EX-99.1 2 arcpexhibit991pressrelease.htm EXHIBIT 99.1 ARCP Exhibit 99.1 Press Release 03.31.2015



Exhibit 99.1

FOR IMMEDIATE RELEASE


American Realty Capital Properties Announces First Quarter 2015 Operating Results

Phoenix, AZ, May 7, 2015 -- American Realty Capital Properties, Inc. (NASDAQ: ARCP) (“ARCP” or the “Company”) announced today its operating results for the three months ended March 31, 2015.

First Quarter 2015 Consolidated Financial Results

Revenues
Consolidated Revenue for the quarter ended March 31, 2015 increased $72.8 million to $394.0 million as compared to revenue of $321.2 million for the same quarter in 2014.

Net Loss
Consolidated Net Loss for the quarter ended March 31, 2015 decreased $275.1 to ($30.7) million as compared to a net loss of ($305.8) million for the same quarter in 2014.

Normalized EBITDA
Consolidated normalized EBITDA for the quarter ended March 31, 2015 increased $107.2 to $316.1 million as compared to normalized EBITDA of $208.9 million for the same quarter in 2014.

FFO and FFO per Diluted Common Share
Funds From Operations (“FFO”) for the quarter ended March 31, 2015 increased $339.8 million to $195.0 million, or $0.21 per diluted share, as compared to ($144.8) million, or ($0.24) per diluted share, for the same quarter in 2014.

AFFO and AFFO per Diluted Common Share
Adjusted Funds From Operations (“AFFO”) for the quarter ended March 31, 2015 increased $85.3 million to $200.1 million, or $0.22 per diluted share, as compared to $114.8 million, or $0.19 per diluted share, for the same quarter in 2014.

Financial Statistics
Consolidated Financial Statistics as of the quarter ended March 31, 2015 are as follows: Fixed Charge Coverage Ratio of 2.6x, Net Debt to Normalized EBITDA of 7.6x, Net Debt to Undepreciated Real Estate Assets of 53.3% and Unencumbered Gross Real Estate Assets to Total Gross Assets ratio of 62.5%.

First Quarter 2015 Real Estate Investment Financial Results

Revenues
Real Estate Investment segment revenue for the quarter ended March 31, 2015 increased $99.6 million to $366.5 million as compared to revenue of $266.9 million for the same quarter in 2014, primarily due to the increased size of the real estate portfolio.

Net Loss
Real Estate Investment segment net loss for the quarter ended March 31, 2015 decreased $265.6 million to ($30.6) million as compared to a net loss of ($296.2) million for the same quarter in 2014, primarily due to merger and other non-routine transaction costs that were recorded in the quarter ended March 31, 2014.



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Normalized EBITDA
Real Estate Investment segment normalized EBITDA for the quarter ended March 31, 2015 increased $97.8 million to $306.7 million as compared to normalized EBITDA of $208.9 million, for the same quarter in 2014, mainly due to the increased size of the real estate portfolio.

FFO and FFO per Diluted Common Share
Real Estate Investment segment FFO for the quarter ended March 31, 2015 increased $330.3 million to $195.1 million, or $0.21 per diluted share, as compared to ($135.2) million, or ($0.23) per diluted share, for the same quarter in 2014.

AFFO and AFFO per Diluted Common Share
Real Estate Investment segment AFFO for the quarter ended March 31, 2015 increased $86.4 million to $195.1 million, or $0.21 per diluted share, as compared to $108.7 million, or $0.18 per diluted share, for the same quarter in 2014.

Real Estate Portfolio Update
As of March 31, 2015, ARCP’s portfolio consisted of 4,647 properties with total portfolio occupancy of 98.4%, investment grade tenancy of 47.0% and a weighted average remaining lease term of 11.7 years.

Same Store Rent Increases
During the quarter ended March 31, 2015, same store rents (2,524 properties) increased 1.0% to $137.5 million as compared to $136.1 million for the same quarter in 2014.

Property Acquisitions
During the first quarter of 2015, the Company acquired four properties for $6.0 million at an average cash cap rate of 6.6%. Additionally, the Company acquired six land parcels for $1.6 million with $8.0 million of budgeted construction costs to complete the build-to-suit development projects at an average cap rate of 7.3% with weighted average anticipated lease terms totaling approximately 15.0 years. In addition, six build-to-suit properties were completed and placed into service during the quarter with $7.6 million invested by the Company at an average cash cap rate of 7.3%.

Property Dispositions
As part of its ongoing active portfolio management, during the quarter ended March 31, 2015, the Company sold 11 properties for approximately $271.8 million at an average cash cap rate of approximately 7.1%. The loss on first quarter sales was approximately $7.5 million, excluding the goodwill allocation.

First Quarter 2015 Cole Capital® Financial Results
Note: The Company completed its acquisition of Cole Capital on February 7, 2014.

Revenues
Cole Capital segment revenue for the quarter ended March 31, 2015 decreased $26.8 million to $27.5 million as compared to revenue of $54.3 million for the same quarter in 2014, as a consequence of reduced capital raise.

Net Loss
Cole Capital segment net loss for the quarter ended March 31, 2015 decreased $9.5 million to ($86,000) as compared to a net loss of ($9.6) million for the same quarter in 2014, primarily due to higher asset management and transactional fees.

