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

vreitlogojpega02.jpg
FOR IMMEDIATE RELEASE

VEREIT® Announces Fourth Quarter and Full Year 2016 Operating Results
Exceeded Business Plan Disposition Targets with $2.6 Billion of Sales since 2015
Issued $1.0 Billion of Senior Notes and $702.5 Million of Equity; Significantly Improved Balance Sheet
Received Investment-Grade Ratings on Debt from Two Rating Agencies



Phoenix, AZ, February 23, 2017-- VEREIT, Inc. (NYSE: VER) (“VEREIT” or the “Company”) announced today its operating results for the three months and full year ending December 31, 2016, as well as progress on its business plan.

2016 Highlights
•
Net Loss of $200.8 million and Net Loss per diluted share of $0.29
•
Achieved $0.78 AFFO per diluted share, within the 2016 guidance range of $0.75 - $0.78
•
Completed $1.14 billion in dispositions and $100.2 million of acquisitions
•
Decreased Debt from $8.1 billion to $6.4 billion and Net Debt from $8.0 billion to $6.1 billion
•
Reduced Net Debt to Normalized EBITDA from 7.0x to 5.7x since the beginning of 2016
•
Issued $1.0 billion of senior notes and completed $702.5 million common stock offering; prepaid the Company’s senior notes due February 2017
•
Credit rating updates:
◦
S&P raised its corporate credit rating of VEREIT to 'BB+' and the rating on corporate debt to 'BBB-'
◦
Fitch issued VEREIT a first time investment grade rating of ‘BBB-‘
◦
Moody’s affirmed the ‘Ba1’ credit rating of VEREIT and revised the outlook to ‘positive’
•
Cole Capital® raised $487.2 million of new equity capital


Fourth Quarter and Full Year 2016 Consolidated Financial Results

Revenue
Consolidated revenue for the quarter ended December 31, 2016 decreased $31.5 million to $351.9 million as compared to revenue of $383.4 million for the same quarter in 2015. Consolidated revenue for 2016 decreased $0.1 billion to $1.5 billion as compared to revenue of $1.6 billion for 2015.

Net (Loss) Income and Net (Loss) Income Attributable to Common Stockholders and Limited Partners per Diluted Share
Consolidated net loss for the quarter ended December 31, 2016 decreased $74.0 million to a net loss of $118.2 million as compared to net loss of $192.2 million for the same quarter in 2015, and net loss per diluted share decreased $0.09 to $0.14 for the quarter ended December 31, 2016, as compared to a net loss per diluted share of $0.23 for the same quarter in 2015. Consolidated net loss for 2016 decreased $122.7 million to $200.8 million as compared to a net loss of $323.5 million in 2015. Net loss per diluted share decreased $0.14 to $0.29 for 2016, as compared to a net loss per diluted share of $0.43 for 2015.

Normalized EBITDA
Consolidated normalized EBITDA for the quarter ended December 31, 2016 decreased $15.3 million to $271.4 million as compared to normalized EBITDA of $286.7 million for the same quarter in 2015. Normalized EBITDA for 2016 decreased $0.1 billion to $1.1 billion as compared to $1.2 billion in 2015.


1

Funds From Operations Attributable to Common Stockholders and Limited Partners (“FFO”) and FFO per Diluted Share
FFO for the quarter ended December 31, 2016 increased $48.9 million to $53.5 million, as compared to $4.6 million for the same quarter in 2015, and FFO per diluted share increased $0.05 to $0.05 for the quarter ended December 31, 2016, as compared to $0.00 for the same quarter in 2015. FFO for 2016 increased $28.2 million to $613.4 million, as compared to $585.2 million for 2015, and FFO per diluted share for 2016 increased $0.01 to $0.64, as compared to $0.63 for 2015.

Adjusted FFO Attributable to Common Stockholders and Limited Partners (“AFFO”) and AFFO per Diluted Share
AFFO for the quarter ended December 31, 2016 decreased $12.6 million to $170.6 million, as compared to $183.2 million for the same quarter in 2015, and AFFO per diluted share decreased $0.03 to $0.17 for the quarter ended December 31, 2016, as compared to $0.20 for the same quarter in 2015. AFFO for 2016 decreased $40.6 million to $741.5 million, as compared to $782.1 million for 2015, and AFFO per diluted share for 2016 decreased $0.06 to $0.78, as compared to $0.84 for 2015.

Common Stock Dividend Information
On February 22, 2017, the Company’s Board of Directors declared a quarterly dividend of $0.1375 per share for the first quarter of 2017, representing an annual distribution rate of $0.55 per share. The dividend will be paid on April 17, 2017 to common stockholders of record as of March 31, 2017.

Balance Sheet and Liquidity
At the end of the quarter, the Company had $2.3 billion of capacity remaining under its $2.8 billion credit facility. The credit facility is made up of a $500.0 million term loan and a revolving line of credit, which was fully undrawn.

2017 Guidance
The Company expects its 2017 AFFO per diluted share to be in a range between $0.70 and $0.73. This guidance assumes dispositions and acquisitions each totaling $450 million to $600 million at an average cash cap rate of 6.5% to 7.5%, real estate operations with average occupancy of approximately 98.0% and same-store rental growth approximating 0.5%. The guidance range also assumes Cole Capital will contribute $0.02 to $0.03 of AFFO per diluted share, including 2017 capital raise of $400 million to $500 million, excluding the Cole REITs’ distribution reinvestment plans (“DRIP”) proceeds, and Cole acquisitions of $800 million to $1.0 billion.

The Company also expects to target balance sheet net debt to normalized EBITDA between 5.7x and 6.0x.

Consolidated Financial Statistics
Consolidated Financial Statistics as of the quarter ended December 31, 2016 are as follows: Net Debt to Normalized EBITDA of 5.7x, Fixed Charge Coverage Ratio of 2.9x, Unencumbered Gross Real Estate Assets to Total Gross Assets ratio of 66.4%, Net Debt to Gross Real Estate Assets of 39.6% and Weighted Average Debt Term of 4.4 years.

Management Commentary
Glenn J. Rufrano, Chief Executive Officer, stated, “By the end of 2016, we had substantially achieved the core components of our August 2015 business plan, exceeding expectations in many areas. Our successful execution created a more diversified portfolio, a stronger balance sheet, a healthier Cole Capital and a stable dividend. These efforts were rewarded with investment-grade ratings on our debt and the ability to acquire quality assets in the fourth quarter,” stated Glenn J. Rufrano, Chief Executive Officer. “In 2017, we will continue to focus on providing a safe balance sheet along with a diversified portfolio through strategic dispositions and leverage neutral acquisitions.”

