Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 14, 2020 | |
Cover Page | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35263 | |
Entity Registrant Name | VEREIT, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 45-2482685 | |
Entity Address, Address Line One | 2325 E. Camelback Road, 9th Floor | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85016 | |
City Area Code | (800) | |
Local Phone Number | 606-3610 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,077,848,554 | |
Entity Central Index Key | 0001507385 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
NEW YORK STOCK EXCHANGE, INC. [Member] | ||
Cover Page | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | VER | |
Security Exchange Name | NYSE | |
VEREIT Operating Partnership, L.P. [Member] | ||
Cover Page | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 333-197780 | |
Entity Registrant Name | VEREIT Operating Partnership, L.P. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-1255683 | |
Entity Address, Address Line One | 2325 E. Camelback Road, 9th Floor | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85016 | |
City Area Code | 800 | |
Local Phone Number | 606-3610 | |
Document Annual Report | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001528059 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
VEREIT Operating Partnership, L.P. [Member] | NEW YORK STOCK EXCHANGE, INC. [Member] | ||
Cover Page | ||
Title of 12(b) Security | 6.70% Series F Cumulative Redeemable Preferred Stock | |
Trading Symbol | VER PRF | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate investments, at cost: | ||
Land | $ 2,715,625 | $ 2,738,679 |
Buildings, fixtures and improvements | 10,135,933 | 10,200,550 |
Intangible lease assets | 1,899,900 | 1,904,641 |
Total real estate investments, at cost | 14,751,458 | 14,843,870 |
Less: accumulated depreciation and amortization | 3,659,980 | 3,594,247 |
Total real estate investments, net | 11,091,478 | 11,249,623 |
Operating lease right-of-use assets | 211,187 | 215,227 |
Investment in unconsolidated entities | 78,718 | 68,825 |
Cash and cash equivalents | 600,945 | 12,921 |
Restricted cash | 18,720 | 20,959 |
Rent and tenant receivables and other assets, net | 345,103 | 348,395 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 88,513 | 26,957 |
Total assets | 13,772,437 | 13,280,680 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,405,701 | 1,528,134 |
Corporate bonds, net | 2,814,474 | 2,813,739 |
Convertible debt, net | 319,120 | 318,183 |
Credit facility, net | 1,767,306 | 1,045,669 |
Below-market lease liabilities, net | 134,410 | 143,583 |
Accounts payable and accrued expenses | 125,358 | 126,320 |
Derivative, deferred rent and other liabilities | 146,893 | 90,349 |
Distributions payable | 150,493 | 150,364 |
Operating lease liabilities | 217,567 | 221,061 |
Total liabilities | 7,081,322 | 6,437,402 |
Commitments and contingencies (Note 10) | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 30,871,246 issued and outstanding as of each of March 31, 2020 and December 31, 2019, respectively | 309 | 309 |
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,077,781,479 and 1,076,845,984 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 10,778 | 10,768 |
Additional paid-in capital | 13,252,447 | 13,251,962 |
Accumulated other comprehensive loss | (104,217) | (27,670) |
Accumulated deficit | (6,475,568) | (6,399,626) |
Total stockholders’ equity | 6,683,749 | 6,835,743 |
Non-controlling interests | 7,366 | 7,535 |
Total equity | 6,691,115 | 6,843,278 |
Total liabilities and equity | 13,772,437 | 13,280,680 |
VEREIT Operating Partnership, L.P. [Member] | ||
Real estate investments, at cost: | ||
Land | 2,715,625 | 2,738,679 |
Buildings, fixtures and improvements | 10,135,933 | 10,200,550 |
Intangible lease assets | 1,899,900 | 1,904,641 |
Total real estate investments, at cost | 14,751,458 | 14,843,870 |
Less: accumulated depreciation and amortization | 3,659,980 | 3,594,247 |
Total real estate investments, net | 11,091,478 | 11,249,623 |
Operating lease right-of-use assets | 211,187 | 215,227 |
Investment in unconsolidated entities | 78,718 | 68,825 |
Cash and cash equivalents | 600,945 | 12,921 |
Restricted cash | 18,720 | 20,959 |
Rent and tenant receivables and other assets, net | 345,103 | 348,395 |
Goodwill | 1,337,773 | 1,337,773 |
Real estate assets held for sale, net | 88,513 | 26,957 |
Total assets | 13,772,437 | 13,280,680 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,405,701 | 1,528,134 |
Corporate bonds, net | 2,814,474 | 2,813,739 |
Convertible debt, net | 319,120 | 318,183 |
Credit facility, net | 1,767,306 | 1,045,669 |
Below-market lease liabilities, net | 134,410 | 143,583 |
Accounts payable and accrued expenses | 125,358 | 126,320 |
Derivative, deferred rent and other liabilities | 146,893 | 90,349 |
Distributions payable | 150,493 | 150,364 |
Operating lease liabilities | 217,567 | 221,061 |
Total liabilities | 7,081,322 | 6,437,402 |
Commitments and contingencies (Note 10) | ||
Total partners’ equity | 6,689,889 | 6,842,045 |
Non-controlling interests | 1,226 | 1,233 |
Total equity | 6,691,115 | 6,843,278 |
Total liabilities and equity | 13,772,437 | 13,280,680 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 447,549 | 460,504 |
Limited Partners' capital account | 1,850 | 1,869 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
LIABILITIES AND EQUITY | ||
General Partners' capital account | 6,236,200 | 6,375,239 |
Limited Partners' capital account | $ 4,290 | $ 4,433 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 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) | 30,871,246 | 30,871,246 |
Preferred stock, shares outstanding (shares) | 30,871,246 | 30,871,246 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (shares) | 1,077,781,479 | 1,076,845,984 |
Common stock, shares outstanding (shares) | 1,077,781,479 | 1,076,845,984 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
General partners', units issued (shares) | 30,871,246 | 30,871,246 |
General partners', units outstanding (shares) | 30,871,246 | 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) | 1,077,781,479 | 1,076,845,984 |
General partners', units outstanding (shares) | 1,077,781,479 | 1,076,845,984 |
Limited partners', units issued (shares) | 782,170 | 786,719 |
Limited partners', units outstanding (shares) | 782,170 | 786,719 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Total revenues | $ 299,182 | $ 316,880 | |
Operating expenses: | |||
Acquisition-related | 1,523 | 985 | |
Litigation and non-routine costs, net | (8,564) | (21,492) | |
Property operating | 30,490 | 32,378 | |
General and administrative | 15,056 | 14,846 | |
Depreciation and amortization | 124,080 | 136,555 | |
Impairments | 8,380 | 11,988 | |
Restructuring | 0 | 9,076 | |
Total operating expenses | 170,965 | 184,336 | |
Other (expenses) income: | |||
Interest expense | (64,696) | (71,254) | |
Loss on extinguishment and forgiveness of debt, net | (1,280) | 0 | |
Other income (loss), net | 175 | (439) | |
Equity in income of unconsolidated entities | 246 | 500 | |
Gain on disposition of real estate and real estate assets held for sale, net | 25,249 | 10,831 | |
Total other expenses, net | (40,306) | (60,362) | |
Income before taxes | 87,911 | 72,182 | |
Provision for income taxes | (1,048) | (1,211) | |
Net income | 86,863 | 70,971 | |
Net income (loss) attributable to non-controlling interests | [1] | (55) | (1,667) |
Net income attributable to the General Partner/OP | $ 86,808 | $ 69,304 | |
Basic and diluted net income per share attributable to common stockholders (in dollars per share) | $ 0.07 | $ 0.05 | |
VEREIT Operating Partnership, L.P. [Member] | |||
Total revenues | $ 299,182 | $ 316,880 | |
Operating expenses: | |||
Acquisition-related | 1,523 | 985 | |
Litigation and non-routine costs, net | (8,564) | (21,492) | |
Property operating | 30,490 | 32,378 | |
General and administrative | 15,056 | 14,846 | |
Depreciation and amortization | 124,080 | 136,555 | |
Impairments | 8,380 | 11,988 | |
Restructuring | 0 | 9,076 | |
Total operating expenses | 170,965 | 184,336 | |
Other (expenses) income: | |||
Interest expense | (64,696) | (71,254) | |
Loss on extinguishment and forgiveness of debt, net | (1,280) | 0 | |
Other income (loss), net | 175 | (439) | |
Equity in income of unconsolidated entities | 246 | 500 | |
Gain on disposition of real estate and real estate assets held for sale, net | 25,249 | 10,831 | |
Total other expenses, net | (40,306) | (60,362) | |
Income before taxes | 87,911 | 72,182 | |
Provision for income taxes | (1,048) | (1,211) | |
Net income | 86,863 | 70,971 | |
Net income (loss) attributable to non-controlling interests | [2] | 7 | 28 |
Net income attributable to the General Partner/OP | $ 86,870 | $ 70,999 | |
Basic and diluted net income per unit attributable to common unitholders (in dollars per share) | $ 0.07 | $ 0.05 | |
Rental Revenue [Member] | |||
Total revenues | $ 298,586 | $ 316,843 | |
Rental Revenue [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Total revenues | 298,586 | 316,843 | |
Fees From Managed Partnership [Member] | |||
Total revenues | 596 | 37 | |
Fees From Managed Partnership [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Total revenues | $ 596 | $ 37 | |
[1] | Represents net income attributable to limited partners and a consolidated joint venture partner. | ||
[2] | Represents net loss attributable to a consolidated joint venture partner. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Net income | $ 86,863 | $ 70,971 | |
Total other comprehensive loss | |||
Unrealized loss on interest rate derivatives | (78,550) | (11,286) | |
Reclassification of previous unrealized loss on interest rate derivatives into net income | 1,948 | 97 | |
Total other comprehensive loss | (76,602) | (11,189) | |
Total comprehensive income (loss) | 10,261 | 59,782 | |
Comprehensive loss (income) attributable to non-controlling interests | [1] | 0 | (1,400) |
Total comprehensive income (loss) attributable to the General Partner / OP | 10,261 | 58,382 | |
VEREIT Operating Partnership, L.P. [Member] | |||
Net income | 86,863 | 70,971 | |
Total other comprehensive loss | |||
Unrealized loss on interest rate derivatives | (78,550) | (11,286) | |
Reclassification of previous unrealized loss on interest rate derivatives into net income | 1,948 | 97 | |
Total other comprehensive loss | (76,602) | (11,189) | |
Total comprehensive income (loss) | 10,261 | 59,782 | |
Comprehensive loss (income) attributable to non-controlling interests | [2] | 7 | 28 |
Total comprehensive income (loss) attributable to the General Partner / OP | $ 10,268 | $ 59,810 | |
[1] | Represents comprehensive income 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 | Total Stockholders’ Equity | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Non-Controlling Interests [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member]Total Stockholders’ Equity | Convertible Preferred Stock [Member]Accumulated Deficit [Member] | Convertible Preferred Stock [Member]Non-Controlling Interests [Member] | VEREIT Operating Partnership, L.P. [Member] |
Beginning balance (shares) at Dec. 31, 2018 | 42,834,138 | 967,515,165 | |||||||||||
Beginning balance at Dec. 31, 2018 | $ 7,300,144 | $ 7,157,059 | $ 428 | $ 9,675 | $ 12,615,472 | $ (1,280) | $ (5,467,236) | $ 143,085 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of Common Stock, net (shares) | 3,309,808 | ||||||||||||
Issuance of Common Stock, net | 27,544 | 27,544 | $ 33 | 27,511 | $ 27,544 | ||||||||
Conversion of OP Units to Common Stock | 0 | (26) | (26) | 26 | |||||||||
Conversion of Series F Preferred Units to Series F Preferred Stock (shares) | 37,108 | ||||||||||||
Conversion of Series F Preferred Units to Series F Preferred Stock | 0 | 923 | $ 1 | 922 | (923) | ||||||||
Repurchases of Common Stock to settle tax obligation (shares) | (199,083) | ||||||||||||
Repurchases of Common Stock to settle tax obligation | (1,595) | (1,595) | $ (2) | (1,593) | (1,595) | ||||||||
Equity-based compensation, net (shares) | 950,487 | ||||||||||||
Equity-based compensation, net | 2,872 | 2,872 | $ 10 | 2,862 | |||||||||
Contributions from non-controlling interest holders | 64 | 64 | 64 | ||||||||||
Distributions declared on Common Stock — $0.55 per common share | (133,480) | (133,480) | (133,480) | ||||||||||
Distributions to non-controlling interest holders | (3,262) | (3,262) | (136,742) | ||||||||||
Dividend equivalents on awards granted under the Equity Plan | (1,222) | (1,222) | (1,222) | (1,222) | |||||||||
Distributions to preferred shareholders and unitholders | $ (17,973) | $ (17,940) | $ (17,940) | $ (33) | (17,973) | ||||||||
Net income (loss) | 70,971 | 69,304 | 69,304 | 1,667 | 70,971 | ||||||||
Other comprehensive income (loss) | (11,189) | (10,922) | (10,922) | (267) | (11,189) | ||||||||
Ending balance (shares) at Mar. 31, 2019 | 42,871,246 | 971,576,377 | |||||||||||
Ending balance at Mar. 31, 2019 | 7,232,874 | 7,092,517 | $ 429 | $ 9,716 | 12,645,148 | (12,202) | (5,550,574) | 140,357 | |||||
Beginning balance (shares) at Dec. 31, 2019 | 30,871,246 | 1,076,845,984 | |||||||||||
Beginning balance at Dec. 31, 2019 | 6,843,278 | 6,835,743 | $ 309 | $ 10,768 | 13,251,962 | (27,670) | (6,399,626) | 7,535 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Conversion of OP Units to Common Stock (shares) | 4,549 | ||||||||||||
Conversion of OP Units to Common Stock | 0 | 45 | $ 1 | 44 | (45) | ||||||||
Conversion of Series F Preferred Units to Series F Preferred Stock | (27) | ||||||||||||
Redemptions of Series F Preferred Stock | (27) | (27) | (27) | ||||||||||
Repurchases of Common Stock to settle tax obligation (shares) | (241,092) | ||||||||||||
Repurchases of Common Stock to settle tax obligation | (2,378) | (2,378) | $ (2) | (2,376) | (2,378) | ||||||||
Equity-based compensation, net (shares) | 1,172,038 | ||||||||||||
Equity-based compensation, net | 2,855 | 2,855 | $ 11 | 2,844 | |||||||||
Distributions declared on Common Stock — $0.55 per common share | (148,194) | (148,194) | (148,194) | ||||||||||
Distributions to non-controlling interest holders | (105) | (105) | (148,299) | ||||||||||
Dividend equivalents on awards granted under the Equity Plan | (1,628) | (1,628) | (1,628) | (1,628) | |||||||||
Distributions to preferred shareholders and unitholders | $ (12,947) | $ (12,928) | $ (12,928) | $ (19) | (12,947) | ||||||||
Net income (loss) | 86,863 | 86,808 | 86,808 | 55 | 86,863 | ||||||||
Other comprehensive income (loss) | (76,602) | (76,547) | (76,547) | (55) | $ (76,602) | ||||||||
Ending balance (shares) at Mar. 31, 2020 | 30,871,246 | 1,077,781,479 | |||||||||||
Ending balance at Mar. 31, 2020 | $ 6,691,115 | $ 6,683,749 | $ 309 | $ 10,778 | $ 13,252,447 | $ (104,217) | $ (6,475,568) | $ 7,366 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - OP - USD ($) $ in Thousands | Total | VEREIT Operating Partnership, L.P. [Member] | VEREIT Operating Partnership, L.P. [Member]Total Partners' Capital [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Units [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Units [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Non-Controlling Interests [Member] |
Beginning balance (shares) at Dec. 31, 2018 | 42,834,138 | 86,874 | 967,515,165 | 23,715,908 | ||||
Beginning balance at Dec. 31, 2018 | $ 7,300,144 | $ 7,298,873 | $ 710,325 | $ 2,883 | $ 6,446,734 | $ 138,931 | $ 1,271 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Issuance of common OP Units (shares) | 3,309,808 | |||||||
Issuance of common OP Units, net | $ 27,544 | 27,544 | 27,544 | $ 27,544 | ||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | $ (26) | 26 | ||||||
Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock (shares) | 37,108 | (37,108) | ||||||
Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock | 0 | $ 923 | $ (923) | |||||
Repurchases of common OP Units to settle tax obligation (shares) | (199,083) | |||||||
Repurchases of common OP Units to settle tax obligation | (1,595) | (1,595) | (1,595) | $ (1,595) | ||||
Equity-based compensation, net (shares) | 950,487 | |||||||
Equity-based compensation, net | 2,872 | 2,872 | $ 2,872 | |||||
Contributions from non-controlling interest holders | 64 | 64 | 64 | |||||
Distributions to Common OP Units and non-controlling interests —$0.1375 per common unit | (3,262) | (136,742) | (136,742) | (133,480) | (3,262) | |||
Dividend equivalents on awards granted under the Equity Plan | (1,222) | (1,222) | (1,222) | (1,222) | ||||
Distributions to Series F Preferred Units | (17,973) | (17,973) | $ (17,940) | $ (33) | ||||
Net income (loss) | 70,971 | 70,971 | 70,999 | 69,304 | 1,695 | (28) | ||
Other comprehensive income (loss) | (11,189) | (11,189) | (11,189) | $ (10,922) | $ (267) | |||
Ending balance (shares) at Mar. 31, 2019 | 42,871,246 | 49,766 | 971,576,377 | 23,715,908 | ||||
Ending balance at Mar. 31, 2019 | 7,232,874 | 7,231,567 | $ 693,308 | $ 1,927 | $ 6,399,209 | $ 137,123 | 1,307 | |
Beginning balance (shares) at Dec. 31, 2019 | 30,871,246 | 49,766 | 1,076,845,984 | 786,719 | ||||