Normalized EBITDA
Cole Capital segment normalized EBITDA for the quarter ended March 31, 2015 increased $9.5 million to $9.4 million as compared to normalized EBITDA of ($60,000), for the same quarter in 2014, primarily due to higher asset management and transactional fees.

FFO and FFO per Diluted Common Share
Cole Capital segment FFO for the quarter ended March 31, 2015 increased $9.5 million to ($86,000), or $0.00 per diluted share, as compared to ($9.6) million, or ($0.02) per diluted share, for the same quarter in 2014.

AFFO and AFFO per Diluted Common Share
Cole Capital segment AFFO for the quarter ended March 31, 2015 decreased $1.0 million to $5.1 million, or $0.01 per diluted share, as compared to $6.1 million, or $0.01 per diluted share, for the same quarter in 2014.




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Investment Management Capital Raise
Raised $61.9 million of capital on behalf of four publicly registered, non-traded REITs managed by Cole Capital (the "Managed REITs"), including $32.1 million through the Managed REITs’ Distribution Reinvestment Plans ("DRIPs"), compared to $461.2 million, including $8.3 million through the Managed REITs’ DRIPs, in the first quarter of 2014.

Investment Management Acquisitions
Invested $225.8 million in 79 properties on behalf of the Cole Capital Managed REITs, compared to $235.3 million in 65 properties in the first quarter of 2014.

Sale of CCIT to SIR
On January 29, 2015, Cole Corporate Income Trust, Inc., Cole Capital’s first office and industrial-focused REIT, merged into a wholly owned subsidiary of Select Income REIT netting the Company approximately $4.4 million in disposition fees.

Management Commentary

Glenn Rufrano, Chief Executive Officer, stated, “After five weeks, I can make the following observations: ARCP is a full-service real estate operating company. Our experienced team can buy, sell, finance, asset manage, property manage, and lease, our properties all in-house. Our scale permits us to maintain an integrated and sophisticated real estate team with decades of experience, allowing us to efficiently access all segments of the net lease market: retail, office, industrial, restaurant, build-to-suit and sale-leaseback. We also have a well-respected investment management arm, Cole Capital, a combination of Cole Capital distribution and Cole Capital investment management, the latter a shared resource model with ARCP.”

Subsequent Events
Board Reconstitution
On April 1, 2015, the Company announced the appointment of Hugh R. Frater as Non-Executive Chairman of the Board of Directors and the addition of Julie G. Richardson as an Independent Director. This was done in conjunction with two directors stepping down effective April 1, 2015. Additionally, Glenn Rufrano joined the Board in conjunction with his appointment as the Company’s Chief Executive Officer on April 1, 2015. The Company expects to announce an additional independent board member in the near term.

Balance Sheet
Subsequent to the first quarter, the Company paid down $590.0 million on its line of credit from available cash, bringing the total amount outstanding under its term loan and revolving credit facility to $2.6 billion. As a result, floating rate debt as a percentage of total debt decreased to approximately 16% from 21%.

Cole Capital Distribution
The major clearing firms, including Charles Schwab, Fidelity, Pershing and TD Ameritrade, have all resumed processing trades of Cole Capital sponsored REITs on behalf of independent broker-dealers. Currently, there are 201 broker-dealer and RIA’s able to sell Cole Capital sponsored REITs, which represents approximately 42% of 2014 gross capital raise. 2014 gross capital raise is based on full year capital raise for Cole Capital, which excludes DRIP and redemptions, but does include the time period before ARCP acquired Cole Capital on February 7, 2014.

During April 2015, Cole Capital raised $30.1 million of capital on behalf of the Managed REITs, including $11.1 million through the Managed REITs’ DRIPs.
Dividend
The Board expects to be able to provide its dividend policy, along with the business plan, in August 2015, in conjunction with the release of Q2 2015 earnings.

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Audio Webcast Details
The live audio webcast, beginning at 10:00 a.m. ET on Thursday, May 7, 2015, is available by accessing this link:
http://services.choruscall.com/links/arcp150507.html
*Participants should log in 10-15 minutes early.

Shortly after the live webcast, a replay of the webcast will be available in the Investor Relations section of our website.

About the Company
ARCP is a leading, self-managed commercial real estate investment trust (“REIT”) focused on investing in single tenant freestanding commercial properties subject to net leases with high credit quality tenants. ARCP owns approximately 4,650 properties totaling 102 million square feet of leasable space in 49 states, as well as Washington D.C., Puerto Rico and Canada. Additionally, ARCP acquires and manages assets on behalf of the Cole Capital® non-traded REITs. ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market. Additional information about ARCP can be found on its website at www.arcpreit.com. ARCP may disseminate important information regarding it and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.