Fourth Quarter and Full Year 2016 Real Estate Investment (“REI”) Financial Results
Revenue
REI segment revenue for the quarter ended December 31, 2016 decreased $22.8 million to $327.3 million as compared to revenue of $350.1 million for the same quarter in 2015, primarily due to 2016 dispositions. Revenue for 2016 decreased $0.1 billion to $1.3 billion as compared to $1.4 billion in 2015, primarily due to 2015 and 2016 dispositions.


2

Net Income (Loss)
REI segment net income for the quarter ended December 31, 2016 increased $20.0 million to $14.0 million as compared to a net loss of $6.0 million for the same quarter in 2015, primarily due to lower interest expense, a smaller loss on disposition of real estate and a reserve taken for a note receivable in the fourth quarter of 2015 offset by lower operating income in the fourth quarter of 2016. Net loss for 2016 decreased $66.7 million to $69.4 million as compared to a net loss of $136.1 million in 2015, primarily due to lower interest expense, a gain on disposition of real estate in 2016 versus a loss on disposition of real estate in 2015 and a reserve taken for a note receivable in 2015 offset by lower operating income in 2016.

Normalized EBITDA
REI segment normalized EBITDA for the quarter ended December 31, 2016 decreased $11.9 million to $268.9 million as compared to normalized EBITDA of $280.8 million for the same quarter in 2015, primarily due to 2016 dispositions. Normalized EBITDA for 2016 decreased $0.1 billion to $1.1 billion as compared to $1.2 billion in 2015, primarily due to 2015 and 2016 dispositions.

FFO and FFO per Diluted Share
REI segment FFO for the quarter ended December 31, 2016 decreased $5.1 million to $185.8 million, as compared to $190.9 million for the same quarter in 2015, and FFO per diluted share decreased $0.02 to $0.19 for the quarter ended December 31, 2016, as compared to $0.21 for the same quarter in 2015. FFO for 2016 decreased $27.7 million to $744.9 million, as compared to $772.6 million for 2015, and FFO per diluted share for 2016 decreased $0.05 to $0.78, as compared to $0.83 for 2015.

AFFO and AFFO per Diluted Share
REI segment AFFO for the quarter ended December 31, 2016 decreased $7.5 million to $179.8 million, as compared to $187.3 million for the same quarter in 2015, and AFFO per diluted share decreased $0.02 to $0.18 for the quarter ended December 31, 2016, as compared to $0.20 for the same quarter in 2015. AFFO for 2016 decreased $43.9 million to $725.3 million, as compared to $769.2 million for 2015, and AFFO per diluted share for 2016 decreased $0.07 to $0.76, as compared to $0.83 for 2015.

Real Estate Portfolio Update
As of December 31, 2016, the Company’s portfolio consisted of 4,142 properties with total portfolio occupancy of 98.3%, investment grade tenancy of 41.2% and a weighted-average remaining lease term of 9.9 years.

Same-Store Rent Increases
During the quarter ended December 31, 2016, same-store rents (4,119 properties) increased 0.1% as compared to the same quarter in 2015. Excluding the impact of the bankruptcy filing of Ovation Brands, Inc., same store rental revenue increased 0.8%, during the quarter ended December 31, 2016, as compared to the same quarter in 2015.

Property Dispositions
During the quarter ended December 31, 2016, the Company disposed of 78 properties for approximately $394.9 million at an average cash cap rate of 7.4%, including $86.9 million in net sales of Red Lobster restaurants. The gain on fourth quarter sales was approximately $17.7 million, excluding goodwill allocation.

During 2016, the Company disposed of 302 properties for approximately $1.14 billion at a weighted average cash cap rate of 6.9%, including $246.5 million in net sales of Red Lobster restaurants. The gain on 2016 sales was approximately $108.0 million, excluding goodwill allocation.

Property Acquisitions
During the fourth quarter of 2016, the Company acquired seven properties for approximately $80.2 million at an average cash cap rate of 6.7%.
During 2016, the Company acquired eight properties for approximately $100.2 million at an average cash cap rate of 6.8%.


Fourth Quarter and Full Year 2016 Cole Capital® Financial Results

Revenue
Cole Capital segment revenue for the quarter ended December 31, 2016 decreased $8.7 million to $24.6 million, as compared to revenue of $33.3 million for the same quarter in 2015, primarily due to lower transaction and offering related revenue associated with lower capital raise during the fourth quarter of 2016. Revenue for 2016 increased $4.5 million to $119.4 million, as compared to $114.9 million in 2015, primarily due to an increase in offering and advisory related fees as a consequence of increased capital raise offset by a decrease in transaction related revenue.

3


Net Income (Loss)
Cole Capital segment net loss for the quarter ended December 31, 2016 decreased $54.1 million to $132.2 million, as compared to a net loss of $186.3 million for the same quarter in 2015, primarily due to the lower goodwill impairment charge, no intangible asset impairment charge, partially offset by a reduction of the tax benefit in the fourth quarter of 2016. Net Loss for 2016 decreased $55.9 million to $131.5 million, as compared to $187.4 million in 2015, primarily due to the lower goodwill impairment charge, no intangible asset impairment charge, partially offset by a reduction of the tax benefit in 2016.

Normalized EBITDA
Cole Capital segment normalized EBITDA for the quarter ended December 31, 2016 decreased $3.5 million to $2.4 million, as compared to normalized EBITDA of $5.9 million for the same quarter in 2015, primarily due to the decrease in net revenue in the fourth quarter of 2016. Normalized EBITDA for 2016 decreased $2.2 million to $25.5 million, as compared to $27.7 million in 2015, primarily due to the decrease in net revenue in 2016.

FFO and FFO per Diluted Share
Cole Capital segment FFO for the quarter ended December 31, 2016 increased $54.1 million to $(132.2) million, as compared to $(186.3) million for the same quarter in 2015, and FFO per diluted share for 2016 increased $0.07 to $(0.13) per diluted share, as compared to $(0.20) for the quarter ending December 31, 2015. FFO for 2016 increased $55.9 million to $(131.5) million, as compared to $(187.4) million for 2015, and FFO per diluted share for 2016 increased $0.06 to $(0.14), as compared to $(0.20) for 2015.

AFFO and AFFO per Diluted Share
Cole Capital segment AFFO for the quarter ended December 31, 2016 decreased $5.0 million to $(9.2) million, as compared to $(4.2) million for the same quarter in 2015, and AFFO per diluted share increased $0.01 to $0.01 per diluted share, as compared to $0.00 for the same quarter in 2015. AFFO for 2016 increased $3.3 million to $16.2 million, as compared to $12.9 million for 2015, and AFFO per diluted share for 2016 increased $0.01 to $0.02, as compared to $0.01 for 2015.

