EX-99.1 2 vereitexhibit991pressrelea.htm EXHIBIT 99.1_PRESS RELEASE Exhibit
Exhibit 99.1

FOR IMMEDIATE RELEASE

VEREIT Announces Third Quarter 2015 Operating Results
Earnings and Portfolio Metrics In-Line with Company Expectations
Announces Sale of $204 Million Red Lobster® Pool and an Additional $400 Million to Be Sold via a Strategic Partnership

Phoenix, AZ, November 5, 2015 -- VEREIT, Inc. (NYSE: VER) (“VEREIT” or the “Company”) announced today its operating results for the three months ended September 30, 2015 and progress on its business plan.

Third Quarter 2015 Consolidated Financial Results

Revenue
Consolidated revenue for the quarter ended September 30, 2015 decreased $72.1 million to $385.0 million as compared to revenue of $457.1 million for the same quarter in 2014.

Net Income
Consolidated net income for the quarter ended September 30, 2015 increased $296.1 million to $8.1 million as compared to a net loss of $(288.0) million for the same quarter in 2014.

Normalized EBITDA
Consolidated normalized EBITDA for the quarter ended September 30, 2015 decreased $56.5 million to $301.8 million as compared to normalized EBITDA of $358.3 million for the same quarter in 2014.

FFO and FFO per Diluted Common Share
Funds From Operations (“FFO”) for the quarter ended September 30, 2015 decreased $4.2 million to $191.6 million, as compared to $195.8 million for the same quarter in 2014 and FFO per diluted share remained the same at $0.21 for the quarters ended September 30, 2015 and September 30, 2014.

AFFO and AFFO per Diluted Common Share
Adjusted Funds From Operations (“AFFO”) for the quarter ended September 30, 2015 decreased $48.1 million to $196.4 million as compared to $244.5 million for the same quarter in 2014 and AFFO per diluted share decreased $0.05 to $0.21 for the quarter ended September 30, 2015, as compared to $0.26 for the same quarter in 2014.

Dividend Information
As previously announced on August 5, 2015, the Company’s Board of Directors declared a quarterly dividend of $0.1375 per share for each of the third and fourth quarters of 2015, representing an annual distribution rate of $0.55 per share. The third quarter dividend had a record date of September 30, 2015 and was paid on October 15, 2015. The fourth quarter dividend will be paid on January 15, 2016 to common stockholders of record as of December 31, 2015.

Balance Sheet and Liquidity
During the quarter, the Company paid down $190.0 million on its revolving line of credit, reducing the total amount outstanding under the revolving line of credit to $1.1 billion, leaving approximately $1.2 billion of capacity available. The Company’s credit facility is made up of its revolving line of credit and a $1.0 billion term loan.

Consolidated Financial Statistics
Consolidated Financial Statistics as of the quarter ended September 30, 2015 are as follows: Net Debt to Normalized EBITDA of 7.3x, Fixed Charge Coverage Ratio of 2.8x, Unencumbered Gross Real Estate Assets to Total Gross Assets ratio of 63.7%, Net Debt to Gross Real Estate assets of 50.3% and Weighted Average Debt Term of 4.0 years.


1


Corporate Governance
On September 29, 2015, the Company held its annual meeting of stockholders at which all seven directors nominated for election were duly elected and qualified. The slate of directors included two new independent directors: David B. Henry, Vice Chairman and Chief Executive Officer, Kimco Realty Corporation, and Eugene A. Pinover, Of Counsel, Willkie Farr & Gallagher LLP.

Management Commentary
Glenn J. Rufrano, Chief Executive Officer, stated, “The third quarter and early fourth quarter results have demonstrated that VEREIT continues to move forward.  This included the election of the reconstituted Board, solidifying our senior management team, reinstating the dividend and progress towards the implementation of our business plan. Most notably, we have completed $830 million of dispositions since the beginning of Q3 and nearly $1.2 billion for the year, which is the low end of our disposition guidance. Among those sales was a $204 million pool of Red Lobster properties, helping reduce tenant and sector portfolio exposure. We also entered into a strategic partnership with the buyer to jointly divest an additional $400 million of Red Lobster real estate in single- or multi-unit transactions. With these accomplishments, along with the overall performance of VEREIT, I am pleased with the progress we have made since April."
Third Quarter 2015 Real Estate Investment ("REI") Financial Results
Revenue
REI segment revenue for the quarter ended September 30, 2015 decreased $39.9 million to $357.4 million as compared to revenue of $397.3 million for the same quarter in 2014, mainly due to the disposition of an anchored shopping center portfolio in the fourth quarter of 2014, as well as various dispositions in 2015.