Media Contact
John Bacon, Vice President, Corporate Communications
American Realty Capital Properties, Inc.                        
602.778.6057 | jbacon@arcpreit.com                            
                                
Investor Contact
Bonni Rosen, Director Investor Relations                
American Realty Capital Properties, Inc.                
877.405.2653 | brosen@arcpreit.com    


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Terms and Definitions

Description of Funds From Operations and Adjusted Funds From Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. ("NAREIT"), an industry trade group, has promulgated a measure known as funds from operations ("FFO"), which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO, a non-GAAP supplemental financial performance measure, is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income or loss as determined under U.S. GAAP.
NAREIT defines FFO as net income or loss computed in accordance with U.S. GAAP, excluding gains or losses from disposition of property, depreciation and amortization of real estate assets and impairment write-downs on real estate including pro rata share of adjustments for unconsolidated partnerships and joint ventures. Our FFO calculation complies with NAREIT's policy described above.
In addition to FFO, we use Adjusted Funds From Operations ("AFFO") as a non-GAAP supplemental financial performance measure to evaluate the operating performance of our company. AFFO, as defined by our Company, excludes from FFO one time items such as acquisition related costs, merger and other non-routine transactions costs, gains or losses on sale of investments, insurance and litigation settlements and extinguishment of debt cost. We also exclude certain non-cash items such as impairments of intangible, straight-line rental revenue, unrealized gains or losses on derivatives, amortization of intangibles, deferred financing costs, above and below market lease amortization as well as equity based compensation. Management believes that excluding these costs from FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time, including after we cease to acquire properties on a frequent and regular basis. AFFO also allows for a comparison of the performance of our operations with other traded REITs that are not currently engaging in acquisitions and mergers, as well as a comparison of our performance with that of other traded REITs, as AFFO, or an equivalent measure, is routinely reported by traded REITs, and we believe often used by analysts and investors for comparison purposes.
For all of these reasons, we believe FFO and AFFO, in addition to net loss and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of our company over time. However, not all REITs calculate FFO and AFFO the same way, so comparisons with other REITs may not be meaningful. FFO and AFFO should not be considered as alternatives to net loss or to cash flows from operating activities, and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs.
AFFO may provide investors with a view of our future performance and future dividend policy. However, because AFFO excludes items that are an important component in an analysis of the historical performance of a property, AFFO should not be construed as a historic performance measure. Neither the SEC, NAREIT, nor any other regulatory body has evaluated the acceptability of the exclusions contemplated to adjust FFO in order to calculate AFFO and its use as a non-GAAP financial performance measure.
EBITDA and Normalized EBITDA
Normalized EBITDA as disclosed represents EBITDA, or earnings before interest, taxes, depreciation and amortization, modified to exclude one time items such as acquisition related costs, merger and other non-routine transactions costs, gains or losses on sale of investments, insurance and litigation settlements and extinguishment of debt cost. We also exclude certain non-cash items such as impairments of intangible, straight-line rental revenue, unrealized gains or losses on derivatives, amortization of intangibles, deferred financing costs, above and below market lease amortization as well as equity based compensation. Management believes that excluding these costs from EBITDA provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. The Company believes that Normalized EBITDA is a useful supplemental measure to investors and analysts for assessing the performance of the Company's business segments, although it does not represent net income that is computed in accordance with GAAP. Therefore, Normalized EBITDA should not be considered as an alternative to net income or as an indicator of the Company's financial performance. The Company uses Normalized EBITDA as one measure of its operating performance when formulating corporate goals and evaluating the effectiveness of the Company's strategies. Normalized EBITDA may not be comparable to similarly titled measures of other companies.

Gross Real Estate and Related Assets represent total gross real estate and related assets, including net investments in unconsolidated entities, investment in direct financing leases, investment securities and loans held for investment, net of gross intangible lease liabilities.


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Fixed Charge Coverage Ratio is the sum of (i)interest expense incurred on the outstanding principal balance of our debt, excluding certain GAAP adjustments reported as interest expense, such as amortization of of deferred financing costs, premiums and discounts, (ii) secured debt principal amortization and (iii) dividends attributable to preferred shares divided by Normalized EBITDA.

Net Debt is a calculation to show the Company's outstanding principal balance, excluding certain GAAP adjustments, such as premiums and discounts, less all cash and cash equivalents.
Net Debt Leverage Ratio equals Net Debt divided by Gross Real Estate Assets
Net Debt to Normalized EBITDA Annualized equals Net Debt divided by the current quarter Normalized EBITDA multiplied by four.
Forward Looking Statements
Information set forth herein (including information included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect American Realty Capital Properties, Inc.’s (“ARCP,” the “Company,” “us,” “our” and “we”) expectations regarding future events. The forward-looking statements involve a number of assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions identify forward-looking statements, and any statements regarding ARCP’s future financial condition, results of operations and business are also forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond ARCP’s control.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: ARCP’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts; the developments disclosed herein; ARCP’s ability to reestablish the financial network that supports Cole Capital®; ARCP’s ability to regain the prior transaction and capital raising volume of Cole Capital prior to the filing of ARCP’s Current Report on Form 8-K on October 29, 2014; the timing and expense of the remediation of ARCP’s material weaknesses in disclosure controls and procedures and internal control over financial reporting; the impact and outcome of litigation and regulatory investigations related to the recent Audit Committee investigation and restatement of ARCP’s financial statements; ARCP’s ability to regain compliance with the requirements of the NASDAQ Stock Market; the impact of ARCP’s debt documents on ARCP’s overall borrowing flexibility; the level and frequency of the dividend to be established by ARCP’s Board of Directors compared to the level and frequency of the dividend ARCP previously paid; ARCP’s ability to establish a timely financial reporting schedule; the impact of the recent downgrade in ARCP’s credit rating to below investment-grade; the unpredictability of the business plans and financial condition of ARCP’s tenants; the impact of impairment charges in respect of certain of ARCP’s properties or other assets; the inability to retain or hire key personnel; and continuation or deterioration of current market conditions. Additional factors that may affect future results are contained in ARCP’s filings with the SEC, which are available at the SEC’s website at www.sec.gov.