Investment Management Capital Raise
During the quarter, Cole Capital raised $104.0 million of capital on behalf of its sponsored non-listed REITs (the “Cole REITs”), including $36.5 million through the Cole REITs’ DRIP, compared to $150.2 million, including $33.8 million of DRIP proceeds, in the fourth quarter of 2015. During 2016, Cole Capital raised $629.7 million, including $142.6 million of DRIP proceeds, compared to $403.7 million, including $132.8 million of DRIP proceeds for 2015.

Investment Management Acquisitions
Cole Capital invested $173.1 million in 15 properties on behalf of the Cole REITs in the fourth quarter of 2016, compared to $236.4 million in 26 properties in the fourth quarter of 2015. Cole Capital invested $660.2 million in 55 properties on behalf of the Cole REITs in 2016, compared to $992.2 million in 158 properties for 2015.

Subsequent Events - Consolidated

Property Acquisitions
From January 1, 2017 through February 17, 2017, the Company acquired one property for a purchase price of $46.0 million at a cash cap rate of 7.1%. In addition, the Company consolidated the fee and leasehold interest of three properties with the accompanying land purchases for $20.4 million.

Property Dispositions
From January 1, 2017 through February 17, 2017, the Company disposed of 19 properties for an aggregate sales price of $62.3 million at an average cash cap rate of 7.5%, including $29.2 million in net sales of Red Lobster restaurants.

Cole Capital Equity Raise
In January 2017, Cole Capital raised $33.4 million of capital on behalf of the Cole REITs, including $12.4 million through DRIP.

4

Audio Webcast Details

The live audio webcast, beginning at 10:00 a.m. ET on Thursday, February 23, 2017, is available by accessing this link:
http://ir.vereit.com/. Participants should log in 10-15 minutes early.

Following the call, a replay of the webcast will be available at the link above and archived for up to 12 months following the call.

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 $15.6 billion including 4,142 properties totaling approximately 93.3 million square feet, located in 49 states, as well as Puerto Rico and Canada. Additionally, VEREIT manages $7.3 billion of gross real estate investments on behalf of the Cole Capital® non-listed 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 and through social media platforms such as Twitter and LinkedIn.



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

John Bacon, Senior Vice President, Corporate Communications
VEREIT
60.778.6057 | JBacon@VEREIT.com

        
Investor Contact
Bonni Rosen, Director, Investor Relations                
VEREIT            
877.405.2653 | BRosen@VEREIT.com

5

Definitions
Descriptions of FFO and AFFO, EBITDA and Normalized EBITDA, Debt Outstanding, Net Debt and Interest Expense, Excluding Non-Cash Amortization are provided below. Refer to pages 8 through 27 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 (“FFO”) and Adjusted Funds From Operations (“AFFO”)
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 supplemental performance measure known as FFO, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. 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. We calculated FFO in accordance with NAREIT's definition described above.
In addition to FFO, we use adjusted funds from operations 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 expenses, litigation and other non-routine costs, gains or losses on sale of investment securities or mortgage notes receivable and legal settlements and insurance recoveries not in the ordinary course of business. We also exclude certain non-cash items such as impairments of goodwill and intangible assets, straight-line rental revenue, unrealized gains or losses on derivatives, reserves for loan loss, gains or losses on the extinguishment or forgiveness of debt, non-current portion of the tax benefit or expense, equity-based compensation and amortization of intangible assets, 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 allows for a comparison of the performance of our operations with other publicly-traded REITs, as AFFO, or an equivalent measure, is routinely reported by publicly-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 income (loss), 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 income (loss) and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, NAREIT, nor any other regulatory body has evaluated the acceptability of the exclusions used 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 non-routine items such as acquisition related expenses, merger and other non-routine transactions costs, gains or losses on sale of investments, legal settlements and insurance recoveries not in the ordinary course of business 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 non-GAAP supplemental measure to investors and analysts for assessing the performance of the Company’s business segments. Normalized EBITDA should not be considered as an alternative to net income, as computed in accordance with GAAP, 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

Debt Outstanding
Debt Outstanding is a non-GAAP measure that represents the Company's outstanding principal debt balance, excluding certain GAAP adjustments, such as premiums and discounts, financing and issuance costs, and related accumulated amortization. We believe that the presentation of Debt Outstanding, which shows our contractual debt obligations, provides useful information to investors to assess our overall liquidity, financial flexibility, capital structure and leverage. Debt Outstanding should not be considered as an alternative to the Company's consolidated debt balance as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.
Net Debt
Net Debt is a non-GAAP measure used to show the Company's Debt Outstanding, less all cash and cash equivalents. We believe that the presentation of net debt provides useful information to investors because our management reviews net debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage.
Interest Expense, Excluding Non-Cash Amortization
Interest Expense, Excluding Non-Cash Amortization is a non-GAAP measure that represents interest expense incurred on the outstanding principal balance of our debt, which excludes the amortization of deferred financing costs, premiums and discounts, which are reported as interest expense in accordance with GAAP. We believe that the presentation of Interest Expense, Excluding Non-Cash Amortization, which shows the interest expense on our contractual debt obligations, provides useful information to investors to assess our overall solvency and financial flexibility. Interest Expense, Excluding Non-Cash Amortization should not be considered as an alternative to the Company's interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company's financial information prepared in accordance with GAAP.

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 Section 21E of the Securities Exchange Act of 1934, as amended), which reflect VEREIT’s expectations regarding future events and VEREIT’s future financial condition, results of operations and business, including VEREIT’s 2017 guidance and its ability to provide a safe balance sheet and diversified portfolio. 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,” “assumes,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions identify 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 the 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; VEREIT’s ability to meet its 2017 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; risks associated with pending government investigations related to VEREIT’s previously disclosed audit committee investigation and related litigations; the inability of Cole Capital to regain its prior level of capital raise; the ability 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, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.