Net Income
REI segment net income for the quarter ended September 30, 2015 increased $297.8 million to $8.7 million as compared to a net loss of $(289.1) million for the same quarter in 2014, mainly due to the loss associated with the anchored shopping center portfolio sale recorded, which was considered held for sale in the quarter ended September 30, 2014.

Normalized EBITDA
REI segment normalized EBITDA for the quarter ended September 30, 2015 decreased $36.4 million to $294.7 million as compared to normalized EBITDA of $331.1 million for the same quarter in 2014, mainly due to the disposition of an anchored shopping center portfolio in the fourth quarter of 2014, as well as various dispositions in 2015.

FFO and FFO per Diluted Common Share
REI segment FFO for the quarter ended September 30, 2015 decreased $2.5 million to $192.2 million as compared to $194.7 million for the same quarter in 2014, and FFO per diluted share remained the same at $0.21 for the quarters ended September 30, 2015 and September 30, 2014.

AFFO and AFFO per Diluted Common Share
REI segment AFFO for the quarter ended September 30, 2015 decreased $23.6 million to $191.4 million as compared to $215.0 million for the same quarter in 2014, and AFFO per diluted share decreased $0.02 to $0.21 for the quarter ended September 30, 2015 as compared to $0.23 for the same quarter in 2014.

Real Estate Portfolio Update
As of September 30, 2015, the Company’s portfolio consisted of 4,572 properties with total portfolio occupancy of 98.3%, investment grade tenancy of 43.5% and a weighted-average remaining lease term of 11.1 years.

Same Store Rent Increases
During the quarter ended September 30, 2015, same store rents (3,777 properties) increased 0.9% to $248.4 million as compared to $246.2 million for the same quarter in 2014.

Property Acquisitions and Development
During the third quarter of 2015, the Company had no acquisitions. The Company capitalized $6.2 million of development costs and placed $68.7 million of assets into service at an average cap rate of 7.4%. As of September 30, 2015, build-to-suits and redevelopment programs included 14 properties with an investment to date of $17.7 million and remaining estimated investment of $7.4 million.


2


Property Dispositions
The Company sold 77 properties, including its interest in three unconsolidated joint venture properties, for approximately $393.4 million at an average cash cap rate of 6.3% during the quarter ended September 30, 2015. The gain on third quarter sales was approximately $18.9 million, excluding goodwill allocation.
Third Quarter 2015 Cole Capital® Financial Results

Revenue
Cole Capital segment revenue for the quarter ended September 30, 2015 decreased $32.3 million to $27.5 million as compared to revenue of $59.8 million for the same quarter in 2014 as a consequence of reduced capital raise and the resulting impact on transaction related revenues.

Net Loss
Cole Capital segment net loss for the quarter ended September 30, 2015 increased $1.7 million to $(0.6) million as compared to a net income of $1.1 million for the same quarter in 2014, mainly due to the decrease in net revenues and offset by the decrease in depreciation and amortization caused by the higher amortization in 2014 of the intangible assets.

Normalized EBITDA
Cole Capital segment normalized EBITDA for the quarter ended September 30, 2015 decreased $20.2 million to $7.0 million as compared to normalized EBITDA of $27.2 million for the same quarter in 2014, mainly due to the decrease in net revenues.

FFO and FFO per Diluted Common Share
Cole Capital segment FFO for the quarter ended September 30, 2015 decreased $1.7 million to $(0.6) million as compared to $1.1 million for the same quarter in 2014 and FFO per diluted share remained the same at $0.00 for the quarter ended September 30, 2015 as compared to the same quarter in 2014.