The forward-looking statements contained herein reflect ARCP’s beliefs, assumptions and expectations regarding ARCP’s future performance, taking into account all information currently available to it. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to ARCP. If a change occurs, ARCP’s business, financial condition, liquidity and results of operations may vary materially from those expressed in its forward-looking statements. ARCP disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.






6



AMERICAN REALTY CAPITAL PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except for share and per share data)

 
 
March 31, 2015
 
December 31, 2014
ASSETS
 
 
 
 
Real estate investments, at cost:
 
 
 
 
Land
 
$
3,434,414

 
$
3,472,298

Buildings, fixtures and improvements
 
12,081,061

 
12,307,758

Land and construction in progress
 
83,284

 
77,450

Intangible lease assets
 
2,386,904

 
2,435,054

Total real estate investments, at cost
 
17,985,663

 
18,292,560

Less: accumulated depreciation and amortization
 
1,238,320

 
1,034,122

Total real estate investments, net
 
16,747,343

 
17,258,438

Investment in unconsolidated entities
 
95,390

 
98,053

Investment in direct financing leases, net
 
54,822

 
56,076

Investment securities, at fair value
 
56,493

 
58,646

Loans held for investment, net
 
41,357

 
42,106

Cash and cash equivalents
 
788,739

 
416,711

Restricted cash
 
64,578

 
62,651

Intangible assets, net
 
142,851

 
150,359

Deferred costs and other assets, net
 
400,884

 
389,922

Goodwill
 
1,871,114

 
1,894,794

Due from affiliates
 
58,457

 
86,122

Assets held for sale
 

 
1,261

Total assets
 
$
20,322,028

 
$
20,515,139

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Mortgage notes payable and other debt, net
 
$
3,672,496

 
$
3,805,761

Corporate bonds, net
 
2,546,701

 
2,546,499

Convertible debt, net
 
978,769

 
977,521

Credit facility
 
3,184,000

 
3,184,000

Below-market lease liabilities, net
 
304,754

 
317,838

Accounts payable and accrued expenses
 
160,129

 
163,025

Deferred rent, derivative and other liabilities
 
139,241

 
127,611

Distributions payable
 
9,959

 
9,995

Due to affiliates
 
547

 
559

Total liabilities
 
10,996,596

 
11,132,809

Commitments and contingencies (Note 13)
 
 
 
 
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,834,138 issued and outstanding as of March, 31, 2015 and December 31, 2014, respectively
 
428

 
428

Common stock, $0.01 par value, 1,500,000,000 shares authorized and 905,134,719 and 905,530,431 issued and outstanding as of March, 31, 2015 and December 31, 2014, respectively
 
9,051

 
9,055

Additional paid-in capital
 
11,919,358

 
11,920,253

Accumulated other comprehensive (loss) income
 
(4,136
)
 
2,728

Accumulated deficit
 
(2,826,524
)
 
(2,778,576
)
Total stockholders’ equity
 
9,098,177

 
9,153,888

Non-controlling interests
 
227,255

 
228,442

Total equity
 
9,325,432

 
9,382,330

Total liabilities and equity
 
$
20,322,028

 
$
20,515,139


7



AMERICAN REALTY CAPITAL PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except for per share data)

 
 
Three Months Ended March 31,
 
 
2015
 
2014
Revenues:
 
 
 
 
Rental income
 
$
342,759

 
$
244,415

Direct financing lease income
 
741

 
1,006

Operating expense reimbursements
 
22,974

 
21,476

Cole Capital revenue
 
27,494

 
54,257

Total revenues
 
393,968

 
321,154

Operating expenses:
 
 
 
 
Cole Capital reallowed fees and commissions
 
2,031

 
34,436

Acquisition related (including $0 and $1,539 to affiliates, respectively)
 
2,182

 
13,417

Merger and other non-routine transactions (including $0 and $137,738 to affiliates, respectively)
 
16,423

 
160,298

Property operating
 
30,999

 
29,755

Management fees to affiliates
 

 
13,888

General and administrative (including $0 and $15,592 to affiliates, respectively)
 
33,106

 
55,369

Depreciation and amortization
 
219,141

 
173,842

Total operating expenses
 
303,882

 
481,005

Operating income (loss)
 
90,086

 
(159,851
)
Other (expense) income:
 
 
 
 
Interest expense, net
 
(95,699
)
 
(120,951
)
Extinguishment of debt, net
 
429

 
(9,399
)
Other income, net
 
8,961

 
3,975

Loss on derivative instruments, net
 
(1,028
)
 
(7,121
)
Loss on disposition of real estate, net
 
(31,368
)
 
(17,605
)
Total other expenses, net
 
(118,705
)
 
(151,101
)
Loss before income and franchise taxes
 
(28,619
)
 
(310,952
)
(Provision for) benefit from income and franchise taxes
 
(2,074
)
 
5,112

Net loss
 
(30,693
)
 
(305,840
)
Net loss attributable to non-controlling interests
 
723

 
14,396

Net loss attributable to the Company
 
$
(29,970
)
 
