United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: February 11, 2013
(Date of Earliest Event Reported)
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
Maryland |
|
1-13374 |
|
33-0580106 |
(State or Other Jurisdiction of |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
600 La Terraza Boulevard, Escondido, California 92025-3873
(Address of principal executive offices)
(760) 741-2111
(Registrants telephone number, including area code)
N/A
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of American Realty Capital Trust, Inc., a Maryland corporation (ARCT), as of December 31, 2011 and 2010 and for each of the years in the three year period ended December 31, 2011 were filed as Exhibit 99.1 to the Current Report on Form 8-K for Realty Income Corporation, a Maryland corporation (the Company), filed on October 1, 2012 and incorporated in this Item 9.01(a) by reference.
The unaudited consolidated financial statements of ARCT as of September 30, 2012 and for the three and nine month periods ended September 30, 2012 and 2011 are filed herewith as Exhibit 99.1 and incorporated in this Item 9.01(a) by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial statements of the Company as of and for the nine month period ended September 30, 2012 and for the year ended December 31, 2011, giving effect to the merger of ARCT with and into Tau Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, are filed herewith as Exhibit 99.2 and incorporated in this Item 9.01(b) by reference.
(d) Exhibits
99.1 |
Unaudited consolidated financial statements of ARCT as of September 30, 2012 and for the three and nine month periods ended September 30, 2012 and 2011. |
99.2 |
Unaudited pro forma condensed consolidated financial statements of the Company as of and for the nine month period ended September 30, 2012 and for the year ended December 31, 2011. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 11, 2013 |
REALTY INCOME CORPORATION | |
|
| |
|
By: |
/s/ MICHAEL R. PFEIFFER |
|
|
|
|
|
Michael R. Pfeiffer |
|
|
Executive Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
Exhibit No. |
|
Description |
99.1 |
|
Unaudited consolidated financial statements of ARCT as of September 30, 2012 and for the three and nine month periods ended September 30, 2012 and 2011. |
99.2 |
|
Unaudited pro forma condensed consolidated financial statements of the Company as of and for the nine months ended September 30, 2012 and for the year ended December 31, 2011. |
EXHIBIT 99.1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Page |
|
Financial Statements |
|
|
|
Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011 |
|
2 |
|
Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2012 and 2011 (Unaudited) |
|
3 |
|
Consolidated Statement of Changes in Equity for the Nine Months Ended September 30, 2012 (Unaudited) |
|
4 |
|
Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 (Unaudited) |
|
5 |
|
Notes to Consolidated Financial Statements |
|
7 |
|
AMERICAN REALTY CAPITAL TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
|
|
September 30, |
|
December 31, | ||||
|
|
(Unaudited) |
|
|
| |||
ASSETS |
|
|
|
|
|
| ||
Real estate investments, at cost: |
|
|
|
|
|
| ||
Land |
|
$ |
334,470 |
|
|
$ |