AFFO and AFFO per Diluted Common Share
Cole Capital segment AFFO for the quarter ended September 30, 2015 decreased $24.6 million to $5.0 million as compared to $29.6 million for the same quarter in 2014, and AFFO per diluted share decreased $0.02 to $0.01 per diluted share for the quarter ended September 30, 2015 as compared to $0.03 for the same quarter in 2014.

Investment Management Capital Raise
During the quarter, Cole Capital raised $100.3 million of capital on behalf of its sponsored non-traded REITs (the "Managed REITs"), including $33.7 million through the Managed REITs’ distribution reinvestment plans ("DRIP") compared to $260.8 million, including $42.8 million of DRIP proceeds, in the third quarter of 2014.

Investment Management Acquisitions
Cole Capital invested $315.3 million in 32 properties on behalf of the Cole Capital Managed REITs, compared to $1.1 billion in 228 properties in the third quarter of 2014.

Subsequent Events - Consolidated

Property Dispositions
Subsequent to September 30, 2015, the Company disposed of 56 properties for an aggregate gross sales price of $436.4 million. Notable dispositions included:
VEREIT entered into an agreement to sell a $204 million pool of Red Lobster® restaurants, consisting of 51properties, to Golden Gate Capital (“GGC”), the owner of the Red Lobster® brand, at an average cash cap rate of 7.78%. The Company also entered into a strategic partnership with GGC to market an additional $400 million of properties in single- or multi-unit dispositions. Upon sale, the properties will be released from the master lease. It is anticipated that a majority of the properties within the strategic partnership agreement will be sold in 2016.
The Company disposed of an AT&T office property in Atlanta, GA held in a joint venture for $226.2 million at a cash cap rate of 5.9%.
As of November 4, 2015, dispositions for the year totaled approximately $1.2 billion at an average cash cap rate of 6.7%, comprised of first quarter 2015 dispositions of $271.8 million at an average cash cap rate of 7.1%, second quarter 2015 dispositions of $80.5 million at an average cash cap rate of 6.5%, third quarter 2015 dispositions of $393.4 million at an average cash cap rate of 6.3% and fourth quarter dispositions to date of $436.4 million at an average cash cap rate of 6.8%.


3


Cole Capital Distribution
In October 2015, Cole Capital raised $40.1 million of capital on behalf of the Managed REITs, including $11.1 million through DRIP.

Audio Webcast Details

The live audio webcast, beginning at 11:00 a.m. ET on Thursday, November 5, 2015, is available by accessing this link:
http://ir.vereit.com/.

A replay of the webcast will be available at the link above and archived for up to 12 months following the call. Participants should log in 10-15 minutes early.

About the Company
VEREIT is a leading, full-service real estate operating company with investment management capability. VEREIT owns and actively manages a diversified portfolio of retail, restaurant, office and industrial real estate assets with a total asset book value of $18.7 billion including 4,572 properties totaling approximately 100.9 million square feet. Additionally, VEREIT manages $6.6 billion of gross real estate investments on behalf of the Cole Capital® non-traded REITs. VEREIT is a publicly traded Maryland corporation listed on the New York Stock Exchange. Additional information about VEREIT can be found on its website at www.VEREIT.com. VEREIT may disseminate important information regarding it and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.



Media Contacts
Parke Chapman
Rubenstein Associates
212.843.8489 | pchapman@rubenstein.com

John Bacon, Senior Vice President, Corporate Communications
VEREIT                    
602.778.6057 | JBacon@VEREIT.com    
        
Investor Contact
Bonni Rosen, Director, Investor Relations                
VEREIT            
877.405.2653 | BRosen@VEREIT.com



4


Definitions
Descriptions of FFO, AFFO, EBITDA and Normalized EBITDA are provided below. Refer to pages 10 through 18 for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure and the calculations of our Fixed Charge Coverage Ratio, Net Debt to Normalized EBITDA Annualized Ratio, Net Debt Leverage Ratio and Unencumbered Asset Ratio.
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 the 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 the Company. AFFO, as defined by the Company, excludes from FFO non-routine 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 intangibles, straight-line rental revenue, unrealized gains or losses on derivatives, equity-based compensation and amortization of intangibles, deferred financing costs, above-market lease assets and below-market lease liabilities. 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. 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 the 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.