$
(291,444
)
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders
 
$
(0.05
)
 
$
(0.58
)


8



AMERICAN REALTY CAPITAL PROPERTIES, INC.
RECONCILIATION OF CONSOLIDATED GAAP NET LOSS TO NORMALIZED EBITDA
(Unaudited, in thousands, except for share and per share data)

 
 
Three Months Ended
 
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
Total revenues
 
$
393,968

 
$
418,807

 
$
457,118

 
$
382,178

 
$
321,154

Less: total operating expenses
 
303,882

 
743,456

 
375,667

 
350,496

 
481,005

Operating income (loss)
 
90,086

 
(324,649
)
 
81,451

 
31,682

 
(159,851
)
Total other (expenses), net
 
(118,705
)
 
(62,349
)
 
(366,373
)
 
(92,986
)
 
(151,101
)
Loss before income and franchise taxes
 
(28,619
)
 
(386,998
)
 
(284,922
)
 
(61,304
)
 
(310,952
)
(Provision for) benefit from income and franchise taxes
 
(2,074
)
 
26,571

 
(3,125
)
 
4,706

 
5,112

 Net loss
 
(30,693
)
 
(360,427
)
 
(288,047
)
 
(56,598
)
 
(305,840
)
 Adjustments:
 
 
 
 
 
 
 
 
 
 
 Interest expense
 
95,699

 
126,157

 
101,643

 
103,897

 
120,951

 Depreciation and amortization
 
219,141

 
226,272

 
265,150

 
250,739

 
173,842

Provision for (benefit from) income and franchise taxes
 
2,074

 
(26,571
)
 
3,125

 
(4,706
)
 
(5,112
)
 Proportionate share of adjustments for unconsolidated entities
 
2,661

 
3,402

 
3,433

 
3,453

 
2,096

 EBITDA
 
$
288,882

 
$
(31,167
)
 
$
85,304

 
$
296,785

 
$
(14,063
)
 Management adjustments:
 
 
 
 
 
 
 
 
 
 
 Loss on held for sale assets and disposition of real estate, net
 
31,368

 
1,263

 
256,894

 
1,269

 
17,605

 Impairments
 

 
406,136

 
2,299

 
1,556

 

 Acquisition related
 
2,182

 
4,215

 
13,998

 
7,201

 
13,417

 Merger and other non-routine transactions
 
16,423

 
25,162

 
7,632

 
7,422

 
160,298

 Equity-based compensation
 
818

 
(980
)
 
5,541

 
5,690

 
21,574

 Gain on sale and unrealized gains of investment securities
 
(233
)
 

 
(6,357
)
 

 

 Loss (gain) on derivative instruments, net
 
1,028

 
172

 
17,484

 
(14,207
)
 
7,121

 Amortization of below-market lease liabilities, net of amortization of above-market lease assets
 
1,007

 
1,475

 
1,934

 
2,103

 
388

 (Gain) loss on early extinguishment of debt and forgiveness of debt, net
 
(5,302
)
 
605

 
5,396

 
6,469

 
9,399

 Net direct financing lease adjustments
 
495

 
448

 
620

 
137

 
390

 Straight-line rent
 
(19,107
)
 
(25,367
)
 
(24,871
)
 
(17,413
)
 
(7,520
)
Legal settlement and insurance proceeds
 
(1,250
)
 
(60,720
)
 
(3,275
)
 

 

 Proportionate share of adjustments for unconsolidated entities
 
(254
)
 
1,086

 
1,276

 
437

 
266

Normalized EBITDA
 
$
316,057

 
$
322,328

 
$
363,875

 
$
297,449

 
$
208,875




9



AMERICAN REALTY CAPITAL PROPERTIES, INC.
CONSOLIDTED FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(Unaudited, in thousands, except share and per share data)
 
 
Three Months Ended
 
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
 Net loss
 
$
(30,693
)
 
$
(360,427
)
 
$
(288,047
)
 
$
(56,598
)
 
$
(305,840
)
 Dividends on non-convertible preferred stock
 
(17,973
)
 
(17,973
)
 
(17,974
)
 
(17,773
)
 
(17,374
)
 Loss on held for sale assets and disposition of real estate assets, net
 
31,368

 
1,263

 
256,894

 
1,269

 
17,605

 Depreciation and amortization of real estate assets
 
210,770

 
219,080

 
240,046

 
225,940

 
159,461

 Impairment of real estate assets
 

 
96,692

 
2,299

 
1,556

 

 Proportionate share of adjustments for unconsolidated entities
 
1,558

 
2,540

 
2,580

 
2,573

 
1,344

 FFO
 
$
195,030

 
$
(58,825
)
 
$
195,798

 
$
156,967

 
$
(144,804
)
 
 
 
 
 
 
 
 
 
 
 
 Acquisition related
 
2,182

 
4,215

 
13,998

 
7,201

 
13,417

Merger and other non-routine transactions
 
16,423

 
25,162

 
7,632

 
7,422

 
160,298

 Impairment of intangible assets
 

 
309,444

 

 

 

 Legal settlements and insurance proceeds
 
(1,250
)
 
(60,720
)
 
(3,275
)
 

 

 Gain on sale and unrealized gains of investment securities
 
(233
)
 

 
(6,357
)
 

 

 Loss (gain) on derivative instruments, net
 
1,028

 
172

 
17,484

 
(14,207
)
 