7



VEREIT, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data) (Unaudited)

 
 
December 31,
2016
 
December 31,
2015
ASSETS
 
 
 
 
Real estate investments, at cost:
 
 
 
 
Land
 
$
2,895,625

 
$
3,120,653

Buildings, fixtures and improvements
 
10,644,296

 
11,445,690

Intangible lease assets
 
2,044,521

 
2,218,378

Total real estate investments, at cost
 
15,584,442

 
16,784,721

Less: accumulated depreciation and amortization
 
2,331,643

 
1,778,597

Total real estate investments, net
 
13,252,799

 
15,006,124

Investment in unconsolidated entities
 
46,077

 
56,824

Investment in direct financing leases, net
 
39,455

 
46,312

Investment securities, at fair value
 
47,215

 
53,304

Mortgage notes receivable, net
 
22,764

 
24,238

Cash and cash equivalents
 
256,452

 
69,103

Restricted cash
 
45,018

 
59,767

Intangible assets, net
 
24,609

 
50,779

Rent and tenant receivables and other assets, net
 
330,705

 
303,637

Goodwill
 
1,462,203

 
1,656,374

Due from affiliates
 
21,349

 
60,633

Real estate assets held for sale, net
 
38,928

 
18,771

Total assets
 
$
15,587,574

 
$
17,405,866

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Mortgage notes payable and other debt, net
 
$
2,671,106

 
$
3,111,985

Corporate bonds, net
 
2,226,224

 
2,536,333

Convertible debt, net
 
973,340

 
962,894

Credit facility, net
 
496,578

 
1,448,590

Below-market lease liabilities, net
 
224,023

 
251,692

Accounts payable and accrued expenses
 
146,137

 
151,877

Deferred rent, derivative and other liabilities
 
68,039

 
87,490

Distributions payable
 
162,578

 
140,816

Due to affiliates
 
16

 
230

Total liabilities
 
6,968,041

 
8,691,907

Commitments and contingencies (Note 15)
 
 
 
 
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,834,138 issued and outstanding as of each of December 31, 2016 and December 31, 2015
 
428

 
428

Common stock, $0.01 par value, 1,500,000,000 shares authorized and 974,146,650 and 904,884,394 issued and outstanding as of December 31, 2016 and December 31, 2015, respectively
 
9,741

 
9,049

Additional paid-in-capital
 
12,640,171

 
11,931,768

Accumulated other comprehensive loss
 
(2,556
)
 
(2,025
)
Accumulated deficit
 
(4,200,423
)
 
(3,415,233
)
Total stockholders’ equity
 
8,447,361

 
8,523,987

Non-controlling interests
 
172,172

 
189,972

Total equity
 
8,619,533

 
8,713,959

Total liabilities and equity
 
$
15,587,574

 
$
17,405,866






8


VEREIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data) (Unaudited)

 
 
Three Months Ended December 31,
 
 
2016
 
2015
Revenues:
 
 
 
 
Rental income
 
$
299,231

 
$
322,079

Direct financing lease income
 
457

 
623

Operating expense reimbursements
 
27,593

 
27,359

Cole Capital revenue
 
24,588

 
33,313

Total revenues
 
351,869

 
383,374

Operating expenses:
 
 
 
 
Cole Capital reallowed fees and commissions
 
2,234

 
6,558

Acquisition related
 
948

 
734

Litigation, merger and other non-routine costs, net of insurance recoveries
 
1,512

 
(7,691
)
Property operating
 
36,596

 
35,308

General and administrative
 
44,353

 
49,160

Depreciation and amortization
 
191,360

 
202,415

Impairments
 
127,537

 
219,753

Total operating expenses
 
404,540

 
506,237

Operating loss
 
(52,671
)
 
(122,863
)
Other (expense) income:
 
 
 
 
Interest expense, net
 
(74,613
)
 
(82,591
)
Gain (loss) on extinguishment and forgiveness of debt, net
 
980

 
(490
)
Other income (expense), net
 
2,013

 
(3,816
)
Reserve for loan loss
 
—

 
(15,300
)
Equity in (loss) income and gain on disposition of unconsolidated entities
 
(903
)
 
752

Gain on derivative instruments, net
 
2,095

 
677

Total other expenses, net
 
(70,428
)
 
(100,768
)
Loss before taxes and real estate dispositions
 
(123,099
)
 
(223,631
)
Loss on disposition of real estate, net
 
(199
)
 
(9,727
)
Loss before taxes
 
(123,298
)
 
(233,358
)
Benefit from income taxes
 
5,075

 
41,127

Net loss
 
(118,223
)
 
(192,231
)
Net loss attributable to non-controlling interests
 
2,805

 
4,841

Net loss attributable to the General Partner
 
$
(115,418
)
 
$
(187,390
)
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders and limited partners
 
$
(0.14
)
 
$
(0.23
)
Distributions declared per common share
 
$
0.14

 
$
0.14


9


VEREIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data) (Unaudited)

 
 
Year Ended December 31,
 
 
2016
 
2015
Revenues:
 
 
 
 
Rental income
 
$
1,227,937

 
$
1,339,787

Direct financing lease income
 
2,055

 
2,720

Operating expense reimbursements
 
105,455

 
98,628

Cole Capital revenue
 
119,376

 
114,882

Total revenues
 
1,454,823

 
1,556,017

Operating expenses:
 
 
 
 
Cole Capital reallowed fees and commissions
 
$
23,174

 
$
16,195

Acquisition related
 
1,321

 
6,243

Litigation, merger and other non-routine costs, net of insurance recoveries
 
3,884

 
33,628

Property operating
 
144,428

 
130,855

General and administrative
 
136,608

 
149,066

Depreciation and amortization
 
788,186

 
847,611

Impairments
 
303,751

 
305,094

Total operating expenses
 
1,401,352

 
1,488,692

Operating income
 
53,471

 
67,325

Other (expense) income:
 
 
 
 
Interest expense, net
 
$
(317,376
)
 
$
(358,392
)
(Loss) gain on extinguishment and forgiveness of debt, net
 
(771
)
 
4,812

Other income, net
 
6,035

 
6,439

Reserve for loan loss
 
—

 
(15,300
)
Equity in income and gain on disposition of unconsolidated entities
 
9,783

 
9,092

Loss on derivative instruments, net
 
(1,191
)
 
(1,460
)
Total other expenses, net
 
(303,520
)
 
(354,809
)
Loss before taxes and real estate dispositions
 
(250,049
)
 
(287,484
)
Gain (loss) on disposition of real estate and held for sale assets, net
 
45,524

 
(72,311
)
Loss before taxes
 
(204,525
)
 
(359,795
)
Benefit from income taxes
 
3,701

 
36,303

Net loss
 
(200,824
)
 
(323,492
)
Net loss attributable to non-controlling interests
 
4,961

 
7,139

Net loss attributable to the General Partner
 
$
(195,863
)
 
$
(316,353
)
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders
 
$
(0.29
)
 
$
(0.43
)
Distributions declared per common share
 
0.55

 
0.28



10


VEREIT, INC.
CONSOLIDATED EBITDA AND NORMALIZED EBITDA
(In thousands) (Unaudited)

 
 
Three Months Ended December 31,
 
 
2016
 
2015
Net loss
 
$
(118,223
)
 
$
(192,231
)
 Adjustments:
 
 
 
 
Interest expense
 
74,613

 
82,591

Depreciation and amortization
 
191,360

 
202,415

Benefit from income taxes
 
(5,075
)
 