5



EBITDA and Normalized EBITDA
Normalized EBITDA as disclosed represents EBITDA, or earnings before interest, taxes, depreciation and amortization, modified to exclude non-routine 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 assets, straight-line rental revenue, unrealized gains or losses on derivatives, write-off of program development costs, and amortization of intangibles, deferred financing costs, above-market lease assets and below-market lease liabilities. 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.

6


Forward Looking Statements
Information set forth herein (including information included or incorporated by reference herein) contains “forward-looking statements” (within the meaning of section 27A of the Securities Act of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect VEREIT’s 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 VEREIT’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 VEREIT’s control. If a change occurs, VEREIT’s business, financial condition, liquidity and results of operations may vary materially from those expressed in its forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: VEREIT’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts; the developments disclosed herein; VEREIT’s ability to execute on and realize success from its business plan; the inability to successfully market restaurant properties in its partnership with GGC; the inability to pay the fourth quarter dividend with cash from operations; VEREIT’s ability to meet its 2015 guidance; the unpredictability of the business plans and financial condition of VEREIT’s tenants; the impact of impairment charges in respect of certain of VEREIT’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 VEREIT’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website at www.sec.gov. VEREIT 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.

7



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data) (Unaudited)

 
 
September 30, 2015
 
December 31, 2014
ASSETS
 
 
 
 
Real estate investments, at cost:
 
 
 
 
Land
 
$
3,257,396

 
$
3,472,298

Buildings, fixtures and improvements
 
11,615,474

 
12,307,758

Land and construction in progress
 
37,356

 
77,450

Intangible lease assets
 
2,313,369

 
2,435,054

Total real estate investments, at cost
 
17,223,595

 
18,292,560

Less: accumulated depreciation and amortization
 
1,595,667

 
1,034,122

Total real estate investments, net
 
15,627,928

 
17,258,438

Investment in unconsolidated entities
 
57,247

 
98,053

Investment in direct financing leases, net
 
49,244

 
56,076

Investment securities, at fair value
 
54,455

 
58,646

Loans held for investment, net
 
40,002

 
42,106

Cash and cash equivalents
 
171,659

 
416,711

Restricted cash
 
47,775

 
62,651

Intangible assets, net
 
127,835

 
150,359

Deferred costs and other assets, net
 
385,806

 
389,922

Goodwill
 
1,828,005

 
1,894,794

Due from affiliates
 
66,981

 
86,122

Real estate assets held for sale, net
 
247,951

 
1,261

Total assets
 
$
18,704,888

 
$
20,515,139

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Mortgage notes payable and other debt, net
 
$
3,210,413

 
$
3,805,761

Corporate bonds, net
 
2,547,059

 
2,546,499

Convertible debt, net
 
981,031

 
977,521

Credit facility
 
2,110,000

 
3,184,000

Below-market lease liabilities, net
 
264,232

 
317,838

Accounts payable and accrued expenses
 
164,204

 
163,025

Deferred rent, derivative and other liabilities
 
114,343

 
127,611

Distributions payable
 
137,647

 
9,995

Due to affiliates
 
241

 
559

Mortgage notes payable associated with assets held for sale
 
118,493

 

Total liabilities
 
9,647,663

 
11,132,809

Commitments and contingencies (Note 14)
 

 

Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,834,138 issued and outstanding as of each of September 30, 2015 and December 31, 2014
 
428

 
428

Common stock, $0.01 par value, 1,500,000,000 shares authorized and 904,960,234 and 905,530,431 issued and outstanding as of September, 30, 2015 and December 31, 2014, respectively
 
9,050

 
9,055

Additional paid-in-capital
 
11,928,184

 
11,920,253

Accumulated other comprehensive (loss) income
 
(9,806
)
 
2,728

Accumulated deficit
 
(3,085,906
)
 