7,121

 Amortization of net premiums on debt and investments
 
(3,858
)
 
11,461

 
(8,106
)
 
(4,606
)
 
(5,198
)
 Amortization of below-market lease liabilities, net of amortization of above-market lease assets
 
1,007

 
1,475

 
1,934

 
2,103

 
388

 Net direct financing lease adjustments
 
495

 
448

 
620

 
137

 
390

 Amortization and write off of deferred financing costs
 
7,929

 
23,475

 
12,486

 
10,985

 
44,976

 Amortization of management contracts
 
7,510

 
6,233

 
24,288

 
24,024

 
13,992

 Deferred tax benefit
 
(3,972
)
 
(33,324
)
 

 

 

 (Gain) loss on early extinguishment of debt and forgiveness of debt, net
 
(5,302
)
 
605

 
5,396

 
6,469

 
9,399

 Straight-line rent
 
(19,107
)
 
(25,367
)
 
(24,871
)
 
(17,413
)
 
(7,520
)
 Equity-based compensation expense, net of forfeiture
 
818

 
(980
)
 
5,541

 
5,690

 
21,574

 Other amortization and non-cash charges
 
753

 
895

 
713

 
698

 
421

 Proportionate share of adjustments for unconsolidated entities
 
682

 
1,090

 
1,268

 
464

 
318

 AFFO
 
$
200,135

 
$
205,459

 
$
244,549

 
$
185,934

 
$
114,772

 
 
 
 
 
 
 
 
 
 
 
Weighted-average shares outstanding - basic
 
902,996,270

 
902,528,136

 
902,096,102

 
815,406,408

 
547,470,457

Effect of dilutive securities
 
26,157,663

 
29,629,740

 
44,970,255

 
52,613,117

 
51,151,928

Weighted-average shares outstanding - diluted
 
929,153,933

 
932,157,876

 
947,066,357

 
868,019,525

 
598,622,385

 
 
 
 
 
 
 
 
 
 
 
FFO per diluted share
 
$
0.21

 
$
(0.06
)
 
$
0.21

 
$
0.18

 
$
(0.24
)
AFFO per diluted share
 
$
0.22

 
$
0.22

 
$
0.26

 
$
0.21

 
$
0.19



10



AMERICAN REALTY CAPITAL PROPERTIES, INC.
SEGMENT REPORTING - STATEMENTS OF OPERATIONS
(REI Segment)
(Unaudited, in thousands, except for share and per share data)
 
Three Months Ended March 31,
 
2015
 
2014
REI segment:
 
 
 
Revenues:
 
 
 
Rental income
$
342,759

 
$
244,415

Direct financing lease income
741

 
1,006

Operating expense reimbursements
22,974

 
21,476

Total real estate investment revenues
366,474

 
266,897

Operating expenses:
 
 
 
Acquisition related
1,723

 
13,417

Merger and other non-routine transactions
16,423

 
159,794

Property operating
30,999

 
29,755

Management fees to affiliates

 
13,888

General and administrative
15,370

 
34,538

Depreciation and amortization
210,788

 
159,483

Impairment of real estate

 

Total operating expenses
275,303

 
410,875

Operating income (loss)
91,171

 
(143,978
)
Other (expense) income:
 
 
 
Interest expense, net
(95,699
)
 
(120,951
)
Extinguishment of debt, net
429

 
(9,399
)
Other income, net
7,742

 
3,959

Loss on derivative instruments, net
(1,028
)
 
(7,121
)
Loss on disposition of real estate, net
(31,368
)
 
(17,605
)
Loss on sale of investments in affiliates

 

Gain (loss) on sale of investments

 

Total other expenses, net
(119,924
)
 
(151,117
)
Loss before income and franchise taxes
(28,753
)
 
(295,095
)
Provision for income and franchise taxes
(1,854
)
 
(1,123
)
Net loss
$
(30,607
)
 
$
(296,218
)
 
 
 
 













11



AMERICAN REALTY CAPITAL PROPERTIES, INC.
SEGMENT REPORTING - STATEMENTS OF OPERATIONS
(Cole Capital Segment)
(Unaudited, in thousands, except for share and per share data)
 
Three Months Ended March 31,
 
2015
 
2014
Cole Capital segment:
 
 
 
Revenues:
 
 
 
Dealer manager and distribution fees, selling commissions and offering reimbursements
$
3,117

 
$
42,453

Transaction service fees and reimbursements
10,260

 
4,867

Management fees and reimbursements
14,117

 
6,937

Total Cole Capital revenues
27,494

 
54,257

Operating expenses:
 
 
 
Cole Capital reallowed fees and commissions
2,031

 
34,436

Acquisition related
459

 

Merger and other non-routine transactions

 
504

General and administrative expenses
17,736

 
20,831

Depreciation and amortization
8,353

 
14,359

Impairments of intangible assets

 

Total operating expenses
28,579

 
70,130

Operating loss
(1,085
)
 
(15,873
)
Total other income
1,219

 
16

Income (loss) before income and franchise taxes
134

 
(15,857
)
(Provision for) benefit from income and franchise taxes
(220
)
 
6,235

Net loss
$
(86
)
 
$
(9,622
)
 
 
 
 
Total Company:
 
 
 
