78,530 | |||
Buildings, Fixtures and Improvements | 225,249 | |||
Costs Capitalized Subsequent to Acquisition | (4,828) | |||
Gross Amount Carried at December 31, 2020 | 298,951 | |||
Accumulated Depreciation | $ (25,843) | |||
Retail - Internet | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 1 | |||
Encumbrances at December 31, 2020 | $ 40,800 | |||
Land | 1,995 | |||
Buildings, Fixtures and Improvements | 54,332 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Gross Amount Carried at December 31, 2020 | 56,327 | |||
Accumulated Depreciation | $ (15,984) | |||
Retail - Medical Services | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 58 | |||
Encumbrances at December 31, 2020 | $ 6,615 | |||
Land | 16,817 | |||
Buildings, Fixtures and Improvements | 103,492 | |||
Costs Capitalized Subsequent to Acquisition | (2,846) | |||
Gross Amount Carried at December 31, 2020 | 117,463 | |||
Accumulated Depreciation | $ (30,681) | |||
Retail - Motor Vehicle | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 228 | |||
Encumbrances at December 31, 2020 | $ 21,630 | |||
Land | 107,294 | |||
Buildings, Fixtures and Improvements | 483,183 | |||
Costs Capitalized Subsequent to Acquisition | 3,360 | |||
Gross Amount Carried at December 31, 2020 | 593,837 | |||
Accumulated Depreciation | $ (155,326) | |||
Retail - Office Supply | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 2 | |||
Encumbrances at December 31, 2020 | $ 0 | |||
Land | 2,698 | |||
Buildings, Fixtures and Improvements | 5,806 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Gross Amount Carried at December 31, 2020 | 8,504 | |||
Accumulated Depreciation | $ (1,664) | |||
Retail - Pet Supply | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 16 | |||
Encumbrances at December 31, 2020 | $ 51,250 | |||
Land | 30,025 | |||
Buildings, Fixtures and Improvements | 166,076 | |||
Costs Capitalized Subsequent to Acquisition | 751 | |||
Gross Amount Carried at December 31, 2020 | 196,852 | |||
Accumulated Depreciation | $ (42,694) | |||
Retail - Pharmacy | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 196 | |||
Encumbrances at December 31, 2020 | $ 196,141 | |||
Land | 202,670 | |||
Buildings, Fixtures and Improvements | 671,059 | |||
Costs Capitalized Subsequent to Acquisition | (22,469) | |||
Gross Amount Carried at December 31, 2020 | 851,260 | |||
Accumulated Depreciation | $ (223,869) | |||
Retail - Specialty (Other) | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 8 | |||
Encumbrances at December 31, 2020 | $ 1,454 | |||
Land | 8,390 | |||
Buildings, Fixtures and Improvements | 38,788 | |||
Costs Capitalized Subsequent to Acquisition | 797 | |||
Gross Amount Carried at December 31, 2020 | 47,975 | |||
Accumulated Depreciation | $ (13,383) | |||
Retail - Sporting Goods | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 27 | |||
Encumbrances at December 31, 2020 | $ 12,255 | |||
Land | 62,693 | |||
Buildings, Fixtures and Improvements | 241,454 | |||
Costs Capitalized Subsequent to Acquisition | 55 | |||
Gross Amount Carried at December 31, 2020 | 304,202 | |||
Accumulated Depreciation | $ (47,748) | |||
Retail - Warehouse Clubs | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 15 | |||
Encumbrances at December 31, 2020 | $ 74,897 | |||
Land | 64,195 | |||
Buildings, Fixtures and Improvements | 232,949 | |||
Costs Capitalized Subsequent to Acquisition | 407 | |||
Gross Amount Carried at December 31, 2020 | 297,551 | |||
Accumulated Depreciation | $ (65,057) | |||
Other | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | property | 150 | |||
Encumbrances at December 31, 2020 | $ 91,038 | |||
Land | 168,741 | |||
Buildings, Fixtures and Improvements | 779,435 | |||
Costs Capitalized Subsequent to Acquisition | (58,123) | |||
Gross Amount Carried at December 31, 2020 | 890,053 | |||
Accumulated Depreciation | $ (176,252) |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation Footnotes (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)shoppingCenterproperty | Dec. 31, 2019USD ($) | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Carrying value of properties classified as held for sale | $ 65,600 | |
Intangible lease assets | 1,872,461 | $ 1,904,641 |
Tax basis of aggregate land, buildings and improvements | $ 13,400,000 | |
Other [Member] | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Number of anchored shopping centers | shoppingCenter | 8 | |
Number of properties with multiple industries | property | 20 | |
Buildings [Member] | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Estimated useful lives | 40 years | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Estimated useful lives | 15 years | |
Lease Agreements [Member] | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Intangible lease assets | $ 1,900,000 | |
Amortization associated with intangible lease assets, excluded from accumulated depreciation | 943,600 | |
Mortgage Loan [Member] | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Carrying value of properties classified as held for sale | $ 27,800 |
Schedule III - Real Estate an_4
Schedule III - Real Estate and Accumulated Depreciation - Reconciliation of Gross Real Estate Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Balance, beginning of year | $ 12,939,229 | $ 13,592,440 | $ 13,577,700 |
Additions: | |||
Acquisitions | 275,581 | 351,135 | 437,227 |
Improvements | 31,314 | 56,446 | 31,898 |
Deductions/Other: | |||
Dispositions | (340,290) | (947,403) | (368,808) |
Impairments | (102,941) | (81,078) | (84,278) |
Reclassification to assets held for sale | (71,481) | (33,724) | (2,997) |
Other | (247) | 1,413 | 1,698 |
Balance, end of year | $ 12,731,165 | $ 12,939,229 | $ 13,592,440 |
Schedule III - Real Estate an_5
Schedule III - Real Estate and Accumulated Depreciation - Changes in Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | |||
Balance, beginning of year | $ 2,727,099 | $ 2,622,879 | $ 2,217,108 |
Additions: | |||
Depreciation expense | 318,535 | 352,531 | 497,511 |
Deductions/Other: | |||
Dispositions | (65,930) | (201,319) | (57,346) |
Impairments | (42,346) | (34,847) | (32,147) |
Reclassified to assets held for sale | (15,652) | (7,602) | (400) |
Other | (1,572) | (4,543) | (1,847) |
Balance, end of year | $ 2,920,134 | $ 2,727,099 | $ 2,622,879 |
Schedule IV - Movement in Mortg
Schedule IV - Movement in Mortgage Loans on Real Estate (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)distributionFacility | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | |||
Number of facilities | distributionFacility | 2 | ||
Repayment | $ 10,000 | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Movement in Mortgage Loans on Real Estate [Roll Forward] | |||
Beginning Balance | 0 | $ 10,164 | $ 20,294 |
Additions during the year: | |||
Investment in Mezzanine position | 9,959 | 0 | 0 |
Deductions during the year: | |||
Sale of loan investments | 0 | (9,946) | (8,256) |
Principal payments received on loan investments | (9,959) | (106) | (897) |
Amortization of unearned discounts and premiums | 0 | (19) | 15 |
Valuation allowance | 0 | (93) | (992) |
Ending Balance | $ 0 | $ 0 | $ 10,164 |