Beginning balance at Dec. 31, 2019 | 6,843,278 | 6,842,045 | $ 460,504 | $ 1,869 | $ 6,375,239 | $ 4,433 | 1,233 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units (shares) | 4,549 | (4,549) | ||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | $ 45 | $ (45) | ||||||
Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock | (27) | (27) | (27) | |||||
Repurchases of common OP Units to settle tax obligation (shares) | (241,092) | |||||||
Repurchases of common OP Units to settle tax obligation | (2,378) | (2,378) | (2,378) | $ (2,378) | ||||
Equity-based compensation, net (shares) | 1,172,038 | |||||||
Equity-based compensation, net | 2,855 | 2,855 | $ 2,855 | |||||
Distributions to Common OP Units and non-controlling interests —$0.1375 per common unit | (105) | (148,299) | (148,299) | (148,194) | (105) | |||
Dividend equivalents on awards granted under the Equity Plan | (1,628) | (1,628) | (1,628) | (1,628) | ||||
Distributions to Series F Preferred Units | (12,947) | (12,947) | $ (12,928) | $ (19) | ||||
Net income (loss) | 86,863 | 86,863 | 86,870 | 86,808 | 62 | (7) | ||
Other comprehensive income (loss) | $ (76,602) | (76,602) | (76,602) | $ (76,547) | $ (55) | |||
Ending balance (shares) at Mar. 31, 2020 | 30,871,246 | 49,766 | 1,077,781,479 | 782,170 | ||||
Ending balance at Mar. 31, 2020 | $ 6,691,115 | $ 6,689,889 | $ 447,549 | $ 1,850 | $ 6,236,200 | $ 4,290 | $ 1,226 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | |
VEREIT Operating Partnership, L.P. [Member] | ||
Distributions declared per common stock/unit (in dollars per share) | $ 0.1375 | $ 0.1375 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 86,863 | $ 70,971 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 126,980 | 139,394 |
Gain on real estate assets, net | (25,508) | (10,831) |
Impairments | 8,380 | 11,988 |
Equity-based compensation | 2,855 | 2,872 |
Equity in income of unconsolidated entities | (246) | (500) |
Distributions from unconsolidated entities | 259 | 0 |
Loss on investments | 541 | 470 |
Loss on derivative instruments | 0 | 34 |
Non-cash restructuring expense | 0 | 4,018 |
Loss on extinguishment and forgiveness of debt, net | 1,280 | 0 |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 364 | 409 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (4,462) | (7,160) |
Accounts payable and accrued expenses | (2,749) | (2,415) |
Deferred rent, operating lease and other liabilities | (22,546) | (15,216) |
Net cash provided by operating activities | 172,011 | 194,034 |
Cash flows from investing activities: | ||
Investments in real estate assets | (147,121) | (81,065) |
Capital expenditures and leasing costs | (9,502) | (7,498) |
Real estate developments | (3,231) | (3,232) |
Principal repayments received on mortgage notes receivable | 0 | 62 |
Investments in unconsolidated entities | (2,669) | 0 |
Return of investment from unconsolidated entities | 257 | 0 |
Proceeds from disposition of real estate | 140,428 | 60,496 |
Investment in leasehold improvements and other assets | (87) | (177) |
Deposits for real estate assets | (895) | (900) |
Proceeds from sale of investments and other assets | 0 | 8,199 |
Uses and refunds of deposits for real estate assets | 3,130 | 1,240 |
Proceeds from the settlement of property-related insurance claims | 38 | 32 |
Net cash used in investing activities | (19,652) | (22,843) |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 913 | 0 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (123,574) | (2,426) |
Proceeds from credit facility | 831,313 | 899,000 |
Payments on credit facility | (110,000) | (207,000) |
Redemptions of corporate bonds, including extinguishment costs | (26) | (750,000) |
Extinguishment costs related to the repurchases of convertible notes | (13) | 0 |
Payments of deferred financing costs | (35) | (172) |
Repurchases of Common Stock to settle tax obligations | (2,378) | (1,595) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | 0 | 20,894 |
Series F Preferred Stock redemption expenses | (27) | 0 |
Contributions from non-controlling interest holders | 0 | 64 |
Distributions paid | (162,747) | (152,314) |
Net cash provided by (used in) financing activities | 433,426 | (193,549) |
Net change in cash and cash equivalents and restricted cash | 585,785 | (22,358) |
Cash and cash equivalents and restricted cash, beginning of period | 33,880 | 53,663 |
Cash and cash equivalents and restricted cash, end of period | 619,665 | 31,305 |
Cash and cash equivalents at beginning of period | 12,921 | 30,758 |
Restricted cash at beginning of period | 20,959 | 22,905 |
Cash and cash equivalents at end of period | 600,945 | 12,788 |
Restricted cash at end of period | 18,720 | 18,517 |
VEREIT Operating Partnership, L.P. [Member] | ||
Cash flows from operating activities: | ||
Net income | 86,863 | 70,971 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 126,980 | 139,394 |
Gain on real estate assets, net | (25,508) | (10,831) |
Impairments | 8,380 | 11,988 |
Equity-based compensation | 2,855 | 2,872 |
Equity in income of unconsolidated entities | (246) | (500) |
Distributions from unconsolidated entities | 259 | 0 |
Loss on investments | 541 | 470 |
Loss on derivative instruments | 0 | 34 |
Non-cash restructuring expense | 0 | 4,018 |
Loss on extinguishment and forgiveness of debt, net | 1,280 | 0 |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 364 | 409 |
Rent and tenant receivables, operating lease right-of-use and other assets, net | (4,462) | (7,160) |
Accounts payable and accrued expenses | (2,749) | (2,415) |
Deferred rent, operating lease and other liabilities | (22,546) | (15,216) |
Net cash provided by operating activities | 172,011 | 194,034 |
Cash flows from investing activities: | ||
Investments in real estate assets | (147,121) | (81,065) |
Capital expenditures and leasing costs | (9,502) | (7,498) |
Real estate developments | (3,231) | (3,232) |
Principal repayments received on mortgage notes receivable | 0 | 62 |
Investments in unconsolidated entities | (2,669) | 0 |
Return of investment from unconsolidated entities | 257 | 0 |
Proceeds from disposition of real estate | 140,428 | 60,496 |
Investment in leasehold improvements and other assets | (87) | (177) |
Deposits for real estate assets | (895) | (900) |
Proceeds from sale of investments and other assets | 0 | 8,199 |
Uses and refunds of deposits for real estate assets | 3,130 | 1,240 |
Proceeds from the settlement of property-related insurance claims | 38 | 32 |
Net cash used in investing activities | (19,652) | (22,843) |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 913 | 0 |
Payments on mortgage notes payable and other debt, including debt extinguishment costs | (123,574) | (2,426) |
Proceeds from credit facility | 831,313 | 899,000 |
Payments on credit facility | (110,000) | (207,000) |
Redemptions of corporate bonds, including extinguishment costs | (26) | (750,000) |
Extinguishment costs related to the repurchases of convertible notes | (13) | 0 |
Payments of deferred financing costs | (35) | (172) |
Repurchases of Common Stock to settle tax obligations | (2,378) | (1,595) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | 0 | 20,894 |
Series F Preferred Stock redemption expenses | (27) | 0 |
Contributions from non-controlling interest holders | 0 | 64 |
Distributions paid | (162,747) | (152,314) |
Net cash provided by (used in) financing activities | 433,426 | (193,549) |
Net change in cash and cash equivalents and restricted cash | 585,785 | (22,358) |
Cash and cash equivalents and restricted cash, beginning of period | 33,880 | 53,663 |
Cash and cash equivalents and restricted cash, end of period | 619,665 | 31,305 |
Cash and cash equivalents at beginning of period | 12,921 | 30,758 |
Restricted cash at beginning of period | 20,959 | 22,905 |
Cash and cash equivalents at end of period | 600,945 | 12,788 |
Restricted cash at end of period | $ 18,720 | $ 18,517 |
Organization
Organization | 3 Months Ended |
Mar. 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 March 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 | 3 Months Ended |
Mar. 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”). The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results for the entire year or any subsequent interim period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2019 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 26, 2020. Information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and U.S. GAAP. The novel coronavirus (“COVID-19”) pandemic has negatively affected the Company’s business, financial condition, results of operations and liquidity, has had repercussions across local, national and global economies and has resulted in stock market volatility. As of March 31, 2020 , the impact of COVID-19 on the Company’s business had not been significant, but the Company is closely monitoring the pandemic and its effects and continues to review receivables related to rent, straight-line rent and property operating expense reimbursements for collectability and changes in circumstances that could indicate the carrying value of its real estate assets or goodwill may not be recoverable. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income and statements of changes in equity. In addition, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each annual reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of each of March 31, 2020 and December 31, 2019 , there were approximately 0.8 million Limited Partner OP Units issued and outstanding, and 49,766 Limited Partner Series F Preferred Units issued and outstanding. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP. Reclassification The fees from managed partnerships earned from the Company’s unconsolidated joint venture entities, previously included in other income (loss), net have been presented in its own line item for prior periods presented to be consistent with the current year presentation. Revenue Recognition Rental Revenue The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental income and does not record an allowance for uncollectible accounts. 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. 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 $0.6 million and less than $0.1 million for the three months ended March 31, 2020 and 2019 , respectively. Litigation and non-routine costs, net The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies. Litigation and non-routine costs, net include the following costs and recoveries (amounts in thousands): Three Months Ended March 31, 2020 2019 Litigation and non-routine costs, net: Audit Committee Investigation and related matters (1) (2) $ (6,093 ) $ 14,691 Legal fees and expenses — 2 Litigation settlements — 12,235 Total costs (6,093 ) 26,928 Insurance recoveries (2,471 ) (48,420 ) Total $ (8,564 ) $ (21,492 ) ___________________________________ (1) Includes all fees and costs associated with various litigations and investigations prompted by the results of the 2014 investigation conducted by the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Audit Committee Investigation”), including fees and costs incurred pursuant to the Company’s advancement obligations, litigation related thereto and in connection with related insurance recovery matters, net of accrual reversals. (2) The negative balance for the three months ended March 31, 2020 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. Equity-based Compensation The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the vesting period or when the requirements for exercise of the award have been met. As of March 31, 2020 , the General Partner had cumulatively awarded under its Equity Plan approximately 17.9 million shares of Common Stock, which was comprised of 4.0 million restricted share awards (“Restricted Shares”), net of the forfeiture of 3.7 million Restricted Shares through that date, 7.9 million restricted stock units (“Restricted Stock Units”), net of the forfeiture/cancellation of 2.0 million Restricted Stock Units through that date, 0.7 million deferred stock units (“Deferred Stock Units”), and 5.3 million stock options (“Stock Options”), net of forfeiture/cancellation of 0.3 million Stock Options through that date. Accordingly, as of such date, approximately 95.3 million additional shares were available for future issuance, excluding the effect of the 5.3 million Stock Options. At March 31, 2020 , a total of 45,000 shares were awarded under the non-executive director restricted share plan out of the 99,000 shares reserved for issuance. The following is a summary of equity-based compensation expense for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Restricted Shares $ — $ 77 Time-Based Restricted Stock Units (1) 1,386 1,249 Long-Term Incentive-Based Restricted Stock Units 1,098 1,229 Deferred Stock Units 72 72 Stock Options 299 245 Total $ 2,855 $ 2,872 ___________________________________ (1) Includes stock compensation expense attributable to awards for which the requisite service period begins prior to the assumed future grant date. As of March 31, 2020 , total unrecognized compensation expense related to these awards was approximately $24.9 million , with an aggregate weighted-average remaining term of 2.6 years . Restructuring During the three months ended March 31, 2020 , there were no restructuring expenses recorded. During the three months ended March 31, 2019 , the Company’s obligation to provide certain transition services for CCA Acquisition, LLC (the “Cole Purchaser”) terminated in accordance with the terms of a services agreement (the “Services Agreement”) with the Cole Purchaser and the Company recorded $9.1 million of restructuring expenses related to the reorganization of its business. Recent Accounting Pronouncements Financial Instruments - Credit Losses The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively Topic 326), effective January 1, 2020. Topic 326 is 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 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in Topic 326 require 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 eliminates the “incurred loss” methodology under current U.S. GAAP. The Company determined the following to be within the scope of Topic 326: (i) investments in direct financing leases, related to 19 leases as of March 31, 2020 , of which the majority expire in 2022 and 2023, for credit worthy tenants, with no history of losses 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 three months ended March 31, 2020 , the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Inter-Bank Offer Rate (“LIBOR”)-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. 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, which, for concessions related to the effects of COVID-19, 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. For concessions that provide a deferral of payments with no substantive changes to the consideration in the original contract, the Company can evaluate whether to (i) account for these concessions as if there were no changes made to the lease agreement and accordingly, increase the lease receivable and continue to recognize income or, (ii) account for the rent deferrals as variable lease payments. Concessions that substantively increase the consideration in the original contract are accounted for as a lease modification under ASC 842, which will require the Company to reevaluate the lease classification and remeasure and reallocate the consideration over the remaining lease term. The Company is currently evaluating the impact of this guidance and which elections, if any, it will make for the quarter-ending June 30, 2020. |
Real Estate Investments and Rel