Total revenues
$
393,968

 
$
321,154

Total operating expenses
$
303,882

 
$
481,005

Total other expense
$
(118,705
)
 
$
(151,101
)
Net loss
$
(30,693
)
 
$
(305,840
)

12



AMERICAN REALTY CAPITAL PROPERTIES, INC.
SEGMENT REPORTING - EBITDA AND NORMALIZED EBITDA
(REI Segment)
(Unaudited, in thousands, except for share and per share data)

 
 
Three Months Ended
 
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
 Net loss
 
$
(30,607
)
 
$
(82,458
)
 
$
(289,133
)
 
$
(46,124
)
 
$
(296,218
)
 Adjustments:
 
 
 
 
 
 
 
 
 
 
 Interest expense
 
95,699

 
126,157

 
101,643

 
103,897

 
120,951

 Depreciation and amortization
 
210,788

 
219,222

 
240,073

 
225,965

 
159,483

Provision for income and franchise taxes
 
1,854

 
1,408

 
1,994

 
2,788

 
1,123

 Proportionate share of adjustments for unconsolidated entities
 
2,661

 
3,402

 
3,433

 
3,453

 
2,096

 EBITDA
 
$
280,395

 
$
267,731

 
$
58,010

 
$
289,979

 
$
(12,565
)
 Management adjustments:
 
 
 
 
 
 
 
 
 
 
 Loss on held for sale assets and disposition of real estate, net
 
31,368

 
1,263

 
256,894

 
1,269

 
17,605

 Impairments
 

 
96,692

 
2,299

 
1,556

 

 Acquisition related
 
1,723

 
853

 
13,998

 
7,201

 
13,417

 Merger and other non-routine transactions
 
16,423

 
25,139

 
7,613

 
5,999

 
159,794

 Equity-based compensation
 
402

 
(3,997
)
 
2,086

 
3,575

 
20,640

 Gain on sale and unrealized gains of investment securities
 
(233
)
 

 
(6,357
)
 

 

 Loss (gain) on derivative instruments, net
 
1,028

 
172

 
17,484

 
(14,207
)
 
7,121

 Amortization of below-market lease liabilities, net of amortization of above-market lease assets
 
1,007

 
1,475

 
1,934

 
2,103

 
388

 (Gain) loss on early extinguishment of debt and forgiveness of debt, net
 
(5,302
)
 
605

 
5,396

 
6,469

 
9,399

 Net direct financing lease adjustments
 
495

 
448

 
620

 
137

 
390

 Straight-line rent
 
(19,107
)
 
(25,367
)
 
(24,871
)
 
(17,413
)
 
(7,520
)
Legal settlement and insurance proceeds
 
(1,250
)
 
(60,720
)
 
(3,275
)
 

 

 Proportionate share of adjustments for unconsolidated entities
 
(254
)
 
1,086

 
1,276

 
437

 
266

Normalized EBITDA
 
$
306,695

 
$
305,380

 
$
333,107

 
$
287,105

 
$
208,935


13



AMERICAN REALTY CAPITAL PROPERTIES, INC.
SEGMENT REPORTING - EBITDA AND NORMALIZED EBITDA
(Cole Capital Segment)
(Unaudited, in thousands, except for share and per share data)

 
 
Three Months Ended
 
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
Revenue
 
$
27,494

 
$
52,282

 
$
59,797

 
$
37,222

 
$
54,257

Less: total operating expenses
 
28,579

 
360,241

 
57,759

 
55,300

 
70,130

Operating (loss) income
 
(1,085
)
 
(307,959
)
 
2,038

 
(18,078
)
 
(15,873
)
Total other income
 
1,219

 
2,011

 
179

 
110

 
16

Income (loss) before income and franchise taxes
 
134

 
(305,948
)
 
2,217

 
(17,968
)
 
(15,857
)
(Provision for) benefit from income and franchise taxes
 
(220
)
 
27,979

 
(1,131
)
 
7,494

 
6,235

 Net (loss) income
 
(86
)
 
(277,969
)
 
1,086

 
(10,474
)
 
(9,622
)
 Adjustments:
 
 
 
 
 
 
 
 
 
 
 Depreciation and amortization
 
8,353

 
7,050

 
25,077

 
24,774

 
14,359

Provision for (benefit from) income taxes
 
220

 
(27,979
)
 
1,131

 
(7,494
)
 
(6,235
)
 EBITDA
 
8,487

 
(298,898
)
 
27,294

 
6,806

 
(1,498
)
 Management adjustments:
 
 
 
 
 
 
 
 
 
 
 Impairments
 

 
309,444

 

 

 

 Acquisition related
 
459

 
3,362

 

 

 

 Merger and other non-routine transactions
 

 
23

 
19

 
1,423

 
504

 Equity-based compensation
 
416

 
3,017

 
3,455

 
2,115

 
934

 Normalized EBITDA
 
$
9,362

 
$
16,948

 
$
30,768

 
$
10,344

 
$
(60
)


14



AMERICAN REALTY CAPITAL PROPERTIES, INC.
SEGMENT REPORTING - FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(REI Segment)
(Unaudited, in thousands, except for share and per share data)
 
 
Three Months Ended
 
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
Net loss
 
$
(30,607
)
 
$
(82,458
)
 
$
(289,133
)
 
$
(46,124
)
 