(41,127
)
Proportionate share of adjustments for unconsolidated entities
 
1,299

 
1,978

 EBITDA
 
$
143,974

 
$
53,626

Loss on disposition of real estate assets, including joint ventures, net
 
199

 
9,727

Impairments
 
127,537

 
219,753

Reserve for loan loss
 
—

 
15,300

Acquisition related expenses
 
948

 
734

Litigation, merger and other non-routine costs, net of insurance recoveries
 
1,512

 
(7,691
)
Gain on derivative instruments, net
 
(2,095
)
 
(677
)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities
 
1,220

 
1,299

(Gain) loss on extinguishment and forgiveness of debt, net
 
(980
)
 
490

Net direct financing lease adjustments
 
544

 
544

Straight-line rent, net of bad debt expense related to straight-line rent
 
(13,163
)
 
(17,589
)
Program development costs write-off
 
11,054

 
11,295

Other amortization and non-cash charges
 
(107
)
 
(122
)
 Proportionate share of adjustments for unconsolidated entities
 
725

 
(15
)
Normalized EBITDA
 
$
271,368

 
$
286,674


11


VEREIT, INC.
CONSOLIDATED EBITDA AND NORMALIZED EBITDA
(In thousands) (Unaudited)

 
 
Year Ended December 31,
 
 
2016
 
2015
 Net loss
 
$
(200,824
)
 
$
(323,492
)
 Adjustments:
 
 
 
 
Interest expense
 
317,376

 
358,392

Depreciation and amortization
 
788,186

 
847,611

Benefit from income taxes
 
(3,701
)
 
(36,303
)
Proportionate share of adjustments for unconsolidated entities
 
4,634

 
9,608

 EBITDA
 
$
905,671

 
$
855,816

(Gain) loss on disposition of real estate assets, including joint ventures, net
 
(55,722
)
 
65,582

Impairments
 
303,751

 
305,094

Reserve for loan loss
 
—

 
15,300

Acquisition related expenses
 
1,321

 
6,243

Litigation, merger and other non-routine costs, net of insurance recoveries
 
3,884

 
33,628

Gain on sale and unrealized gains of investment securities
 
—

 
(65
)
Loss on derivative instruments, net
 
1,191

 
1,460

Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities
 
5,396

 
4,522

Loss (gain) on extinguishment and forgiveness of debt, net
 
771

 
(4,812
)
Net direct financing lease adjustments
 
2,264

 
2,037

Straight-line rent, net of bad debt expense related to straight-line rent
 
(54,190
)
 
(82,398
)
Legal settlements
 
—

 
(1,250
)
Program development costs write-off
 
14,276

 
11,295

Other amortization and non-cash charges
 
(529
)
 
(407
)
 Proportionate share of adjustments for unconsolidated entities
 
857

 
868

Normalized EBITDA
 
$
1,128,941

 
$
1,212,913



12


VEREIT, INC.
CONSOLIDATED FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(In thousands, except for share and per share data) (Unaudited)

 
 
Three Months Ended December 31,
 
 
2016
 
2015
Net loss
 
$
(118,223
)
 
$
(192,231
)
Dividends on non-convertible preferred stock
 
(17,973
)
 
(17,972
)
Loss (gain) on real estate assets and interest in joint venture, net
 
199

 
9,727

Depreciation and amortization of real estate assets
 
182,190

 
197,408

Impairment of real estate
 
6,606

 
6,414

Proportionate share of adjustments for unconsolidated entities
 
742

 
1,277

FFO attributable to common stockholders and limited partners
 
$
53,541

 
$
4,623

 
 
 
 
 
Acquisition related expenses
 
948

 
734

Litigation, merger and other non-routine costs, net of insurance recoveries
 
1,512

 
(7,691
)
Impairment of intangible assets
 
120,931

 
213,339

Reserve for loan loss
 
—

 
15,300

Loss on derivative instruments, net
 
(2,095
)
 
(677
)
Amortization of premiums and discounts on debt and investments, net
 
(2,684
)
 
(5,107
)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities
 
1,220

 
1,299

Net direct financing lease adjustments
 
544

 
544

Amortization and write off of deferred financing costs
 
6,417

 
7,321

Amortization of management contracts
 
6,240

 
3,373

Deferred tax benefit
 
(9,203
)
 
(38,695
)
Gain on extinguishment and forgiveness of debt, net
 
(980
)
 
490

Straight-line rent, net of bad debt expense related to straight-line rent
 
(13,163
)
 
(17,589
)
Equity-based compensation expense
 
3,631

 
4,311

Other amortization and non-cash charges
 
2,873

 
1,540

Proportionate share of adjustments for unconsolidated entities
 
835

 
42

AFFO attributable to common stockholders and limited partners
 
$
170,567

 
$
183,157

 
 
 
 
 
Weighted-average shares outstanding - basic
 
973,681,227

 
903,638,159

Effect of Limited Partner OP Units and dilutive securities
 
24,319,992

 
25,729,149

Weighted-average shares outstanding - diluted
 
998,001,219

 
929,367,308

 
 
 
 
 
FFO attributable to common stockholders and limited partners per diluted share
 
$
0.05

 
$
—

AFFO attributable to common stockholders and limited partners per diluted share
 
$
0.17

 
$
0.20


13


VEREIT, INC.
CONSOLIDATED FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(In thousands, except for share and per share data) (Unaudited)

 
 
Year Ended December 31,
 
 
2016
 
2015
Net loss
 
(200,824
)
 
(323,492
)
Dividends on non-convertible preferred stock
 
(71,892
)
 
(71,892
)
(Gain) loss on real estate assets and interest in joint venture, net
 
(55,722
)
 
65,582

Depreciation and amortization of real estate assets
 
756,315

 
817,469

Impairment of real estate
 
182,820

 
91,755

Proportionate share of adjustments for unconsolidated entities
 
2,719

 
5,744

FFO attributable to common stockholders and limited partners
 
$
613,416

 
$
585,166

Acquisition related expenses
 
1,321

 
6,243

Litigation, merger and other non-routine costs, net of insurance recoveries
 
3,884

 
33,628

Impairment of intangible assets
 
120,931

 
213,339

Reserve for loan loss
 
—

 
15,300

Legal settlements
 
—

 
(1,250
)
Gain on investment securities
 
—

 
(65
)
Loss on derivative instruments, net
 
1,191

 
1,460

Amortization of premiums and discounts on debt and investments, net
 
(14,693
)
 
(19,183
)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities
 
5,396

 
4,522

Net direct financing lease adjustments
 
2,264

 
2,037

Amortization and write-off of deferred financing costs
 
28,063

 
33,998

Amortization of management contracts
 
26,171

 
25,903

Deferred tax benefit
 
(10,136
)
 