Real Estate Investments and Related Intangibles | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate Investments and Related Intangibles | Real Estate Investments and Related Intangibles Property Acquisitions During the three months ended March 31, 2020 , the Company acquired controlling financial interests in 25 commercial properties for an aggregate purchase price of $147.1 million (the “2020 Acquisitions”), which includes one land parcel for build-to-suit development, further discussed below and $0.9 million of external acquisition-related expenses that were capitalized. During the three months ended March 31, 2019 , the Company acquired a controlling interest in eight commercial properties for an aggregate purchase price of $81.1 million (the “2019 Acquisitions”), which includes $0.3 million of external acquisition-related expenses that were capitalized. The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Three Months Ended March 31, 2020 2019 Real estate investments, at cost: Land $ 19,953 $ 17,716 Buildings, fixtures and improvements 95,728 53,923 Total tangible assets 115,681 71,639 Acquired intangible assets: In-place leases and other intangibles (1) 15,739 9,445 Above-market leases (2) 15,701 — Total purchase price of assets acquired $ 147,121 $ 81,084 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 18.1 years and 12.5 years for 2020 Acquisitions and 2019 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 20.1 years for 2020 Acquisitions. As of March 31, 2020 , the Company invested $19.3 million , including $0.3 million of external acquisition-related expenses and interest that were capitalized, in one build-to-suit development project. The Company’s estimated remaining committed investment is $25.5 million , and the project is expected to be completed within the next 12 months. Property Dispositions and Real Estate Assets Held for Sale During the three months ended March 31, 2020 , the Company disposed of 30 properties, including the sale of two consolidated properties to a newly-formed joint venture in which the Company owns a 20% equity interest (the “Office Partnership”), for an aggregate gross sales price of $152.2 million , of which our share was $150.5 million after the profit participation payments related to the disposition of two Red Lobster properties. The dispositions resulted in proceeds of $140.4 million after closing costs, including proceeds from the contribution of properties to the Office Partnership. The Company recorded a gain of $25.2 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 three months ended March 31, 2019 , the Company disposed of 22 properties, for an aggregate gross sales price of $66.0 million , of which our share was $62.1 million after the profit participation payment related to the disposition of six Red Lobster properties. The dispositions resulted in proceeds of $60.5 million after closing costs. The Company recorded a gain of $10.8 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. As of March 31, 2020 and December 31, 2019 , there were five properties classified as held for sale. As of March 31, 2020 , the five properties classified as held for sale had a carrying value of $88.5 million , included in real estate assets held for sale, net, primarily comprised of land of $26.2 million and building, fixtures and improvements, net of $62.2 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. During the three months ended March 31, 2020 , the Company did not record any losses related to held for sale properties. During the three months ended March 31, 2019 the Company recorded a loss of less than $0.1 million related to held for sale properties. Intangible Lease Assets and Liabilities Intangible lease assets and liabilities of the Company consisted of the following as of March 31, 2020 and December 31, 2019 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life March 31, 2020 December 31, 2019 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $765,649 and $748,689, respectively 16.0 $ 818,815 $ 854,196 Leasing commissions, net of accumulated amortization of $6,093 and $6,027, respectively 7.8 17,524 17,808 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $116,628 and $112,438, respectively 16.7 175,191 165,483 Total intangible lease assets, net $ 1,011,530 $ 1,037,487 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $101,968 and $99,315, respectively 18.3 $ 134,410 $ 143,583 The aggregate amount of amortization of above‑ and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $0.7 million for each of the three months ended March 31, 2020 and 2019 . The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $43.0 million and $33.8 million for the three months ended March 31, 2020 and 2019 , respectively. The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of March 31, 2020 (amounts in thousands) : Remainder of 2020 2021 2022 2023 2024 In-place leases and other intangibles: Total projected to be included in amortization expense $ 86,460 $ 107,728 $ 94,017 $ 83,827 $ 73,528 Leasing commissions: Total projected to be included in amortization expense 1,896 2,341 2,239 1,964 1,747 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 14,943 19,519 18,708 17,764 16,393 Below-market lease liabilities: Total projected to be included in rental revenue 12,481 14,950 13,258 12,535 10,688 Consolidated Joint Venture The Company had an interest in one consolidated joint venture that owned one property as of March 31, 2020 and December 31, 2019 . As of March 31, 2020 and December 31, 2019 , the consolidated joint venture had total assets of $33.7 million and $32.5 million , respectively, of which $30.2 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 $15.2 million and $14.3 million as of March 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. Unconsolidated Joint Ventures The following is a summary of the Company’s investments in unconsolidated joint ventures as of March 31, 2020 and December 31, 2019 and for the three months ended March 31, 2020 and 2019 (dollar amounts in thousands): Carrying Amount of Investment Equity in Income Three Months Ended Investment Ownership % (1) Number of Properties March 31, 2020 December 31, 2019 March 31, 2020 March 31, 2019 Faison JV Bethlehem GA (2) 90% 1 $ 40,178 $ 40,416 $ (7 ) $ 500 Industrial Partnership 20% 6 28,365 28,409 180 — Office Partnership (3) 20% 3 10,175 — 73 — ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The total carrying amount of the investments was greater than the underlying equity in net assets by $4.6 million and $4.7 million as of March 31, 2020 and December 31, 2019 , respectively. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with mergers. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. (3) During the three months ended March 31, 2020 , the Office Partnership acquired one property from a third party for a purchase price of $33.1 million . The unconsolidated joint ventures had total aggregate debt outstanding of $341.8 million as of March 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, including the Company’s share of expansion project capital expenditures. |
Rent and Tenant Receivables and
Rent and Tenant Receivables and Other Assets, Net | 3 Months Ended |
Mar. 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 March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Straight-line rent receivable $ 262,799 $ 266,195 Accounts receivable 39,562 41,556 Deferred costs, net (1) 6,516 7,208 Investment in direct financing leases, net 8,951 9,341 Investment in Cole REITs (2) 7,009 7,552 Prepaid expenses 8,477 3,453 Leasehold improvements, property and equipment, net (3) 4,480 4,809 Other assets, net 7,309 8,281 Total $ 345,103 $ 348,395 ___________________________________ (1) Amortization expense for deferred costs related to the revolving credit facilities totaled $0.7 million and $1.1 million for the three months ended March 31, 2020 and 2019 , respectively. Accumulated amortization for deferred costs related to the revolving credit facilities was $50.5 million and $49.8 million as of March 31, 2020 and December 31, 2019 , respectively. (2) The Company has interests in CCIT II, CCIT III and CCPT V (collectively, the “Cole REITs”) and carries these investments at fair value. During the three months ended March 31, 2020 , the Company recognized a loss of $0.5 million related to the change in fair value, which is included in other income (loss), net in the accompanying consolidated statements of operations. (3) Amortization expense for leasehold improvements totaled $0.1 million and $0.3 million for the three months ended March 31, 2020 and 2019 , respectively, with no related write-offs. Accumulated amortization was $3.0 million and $2.8 million as of March 31, 2020 and December 31, 2019 , respectively. Depreciation expense for property and equipment totaled $0.3 million and $0.4 million for the three months ended March 31, 2020 and 2019 , respectively, inclusive of write-offs of less than $0.1 million for three months ended March 31, 2019 . Accumulated depreciation was $5.7 million and $5.4 million as of March 31, 2020 and December 31, 2019 , respectively. |
Fair Value Measures
Fair Value Measures | 3 Months Ended |
Mar. 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 March 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 March 31, 2020 Assets: Investment in Cole REITs $ — $ — $ 7,009 $ 7,009 Liabilities: Derivative liabilities $ — $ (104,530 ) $ — $ (104,530 ) Level 1 Level 2 Level 3 Balance as of December 31, 2019 Assets: Derivative assets $ — $ 250 $ — $ 250 Investment in Cole REITs — — 7,552 7,552 Total assets $ — $ 250 $ 7,552 $ 7,802 Liabilities: Derivative liabilities $ — $ (28,081 ) $ — $ (28,081 ) Derivative Assets and Liabilities – The Company’s derivative financial instruments relate to interest rate swaps. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of March 31, 2020 and December 31, 2019 , the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Investment in Cole REITs – The fair values of CCIT II, CCIT III and CCPT V were estimated using the net asset value per share, as most recently disclosed by each applicable REIT. Each of the Cole REIT’s share redemption programs includes restrictions that limit the number of shares redeemed by the respective Cole REIT. The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the three months ended March 31, 2020 and 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2020 $ 7,552 Unrealized loss included in other income, net (543 ) Ending Balance, March 31, 2020 $ 7,009 Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292 ) Ending Balance, March 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 Investments – The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. As part of the Company’s quarterly impairment review procedures, net real estate assets representing 16 properties were deemed to be impaired resulting in impairment charges of $8.4 million during the three months ended March 31, 2020 . The impairment charges relate to certain retail and restaurant properties whose tenants filed for Chapter 11 bankruptcy during the first quarter of 2020, were identified by management for potential sale or were determined would not be re-leased by the tenant. As a result of the COVID-19 pandemic, the Company considered whether there was any indication of impairment for properties that did not otherwise have potential impairment indicators and did not identify additional properties as of March 31, 2020 . Based on the Company’s expected holding period for the properties and the economic conditions as of March 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 three months ended March 31, 2019 , net real estate assets related to 24 properties, were deemed to be impaired resulting in impairment charges of $12.0 million . The impairment charges related to certain office, retail and restaurant properties that, during the first quarter of 2019, management identified for potential sale or determined, based on discussions with the current tenants, would not be re-leased by the tenant and the Company believed the property would not be leased to another tenant at a rental rate that supports the current book value. The Company estimates fair values using Level 3 inputs and uses a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and make certain key assumptions, including, but not limited to, the following: (1) capitalization rate; (2) discount rates; (3) number of years property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental revenue and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants. For the Company’s impairment tests for the real estate assets during the three months ended March 31, 2020 , the Company used a discount rate of 7.9% and a capitalization rate of 7.4% . Goodwill – The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. As a result of a decrease in the Company’s stock price during the three months ended March 31, 2020 , the Company assessed its goodwill for impairment as of March 31, 2020 , which resulted in no impairments. The Company continues to monitor factors that may impact the fair value of goodwill including, but not limited to, market comparable company multiples, interest rates, and global economic conditions. Fair Value of Financial Instruments The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash and accounts payable approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature and are classified as Level 1 under the fair value hierarchy. The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at March 31, 2020 Fair Value at March 31, 2020 Carrying Amount at December 31, 2019 Fair Value at December 31, 2019 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,412,894 $ 1,459,616 $ 1,535,918 $ 1,590,915 Corporate bonds, net 2 2,839,865 2,717,813 2,839,581 3,022,087 Convertible debt, net 2 320,425 319,341 319,947 327,237 Credit facility 2 1,771,313 1,771,313 1,050,000 1,050,000 Total liabilities $ 6,344,497 $ 6,268,083 $ 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 | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of March 31, 2020 , the Company had $6.3 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 4.4 years and a weighted-average interest rate of 3.96% . The following table summarizes the carrying value of debt as of March 31, 2020 and December 31, 2019 , and the debt activity for the three months ended March 31, 2020 (in thousands): Three Months Ended March 31, 2020 Balance as of December 31, 2019 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of March 31, 2020 Mortgage notes payable: Outstanding balance $ 1,529,057 $ 913 $ (122,199 ) $ — $ 1,407,771 Net premiums (1) 6,861 — (202 ) (1,536 ) 5,123 Deferred costs (7,784 ) — 64 527 (7,193 ) Mortgages notes payable, net 1,528,134 913 (122,337 ) (1,009 ) 1,405,701 Corporate bonds: Outstanding balance 2,850,000 — — — 2,850,000 Discount (2) (10,419 ) — — 284 (10,135 ) Deferred costs (25,842 ) (380 ) — 831 (25,391 ) Corporate bonds, net 2,813,739 (380 ) — 1,115 2,814,474 Convertible debt: Outstanding balance 321,802 — — — 321,802 Discount (2) (1,855 ) — — 478 (1,377 ) Deferred costs (1,764 ) — — 459 (1,305 ) Convertible debt, net 318,183 — — 937 319,120 Credit facility: Outstanding balance 1,050,000 831,313 (110,000 ) — 1,771,313 Deferred costs (3) (4,331 ) — — 324 (4,007 ) Credit facility, net 1,045,669 831,313 (110,000 ) 324 1,767,306 Total debt $ 5,705,725 $ 831,846 $ (232,337 ) $ 1,367 $ 6,306,601 ____________________________________ (1) Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective mortgage notes using the effective-interest method. (2) Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. (3) Deferred costs relate to the Credit Facility Term Loan, as defined in the “Credit Facility” section below. Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of March 31, 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 316 $ 1,918,151 $ 1,392,555 5.02 % 2.7 Variable-rate debt 1 30,171 15,216 4.95 % (4) 0.4 Total (5) 317 $ 1,948,322 $ 1,407,771 5.02 % 2.7 ____________________________________ (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 March 31, 2020 . (5) The table above does not include mortgage notes associated with unconsolidated joint ventures of $341.8 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 March 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 March 31, 2020 (in thousands): Total April 1, 2020 - December 31, 2020 $ 89,602 2021 299,015 2022 266,951 2023 124,217 2024 621,021 Thereafter 6,965 Total $ 1,407,771 Corporate Bonds As of March 31, 2020 , the OP had $2.85 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance March 31, 2020 Interest Rate Maturity Date 2024 Senior Notes $ 500,000 4.600 % February 6, 2024 2025 Senior Notes 550,000 4.625 % November 1, 2025 2026 Senior Notes 600,000 4.875 % June 1, 2026 2027 Senior Notes 600,000 3.950 % August 15, 2027 2029 Senior Notes 600,000 3.100 % December 15, 2029 Total balance and weighted-average interest rate $ 2,850,000 4.210 % The Senior Notes are guaranteed by the General Partner. The OP may redeem all or a part of any series of the Senior Notes at any time, at its option, for the redemption prices set forth in the indenture governing the Senior Notes. If the redemption date is 60 or fewer days prior to the maturity date with respect to the 2025 Senior Notes or is 90 or fewer days prior to the maturity date with respect to the 2024 Senior Notes, the 2026 Senior Notes, the 2027 Senior Notes and the 2029 Senior Notes, the redemption price will equal 100% of the principal amount of the Senior Notes of the applicable series to be redeemed, plus accrued and unpaid interest on the amount being redeemed to, but excluding, the applicable redemption date. The Senior Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”) and are freely transferable. The indenture governing our Senior Notes requires us to maintain financial ratios which include maintaining (i) a maximum limitation on incurrence of total debt less than or equal to 65% of Total Assets (as defined in the indenture), (ii) maximum limitation on incurrence of secured debt less than or equal to 40% of Total Assets (as defined in the indenture), (iii) a minimum debt service coverage ratio of at least 1.5 x and (iv) a minimum unencumbered asset value of at least 150% of the aggregate principal amount of all of the outstanding Unsecured Debt (as defined in the indenture). As of March 31, 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 As of March 31, 2020 , the Company’s 2020 Convertible Notes had a balance of $321.8 million outstanding, which excludes the carrying value of the conversion options recorded within additional paid-in capital of $12.3 million and the unamortized discount of $1.4 million . The discount will be amortized over the remaining term of 0.7 years . The 2020 Convertible Notes bear interest at an annual rate of 3.75% . The 2020 Convertible Notes may be converted into cash, shares of the Company’s Common Stock or a combination thereof, in limited circumstances prior to June 15, 2020, and may be converted into such consideration at any time on or after June 15, 2020. As of March 31, 2020 , the conversion rate was 66.7249 shares of the Company’s Common Stock per $1,000 principal amount of 2020 Convertible Notes, which reflects adjustments to the initial conversion rate pursuant to the terms of the applicable indenture as a result of cash dividend payments. There were no changes to the terms of the 2020 Convertible Notes during the three months ended March 31, 2020 and the Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of March 31, 2020 . Credit Facility On May 23, 2018 , the General Partner, as guarantor, and the OP, as borrower, entered into a credit agreement with Wells Fargo Bank, National Association as administrative agent and other lenders party thereto (the “Credit Agreement”). The Credit Agreement provided for maximum borrowings of $2.9 billion , originally consisting of a $2.