(2,778,576
)
Total stockholders’ equity
 
8,841,950

 
9,153,888

Non-controlling interests
 
215,275

 
228,442

Total equity
 
9,057,225

 
9,382,330

Total liabilities and equity
 
$
18,704,888

 
$
20,515,139



8



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data) (Unaudited)

 
 
Three Months Ended September 30,
 
 
2015
 
2014
Revenues:
 
 
 
 
Rental income
 
$
333,766

 
$
365,712

Direct financing lease income
 
659

 
625

Operating expense reimbursements
 
22,983

 
30,984

Cole Capital revenue
 
27,546

 
59,797

Total revenues
 
384,954

 
457,118

Operating expenses:
 
 
 
 
Cole Capital reallowed fees and commissions
 
3,896

 
15,398

Acquisition related (1)
 
1,764

 
13,998

Merger and other non-routine transactions (2)
 
8,957

 
7,632

Property operating
 
31,950

 
40,977

General and administrative (3)
 
32,842

 
30,213

Depreciation and amortization
 
208,542

 
265,150

Impairments
 

 
2,299

Total operating expenses
 
287,951

 
375,667

Operating income (loss)
 
97,003

 
81,451

Other (expense) income:
 
 
 
 
Interest expense, net
 
(89,530
)
 
(101,643
)
Extinguishment and forgiveness of debt, net
 

 
(5,396
)
Other income, net
 
3,401

 
8,687

Gain on disposition of interest in joint venture
 
6,729

 

Loss on derivative instruments, net
 
(1,420
)
 
(17,484
)
Gain on sale of investments
 

 
6,357

Total other expenses, net
 
(80,820
)
 
(109,479
)
Income (loss) before income and franchise taxes and loss on disposition of real estate and held for sale assets
 
16,183

 
(28,028
)
Loss on disposition of real estate and held for sale
assets, net
 
(6,542
)
 
(256,894
)
Income (loss) before income and franchise taxes
 
9,641

 
(284,922
)
(Provision for) benefit from income and franchise taxes
 
(1,500
)
 
(3,125
)
Net income (loss)
 
8,141

 
(288,047
)
Net (income) loss attributable to non-controlling interests
 
(612
)
 
7,649

Net income (loss) attributable to the Company
 
$
7,529

 
$
(280,398
)
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders
 
$
(0.01
)
 
$
(0.35
)
Distributions declared per common share
 
$
0.14

 
$
0.25



9



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED EBITDA AND NORMALIZED EBITDA
(In thousands, except for per share data) (Unaudited)

 
 
Three Months Ended
 
 
September 30, 2015
 
September 30, 2014
 Net income (loss)
 
$
8,141

 
$
(288,047
)
 Adjustments:
 
 
 
 
Interest expense
 
89,530

 
101,643

Depreciation and amortization
 
208,542

 
265,150

Provision for (benefit from) income and franchise taxes
 
1,500

 
3,125

Proportionate share of adjustments for unconsolidated entities
 
2,554

 
3,433

 EBITDA
 
$
310,267

 
$
85,304

(Gain) loss on disposition of real estate assets, including joint ventures, net
 
(187
)
 
256,894

Impairments
 

 
2,299

Acquisition related expenses
 
1,764

 
13,998

Merger and other non-routine transactions
 
8,957

 
7,632

(Gain) loss on sale and unrealized gains of investment securities
 
(4
)
 
(6,357
)
Loss (gain) on derivative instruments, net
 
1,420

 
17,484

Amortization of below-market lease liabilities, net of amortization of above-market lease assets
 
1,152

 
1,934

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

 
5,396

Net direct financing lease adjustments
 
507

 
620

Straight-line rent
 
(21,705
)
 
(24,871
)
Legal settlement and insurance proceeds
 
(925
)
 
(3,275
)
Other amortization and non-cash charges
 
(82
)
 
(33
)
 Proportionate share of adjustments for unconsolidated entities
 
608

 
1,276

Normalized EBITDA
 
$
301,772

 
$
358,301



10



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(In thousands, except for per share data) (Unaudited)