(52,242
)
Loss (gain) on extinguishment and forgiveness of debt, net
 
771

 
(4,812
)
Straight-line rent, net of bad debt expense related to straight-line rent
 
(54,190
)
 
(82,398
)
Equity-based compensation
 
10,728

 
14,500

Other amortization and non-cash charges
 
5,296

 
3,840

Proportionate share of adjustments for unconsolidated entities
 
1,044

 
2,072

AFFO attributable to common stockholders and limited partners
 
$
741,457

 
$
782,058

 
 
 
 
 
Weighted-average shares of common stock outstanding - basic
 
931,422,844

 
903,360,763

Effect of Limited Partner OP Units and dilutive securities
 
24,626,646

 
26,013,303

Weighted-average shares of common stock outstanding - diluted
 
956,049,490

 
929,374,066

 
 
 
 
 
FFO attributable to common stockholders and limited partners per diluted share
 
$
0.64

 
$
0.63

AFFO attributable to common stockholders and limited partners per diluted share
 
$
0.78

 
$
0.84


14


VEREIT, INC.
CONSOLIDATED ADJUSTED FUNDS FROM OPERATIONS PER DILUTED SHARE - 2017 GUIDANCE
(Unaudited)


The Company expects its 2017 AFFO per diluted share to be in a range between $0.70 and $0.73. This guidance assumes dispositions and acquisitions each totaling $450 million to $600 million at an average cash cap rate of 6.5% to 7.5%, real estate operations with average occupancy of approximately 98.0% and same-store rental growth approximating 0.5%. The guidance range also assumes Cole Capital will contribute $0.02 to $0.03 of AFFO per diluted share, including 2017 capital raise of $400 million to $500 million, excluding DRIP, and Cole acquisitions of $800 million to $1.0 billion. The Company also expects to target balance sheet net debt to normalized EBITDA between 5.7x and 6.0x. The estimated net loss per basic and diluted share is not a projection and is provided solely to satisfy the disclosure requirements of the U.S. Securities and Exchange Commission.

 
 
Low
 
High
Basic and diluted net loss per share attributable to common stockholders (1)
 
$
(0.08
)
 
$
(0.06
)
Depreciation and amortization of real estate assets
 
0.71

 
0.72

FFO attributable to common stockholders and limited partners per diluted share
 
0.63

 
0.66

Adjustments (2)
 
0.07

 
0.07

AFFO attributable to common stockholders and limited partners per diluted share
 
$
0.70

 
$
0.73

_____________________________________
(1) Includes impact of dividends to be paid to preferred shareholders and excludes the effect of non-controlling interests. Excludes the impacts of the gain or loss on sale of real estate and extinguishment of debt.
(2) Includes (i) non-routine items such as acquisition related costs, litigation and other non-routine costs, gains or losses on sale of investment securities and mortgage note receivables, legal settlements and insurance recoveries not in the ordinary course of business and (ii) certain non-cash items such as impairments of intangible assets and goodwill, straight-line rental revenue, unrealized gains or losses on derivatives, amortization of intangible assets, deferred financing costs and above and below market lease amortization as well as equity-based compensation.

15


VEREIT, INC.
FINANCIAL AND OPERATIONS STATISTICS AND RATIOS
(Dollars in thousands) (Unaudited)

 
 
Three Months Ended
 
 
December 31,
2016
Interest expense, excluding non-cash amortization
 
$
70,830

Secured debt principal amortization
 
6,076

Dividends attributable to preferred shares 
 
17,973

Total fixed charges
 
94,879

Normalized EBITDA
 
271,368

Fixed charge coverage ratio
 
2.86
x
 
 
 
 
 
December 31,
2016
Debt Outstanding
 
$
6,400,896

Less: cash and cash equivalents
 
256,452

Net Debt
 
6,144,444

Normalized EBITDA annualized
 
1,085,472

Net Debt to Normalized EBITDA annualized ratio
 
5.66
x
 
 
 
Net Debt
 
$
6,144,444

Gross Real Estate Investments
 
15,507,082

Net Debt leverage ratio
 
39.6
%
 
 
 
Unencumbered Gross Real Estate Investments
 
$
10,292,186

Gross Real Estate Investments
 
15,507,082

Unencumbered asset ratio
 
66.4
%
 
 
December 31,
2016
Mortgage notes payable and other debt, net
 
$
2,671,106

Corporate bonds, net
 
2,226,224

Convertible debt, net
 
973,340

Credit facility, net
 
496,578

Total debt - as reported
 
6,367,248

Adjustments:
 
 
Deferred financing costs, net
 
55,660

Net premiums
 
(22,012
)
Debt Outstanding
 
$
6,400,896

 
 
Three Months Ended
 
 
December 31,
2016
Interest expense - as reported
 
$
74,613

Adjustments:
 
 
Amortization of deferred financing and issuance costs
 
(6,514
)
Amortization of net premiums
 
2,731

Interest expense, excluding non-cash amortization
 
$
70,830


16


VEREIT, INC.
SEGMENT REPORTING - STATEMENTS OF OPERATIONS
(REI Segment)
(In thousands) (Unaudited)

 
 
Three Months Ended December 31,
 
 
2016
 
2015
Revenues:
 
 
 
 
Rental income
 
$
299,231

 
$
322,079

Direct financing lease income
 
457

 
623

Operating expense reimbursements
 
27,593

 
27,359

Total real estate investment revenues
 
327,281

 
350,061

Operating expenses:
 
 
 
 
Acquisition related
 
923

 
673

Litigation, merger and other non-routine costs, net of insurance recoveries
 
1,512

 
(7,691
)
Property operating
 
36,596

 
35,308

General and administrative
 
13,267

 
16,646

Depreciation and amortization
 
182,190

 
197,409

Impairment of real estate
 
6,606

 
6,414

Total operating expenses
 
241,094

 
248,759

Operating income
 
86,187

 
101,302

Other (expense) income:
 
 
 
 
Interest expense
 
(74,613
)
 
(82,591
)
Gain (loss) on extinguishment and forgiveness of debt, net
 
980

 
(490
)
Other income, net
 
1,856

 
(4,226
)
Reserve for loan loss
 
—

 
(15,300
)
Equity in (loss) income and gain on disposition of unconsolidated entities
 
(903
)
 
752

Gain on derivative instruments, net
 
2,095

 
677

Total other expenses, net
 
(70,585
)
 
(101,178
)
Income before taxes and disposition of real estate
 
15,602

 
124

Loss on disposition of real estate assets, net
 
(199
)
 
(9,727
)
Income (loss) before income taxes
 
15,403

 
(9,603
)
(Provision for) benefit from income taxes
 
(1,415
)
 
3,642

Net income (loss)
 
$
13,988

 
$
(5,961
)