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $900.0 million unsecured term loan facility (the “Credit Facility Term Loan,” together with the Revolving Credit Facility, the “Credit Facility”). Effective December 27, 2019 , the Company reduced the amount available under its Revolving Credit Facility from $2.0 billion to $1.5 billion . As of March 31, 2020 , $871.3 million was outstanding under the Revolving Credit Facility and the full $900.0 million was drawn on the Credit Facility Term Loan. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility is $50.0 million . As of March 31, 2020 , there were no letters of credit outstanding. The Revolving Credit Facility generally bears interest at an annual rate of LIBOR plus 0.775% to 1.55% or Base Rate plus 0.00% to 0.55% (based upon the General Partner’s then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR plus 1.0% , determined on a daily basis. The Credit Facility Term Loan generally bears interest at an annual rate of LIBOR plus 0.85% to 1.75% , or Base Rate plus 0.00% to 0.75% (based upon the General Partner’s then current credit rating). In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company’s election, the Company may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates. The Credit Facility Term Loan interest rate was 3.59% as of March 31, 2020 , pursuant to the terms of the related swap agreements discussed in Note 7 – Derivatives and Hedging Activities . In the event of default, at the election of a majority of the lenders (or automatically upon a bankruptcy event of default with respect to the OP or the General Partner), the commitments of the lenders under the Credit Facility will terminate, and payment of any unpaid amounts in respect of the Credit Facility will be accelerated. The Revolving Credit Facility terminates on May 23, 2022 , unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for two six -month extension options with respect to the Revolving Credit Facility, exercisable at the OP’s election and subject to certain customary conditions, as well as certain customary “amend and extend” provisions. The outstanding Credit Facility Term Loan matures on May 23, 2023 . At any time, upon timely notice by the OP and subject to any breakage fees, the OP may prepay borrowings under the Credit Facility (subject to certain limitations applicable to the prepayment of any loans obtained through an interest rate auction, as described above). The OP incurs a facility fee equal to 0.10% to 0.30% per annum (based upon the General Partner’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the Revolving Credit Facility. The OP also incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees. The Credit Facility requires restrictions on corporate guarantees, as well as the maintenance of financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). The key financial covenants in the Credit Facility, as defined and calculated per the terms of the Credit Agreement, include maintaining (i) a maximum leverage ratio less than or equal to 60% , (ii) a minimum fixed charge coverage ratio of at least 1.5 x, (iii) a secured leverage ratio less than or equal to 45% , (iv) a total unencumbered asset value ratio less than or equal to 60% and (v) a minimum unencumbered interest coverage ratio of at least 1.75 x. The Company believes that it was in compliance with the financial covenants pursuant to the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of March 31, 2020 . |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 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 has interest rate swap agreements with an aggregate $900.0 million notional amount, which were designated as cash flow hedges. The Company also has forward starting interest rate swaps with a total notional amount of $400.0 million , which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges as well as their classification in the consolidated balance sheets as of March 31, 2020 and December 31, 2019 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location March 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 $ (104,530 ) $ (28,081 ) During the three months ended March 31, 2020 and 2019 , the Company recorded unrealized losses of $78.6 million and $11.3 million , respectively, for changes in the fair value of the cash flow hedges in accumulated other comprehensive income. The Company reclassified previous losses of $1.9 million and $0.1 million for the three months ended March 31, 2020 and 2019 , respectively, from accumulated other comprehensive income into interest expense as a result of the hedged transactions impacting earnings. During the next twelve months, the Company estimates that an additional $21.3 million will be reclassified from other comprehensive income as an increase to interest expense. Tabular Disclosure of Offsetting Derivatives The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of March 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 March 31, 2020 $ — $ (104,530 ) $ — $ — $ (104,530 ) $ — $ — $ (104,530 ) December 31, 2019 $ 250 $ (28,081 ) $ — $ 250 $ (28,081 ) $ — $ — $ (27,831 ) Credit Risk Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision specifying that if the Company either defaults or is capable of being declared in default on any of its indebtedness, the Company could also be declared in default on its derivative obligations. As of March 31, 2020 , the Company has not posted any collateral related to these agreements and was not in breach of any provisions in these agreements. If the Company had breached any of these agreements, it could have been required to settle its obligations under the agreements at their aggregate termination value of $105.6 million at March 31, 2020 . |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental Cash Flow Disclosures Supplemental cash flow information was as follows for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Supplemental disclosures: Cash paid for interest $ 50,638 $ 67,588 Cash paid for income taxes $ 1,404 $ 384 Non-cash investing and financing activities: Unsettled share issuances $ — $ 6,650 Accrued capital expenditures, tenant improvements and real estate developments $ 14,856 $ 10,903 Accrued deferred financing costs $ 345 $ — Real estate contributions to Office Partnership $ 7,494 $ — Distributions declared and unpaid $ 150,493 $ 139,764 Real estate investments received from lease related transactions $ 259 $ — |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 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 March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Accrued interest $ 44,164 $ 31,925 Accrued other 37,166 41,725 Accrued real estate and other taxes 25,285 25,320 Accrued legal fees and litigation settlements 17,169 25,571 Accounts payable 1,574 1,779 Total $ 125,358 $ 126,320 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is involved in various routine legal proceedings and claims incidental to the ordinary course of its business. There are no material legal proceedings pending against the Company, except as follows: Government Investigations and Litigation Relating to the Audit Committee Investigation As previously reported, on October 29, 2014, the Company filed a Current Report on Form 8-K (the “October 29 8-K”) reporting the Audit Committee’s conclusion, based on the preliminary findings of its investigation, that certain previously issued consolidated financial statements of the Company, including those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, and related financial information should no longer be relied upon. The Company also reported that the Audit Committee had based its conclusion on the preliminary findings of its investigation into concerns regarding accounting practices and other matters that were first reported to the Audit Committee in early September 2014 and that the Audit Committee believed that an error in the calculation of adjusted funds from operations for the first quarter of 2014 had been identified but intentionally not corrected when the Company reported its financial results for the three and six months ended June 30, 2014. Prior to the filing of the October 29 8-K, the Audit Committee previewed for the SEC the information contained in the filing. Subsequent to that filing, the SEC provided notice that it had commenced a formal investigation and issued subpoenas calling for the production of various documents. In addition, the United States Attorney’s Office for the Southern District of New York contacted counsel for the Audit Committee and counsel for the Company with respect to this matter, and the Secretary of the Commonwealth of Massachusetts issued a subpoena calling for the production of various documents. The Company cooperated with these regulators throughout their investigations. The U.S. Attorney’s Office concluded that it did not intend to bring any criminal charges against the Company arising from its investigation and the Company believes that the investigation by the Secretary of the Commonwealth of Massachusetts is no longer pending. On November 18, 2019, the Company announced it had reached agreement with the staff of the Enforcement Division of the SEC on the material terms of a negotiated resolution relating to the SEC's investigation of the matters disclosed in the Company's October 29 8-K. The agreement with the SEC staff, which is subject to documentation and approval by the SEC's Commissioners, includes payment of $8.0 million as a civil penalty. The Company and certain of its former officers and directors were named as defendants in a number of lawsuits filed following the October 29 8-K, including class actions, individual actions and derivative actions seeking money damages and other relief under the federal securities laws and state laws in both federal and state courts in New York, Maryland and Arizona, as disclosed in the Company’s Annual Report on Form 10-K, filed on February 26, 2020. The Company entered into agreements to settle the consolidated class action and the consolidated derivative action, which were approved by the court on January 21, 2020. Final judgments dismissing these actions were entered on January 22, 2020. All of the remaining derivative actions which were not included in the settlement were dismissed with prejudice during the three months ended March 31, 2020. All of the individual securities actions were settled prior to the end of 2019. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Lessor The Company is the lessor for its 3,853 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.02 years to 24.8 years . Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended March 31, 2020 2019 Fixed: Cash rent $ 269,583 $ 282,575 Straight-line rent 2,055 7,412 Lease intangible amortization (748 ) (731 ) Property operating cost reimbursements 1,428 1,464 Sub-lease (1) 5,263 5,489 Total fixed 277,581 296,209 Variable (2) 20,815 20,417 Income from direct financing leases 190 217 Total rental revenue $ 298,586 $ 316,843 ____________________________________ (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of March 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 Operating Lease Payments Future Minimum (1) April 1, 2020 - December 31, 2020 $ 795,563 $ 1,601 2021 1,043,693 2,014 2022 974,602 1,925 2023 906,989 1,565 2024 829,484 510 Thereafter 4,900,832 824 Total $ 9,451,163 $ 8,439 ____________________________________ (1) Related to 19 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.1 years to 79.4 years , some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.2 years as of March 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 4.92% as of March 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 three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Operating lease cost (1) $ 7,575 $ 6,978 Sublease income (2) $ (5,263 ) $ (5,489 ) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million , respectively, the Company reduced the right-of-use assets by $3.4 million and operating lease liabilities by $3.6 million , for non-cash activity related to dispositions and lease modifications during the three months ended March 31, 2019 . During the three months ended March 31, 2020 , the Company reduced the right-of-use assets and operating lease liabilities each by $0.6 million . The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of March 31, 2020 (in thousands). Future Minimum Lease Payments April 1, 2020 - December 31, 2020 $ 16,568 2021 22,099 2022 21,938 2023 21,591 2024 21,037 Thereafter 225,460 Total 328,693 Less: imputed interest 111,126 Total $ 217,567 |
Leases | Leases Lessor The Company is the lessor for its 3,853 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.02 years to 24.8 years . Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended March 31, 2020 2019 Fixed: Cash rent $ 269,583 $ 282,575 Straight-line rent 2,055 7,412 Lease intangible amortization (748 ) (731 ) Property operating cost reimbursements 1,428 1,464 Sub-lease (1) 5,263 5,489 Total fixed 277,581 296,209 Variable (2) 20,815 20,417 Income from direct financing leases 190 217 Total rental revenue $ 298,586 $ 316,843 ____________________________________ (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of March 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 Operating Lease Payments Future Minimum (1) April 1, 2020 - December 31, 2020 $ 795,563 $ 1,601 2021 1,043,693 2,014 2022 974,602 1,925 2023 906,989 1,565 2024 829,484 510 Thereafter 4,900,832 824 Total $ 9,451,163 $ 8,439 ____________________________________ (1) Related to 19 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.1 years to 79.4 years , some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.2 years as of March 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 4.92% as of March 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 three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Operating lease cost (1) $ 7,575 $ 6,978 Sublease income (2) $ (5,263 ) $ (5,489 ) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million , respectively, the Company reduced the right-of-use assets by $3.4 million and operating lease liabilities by $3.6 million , for non-cash activity related to dispositions and lease modifications during the three months ended March 31, 2019 . During the three months ended March 31, 2020 , the Company reduced the right-of-use assets and operating lease liabilities each by $0.6 million . The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of March 31, 2020 (in thousands). Future Minimum Lease Payments April 1, 2020 - December 31, 2020 $ 16,568 2021 22,099 2022 21,938 2023 21,591 2024 21,037 Thereafter 225,460 Total 328,693 Less: imputed interest 111,126 Total $ 217,567 |