 
 
Three Months Ended
 
 
September 30, 2015
 
September 30, 2014
Net income (loss)
 
$
8,141

 
$
(288,047
)
Dividends on non-convertible preferred stock
 
(17,974
)
 
(17,974
)
(Gain) loss on disposition of real estate assets, including joint ventures, net
 
(187
)
 
256,894

Depreciation and amortization of real estate assets
 
200,159

 
240,046

Impairment of real estate assets
 

 
2,299

Proportionate share of adjustments for unconsolidated entities
 
1,423

 
2,580

 FFO
 
$
191,562

 
$
195,798

 
 
 
 
 
Acquisition related expenses
 
1,764

 
13,998

Merger and other non-routine transactions
 
8,957

 
7,632

Legal settlements and insurance proceeds
 
(925
)
 
(3,275
)
(Gain) loss on sale and unrealized gains of investment securities
 
(4
)
 
(6,357
)
Loss (gain) on derivative instruments, net
 
1,420

 
17,484

Amortization of premiums and discounts on debt and investments, net
 
(4,920
)
 
(8,106
)
Amortization of below-market lease liabilities, net of amortization of above-market lease assets
 
1,152

 
1,934

Net direct financing lease adjustments
 
507

 
620

Amortization and write-off of deferred financing costs
 
11,320

 
12,486

Amortization of management contracts
 
7,510

 
24,288

Deferred tax benefit(1)
 
(5,701
)
 

Extinguishment of debt and forgiveness of debt, net
 

 
5,396

Straight-line rent
 
(21,705
)
 
(24,871
)
Equity-based compensation expense, net of forfeiture(2)
 
4,016

 
5,541

Other amortization and non-cash charges
 
781

 
713

Proportionate share of adjustments for unconsolidated entities
 
694

 
1,268

 AFFO
 
$
196,428

 
$
244,549

 
 
 
 
 
Weighted-average shares outstanding - basic
 
903,461,323

 
902,096,102

Effect of dilutive securities (3)
 
25,995,886

 
44,970,255

Weighted-average shares outstanding - diluted(4)
 
929,457,209

 
947,066,357

 
 
 
 
 
FFO per diluted share
 
$
0.21

 
$
0.21

AFFO per diluted share
 
$
0.21

 
$
0.26



11



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
FINANCIAL AND OPERATIONS STATISTICS AND RATIOS
(Dollars in thousands) (Unaudited)

 
 
Three Months Ended
 
 
September 30, 2015
Interest expense
 
$
83,140

Secured debt principal amortization
 
6,089

Dividends attributable to preferred shares 
 
17,974

Total fixed charges
 
107,203

Normalized EBITDA
 
301,772

Fixed charge coverage ratio
 
2.81x

 
 
 
 
 
September 30,
2015
Total Debt
 
$
8,928,412

Less: cash and cash equivalents
 
171,659

Net Debt
 
8,756,753

Normalized EBITDA annualized
 
1,207,088

Net Debt to Normalized EBITDA annualized ratio
 
7.25x

 
 
 
Net Debt
 
$
8,756,753

Gross Real Estate Investments
 
17,392,001

Net Debt leverage ratio
 
50.3
%
 
 
 
Unencumbered Gross Real Estate Investments
 
$
11,085,546

Gross Real Estate Investments
 
17,392,001

Unencumbered asset ratio
 
63.7
%

12



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
SEGMENT REPORTING - STATEMENTS OF OPERATIONS
(REI Segment)
(In thousands, except for per share data) (Unaudited)

 
 
Three Months Ended
 
 
September 30, 2015
 
September 30, 2014
Revenues:
 
 
 
 
Rental income
 
$
333,766

 
$
365,712

Direct financing lease income
 
659

 
625

Operating expense reimbursements
 
22,983

 
30,984

Total real estate investment revenues
 
357,408

 
397,321

Operating expenses:
 
 
 
 
Acquisition related
 
1,690

 
13,998

Merger and other non-routine transactions
 
8,957

 
7,613

Property operating
 
31,950

 
40,977

General and administrative
 
15,848

 
12,948

Depreciation and amortization
 
200,158

 
240,073

Impairment of real estate
 

 
2,299

Total operating expenses
 
258,603

 
317,908

Operating income (loss)
 