17


VEREIT, INC.
SEGMENT REPORTING - STATEMENTS OF OPERATIONS
(Cole Capital Segment)
(In thousands) (Unaudited)

 
 
Three Months Ended December 31,
 
 
2016
 
2015
Revenues:
 
 
 
 
Offering-related fees and reimbursements
 
$
3,683

 
$
9,927

 Transaction service fees and reimbursements
 
2,320

 
5,413

 Management fees and reimbursements
 
18,585

 
17,973

Total Cole Capital revenues
 
24,588

 
33,313

Operating Expenses:
 
 
 
 
 Cole Capital reallowed fees and commissions
 
2,234

 
6,558

 Acquisition related
 
25

 
61

 General and administrative
 
31,086

 
32,514

 Depreciation and amortization
 
9,170

 
5,006

 Impairments of intangible assets
 
120,931

 
213,339

 Total operating expenses
 
163,446

 
257,478

Operating loss
 
(138,858
)
 
(224,165
)
 Total other income, net
 
157

 
410

Loss before taxes
 
(138,701
)
 
(223,755
)
Benefit from income taxes
 
6,490

 
37,485

Net loss
 
$
(132,211
)
 
$
(186,270
)


18


VEREIT, INC.
SEGMENT REPORTING - EBITDA AND NORMALIZED EBITDA
(REI Segment)
(In thousands) (Unaudited)

 
 
Three Months Ended December 31,
 
 
2016
 
2015
 Net income (loss)
 
$
13,988

 
$
(5,961
)
 Adjustments:
 
 
 
 
Interest expense
 
74,613

 
82,591

Depreciation and amortization
 
182,190

 
197,409

Provision for (benefit from) income taxes
 
1,415

 
(3,642
)
Proportionate share of adjustments for unconsolidated entities
 
1,299

 
1,978

 EBITDA
 
$
273,505

 
$
272,375

Loss on disposition of real estate assets, including joint ventures, net
 
199

 
9,727

Impairments of real estate assets
 
6,606

 
6,414

Reserve for loan loss
 
—

 
15,300

Acquisition related expenses
 
923

 
673

Litigation, merger and other non-routine costs, net of insurance recoveries
 
1,512

 
(7,691
)
Gain on derivative instruments, net
 
(2,095
)
 
(677
)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities
 
1,220

 
1,299

(Gain) loss on extinguishment and forgiveness of debt, net
 
(980
)
 
490

Net direct financing lease adjustments
 
544

 
544

Straight-line rent, net of bad debt expense related to straight-line rent
 
(13,163
)
 
(17,589
)
Other amortization and non-cash charges
 
(50
)
 
(28
)
Proportionate share of adjustments for unconsolidated entities
 
725

 
(15
)
Normalized EBITDA
 
$
268,946

 
$
280,822


19


VEREIT, INC.
SEGMENT REPORTING - EBITDA AND NORMALIZED EBITDA
(REI Segment)
(In thousands) (Unaudited)

 
 
Year Ended December 31,
 
 
2016
 
2015
 Net loss
 
(69,373
)
 
(136,095
)
 Adjustments:
 
 
 
 
Interest expense
 
317,376

 
358,392

Depreciation and amortization
 
756,314

 
817,477

Benefit from income taxes
 
6,110

 
3,569

Proportionate share of adjustments for unconsolidated entities
 
4,634

 
9,608

 EBITDA
 
1,015,061

 
1,052,951

(Gain) loss on disposition of real estate assets, including joint ventures, net
 
(55,722
)
 
65,582

Impairments
 
182,820

 
91,755

Reserve for loan loss
 
—

 
15,300

Acquisition related expenses
 
1,257

 
5,649

Litigation, merger and other non-routine costs, net of insurance recoveries
 
3,884

 
33,628

Gain on sale and unrealized gains of investment securities
 
—

 
(65
)
Loss on derivative instruments, net
 
1,191

 
1,460

Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities
 
5,396

 
4,522

Loss (gain) on extinguishment and forgiveness of debt, net
 
771

 
(4,812
)
Net direct financing lease adjustments
 
2,264

 
2,037

Straight-line rent, net of bad debt expense related to straight-line rent
 
(54,190
)
 
(82,398
)
Legal settlements
 
—

 
(1,250
)
Other amortization and non-cash charges
 
(124
)
 
(8
)
 Proportionate share of adjustments for unconsolidated entities
 
857

 
868

Normalized EBITDA
 
1,103,465

 
1,185,219



20


VEREIT, INC.
SEGMENT REPORTING - EBITDA AND NORMALIZED EBITDA
(Cole Capital Segment)
(In thousands) (Unaudited)

 
Three Months Ended December 31,
 
2016
 
2015
Net loss
$
(132,211
)
 
$
(186,270
)
Adjustments:
 
 
 
Depreciation and amortization
9,170

 
5,006

Benefit from income taxes
(6,490
)
 
(37,485
)
EBITDA
$
(129,531
)
 
$
(218,749
)
Management adjustments:
 
 
 
Impairment of intangible assets
120,931

 
213,339

Acquisition related expenses
25

 
61

Program development cost write-off
11,054

 
11,295

Other amortization and non-cash charges
(57
)
 
(94
)
Normalized EBITDA
$
2,422

 
$
5,852


21


VEREIT, INC.
SEGMENT REPORTING - EBITDA AND NORMALIZED EBITDA
(Cole Capital Segment)
(In thousands) (Unaudited)

 
Year Ended December 31,
 
2016
 
2015
Net loss
(131,451
)
 
(187,397
)
Adjustments:
 
 
 
Depreciation and amortization
31,872

 
30,134

Benefit from income taxes
(9,811
)
 
(39,872
)
EBITDA
$
(109,390
)
 
$
(197,135
)
Management adjustments:
 
 
 
Impairment of intangible assets
120,931

 
213,339

Acquisition related expenses
64

 
594

Program development cost write-off
14,276

 
11,295

Other amortization and non-cash charges
(405
)
 
(399
)
Normalized EBITDA
$
25,476

 
$
27,694



22


VEREIT, INC.
SEGMENT REPORTING - FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(REI Segment)
(In thousands, except for share and per share data) (Unaudited)

 
 
Three Months Ended December 31,
 
 
2016
 
2015
Net income (loss)
 
$
13,988

 
$
(5,961
)
Dividends on non-convertible preferred stock
 
(17,973
)
 
(17,972
)
Loss on disposition of real estate assets, including joint ventures, net
 
199

 
9,727

Depreciation and amortization of real estate assets
 
182,190

 
197,408

Impairment of real estate
 
6,606

 
6,414

Proportionate share of adjustments for unconsolidated entities
 
742

 
1,277

FFO attributable to common stockholders and limited partners
 
$
185,752

 
$
190,893

 
 