Leases | Leases Lessor The Company is the lessor for its 3,853 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.02 years to 24.8 years . Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Three Months Ended March 31, 2020 2019 Fixed: Cash rent $ 269,583 $ 282,575 Straight-line rent 2,055 7,412 Lease intangible amortization (748 ) (731 ) Property operating cost reimbursements 1,428 1,464 Sub-lease (1) 5,263 5,489 Total fixed 277,581 296,209 Variable (2) 20,815 20,417 Income from direct financing leases 190 217 Total rental revenue $ 298,586 $ 316,843 ____________________________________ (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of March 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 Operating Lease Payments Future Minimum (1) April 1, 2020 - December 31, 2020 $ 795,563 $ 1,601 2021 1,043,693 2,014 2022 974,602 1,925 2023 906,989 1,565 2024 829,484 510 Thereafter 4,900,832 824 Total $ 9,451,163 $ 8,439 ____________________________________ (1) Related to 19 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.1 years to 79.4 years , some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.2 years as of March 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 4.92% as of March 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 three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Operating lease cost (1) $ 7,575 $ 6,978 Sublease income (2) $ (5,263 ) $ (5,489 ) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million , respectively, the Company reduced the right-of-use assets by $3.4 million and operating lease liabilities by $3.6 million , for non-cash activity related to dispositions and lease modifications during the three months ended March 31, 2019 . During the three months ended March 31, 2020 , the Company reduced the right-of-use assets and operating lease liabilities each by $0.6 million . The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of March 31, 2020 (in thousands). Future Minimum Lease Payments April 1, 2020 - December 31, 2020 $ 16,568 2021 22,099 2022 21,938 2023 21,591 2024 21,037 Thereafter 225,460 Total 328,693 Less: imputed interest 111,126 Total $ 217,567 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | Equity Common Stock and General Partner OP Units The General Partner is authorized to issue up to 1.5 billion shares of Common Stock. As of March 31, 2020 , the General Partner had approximately 1.1 billion shares of Common Stock issued and outstanding. Additionally, the Operating Partnership had approximately 1.1 billion General Partner OP Units issued and outstanding as of March 31, 2020 , corresponding to the General Partner’s outstanding shares of Common Stock. Common Stock Continuous Offering Program The Company has a continuous equity offering program pursuant to which the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022 in “at-the-market” offerings or certain other transactions (the “ATM Program”). The proceeds from any sale of shares under the ATM Program have been or will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. There were no issuances under the ATM Program during the three months ended March 31, 2020 . As of March 31, 2020 , the Company had $663.3 million available to be sold under the ATM Program. 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 Series F Preferred Stock was not redeemable by the Company before January 3, 2019, the fifth anniversary of the date on which such Series F Preferred Stock was issued (the “Initial Redemption Date”), except under circumstances intended to preserve the General Partner’s status as a REIT for federal and/or state income tax purposes and except upon the occurrence of a change of control. On and after the Initial Redemption Date, the General Partner may, at its option, redeem shares of the Series F Preferred Stock, in whole or from time to time in part, at a redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for redemption. The shares of Series F Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the General Partner redeems or otherwise repurchases them or they become convertible and are converted into Common Stock (or, if applicable, alternative consideration). The Series F Preferred Stock trades on the NYSE under the symbol VER PRF. The Series F Preferred Units contain the same terms as the Series F Preferred Stock. As of March 31, 2020 , there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9 million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and outstanding. Limited Partner OP Units As of March 31, 2020 the Operating Partnership had approximately 0.8 million Limited Partner OP Units outstanding. Common Stock Dividends On February 25, 2020 , the Company’s Board of Directors declared a quarterly cash dividend of $0.1375 per share of Common Stock (equaling an annualized dividend rate of $0.55 per share) for the first quarter of 2020 to stockholders of record as of March 31, 2020 , which was paid on April 15, 2020 . An equivalent distribution by the Operating Partnership is applicable per OP Unit. Share Repurchase Program The Company has a share repurchase program (the “2019 Share Repurchase Program”) that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022 . Under the 2019 Share Repurchase Program, repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements. The 2019 Share Repurchase Program 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 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 three months ended March 31, 2020 . As of March 31, 2020 , the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. |
Net Income (Loss) Per Share_Uni
Net Income (Loss) Per Share/Unit | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share/Unit | Net Income (Loss) Per Share/Unit Net Income (Loss) Per Share The following is a summary of the basic and diluted net income per share computation for the General Partner for the three months ended March 31, 2020 and 2019 (dollar amounts in thousands): Three Months Ended March 31, 2020 2019 Net income $ 86,863 $ 70,971 Net income attributable to non-controlling interests (55 ) (1,667 ) Net income attributable to the General Partner 86,808 69,304 Dividends to preferred shares and units (12,948 ) (17,973 ) Net income available to common stockholders used in basic net income per share 73,860 51,331 Income attributable to limited partners 62 1,695 Net income used in diluted net income per share $ 73,922 $ 53,026 Weighted average number of Common Stock outstanding - basic 1,077,937,799 968,460,296 Effect of Limited Partner OP Units and dilutive securities 1,813,441 24,838,018 Weighted average number of common shares - diluted 1,079,751,240 993,298,314 Basic and diluted net income per share attributable to common stockholders $ 0.07 $ 0.05 Net Income (Loss) Per Unit The following is a summary of the basic and diluted net income per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the three months ended March 31, 2020 and 2019 (dollar amounts in thousands): Three Months Ended March 31, 2020 2019 Net income $ 86,863 $ 70,971 Net loss attributable to non-controlling interests 7 28 Net income attributable to the Operating Partnership 86,870 70,999 Dividends to preferred units (12,948 ) (17,973 ) Net income used in basic and diluted net income per unit $ 73,922 $ 53,026 Weighted average number of common units outstanding - basic 1,078,721,119 992,176,204 Effect of dilutive securities 1,030,122 1,122,110 Weighted average number of common units - diluted 1,079,751,241 993,298,314 Basic and diluted net income per unit attributable to common unitholders $ 0.07 $ 0.05 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Impact of the COVID-19 Pandemic The Company continues to monitor the COVID-19 pandemic subsequent to the quarter ended March 31, 2020 . Thus far, COVID-19 has impacted all states where our tenants operate their businesses or where our properties are located and measures taken to prevent or remediate the spread and impact of COVID-19, including “shelter-in-place” or “stay-at-home” orders or other quarantine mandates issued by local, state or federal authorities, have had an adverse effect on our business and the businesses of certain of our tenants. The Company continues to review receivables related to rent, straight-line rent and property operating expense reimbursements for collectability and changes in circumstances that could indicate the carrying value of its real estate assets or goodwill may not be recoverable. Real Estate Investment Activity From April 1, 2020 through May 7, 2020 the Company disposed of six properties, for an aggregate gross sales price of $55.3 million , of which two properties were held for sale with an aggregate carrying value of $43.0 million as of March 31, 2020 . The Company’s share of the aggregate sales price was $54.5 million with an estimated gain of $6.5 million . There were no acquisitions from April 1, 2020 through May 7, 2020 . Common Stock Dividend On May 18, 2020 , the Company’s Board of Directors declared a quarterly cash dividend of $0.077 per share of Common Stock for the second quarter of 2020 to stockholders of record as of June 30, 2020 , which will be paid on July 15, 2020 . An equivalent distribution by the Operating Partnership is applicable per OP Unit. Preferred Stock Dividend On May 18, 2020 , the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for July 2020 through September 2020 with respect to the periods included in the table below. The corresponding record and payment dates for each month's Series F Preferred Stock dividend are also shown in the table below. The dividend for the Series F Preferred Stock accrues daily on a 360 -day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30 -day month. Period Record Date Payment Date June 15, 2020 - July 14, 2020 July 1, 2020 July 15, 2020 July 15, 2020 - August 14, 2020 August 1, 2020 August 17, 2020 August 15, 2020 - September 14, 2020 September 1, 2020 September 15, 2020 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 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”). The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results for the entire year or any subsequent interim period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2019 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 26, 2020. Information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and U.S. GAAP. The novel coronavirus (“COVID-19”) pandemic has negatively affected the Company’s business, financial condition, results of operations and liquidity, has had repercussions across local, national and global economies and has resulted in stock market volatility. As of March 31, 2020 , the impact of COVID-19 on the Company’s business had not been significant, but the Company is closely monitoring the pandemic and its effects and continues to review receivables related to rent, straight-line rent and property operating expense reimbursements for collectability and changes in circumstances that could indicate the carrying value of its real estate assets or goodwill may not be recoverable. |
Principles of Consolidation and Basis of Presentation | The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income and statements of changes in equity. In addition, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each annual reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of each of March 31, 2020 and December 31, 2019 , there were approximately 0.8 million Limited Partner OP Units issued and outstanding, and 49,766 Limited Partner Series F Preferred Units issued and outstanding. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP. |
Reclassification | The fees from managed partnerships earned from the Company’s unconsolidated joint venture entities, previously included in other income (loss), net have been presented in its own line item for prior periods presented to be consistent with the current year presentation. |
Revenue Recognition | Revenue Recognition Rental Revenue The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental income and does not record an allowance for uncollectible accounts. 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. 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 $0.6 million and less than $0.1 million for the three months ended March 31, 2020 and 2019 , respectively. |
Litigation and non-routine costs, net | The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies. |
Equity-based Compensation | The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. |
Recent Accounting Pronouncements | Financial Instruments - Credit Losses The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively Topic 326), effective January 1, 2020. Topic 326 is 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 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in Topic 326 require 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 eliminates the “incurred loss” methodology under current U.S. GAAP. The Company determined the following to be within the scope of Topic 326: (i) investments in direct financing leases, related to 19 leases as of March 31, 2020 , of which the majority expire in 2022 and 2023, for credit worthy tenants, with no history of losses 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 three months ended March 31, 2020 , the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Inter-Bank Offer Rate (“LIBOR”)-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. 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, which, for concessions related to the effects of COVID-19, 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. For concessions that provide a deferral of payments with no substantive changes to the consideration in the original contract, the Company can evaluate whether to (i) account for these concessions as if there were no changes made to the lease agreement and accordingly, increase the lease receivable and continue to recognize income or, (ii) account for the rent deferrals as variable lease payments. Concessions that substantively increase the consideration in the original contract are accounted for as a lease modification under ASC 842, which will require the Company to reevaluate the lease classification and remeasure and reallocate the consideration over the remaining lease term. The Company is currently evaluating the impact of this guidance and which elections, if any, it will make for the quarter-ending June 30, 2020. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 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 (amounts in thousands): Three Months Ended March 31, 2020 2019 Litigation and non-routine costs, net: Audit Committee Investigation and related matters (1) (2) $ (6,093 ) $ 14,691 Legal fees and expenses — 2 Litigation settlements — 12,235 Total costs (6,093 ) 26,928 Insurance recoveries (2,471 ) (48,420 ) Total $ (8,564 ) $ (21,492 ) ___________________________________ (1) Includes all fees and costs associated with various litigations and investigations prompted by the results of the 2014 investigation conducted by the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Audit Committee Investigation”), including fees and costs incurred pursuant to the Company’s advancement obligations, litigation related thereto and in connection with related insurance recovery matters, net of accrual reversals. (2) The negative balance for the three months ended March 31, 2020 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. |
Summary of equity-based compensation expense | The following is a summary of equity-based compensation expense for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Restricted Shares $ — $ 77 Time-Based Restricted Stock Units (1) 1,386 1,249 Long-Term Incentive-Based Restricted Stock Units 1,098 1,229 Deferred Stock Units 72 72 Stock Options 299 245 Total $ 2,855 $ 2,872 ___________________________________ (1) |
Real Estate Investments and R_2
Real Estate Investments and Related Intangibles (Tables) | 3 Months Ended |
Mar. 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): Three Months Ended March 31, 2020 2019 Real estate investments, at cost: Land $ 19,953 $ 17,716 Buildings, fixtures and improvements 95,728 53,923 Total tangible assets 115,681 71,639 Acquired intangible assets: In-place leases and other intangibles (1) 15,739 9,445 Above-market leases (2) 15,701 — Total purchase price of assets acquired $ 147,121 $ 81,084 ____________________________________ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 18.1 years and 12.5 years for 2020 Acquisitions and 2019 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 20.1 years for 2020 Acquisitions. |
Schedule of Intangible Assets | Intangible lease assets and liabilities of the Company consisted of the following as of March 31, 2020 and December 31, 2019 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life March 31, 2020 December 31, 2019 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $765,649 and $748,689, respectively 16.0 $ 818,815 $ 854,196 Leasing commissions, net of accumulated amortization of $6,093 and $6,027, respectively 7.8 17,524 17,808 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $116,628 and $112,438, respectively 16.7 175,191 165,483 Total intangible lease assets, net $ 1,011,530 $ 1,037,487 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $101,968 and $99,315, respectively 18.3 $ 134,410 $ 143,583 |
Schedule of Intangible Liabilities | Intangible lease assets and liabilities of the Company consisted of the following as of March 31, 2020 and December 31, 2019 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life March 31, 2020 December 31, 2019 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $765,649 and $748,689, respectively 16.0 $ 818,815 $ 854,196 Leasing commissions, net of accumulated amortization of $6,093 and $6,027, respectively 7.8 17,524 17,808 Above-market lease assets and deferred lease incentives, net of accumulated amortization of $116,628 and $112,438, respectively 16.7 175,191 165,483 Total intangible lease assets, net $ 1,011,530 $ 1,037,487 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $101,968 and $99,315, respectively 18.3 $ 134,410 $ 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 March 31, 2020 (amounts in thousands) : Remainder of 2020 2021 2022 2023 2024 In-place leases and other intangibles: Total projected to be included in amortization expense $ 86,460 $ 107,728 $ 94,017 $ 83,827 $ 73,528 Leasing commissions: Total projected to be included in amortization expense 1,896 2,341 2,239 1,964 1,747 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 14,943 19,519 18,708 17,764 16,393 Below-market lease liabilities: Total projected to be included in rental revenue 12,481 14,950 13,258 12,535 10,688 |