98,805

 
79,413

Other (expense) income:
 
 
 
 
Interest expense, net
 
(89,530
)
 
(101,643
)
Extinguishment and forgiveness of debt, net
 

 
(5,396
)
Other income, net
 
2,936

 
8,508

Gain on disposition of joint venture interest
 
6,729

 

(Loss) gain on derivative instruments, net
 
(1,420
)
 
(17,484
)
Gain on sale of investments
 

 
6,357

Total other expenses, net
 
(81,285
)
 
(109,658
)
Income (loss) before income and franchise taxes and loss on disposition of real estate and held for sale assets
 
17,520

 
(30,245
)
Loss on disposition of real estate and held for sale assets, net
 
(6,542
)
 
(256,894
)
Income (loss) before income and franchise taxes
 
10,978

 
(287,139
)
Provision for income and franchise taxes
 
(2,238
)
 
(1,994
)
Net income (loss)
 
$
8,740

 
$
(289,133
)


13



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
SEGMENT REPORTING - STATEMENTS OF OPERATIONS
(Cole Capital Segment)
(In thousands, except for per share data) (Unaudited)

 
Three Months Ended
 
 
September 30, 2015
 
September 30, 2014
Revenues:
 
 
 
 
Offering-related fees and reimbursements
 
$
5,850

 
$
21,535

 Transaction service fees and reimbursements
 
7,400

 
24,423

 Management fees and reimbursements
 
14,296

 
13,839

Total Cole Capital revenues
 
27,546

 
59,797

Operating Expenses:
 
 
 
 
 Cole Capital reallowed fees and commissions
 
3,896

 
15,398

 Acquisition related
 
74

 

 Merger and other non-routine transaction related
 

 
19

 General and administrative
 
16,994

 
17,265

 Depreciation and amortization
 
8,384

 
25,077

 Total operating expenses
 
29,348

 
57,759

Operating (loss) income
 
(1,802
)
 
2,038

 Total other income, net
 
465

 
179

(Loss) income before income and franchise taxes
 
(1,337
)
 
2,217

 Benefit from (provision for) income and franchise taxes
 
738

 
(1,131
)
 Net (loss) income
 
$
(599
)
 
$
1,086



14



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
SEGMENT REPORTING - EBITDA AND NORMALIZED EBITDA
(REI Segment)
(In thousands, except for per share data) (Unaudited)

 
 
Three Months Ended
 
 
September 30, 2015
 
September 30, 2014
 Net income (loss)
 
$
8,740

 
$
(289,133
)
 Adjustments:
 
 
 
 
Interest expense
 
89,530

 
101,643

Depreciation and amortization
 
200,158

 
240,073

Provision for income and franchise taxes
 
2,238

 
1,994

Proportionate share of adjustments for unconsolidated entities
 
2,554

 
3,433

 EBITDA
 
$
303,220

 
$
58,010

(Gain) loss on disposition of real estate assets, including joint ventures, net
 
(187
)
 
256,894

Impairment of real estate assets
 

 
2,299

Acquisition related expenses
 
1,690

 
13,998

Merger and other non-routine transactions
 
8,957

 
7,613

(Gain) loss on sale and unrealized gains of investment securities
 
(4
)
 
(6,357
)
Loss (gain) on derivative instruments, net
 
1,420

 
17,484

Amortization of below-market lease liabilities, net of amortization of above-market lease assets
 
1,152

 
1,934

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

 
5,396

Net direct financing lease adjustments
 
507

 
620

Straight-line rent
 
(21,705
)
 
(24,871
)
Legal settlement and insurance proceeds
 
(925
)
 
(3,275
)
Other amortization and non-cash charges
 
10

 
46

 Proportionate share of adjustments for unconsolidated entities
 
608

 
1,276

Normalized EBITDA
 
$
294,743

 
$
331,067


15



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
SEGMENT REPORTING - EBITDA AND NORMALIZED EBITDA
(Cole Capital Segment)
(In thousands, except for per share data) (Unaudited)