$
(296,218
)
Dividends on non-convertible preferred stock
 
(17,973
)
 
(17,973
)
 
(17,974
)
 
(17,773
)
 
(17,374
)
Loss on held for sale assets and disposition of real estate, net
 
31,368

 
1,263

 
256,894

 
1,269

 
17,605

Depreciation and amortization of real estate assets
 
210,770

 
219,080

 
240,046

 
225,940

 
159,461

Impairment of real estate
 

 
96,692

 
2,299

 
1,556

 

Proportionate share of adjustments for unconsolidated entities
 
1,558

 
2,540

 
2,580

 
2,573

 
1,344

 FFO
 
$
195,116

 
$
219,144

 
$
194,712

 
$
167,441

 
$
(135,182
)
 
 
 
 
 
 
 
 
 
 
 
Acquisition related
 
1,723

 
853

 
13,998

 
7,201

 
13,417

Merger and other non-routine transactions
 
16,423

 
25,139

 
7,613

 
5,999

 
159,794

Legal settlement and insurance proceeds
 
(1,250
)
 
(60,720
)
 
(3,275
)
 

 

Gain on sale and unrealized gains of investment securities
 
(233
)
 

 
(6,357
)
 

 

Loss (gain) on derivative instruments, net
 
1,028

 
172

 
17,484

 
(14,207
)
 
7,121

Amortization of premiums and discounts on debt and investments
 
(3,858
)
 
11,461

 
(8,106
)
 
(4,606
)
 
(5,198
)
Amortization of below-market lease liabilities, net of amortization of above-market lease assets
 
1,007

 
1,475

 
1,934

 
2,103

 
388

Net direct financing lease adjustments
 
495

 
448

 
620

 
137

 
390

Amortization and write off of deferred financing costs
 
7,929

 
23,475

 
12,486

 
10,985

 
44,976

(Gain) loss on early extinguishment of debt and forgiveness of debt, net
 
(5,302
)
 
605

 
5,396

 
6,469

 
9,399

Straight-line rent
 
(19,107
)
 
(25,367
)
 
(24,871
)
 
(17,413
)
 
(7,520
)
 Equity-based compensation expense, net of forfeitures
 
402

 
(3,997
)
 
2,086

 
3,575

 
20,640

Other amortization and non-cash charges
 
18

 
156

 
3

 
40

 
121

Proportionate share of adjustments for unconsolidated entities
 
682

 
1,090

 
1,268

 
464

 
318

 AFFO
 
$
195,073

 
$
193,934

 
$
214,991

 
$
168,188

 
$
108,664

 
 
 
 
 
 
 
 
 
 
 
Weighted-average shares outstanding - basic
 
902,996,270

 
902,528,136

 
902,096,102

 
815,406,408

 
547,470,457

Effect of dilutive securities
 
26,157,663

 
29,629,740

 
44,970,255

 
52,613,117

 
51,151,928

Weighted-average shares outstanding - diluted
 
929,153,933

 
932,157,876

 
947,066,357

 
868,019,525

 
598,622,385

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FFO per diluted share
 
$
0.21

 
$
0.24

 
$
0.21

 
$
0.19

 
$
(0.23
)
AFFO per diluted share
 
$
0.21

 
$
0.21

 
$
0.23

 
$
0.19

 
$
0.18



15



AMERICAN REALTY CAPITAL PROPERTIES, INC.
SEGMENT REPORTING - FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(Cole Capital Segment)
(Unaudited, in thousands, except for share and per share data)
 
 
Three Months Ended
 
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
Net (loss) income
 
$
(86
)
 
$
(277,969
)
 
$
1,086

 
$
(10,474
)
 
$
(9,622
)
 FFO
 
(86
)
 
(277,969
)
 
1,086

 
(10,474
)
 
(9,622
)
 
 
 
 
 
 
 
 
 
 
 
Acquisition related
 
459

 
3,362

 

 

 

Merger and other non-routine transactions
 

 
23

 
19

 
1,423

 
504

 Impairment of intangible assets
 

 
309,444

 

 

 

 Amortization of management contracts
 
7,510

 
6,233

 
24,288

 
24,024

 
13,992

 Deferred tax benefit
 
(3,972
)
 
(33,324
)
 

 

 

Equity-based compensation expense, net of forfeitures
 
416

 
3,017

 
3,455

 
2,115

 
934

Other amortization and non-cash charges
 
735

 
739

 
710

 
658

 
300

 AFFO
 
$
5,062

 
$
11,525

 
$
29,558

 
$
17,746

 
$
6,108

 
 
 
 
 
 
 
 
 
 
 
Weighted-average shares outstanding - basic
 
902,996,270

 
902,528,136

 
902,096,102

 
815,406,408

 
547,470,457

Effect of dilutive securities
 
26,157,663

 
29,629,740

 
44,970,255

 
52,613,117

 
51,151,928

Weighted-average shares outstanding - diluted
 
929,153,933

 
932,157,876

 
947,066,357

 
868,019,525

 
598,622,385

 
 
 
 
 
 
 
 
 
 
 
FFO per diluted share
 
$

 
$
(0.30
)
 
$

 
$
(0.01
)
 
$
(0.02
)
AFFO per diluted share
 
$
0.01

 
$
0.01

 
$
0.03

 
$
0.02

 
$
0.01



16