Investment in Unconsolidated Joint Ventures | The following is a summary of the Company’s investments in unconsolidated joint ventures as of March 31, 2020 and December 31, 2019 and for the three months ended March 31, 2020 and 2019 (dollar amounts in thousands): Carrying Amount of Investment Equity in Income Three Months Ended Investment Ownership % (1) Number of Properties March 31, 2020 December 31, 2019 March 31, 2020 March 31, 2019 Faison JV Bethlehem GA (2) 90% 1 $ 40,178 $ 40,416 $ (7 ) $ 500 Industrial Partnership 20% 6 28,365 28,409 180 — Office Partnership (3) 20% 3 10,175 — 73 — ____________________________________ (1) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The total carrying amount of the investments was greater than the underlying equity in net assets by $4.6 million and $4.7 million as of March 31, 2020 and December 31, 2019 , respectively. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with mergers. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. (3) During the three months ended March 31, 2020 , the Office Partnership acquired one property from a third party for a purchase price of $33.1 million . The unconsolidated joint ventures had total aggregate debt outstanding of $341.8 million as of March 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, including the Company’s share of expansion project capital expenditures. |
Rent and Tenant Receivables a_2
Rent and Tenant Receivables and Other Assets, Net (Tables) | 3 Months Ended |
Mar. 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 March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Straight-line rent receivable $ 262,799 $ 266,195 Accounts receivable 39,562 41,556 Deferred costs, net (1) 6,516 7,208 Investment in direct financing leases, net 8,951 9,341 Investment in Cole REITs (2) 7,009 7,552 Prepaid expenses 8,477 3,453 Leasehold improvements, property and equipment, net (3) 4,480 4,809 Other assets, net 7,309 8,281 Total $ 345,103 $ 348,395 ___________________________________ (1) Amortization expense for deferred costs related to the revolving credit facilities totaled $0.7 million and $1.1 million for the three months ended March 31, 2020 and 2019 , respectively. Accumulated amortization for deferred costs related to the revolving credit facilities was $50.5 million and $49.8 million as of March 31, 2020 and December 31, 2019 , respectively. (2) The Company has interests in CCIT II, CCIT III and CCPT V (collectively, the “Cole REITs”) and carries these investments at fair value. During the three months ended March 31, 2020 , the Company recognized a loss of $0.5 million related to the change in fair value, which is included in other income (loss), net in the accompanying consolidated statements of operations. (3) Amortization expense for leasehold improvements totaled $0.1 million and $0.3 million for the three months ended March 31, 2020 and 2019 , respectively, with no related write-offs. Accumulated amortization was $3.0 million and $2.8 million as of March 31, 2020 and December 31, 2019 , respectively. Depreciation expense for property and equipment totaled $0.3 million and $0.4 million for the three months ended March 31, 2020 and 2019 , respectively, inclusive of write-offs of less than $0.1 million for three months ended March 31, 2019 . Accumulated depreciation was $5.7 million and $5.4 million as of March 31, 2020 and December 31, 2019 , respectively. |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 3 Months Ended |
Mar. 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 March 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 March 31, 2020 Assets: Investment in Cole REITs $ — $ — $ 7,009 $ 7,009 Liabilities: Derivative liabilities $ — $ (104,530 ) $ — $ (104,530 ) Level 1 Level 2 Level 3 Balance as of December 31, 2019 Assets: Derivative assets $ — $ 250 $ — $ 250 Investment in Cole REITs — — 7,552 7,552 Total assets $ — $ 250 $ 7,552 $ 7,802 Liabilities: Derivative liabilities $ — $ (28,081 ) $ — $ (28,081 ) |
Reconciliations of the changes in liabilities with Level 3 inputs | The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the three months ended March 31, 2020 and 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2020 $ 7,552 Unrealized loss included in other income, net (543 ) Ending Balance, March 31, 2020 $ 7,009 Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292 ) Ending Balance, March 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 three months ended March 31, 2020 and 2019 (in thousands): Investment in Cole REITs Beginning balance, January 1, 2020 $ 7,552 Unrealized loss included in other income, net (543 ) Ending Balance, March 31, 2020 $ 7,009 Beginning balance, January 1, 2019 $ 7,844 Unrealized loss included in other income, net (292 ) Ending Balance, March 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 March 31, 2020 Fair Value at March 31, 2020 Carrying Amount at December 31, 2019 Fair Value at December 31, 2019 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 1,412,894 $ 1,459,616 $ 1,535,918 $ 1,590,915 Corporate bonds, net 2 2,839,865 2,717,813 2,839,581 3,022,087 Convertible debt, net 2 320,425 319,341 319,947 327,237 Credit facility 2 1,771,313 1,771,313 1,050,000 1,050,000 Total liabilities $ 6,344,497 $ 6,268,083 $ 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) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes the carrying value of debt as of March 31, 2020 and December 31, 2019 , and the debt activity for the three months ended March 31, 2020 (in thousands): Three Months Ended March 31, 2020 Balance as of December 31, 2019 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of March 31, 2020 Mortgage notes payable: Outstanding balance $ 1,529,057 $ 913 $ (122,199 ) $ — $ 1,407,771 Net premiums (1) 6,861 — (202 ) (1,536 ) 5,123 Deferred costs (7,784 ) — 64 527 (7,193 ) Mortgages notes payable, net 1,528,134 913 (122,337 ) (1,009 ) 1,405,701 Corporate bonds: Outstanding balance 2,850,000 — — — 2,850,000 Discount (2) (10,419 ) — — 284 (10,135 ) Deferred costs (25,842 ) (380 ) — 831 (25,391 ) Corporate bonds, net 2,813,739 (380 ) — 1,115 2,814,474 Convertible debt: Outstanding balance 321,802 — — — 321,802 Discount (2) (1,855 ) — — 478 (1,377 ) Deferred costs (1,764 ) — — 459 (1,305 ) Convertible debt, net 318,183 — — 937 319,120 Credit facility: Outstanding balance 1,050,000 831,313 (110,000 ) — 1,771,313 Deferred costs (3) (4,331 ) — — 324 (4,007 ) Credit facility, net 1,045,669 831,313 (110,000 ) 324 1,767,306 Total debt $ 5,705,725 $ 831,846 $ (232,337 ) $ 1,367 $ 6,306,601 ____________________________________ (1) Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective mortgage notes using the effective-interest method. (2) Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. (3) |
Mortgages [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of March 31, 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 316 $ 1,918,151 $ 1,392,555 5.02 % 2.7 Variable-rate debt 1 30,171 15,216 4.95 % (4) 0.4 Total (5) 317 $ 1,948,322 $ 1,407,771 5.02 % 2.7 ____________________________________ (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 March 31, 2020 . (5) The table above does not include mortgage notes associated with unconsolidated joint ventures of $341.8 million , which are non-recourse to the Company. |
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to March 31, 2020 (in thousands): Total April 1, 2020 - December 31, 2020 $ 89,602 2021 299,015 2022 266,951 2023 124,217 2024 621,021 Thereafter 6,965 Total $ 1,407,771 |
Corporate Bonds [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Corporate Bonds As of March 31, 2020 , the OP had $2.85 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance March 31, 2020 Interest Rate Maturity Date 2024 Senior Notes $ 500,000 4.600 % February 6, 2024 2025 Senior Notes 550,000 4.625 % November 1, 2025 2026 Senior Notes 600,000 4.875 % June 1, 2026 2027 Senior Notes 600,000 3.950 % August 15, 2027 2029 Senior Notes 600,000 3.100 % December 15, 2029 Total balance and weighted-average interest rate $ 2,850,000 4.210 % |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 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 March 31, 2020 and December 31, 2019 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location March 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 $ (104,530 ) $ (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 March 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 March 31, 2020 $ — $ (104,530 ) $ — $ — $ (104,530 ) $ — $ — $ (104,530 ) 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 March 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 March 31, 2020 $ — $ (104,530 ) $ — $ — $ (104,530 ) $ — $ — $ (104,530 ) December 31, 2019 $ 250 $ (28,081 ) $ — $ 250 $ (28,081 ) $ — $ — $ (27,831 ) |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental cash flow information was as follows for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Supplemental disclosures: Cash paid for interest $ 50,638 $ 67,588 Cash paid for income taxes $ 1,404 $ 384 Non-cash investing and financing activities: Unsettled share issuances $ — $ 6,650 Accrued capital expenditures, tenant improvements and real estate developments $ 14,856 $ 10,903 Accrued deferred financing costs $ 345 $ — Real estate contributions to Office Partnership $ 7,494 $ — Distributions declared and unpaid $ 150,493 $ 139,764 Real estate investments received from lease related transactions $ 259 $ — |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Accrued interest $ 44,164 $ 31,925 Accrued other 37,166 41,725 Accrued real estate and other taxes 25,285 25,320 Accrued legal fees and litigation settlements 17,169 25,571 Accounts payable 1,574 1,779 Total $ 125,358 $ 126,320 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 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): Three Months Ended March 31, 2020 2019 Fixed: Cash rent $ 269,583 $ 282,575 Straight-line rent 2,055 7,412 Lease intangible amortization (748 ) (731 ) Property operating cost reimbursements 1,428 1,464 Sub-lease (1) 5,263 5,489 Total fixed 277,581 296,209 Variable (2) 20,815 20,417 Income from direct financing leases 190 217 Total rental revenue $ 298,586 $ 316,843 ____________________________________ (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. |
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 March 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 Operating Lease Payments Future Minimum (1) April 1, 2020 - December 31, 2020 $ 795,563 $ 1,601 2021 1,043,693 2,014 2022 974,602 1,925 2023 906,989 1,565 2024 829,484 510 Thereafter 4,900,832 824 Total $ 9,451,163 $ 8,439 ____________________________________ (1) Related to 19 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. |
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 March 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 Operating Lease Payments Future Minimum (1) April 1, 2020 - December 31, 2020 $ 795,563 $ 1,601 2021 1,043,693 2,014 2022 974,602 1,925 2023 906,989 1,565 2024 829,484 510 Thereafter 4,900,832 824 Total $ 9,451,163 $ 8,439 ____________________________________ (1) Related to 19 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. |
Lease Cost | The following table presents the lease expense components for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Operating lease cost (1) $ 7,575 $ 6,978 Sublease income (2) $ (5,263 ) $ (5,489 ) ___________________________________ (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million , respectively, the Company reduced the right-of-use assets by $3.4 million and operating lease liabilities by $3.6 million , for non-cash activity related to dispositions and lease modifications during the three months ended March 31, 2019 . During the three months ended March 31, 2020 , the Company reduced the right-of-use assets and operating lease liabilities each by $0.6 million . |
Lessee, Operating Lease Maturities | The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of March 31, 2020 (in thousands). Future Minimum Lease Payments April 1, 2020 - December 31, 2020 $ 16,568 2021 22,099 2022 21,938 2023 21,591 2024 21,037 Thereafter 225,460 Total 328,693 Less: imputed interest 111,126 Total $ 217,567 |
Net Income (Loss) Per Share_U_2
Net Income (Loss) Per Share/Unit (Tables) | 3 Months Ended |
Mar. 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 per share computation for the General Partner for the three months ended March 31, 2020 and 2019 (dollar amounts in thousands): Three Months Ended March 31, 2020 2019 Net income $ 86,863 $ 70,971 Net income attributable to non-controlling interests (55 ) (1,667 ) Net income attributable to the General Partner 86,808 69,304 Dividends to preferred shares and units (12,948 ) (17,973 ) Net income available to common stockholders used in basic net income per share 73,860 51,331 Income attributable to limited partners 62 1,695 Net income used in diluted net income per share $ 73,922 $ 53,026 Weighted average number of Common Stock outstanding - basic 1,077,937,799 968,460,296 Effect of Limited Partner OP Units and dilutive securities 1,813,441 24,838,018 Weighted average number of common shares - diluted 1,079,751,240 993,298,314 Basic and diluted net income per share attributable to common stockholders $ 0.07 $ 0.05 The following is a summary of the basic and diluted net income per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the three months ended March 31, 2020 and 2019 (dollar amounts in thousands): Three Months Ended March 31, 2020 2019 Net income $ 86,863 $ 70,971 Net loss attributable to non-controlling interests 7 28 Net income attributable to the Operating Partnership 86,870 70,999 Dividends to preferred units (12,948 ) (17,973 ) Net income used in basic and diluted net income per unit $ 73,922 $ 53,026 Weighted average number of common units outstanding - basic 1,078,721,119 992,176,204 Effect of dilutive securities 1,030,122 1,122,110 Weighted average number of common units - diluted 1,079,751,241 993,298,314 Basic and diluted net income per unit attributable to common unitholders $ 0.07 $ 0.05 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Record and Payments Dates for Preferred Stock Dividends | On May 18, 2020 , the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for July 2020 through September 2020 with respect to the periods included in the table below. The corresponding record and payment dates for each month's Series F Preferred Stock dividend are also shown in the table below. The dividend for the Series F Preferred Stock accrues daily on a 360 -day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30 -day month. Period Record Date Payment Date June 15, 2020 - July 14, 2020 July 1, 2020 July 15, 2020 July 15, 2020 - August 14, 2020 August 1, 2020 August 17, 2020 August 15, 2020 - September 14, 2020 September 1, 2020 September 15, 2020 |
Organization (Details)
Organization (Details) - $ / shares | 3 Months Ended | |
Mar. 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 | Mar. 31, 2020 | Dec. 31, 2019 |
Common Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited partners', units outstanding (shares) | 782,170 | 786,719 |
Limited partners', units issued (shares) | 782,170 | 786,719 |
Preferred Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited partners', units outstanding (shares) | 49,766 | 49,766 |
Limited partners', units issued (shares) | 49,766 | 49,766 |
Limited Partner [Member] | Common Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited partners', units outstanding (shares) | 800,000 | 800,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 299,182 | $ 316,880 |
Fees From Managed Partnership [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 596 | 37 |
Maximum [Member] | Fees From Managed Partnership [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 100 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Litigation and non-routine costs, net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Litigation and non-routine costs, net: | ||
Audit Committee Investigation and related matters | $ (6,093) | $ 14,691 |
Legal fees and expenses | 0 | 2 |
Litigation settlements | 0 | 12,235 |
Total costs | (6,093) | 26,928 |
Insurance recoveries | (2,471) | (48,420) |
Total | $ (8,564) | $ (21,492) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Equity-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 24,900 | |
Weighted-average remaining term (years) | 2 years 7 months 6 days | |
Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance (shares) | 95,300,000 | |
Common Stock [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued in period (shares) | 17,900,000 | |