325,458 |
|
Buildings, fixtures and improvements |
|
1,558,105 |
|
|
1,528,962 |
| ||
Acquired intangible lease assets |
|
276,819 |
|
|
271,751 |
| ||
Total real estate investments, at cost |
|
2,169,394 |
|
|
2,126,171 |
| ||
Less: accumulated depreciation and amortization |
|
(179,730 |
) |
|
(101,576 |
) | ||
Total real estate investments, net |
|
1,989,664 |
|
|
2,024,595 |
| ||
Cash and cash equivalents |
|
5,819 |
|
|
33,329 |
| ||
Investment securities, at fair value |
|
20,247 |
|
|
17,275 |
| ||
Restricted cash |
|
2,772 |
|
|
2,728 |
| ||
Investment in unconsolidated joint venture |
|
|
|
|
11,201 |
| ||
Prepaid expenses and other assets |
|
26,528 |
|
|
27,564 |
| ||
Deferred costs, net |
|
14,471 |
|
|
13,883 |
| ||
Total assets |
|
$ |
2,059,501 |
|
|
$ |
2,130,575 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
| ||
Revolving credit facility |
|
$ |
202,307 |
|
|
$ |
10,000 |
|
Long-term note payable |
|
235,000 |
|
|
|
| ||
Mortgage notes payable |
|
511,144 |
|
|
673,978 |
| ||
Mortgage discount and premium, net |
|
756 |
|
|
679 |
| ||
Below-market lease liabilities, net |
|
7,922 |
|
|
8,150 |
| ||
Derivatives, at fair value |
|
135 |
|
|
8,602 |
| ||
Accounts payable and accrued expenses |
|
78,211 |
|
|
11,706 |
| ||
Deferred rent and other liabilities |
|
4,049 |
|
|
6,619 |
| ||
Dividends payable |
|
|
|
|
10,637 |
| ||
Total liabilities |
|
1,039,524 |
|
|
730,371 |
| ||
|
|
|
|
|
|
| ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding |
|
|
|
|
|
| ||
Common stock, $0.01 par value; 240,000,000 shares authorized, 158,576,630 and 177,963,413 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively |
|
1,586 |
|
|
1,780 |
| ||
Additional paid-in capital |
|
1,338,453 |
|
|
1,548,009 |
| ||
Accumulated other comprehensive income (loss) |
|
2,497 |
|
|
(5,053 |
) | ||
Accumulated deficit |
|
(333,601 |
) |
|
(166,265 |
) | ||
Total stockholders equity |
|
1,008,935 |
|
|
1,378,471 |
| ||
Non-controlling interests |
|
11,042 |
|
|
21,733 |
| ||
Total equity |
|
1,019,977 |
|
|
1,400,204 |
| ||
Total liabilities and equity |
|
$ |
2,059,501 |
|
|
$ |
2,130,575 |
|
The accompanying notes are an integral part of these financial statements.
AMERICAN REALTY CAPITAL TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except for per share data)
(Unaudited)
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, | ||||||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 | ||||
Revenues: |
|
|
|
|
|
|
|
| ||||
Rental income |
|
$ |
44,400 |
|
$ |
34,943 |
|
$ |
132,590 |
|
$ |
83,715 |
Operating expense reimbursements |
|
1,662 |
|
1,252 |
|
4,734 |
|
2,314 | ||||
Total revenues |
|
46,062 |
|
36,195 |
|
137,324 |
|
86,029 | ||||
|
|
|
|
|
|
|
|
| ||||
Operating expenses: |
|
|
|
|
|
|
|
| ||||
Acquisition and transaction related |
|
534 |
|
5,554 |
|
1,233 |
|
23,377 | ||||
Property operating |
|
2,797 |
|
1,542 |
|
7,488 |
|
2,666 | ||||
Fees to affiliate |
|
|
|
1,022 |
|
4,143 |
|
2,572 | ||||
General and administrative |
|
1,586 |
|
371 |
|
6,600 |
|
1,104 | ||||
Equity-based compensation |
|
798 |
|
375 |
|
1,955 |
|
1,099 | ||||
Depreciation and amortization |
|
26,309 |
|
19,828 |
|
78,521 |
|
45,015 | ||||
Listing, internalization and merger |
|
68,106 |
|
|