 
 
 
Acquisition related expenses
 
923

 
673

Litigation, merger and other non-routine costs, net of insurance recoveries
 
1,512

 
(7,691
)
Reserve for loan loss
 
—

 
15,300

Gain on derivative instruments, net
 
(2,095
)
 
(677
)
Amortization of premiums and discounts on debt and investments, net
 
(2,684
)
 
(5,107
)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities
 
1,220

 
1,299

Net direct financing lease adjustments
 
544

 
544

Amortization and write-off of deferred financing costs
 
6,417

 
7,321

(Gain) loss on extinguishment and forgiveness of debt, net
 
(980
)
 
490

Straight-line rent, net of bad debt expense related to straight-line rent
 
(13,163
)
 
(17,589
)
Equity-based compensation expense
 
1,523

 
1,840

Other amortization and non-cash charges
 
—

 
1

Proportionate share of adjustments for unconsolidated entities
 
835

 
42

AFFO attributable to common stockholders and limited partners
 
$
179,804

 
$
187,339

 
 
 
 
 
Weighted-average shares outstanding - basic
 
973,681,227

 
903,638,159

Effect of Limited Partner OP Units and dilutive securities
 
24,319,992

 
25,729,149

Weighted-average shares outstanding - diluted
 
998,001,219

 
929,367,308

 
 
 
 
 
FFO attributable to common stockholders and limited partners per diluted share
 
$
0.19

 
$
0.21

AFFO attributable to common stockholders and limited partners per diluted share
 
$
0.18

 
$
0.20



23


VEREIT, INC.
SEGMENT REPORTING - FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(REI Segment)
(In thousands, except for share and per share data) (Unaudited)

 
 
Year Ended December 31,
 
 
2016
 
2015
Net loss
 
(69,373
)
 
(136,095
)
Dividends on non-convertible preferred stock
 
(71,892
)
 
(71,892
)
Loss on disposition of real estate assets, including joint ventures, net
 
(55,722
)
 
65,582

Depreciation and amortization of real estate assets
 
756,315

 
817,469

Impairment of real estate
 
182,820

 
91,755

Proportionate share of adjustments for unconsolidated entities
 
2,719

 
5,744

FFO attributable to common stockholders and limited partners
 
$
744,867

 
$
772,563

 
 
 
 
 
Acquisition related expenses
 
1,257

 
5,649

Litigation, merger and other non-routine costs, net of insurance recoveries
 
3,884

 
33,628

Reserve for loan loss
 
—

 
15,300

Legal settlements
 
—

 
(1,250
)
Gain of investment securities
 
—

 
(65
)
Loss on derivative instruments, net
 
1,191

 
1,460

Amortization of premiums and discounts on debt and investments, net
 
(14,693
)
 
(19,183
)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities
 
5,396

 
4,522

Net direct financing lease adjustments
 
2,264

 
2,037

Amortization and write-off of deferred financing costs
 
28,063

 
33,998

Loss (gain) loss on extinguishment and forgiveness of debt, net
 
771

 
(4,812
)
Straight-line rent, net of bad debt expense related to straight-line rent
 
(54,190
)
 
(82,398
)
Equity-based compensation expense
 
5,448

 
5,672

Other amortization and non-cash charges
 
—

 
8

Proportionate share of adjustments for unconsolidated entities
 
1,044

 
2,072

AFFO attributable to common stockholders and limited partners
 
$
725,302

 
$
769,201

 
 
 
 
 
Weighted-average shares outstanding - basic
 
931,422,844

 
903,360,763

Effect of Limited Partner OP Units and dilutive securities
 
24,626,646

 
26,013,303

Weighted-average shares outstanding - diluted
 
956,049,490

 
929,374,066

 
 
 
 
 
FFO attributable to common stockholders and limited partners per diluted share
 
$
0.78

 
$
0.83

AFFO attributable to common stockholders and limited partners per diluted share
 
$
0.76

 
$
0.83



24


VEREIT, INC.
SEGMENT REPORTING - FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(Cole Capital Segment)
(In thousands, except for share and per share data) (Unaudited)


 
 
Three Months Ended December 31,
 
 
2016
 
2015
Net loss
 
$
(132,211
)
 
$
(186,270
)
 FFO attributable to common stockholders and limited partners
 
(132,211
)
 
(186,270
)
 
 
 
 
 
Acquisition related expenses
 
25

 
61

Impairment of intangible assets
 
120,931

 
213,339

Amortization of management contracts
 
6,240

 
3,373

Deferred tax benefit
 
(9,203
)
 
(38,695
)
Equity-based compensation expense
 
2,108

 
2,471

Other amortization and non-cash charges
 
2,873

 
1,539

 AFFO attributable to common stockholders and limited partners
 
$
(9,237
)
 
$
(4,182
)
 
 
 
 
 
Weighted-average shares outstanding - basic
 
973,681,227

 
903,638,159

Effect of Limited Partner OP Units and dilutive securities
 
24,319,992

 
25,729,149

Weighted-average shares outstanding - diluted 
 
998,001,219

 
929,367,308

 
 
 
 
 
FFO attributable to common stockholders and limited partners per diluted share
 
$
(0.13
)
 
$
(0.20
)
AFFO attributable to common stockholders and limited partners per diluted share
 
$
(0.01
)
 
$
—


25


VEREIT, INC.
SEGMENT REPORTING - FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(Cole Capital Segment)
(In thousands, except for share and per share data) (Unaudited)


 
 
Year Ended December 31,
 
 
2016
 
2015
Net loss
 
(131,451
)
 
(187,397
)
 FFO attributable to common stockholders and limited partners
 
(131,451
)
 
(187,397
)
 
 
 
 
 
Acquisition related expenses
 
64

 
594

Impairment of intangible assets
 
120,931

 
213,339

Amortization of management contracts
 
26,171

 
25,903

Deferred tax benefit
 
(10,136
)
 
(52,242
)
Equity-based compensation expense
 
5,280

 
8,828

Other amortization and non-cash charges
 
5,296

 
3,832

 AFFO attributable to common stockholders and limited partners
 
$
16,155

 
$
12,857

 
 
 
 
 
Weighted-average shares outstanding - basic
 
931,422,844

 
903,360,763

Effect of Limited Partner OP Units and dilutive securities
 
24,626,646

 
26,013,303

Weighted-average shares outstanding - diluted 
 
956,049,490

 
929,374,066

 
 
 
 
 
FFO attributable to common stockholders and limited partners per diluted share
 
$
(0.14
)
 
$
(0.20
)
AFFO attributable to common stockholders and limited partners per diluted share
 
$
0.02

 
$
0.01



26