Cumulative Restricted share awards (shares) | 4,000,000 | |
Cumulative Restricted share awards forfeited (shares) | 3,700,000 | |
Cumulative Restricted Stock Units (shares) | 7,900,000 | |
Cumulative Restricted Stock Units forfeited (shares) | 2,000,000 | |
Cumulative Deferred Stock Units (shares) | 700,000 | |
Cumulative Stock Options (shares) | 5,300,000 | |
Cumulative stock options forfeited (shares) | 300,000 | |
Common Stock [Member] | Non-Executive Director Restricted Share Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued in period (shares) | 45,000 | |
Shares available for future issuance (shares) | 99,000 | |
General and Administrative Expense [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 2,855 | $ 2,872 |
General and Administrative Expense [Member] | Restricted Stock [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | 0 | 77 |
General and Administrative Expense [Member] | Time-Based Restricted Stock Units [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | 1,386 | 1,249 |
General and Administrative Expense [Member] | Long Term Incentive Target Awards [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | 1,098 | 1,229 |
General and Administrative Expense [Member] | Deferred Stock Units [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | 72 | 72 |
General and Administrative Expense [Member] | Share-based Payment Arrangement, Option [Member] | Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 299 | $ 245 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 0 | $ 9,076 |
CCA Acquisitions, LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 9,100 |
Real Estate Investments and R_3
Real Estate Investments and Related Intangibles - Property Acquisitions (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | Sep. 30, 2019property | |
Acquisitions, 2020 [Member] | |||
Business Acquisition [Line Items] | |||
Number of properties acquired | property | 25 | ||
Total purchase price of assets acquired | $ 147,121 | ||
Capitalized acquisition costs | $ 900 | ||
Acquisitions, 2019 [Member] | |||
Business Acquisition [Line Items] | |||
Number of properties acquired | property | 8 | ||
Total purchase price of assets acquired | $ 81,084 | ||
Capitalized acquisition costs | $ 300 | ||
Build-to-suit Development Project [Member] | Acquisitions, 2020 [Member] | |||
Business Acquisition [Line Items] | |||
Number of real estate properties acquired | property | 1 | 1 | |
Capitalized acquisition costs | $ 300 | ||
Development in process | 19,300 | ||
Development in process, remaining committed investments | $ 25,500 |
Real Estate Investments and R_4
Real Estate Investments and Related Intangibles - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Acquisitions, 2020 [Member] | ||
Real estate investments, at cost: | ||
Land | $ 19,953 | |
Buildings, fixtures and improvements | 95,728 | |
Total tangible assets | 115,681 | |
Acquired intangible assets: | ||
Total purchase price of assets acquired | 147,121 | |
Acquisitions, 2020 [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 15,739 | |
Weighted-average useful life | 18 years 1 month 6 days | |
Acquisitions, 2020 [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 15,701 | |
Weighted-average useful life | 20 years 1 month 6 days | |
Acquisitions, 2019 [Member] | ||
Real estate investments, at cost: | ||
Land | $ 17,716 | |
Buildings, fixtures and improvements | 53,923 | |
Total tangible assets | 71,639 | |
Acquired intangible assets: | ||
Total purchase price of assets acquired | 81,084 | |
Acquisitions, 2019 [Member] | In-place leases and other intangible assets [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 9,445 | |
Weighted-average useful life | 12 years 6 months | |
Acquisitions, 2019 [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | $ 0 |
Real Estate Investments and R_5
Real Estate Investments and Related Intangibles - Property Dispositions and Real Estate Assets Held for Sale (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | Dec. 31, 2019property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds after debt assumptions and closing costs | $ 140,428,000 | $ 60,496,000 | |
Gain on disposition of real estate and real estate assets held for sale, net | $ 25,249,000 | $ 10,831,000 | |
Number of properties classified held for sale | property | 5 | 5 | |
Carrying value of properties classified as held for sale | $ 88,500,000 | ||
Gain (loss) related to held for sale | $ 0 | ||
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 | 30 | ||
Number of consolidated properties sold | property | 2 | ||
Aggregate proceeds | $ 152,200,000 | ||
Company's share of proceeds | 150,500,000 | ||
Proceeds after debt assumptions and closing costs | 140,400,000 | ||
Gain on disposition of real estate and real estate assets held for sale, net | $ 25,200,000 | ||
Consolidated Property Dispositions, 2019 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 22 | ||
Aggregate proceeds | $ 66,000,000 | ||
Company's share of proceeds | 62,100,000 | ||
Proceeds after debt assumptions and closing costs | 60,500,000 | ||
Gain on disposition of real estate and real estate assets held for sale, net | $ 10,800,000 | ||
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 | 2 | 6 | |
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 | $ 26,200,000 | ||
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 | $ 62,200,000 | ||
Industrial Partnership [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Ownership percentage | 20.00% | ||
Industrial Partnership [Member] | Consolidated Property Dispositions, 2020 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Ownership percentage | 20.00% | ||
Maximum [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain (loss) related to held for sale | $ 100,000 |
Real Estate Investments and R_6
Real Estate Investments and Related Intangibles - Intangible Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Intangible lease assets: | |||
Intangible lease assets, net | $ 1,011,530 | $ 1,037,487 | |
Intangible lease liabilities: | |||
Weighted-Average Useful Life | 18 years 3 months 18 days | ||
Intangible lease liabilities, net | $ 134,410 | 143,583 | |
Accumulated amortization | 101,968 | 99,315 | |
Amortization expense | $ 748 | $ 731 | |
In-place leases and other intangible assets [Member] | |||
Intangible lease assets: | |||
Weighted-Average Useful Life | 16 years | ||
Intangible lease assets, net | $ 818,815 | 854,196 | |
Accumulated amortization | $ 765,649 | 748,689 | |
Leasing commissions [Member] | |||
Intangible lease assets: | |||
Weighted-Average Useful Life | 7 years 9 months 18 days | ||
Intangible lease assets, net | $ 17,524 | 17,808 | |
Accumulated amortization | $ 6,093 | 6,027 | |
Above-market lease assets and deferred lease incentives [Member] | |||
Intangible lease assets: | |||
Weighted-Average Useful Life | 16 years 8 months 12 days | ||
Intangible lease assets, net | $ 175,191 | 165,483 | |
Accumulated amortization | 116,628 | $ 112,438 | |
Above‑ And Below-Market Leases and Deferred Lease Incentives [Member] | |||
Intangible lease liabilities: | |||
Amortization expense | 700 | 700 | |
In-Place Leases, Leasing Commissions and Other Lease Intangibles [Member] | |||
Intangible lease liabilities: | |||
Amortization expense | $ 43,000 | $ 33,800 |
Real Estate Investments and R_7
Real Estate Investments and Related Intangibles - Projected Amortization Expense and Adjustments (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Below-market lease liabilities: | |
Remainder of 2020 | $ 12,481 |
2021 | 14,950 |
2022 | 13,258 |
2023 | 12,535 |
2024 | 10,688 |
In-place leases and other intangible assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2020 | 86,460 |
2021 | 107,728 |
2022 | 94,017 |
2023 | 83,827 |
2024 | 73,528 |
Leasing commissions [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2020 | 1,896 |
2021 | 2,341 |
2022 | 2,239 |
2023 | 1,964 |
2024 | 1,747 |
Above-market lease assets and deferred lease incentives [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2020 | 14,943 |
2021 | 19,519 |
2022 | 18,708 |
2023 | 17,764 |
2024 | $ 16,393 |
Real Estate Investments and R_8
Real Estate Investments and Related Intangibles - Consolidated Joint Ventures Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020USD ($)joint_ventureproperty | Dec. 31, 2019USD ($)joint_ventureproperty | |
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 3,853 | |
Total assets | $ 13,772,437 | $ 13,280,680 |
Real estate investments, net | $ 11,091,478 | 11,249,623 |
Mortgages [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of Properties | property | 317 | |
Aggregate balance outstanding | $ 1,407,771 | $ 1,529,057 |
Joint ventures [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of joint ventures | joint_venture | 1 | 1 |
Total assets | $ 33,700 | $ 32,500 |
Real estate investments, net | $ 30,200 | $ 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 | $ 15,200 | $ 14,300 |
Real Estate Investments and R_9
Real Estate Investments and Related Intangibles - Unconsolidated Joint Ventures (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Unconsolidated Joint Ventures debt outstanding | $ 341,800 | $ 269,300 | |
Number of Properties | property | 3,853 | ||
Underlying equity in net assets | $ 4,600 | 4,700 | |
Cole/Faison JV Bethlehem GA, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership % | 90.00% | ||
Number of Properties | property | 1 | ||
Carrying Amount of Investment | $ 40,178 | 40,416 | |
Equity in Income | $ (7) | $ 500 | |
Industrial Partnership [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership % | 20.00% | ||
Number of Properties | property | 6 | ||
Carrying Amount of Investment | $ 28,365 | 28,409 | |
Equity in Income | $ 180 | 0 | |
Office Partnership [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership % | 20.00% | ||
Number of Properties | property | 3 | ||
Carrying Amount of Investment | $ 10,175 | $ 0 | |
Equity in Income | $ 73 | $ 0 | |
Unconsolidated Joint Ventures [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 debt outstanding | $ 341,800 |
Rent and Tenant Receivables a_3
Rent and Tenant Receivables and Other Assets, Net (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Straight-line rent receivable, net | $ 262,799,000 | $ 266,195,000 | |
Accounts receivable, net | 39,562,000 | 41,556,000 | |
Deferred costs, net | 6,516,000 | 7,208,000 | |
Investment in direct financing leases, net | 8,951,000 | 9,341,000 | |
Investment in Cole REITs | 7,009,000 | 7,552,000 | |
Prepaid expenses | 8,477,000 | 3,453,000 | |
Leasehold improvements, property and equipment, net | 4,480,000 | 4,809,000 | |
Other assets, net | 7,309,000 | 8,281,000 | |
Total | 345,103,000 | 348,395,000 | |
Unrealized gain (loss) included in consolidated statement of operations | (500,000) | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense | 100,000 | $ 300,000 | |
Write off of leasehold | 0 | 0 | |
Accumulated amortization | 3,000,000 | 2,800,000 | |
Property and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated amortization | 5,700,000 | 5,400,000 | |
Depreciation expense | 300,000 | 400,000 | |
Line of Credit [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense | 700,000 | 1,100,000 | |
Accumulated amortization for deferred costs | $ 50,500,000 | $ 49,800,000 | |
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Write off of depreciation | $ 100,000 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Derivative assets | $ 0 | $ 250 |
Liabilities: | ||
Derivative liabilities | (104,530) | (28,081) |
Fair Value, Recurring [Member] | ||
Assets: | ||
Derivative assets | 250 | |
Investment in Cole REITs | 7,009 | 7,552 |
Total assets | 7,802 | |
Liabilities: | ||
Derivative liabilities | (104,530) | (28,081) |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Investment in Cole REITs | 0 | 0 |
Total assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Assets: | ||
Derivative assets | 250 | |
Investment in Cole REITs | 0 | 0 |
Total assets | 250 | |
Liabilities: | ||
Derivative liabilities | (104,530) | (28,081) |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Investment in Cole REITs | 7,009 | 7,552 |
Total assets | 7,552 | |
Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
Fair Value Measures - Reconcili
Fair Value Measures - Reconciliations of the changes in assets and liabilities with Level 3 inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 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 | (543) | (292) |
Ending balance | $ 7,009 | $ 7,552 |
Fair Value Measures - Items Mea
Fair Value Measures - Items Measured at Fair Value on a Non-Recurring Basis (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired | property | 16 | 24 |
Impairment charges | $ | $ 8.4 | $ 12 |
Measurement Input, Discount Rate [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.079 | |
Measurement Input, Cap Rate [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.074 |
Fair Value Measures - Goodwill
Fair Value Measures - Goodwill (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Impairment | $ 0 |
Fair Value Measures - Fair valu
Fair Value Measures - Fair value, by balance sheet grouping (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 6,344,497 | $ 5,745,446 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 6,268,083 | 5,990,239 |
Level 2 [Member] | Mortgage Notes Payable and other debt, net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 1,412,894 | 1,535,918 |
Level 2 [Member] | Mortgage Notes Payable and other debt, net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 1,459,616 | 1,590,915 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,839,865 | 2,839,581 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,717,813 | 3,022,087 |
Level 2 [Member] | Convertible Debt, Net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 320,425 | 319,947 |
Level 2 [Member] | Convertible Debt, Net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 319,341 | 327,237 |
Level 2 [Member] | Credit Facility [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 1,771,313 | 1,050,000 |
Level 2 [Member] | Credit Facility [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 1,771,313 | $ 1,050,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Outstanding balance | $ 6,306,601 | $ 5,705,725 |
Weighted-average years to maturity | 4 years 4 months 24 days | |
Weighted-average interest rate | 3.96% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt [Roll Forward] | |
Total debt, Beginning balance | $ 5,705,725 |
Debt Issuances, Net | 831,846 |
Repayments, Extinguishment and Assumptions, Net | (232,337) |
Accretion and Amortization, Net | 1,367 |
Total debt, Ending balance | 6,306,601 |
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 | 913 |
Debt Issuances, Net | 913 |
Repayments, Extinguishment and Assumptions | (122,199) |
Repayments, Extinguishment and Assumptions of Debt, Premium | (202) |
Repayments, Extinguishment and Assumptions of Debt, Deferred costs | 64 |
Repayments, Extinguishment and Assumptions, Net | (122,337) |
Accretion and Amortization | (1,536) |
Accretion and Amortization, Deferred costs | 527 |
Accretion and Amortization, Net | (1,009) |
Outstanding balance, Ending balance | 1,407,771 |
Net premiums (discount), Ending balance | 5,123 |
Deferred costs, Ending balance | (7,193) |
Total debt, Ending balance | 1,405,701 |
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, Deferred costs | (380) |
Accretion and Amortization | 284 |
Accretion and Amortization, Deferred costs | 831 |
Accretion and Amortization, Net | 1,115 |
Outstanding balance, Ending balance | 2,850,000 |
Net premiums (discount), Ending balance | (10,135) |
Deferred costs, Ending balance | (25,391) |
Total debt, Ending balance | 2,814,474 |
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 |
Accretion and Amortization | 478 |
Accretion and Amortization, Deferred costs | 459 |
Accretion and Amortization, Net | 937 |
Outstanding balance, Ending balance | 321,802 |
Net premiums (discount), Ending balance | (1,377) |
Deferred costs, Ending balance | (1,305) |
Total debt, Ending balance | 319,120 |
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 | 831,313 |
Debt Issuances, Deferred costs | 0 |
Debt Issuances, Net | 831,313 |
Repayments, Extinguishment and Assumptions | (110,000) |
Repayments, Extinguishment and Assumptions of Debt, Deferred costs | 0 |
Repayments, Extinguishment and Assumptions, Net | (110,000) |
Accretion and Amortization, Deferred costs | 324 |
Accretion and Amortization, Net | 324 |
Outstanding balance, Ending balance | 1,771,313 |
Deferred costs, Ending balance | (4,007) |
Total debt, Ending balance | $ 1,767,306 |
Debt - Mortgage Notes Payable (
Debt - Mortgage Notes Payable (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3,853 | |
Weighted-Average Interest Rate | 3.96% | |
Weighted-Average Years to Maturity | 4 years 4 months 24 days | |
Unconsolidated Joint Ventures debt outstanding | $ 341,800 | $ 269,300 |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 317 | |
Gross Carrying Value of Collateralized Properties | $ 1,948,322 | |
Outstanding Balance | $ 1,407,771 | $ 1,529,057 |