 
Three Months Ended
 
September 30, 2015
 
September 30, 2014
Net loss
(599
)
 
1,086

Adjustments:
 
 
 
Depreciation and amortization
8,384

 
25,077

Provision for (benefit from) income taxes
(738
)
 
1,131

EBITDA
$
7,047

 
$
27,294

Management adjustments:
 
 
 
Acquisition related
74

 

Merger and other non-routine transactions

 
19

Other amortization and non-cash charges
(92
)
 
(79
)
Normalized EBITDA
$
7,029

 
$
27,234


16



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
SEGMENT REPORTING - FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(REI Segment)
(In thousands, except for per share data) (Unaudited)

 
 
Three Months Ended
 
 
September 30, 2015
 
September 30, 2014
Net income (loss)
 
$
8,740

 
$
(289,133
)
Dividends on non-convertible preferred stock
 
(17,974
)
 
(17,974
)
(Gain) loss on disposition of real estate assets, including joint ventures, net
 
(187
)
 
256,894

Depreciation and amortization of real estate assets
 
200,159

 
240,046

Impairment of real estate
 

 
2,299

Proportionate share of adjustments for unconsolidated entities
 
1,423

 
2,580

 FFO
 
$
192,161

 
$
194,712

 
 
 
 
 
Acquisition related expenses
 
1,690

 
13,998

Merger and other non-routine transactions
 
8,957

 
7,613

Legal settlement and insurance proceeds
 
(925
)
 
(3,275
)
(Gain) loss on sale and unrealized gains of investment securities
 
(4
)
 
(6,357
)
Loss (gain) on derivative instruments, net
 
1,420

 
17,484

Amortization of premiums and discounts on debt and investments, net
 
(4,920
)
 
(8,106
)
Amortization of below-market lease liabilities, net of amortization of above-market lease assets
 
1,152

 
1,934

Net direct financing lease adjustments
 
507

 
620

Amortization and write-off of deferred financing costs
 
11,320

 
12,486

Extinguishment of debt and forgiveness of debt, net
 

 
5,396

Straight-line rent
 
(21,705
)
 
(24,871
)
Equity-based compensation expense, net of forfeitures (1)
 
1,073

 
2,086

Other amortization and non-cash charges
 
(1
)
 
3

Proportionate share of adjustments for unconsolidated entities
 
694

 
1,268

 AFFO
 
$
191,419

 
$
214,991

 
 
 
 
 
Weighted-average shares outstanding - basic
 
903,461,323

 
902,096,102

Effect of dilutive securities (2)
 
25,995,886

 
44,970,255

Weighted-average shares outstanding - diluted (3)
 
929,457,209

 
947,066,357

 
 
 
 
 
FFO per diluted share
 
$
0.21

 
$
0.21

AFFO per diluted share
 
$
0.21

 
$
0.23



17



VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
SEGMENT REPORTING - FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(Cole Capital Segment)
(In thousands, except for per share data) (Unaudited)


 
 
Three Months Ended
 
 
September 30, 2015
 
September 30, 2014
Net (loss) income
 
$
(599
)
 
$
1,086

 FFO
 
(599
)
 
1,086

 
 
 
 
 
Acquisition related expenses
 
74

 

Merger and other non-routine transactions
 

 
19

 Amortization of management contracts
 
7,510

 
24,288

 Deferred tax benefit (1)
 
(5,701
)
 

Equity-based compensation expense, net of forfeitures (2)
 
2,943

 
3,455

Other amortization and non-cash charges
 
782

 
710

 AFFO
 
$
5,009

 
$
29,558

 
 
 
 
 
Weighted-average shares outstanding - basic
 
903,461,323

 
902,096,102

Effect of dilutive securities (3)
 
25,995,886

 
44,970,255

Weighted-average shares outstanding - diluted (4)
 
929,457,209

 
947,066,357

 
 
 
 
 
FFO per diluted share
 
$

 
$

AFFO per diluted share
 
$
0.01

 
$
0.03





18