Weighted-Average Interest Rate | 5.02% | |
Mortgages [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 2 years 8 months 12 days | |
Mortgages [Member] | Fixed-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 316 | |
Gross Carrying Value of Collateralized Properties | $ 1,918,151 | |
Outstanding Balance | $ 1,392,555 | |
Weighted-Average Interest Rate | 5.02% | |
Mortgages [Member] | Fixed-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 2 years 8 months 12 days | |
Mortgages [Member] | Variable-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Gross Carrying Value of Collateralized Properties | $ 30,171 | |
Outstanding Balance | $ 15,216 | |
Weighted-Average Interest Rate | 4.95% | |
Mortgages [Member] | Variable-rate debt [Member] | Weighted Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 12 days | |
Unconsolidated Joint Ventures [Member] | ||
Debt Instrument [Line Items] | ||
Unconsolidated Joint Ventures debt outstanding | $ 341,800 |
Debt - Aggregate Principal Repa
Debt - Aggregate Principal Repayments on Mortgage Notes (Details) - Mortgages [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
April 1, 2020 - December 31, 2020 | $ 89,602 | |
2021 | 299,015 | |
2022 | 266,951 | |
2023 | 124,217 | |
2024 | 621,021 | |
Thereafter | 6,965 | |
Total | $ 1,407,771 | $ 1,529,057 |
Debt - Corporate Bonds (Details
Debt - Corporate Bonds (Details) - Corporate Bonds [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 2,850,000 | $ 2,850,000 |
Covenant terms, maximum limitation on incurrence of total debt, percentage of total assets | 65.00% | |
Covenant terms, maximum limitation on incurrence of secured debt, percentage of total assets | 40.00% | |
Covenant terms, minimum debt service coverage ratio | 1.5 | |
Covenant terms, minimum unencumbered asset value, percentage | 150.00% | |
VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 2,850,000 | |
Interest Rate | 4.21% | |
2024 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 500,000 | |
Interest Rate | 4.60% | |
Maximum number of days prior to maturity date | 90 days | |
Redemption price, percentage of principal | 100.00% | |
2025 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 550,000 | |
Interest Rate | 4.625% | |
Maximum number of days prior to maturity date | 60 days | |
Redemption price, percentage of principal | 100.00% | |
2026 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 4.875% | |
Maximum number of days prior to maturity date | 90 days | |
Redemption price, percentage of principal | 100.00% | |
2027 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 3.95% | |
Maximum number of days prior to maturity date | 90 days | |
Redemption price, percentage of principal | 100.00% | |
2029 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 3.10% | |
Maximum number of days prior to maturity date | 90 days | |
Redemption price, percentage of principal | 100.00% | |
Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage of principal | 100.00% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - Convertible Debt [Member] | 3 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 321,802,000 | $ 321,802,000 |
Unamortized discount | 1,377,000 | $ 1,855,000 |
2020 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 321,800,000 | |
Carrying value conversion options in additional paid-in capital | 12,300,000 | |
Unamortized discount | $ 1,400,000 | |
Remaining amortization period | 8 months 12 days | |
Interest rate | 3.75% | |
Conversion rate | 0.0667249 | |
Amount of General Partner OP Units per principal amount | $ 1,000 |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) | 3 Months Ended | |||
Mar. 31, 2020USD ($)extension | Dec. 31, 2019USD ($) | Dec. 27, 2019USD ($) | May 23, 2018USD ($) | |
Line of Credit Facility [Line Items] | ||||
Outstanding balance | $ 6,306,601,000 | $ 5,705,725,000 | ||
Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding balance | $ 1,767,306,000 | $ 1,045,669,000 | ||
Number of extension option | extension | 2 | |||
Length of extension option | 6 months | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 2,900,000,000 | |||
Outstanding balance | $ 0 | |||
Maximum aggregate amount outstanding at any one time | $ 50,000,000 | |||
Maximum leverage ratio (less than or equal to) | 60.00% | |||
Minimum fixed charge coverage ratio (of at least) | 1.5 | |||
Secured leverage ratio (less than or equal to) | 45.00% | |||
Unencumbered asset value ratio (less than or equal to) | 60.00% | |||
Minimum unencumbered interest coverage ratio (of at least) | 1.75 | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.10% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.30% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 1,500,000,000 | 2,000,000,000 | ||
Outstanding balance | $ 871,300,000 | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.775% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.55% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.00% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.55% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Revolving Credit Facility [Member] | One Month LIBOR [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 900,000,000 | |||
Outstanding balance | $ 900,000,000 | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | LIBOR [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.85% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | LIBOR [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | Base Rate [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.00% | |||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Delayed-Draw Term Loan [Member] | Base Rate [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.75% | |||
Interest Rate Swap [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate | 3.59% |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative [Line Items] | ||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ 1,948,000 | $ 97,000 |
Gain (loss) to be reclassified in next twelve months | 21,300,000 | |
Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Notional amount | 400,000,000 | |
Cash Flow Hedging [Member] | ||
Derivative [Line Items] | ||
Amount of (loss) gain recognized in income on cash flow hedges | (78,600,000) | (11,300,000) |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Notional amount | 900,000,000 | |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||
Derivative [Line Items] | ||
Reclassification of previous unrealized loss on interest rate derivatives into net income | $ 1,900,000 | $ 100,000 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Derivatives Designated as Hedging Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Derivative assets | $ 0 | $ 250 |
Derivative liabilities | 104,530 | 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 | $ (104,530) | $ (28,081) |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Tabular Disclosure Offsetting Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 0 | $ 250 |
Gross Amounts of Recognized Liabilities | (104,530) | (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 | (104,530) | (28,081) |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ (104,530) | $ (27,831) |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - Credit Risk Related Contingent Features (Details) $ in Millions | Mar. 31, 2020USD ($) |
Interest Rate Swap [Member] | |
Derivative [Line Items] | |
Assets needed for immediate settlement, aggregate fair value | $ (105.6) |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental disclosures: | ||
Cash paid for interest | $ 50,638 | $ 67,588 |
Cash paid for income taxes | 1,404 | 384 |
Non-cash investing and financing activities: | ||
Unsettled share issuances | 0 | 6,650 |
Accrued capital expenditures, tenant improvements and real estate developments | 14,856 | 10,903 |
Accrued deferred financing costs | 345 | 0 |
Real estate contributions to Office Partnership | 7,494 | 0 |
Distributions declared and unpaid | 150,493 | 139,764 |
Real estate investments received from lease related transactions | $ 259 | $ 0 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Payables (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 44,164 | $ 31,925 |
Accrued other | 37,166 | 41,725 |
Accrued real estate and other taxes | 25,285 | 25,320 |
Accrued legal fees and litigation settlements | 17,169 | 25,571 |
Accounts payable | 1,574 | 1,779 |
Total | $ 125,358 | $ 126,320 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation Narrative (Details) $ in Millions | Nov. 18, 2019USD ($) |
Audit Committee Investigation [Member] | |
Loss Contingencies [Line Items] | |
Civil penalty payment | $ 8 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($) | |
Lessor, Lease, Description [Line Items] | ||
Number of Properties | property | 3,853 | |
Weighted average remaining lease term | 16 years 2 months 12 days | |
Weighted average discount rate | 4.92% | |
Reduction of right-of-use assets | $ 0.6 | $ 3.4 |
Reduction of operating lease liabilities | $ 0.6 | $ 3.6 |
Minimum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Lease terms | 7 days | |
Remaining lease terms | 1 month 6 days | |
Maximum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Lease terms | 24 years 9 months 18 days | |
Remaining lease terms | 79 years 4 months 24 days | |
Accounting Standards Update 2016-02 [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Operating lease right-of-use asset, initial measurement | $ 233.3 | |
Operating lease liability, initial measurement | $ 236.3 |
Leases - Rental Revenue (Detail
Leases - Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Cash rent | $ 269,583 | $ 282,575 |
Straight-line rent | 2,055 | 7,412 |
Lease intangible amortization | (748) | (731) |
Property operating cost reimbursements | 1,428 | 1,464 |
Sub-lease | 5,263 | 5,489 |
Total fixed | 277,581 | 296,209 |
Variable | 20,815 | 20,417 |
Income from direct financing leases | 190 | 217 |
Total rental revenue | $ 298,586 | $ 316,843 |
Leases - Maturities of Lease Pa
Leases - Maturities of Lease Payments Receivable (Details) $ in Thousands | Mar. 31, 2020USD ($)property |
Future Minimum Operating Lease Payments | |
April 1, 2020 - December 31, 2020 | $ 795,563 |
2021 | 1,043,693 |
2022 | 974,602 |
2023 | 906,989 |
2024 | 829,484 |
Thereafter | 4,900,832 |
Total | 9,451,163 |
Future Minimum Direct Financing Lease Payments | |
April 1, 2020 - December 31, 2020 | 1,601 |
2021 | 2,014 |
2022 | 1,925 |
2023 | 1,565 |
2024 | 510 |
Thereafter | 824 |
Total | $ 8,439 |
Number of properties subject to direct financing leases | property | 19 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 7,575 | $ 6,978 |
Sublease income | $ (5,263) | $ (5,489) |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
April 1, 2020 - December 31, 2020 | $ 16,568 | |
2021 | 22,099 | |
2022 | 21,938 | |
2023 | 21,591 | |
2024 | 21,037 | |
Thereafter | 225,460 | |
Total | 328,693 | |
Less: imputed interest | 111,126 | |
Operating lease liabilities | $ 217,567 | $ 221,061 |
Equity - Common Stock and Gener
Equity - Common Stock and General Partner OP Units (Details) - shares | Mar. 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) | 1,077,781,479 | 1,076,845,984 |
Common stock, shares outstanding (shares) | 1,077,781,479 | 1,076,845,984 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 1,077,781,479 | 1,076,845,984 |
General partners', units issued (shares) | 1,077,781,479 | 1,076,845,984 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | General Partner [Member] | ||
Class of Stock [Line Items] | ||
General partners', units outstanding (shares) | 1,100,000,000 | |
General partners', units issued (shares) | 1,100,000,000 |
Equity - Common Stock Continuou
Equity - Common Stock Continuous Offering Program (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Apr. 15, 2019 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Distribution agreement gross sales price (up to) | $ 750,000,000 | |
Continuous Equity Offering Program New [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of shares available (in shares) | 663,300,000 | |
The 2019 Share Repurchase Program [Member] | ||
Class of Stock [Line Items] | ||
Repurchase of common stock (shares) | 0 |
Equity - Series F Preferred Sto
Equity - Series F Preferred Stock and Series F Preferred OP Units (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||
Preferred stock, shares issued (shares) | 30,871,246 | 30,871,246 |
Preferred stock, shares outstanding (shares) | 30,871,246 | 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, shares issued (shares) | 30,900,000 | |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
Class of Stock [Line Items] | ||
General partners', units issued (shares) | 30,871,246 | 30,871,246 |
Limited partners', units issued (shares) | 49,766 | 49,766 |
Limited partners', units outstanding (shares) | 49,766 | 49,766 |
General partners', units outstanding (shares) | 30,871,246 | 30,871,246 |
Equity - Limited Partner OP Uni
Equity - Limited Partner OP Units (Details) - VEREIT Operating Partnership, L.P. [Member] - Common Stock [Member] - shares | Mar. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 782,170 | 786,719 |
Limited Partner [Member] | ||
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 800,000 | 800,000 |
Equity - Common Stock Dividends
Equity - Common Stock Dividends (Details) - $ / shares | Feb. 25, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Equity [Abstract] | |||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.1375 |
Annualized dividend rate (in dollars per share) | $ 0.55 |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program (Details) - The 2019 Share Repurchase Program [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | May 06, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||
Value of stock authorized for repurchase under stock repurchase program (up to) | $ 200,000,000 | $ 200,000,000 |
Repurchase of common stock (shares) | 0 |
Net Income (Loss) Per Share_U_3
Net Income (Loss) Per Share/Unit - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income | $ 86,863 | $ 70,971 |
Net income attributable to non-controlling interests | (55) | (1,667) |
Net income attributable to the General Partner | 86,808 | 69,304 |
Dividends to preferred shares and units | (12,948) | (17,973) |
Net income available to common stockholders used in basic net income per share | 73,860 | 51,331 |
Income attributable to limited partners | 62 | 1,695 |
Net income used in diluted net income per share | $ 73,922 | $ 53,026 |
Weighted average number of Common Stock outstanding - basic (shares) | 1,077,937,799 | 968,460,296 |
Effect of dilutive securities (shares) | 1,813,441 | 24,838,018 |
Weighted Average Number of common units - diluted (shares) | 1,079,751,240 | 993,298,314 |
Basic and diluted net income per share attributable to common stockholders (in dollars per share) | $ 0.07 | $ 0.05 |
VEREIT Operating Partnership, L.P. [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income | $ 86,863 | $ 70,971 |
Net income attributable to non-controlling interests | 7 | 28 |
Net income attributable to the General Partner | 86,870 | 70,999 |
Dividends to preferred shares and units | (12,948) | (17,973) |
Net income used in diluted net income per share | $ 73,922 | $ 53,026 |
Weighted average number of Common Stock outstanding - basic (shares) | 1,078,721,119 | 992,176,204 |
Effect of dilutive securities (shares) | 1,030,122 | 1,122,110 |
Weighted Average Number of common units - diluted (shares) | 1,079,751,241 | 993,298,314 |
Basic and diluted net income per unit attributable to common unitholders (in dollars per share) | $ 0.07 | $ 0.05 |
Subsequent Events - Real Estate
Subsequent Events - Real Estate Investment Activity (Details) | 1 Months Ended | 3 Months Ended |
May 07, 2020USD ($)property | Mar. 31, 2020USD ($) | |
Subsequent Event [Line Items] | ||
Estimated gain on sale of properties | $ 0 | |
Property Disposition, 2020 [Member] | ||
Subsequent Event [Line Items] | ||
Carrying value of properties classified as held for sale | $ 43,000,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate gross sales price | $ 54,500,000 | |
Estimated gain on sale of properties | $ 6,500,000 | |
Number of real estate properties acquired | property | 0 | |
Subsequent Event [Member] | Property Disposition, 2020 [Member] | ||
Subsequent Event [Line Items] | ||
Number of real estate properties disposed | property | 6 | |
Aggregate gross sales price | $ 55,300,000 | |
Number of real estate property held for sale, disposed | property | 2 |
Subsequent Events - Common Stoc
Subsequent Events - Common Stock Dividend (Details) - $ / shares | May 18, 2020 | Feb. 25, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | $ 0.1375 | $ 0.1375 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.077 |
Subsequent Events - Preferred S
Subsequent Events - Preferred Stock Dividend (Details) - Subsequent Event [Member] | May 18, 2020$ / shares |
Subsequent Event [Line Items] | |
Dividend accrual period on annual basis | 360 days |
Annual dividend rate (in dollars per share) | $ 1.675 |
Annualized dividend rate, per 30-day month (in dollars per share) | $ 0.1395833 |