|
85,766 |
|
| ||||
Total operating expenses |
|
100,130 |
|
28,692 |
|
185,706 |
|
75,833 | ||||
Operating income |
|
(54,068) |
|
7,503 |
|
(48,382) |
|
10,196 | ||||
|
|
|
|
|
|
|
|
| ||||
Other income (expenses): |
|
|
|
|
|
|
|
| ||||
Interest expense |
|
(10,512) |
|
(10,167) |
|
(30,447) |
|
(25,879) | ||||
Extinguishment of debt |
|
|
|
|
|
(6,902) |
|
(720) | ||||
Equity in income of unconsolidated joint venture |
|
|
|
22 |
|
36 |
|
71 | ||||
Other income, net |
|
264 |
|
379 |
|
1,980 |
|
473 | ||||
Loss on derivative instruments |
|
|
|
(3,114) |
|
(4,055) |
|
(2,967) | ||||
Loss on disposition of property |
|
|
|
|
|
|
|
(44) | ||||
Total other expenses, net |
|
(10,248) |
|
(12,880) |
|
(39,388) |
|
(29,066) | ||||
Net loss |
|
(64,316) |
|
(5,377) |
|
(87,770) |
|
(18,870) | ||||
Net income attributable to non-controlling interests |
|
(179) |
|
(284) |
|
(526) |
|
(830) | ||||
Net loss attributable to stockholders |
|
(64,495) |
|
(5,661) |
|
(88,296) |
|
(19,700) | ||||
|
|
|
|
|
|
|
|
| ||||
Other comprehensive income (loss) items: |
|
|
|
|
|
|
|
| ||||
Designated derivatives, fair value adjustment |
|
27 |
|
(838) |
|
4,578 |
|
(864) | ||||
Unrealized gain (loss) on investment securities, net |
|
1,041 |
|
(433) |
|
2,972 |
|
(433) | ||||
Total other comprehensive income (loss) |
|
1,068 |
|
(1,271) |
|
7,550 |
|
(1,297) | ||||
Comprehensive loss |
|
$ |
(63,427) |
|
$ |
(6,932) |
|
$ |
(80,746) |
|
$ |
(20,997) |
|
|
|
|
|
|
|
|
| ||||
Basic and diluted net loss per share attributable to stockholders |
|
$ |
(0.41) |
|
$ |
(0.03) |
|
$ |
(0.54) |
|
$ |
(0.17) |
The accompanying notes are an integral part of these financial statements.
AMERICAN REALTY CAPITAL TRUST, INC.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Nine Months Ended September 30, 2012
(In thousands, except for share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
Common Stock |
|
|
|
|
Other |
|
|
|
|
|
|
|
Non- |
|
|
| ||||||||||||
|
|
Number of |
|
Par |
|
Additional |
|
Comprehensive |
|
Accumulated |
|
Total Stock- |
|
Controlling
|
|
Total Equity
| ||||||||||||||
Balance, December 31, 2011 |
|
177,963,413 |
|
$ |
1,780 |
|
$ |
1,548,009 |
|
$ |
(5,053) |
|
$ |
(166,265) |
|
$ |
1,378,471 |
|
$ |
21,733 |
|
$ |
1,400,204 | |||||||
Common stock repurchased, inclusive of fees and expenses |
|
(20,952,380) |
|
(210) |
|
(232,113) |
|
|
|
|
|
(232,323) |
|
|
|
(232,323) | ||||||||||||||
Repurchase of fractional shares |
|
(12,251) |
|
|
|
(126) |
|
|
|
|
|
(126) |
|
|
|
(126) | ||||||||||||||
Offering costs |
|
|
|
|
|
(686) |
|
|
|
|
|
(686) |
|
|
|
(686) | ||||||||||||||
Common stock issued through distribution reinvestment plan |
|
1,009,415 |
|
10 |
|
9,579 |
|
|
|
|
|
9,589 |
|
|
|
9,589 | ||||||||||||||
Dividends declared |
|
|
|
|
|
|
|
|
|
(79,040) |
|
(79,040) |
|
|
|
(79,040) | ||||||||||||||
Common stock redemptions |
|
(289,685) |
|
(3) |
|
(20) |
|
|
|
|
|
(23) |
|
|
|
(23) | ||||||||||||||
Share based compensation |
|
858,118 |
|
9 |
|
1,526 |
|
|
|
|
|
1,535 |
|
|
|
1,535 | ||||||||||||||
Amortization of restricted stock |
|
|
|
|
|
13,283 |
|
|
|
|
|
13,283 |
|
|
|
13,283 | ||||||||||||||
Increase in interest in subsidiaries |
|
|
|
|
|
(999) |
|
|
|
|
|
(999) |
|
(10,587) |
|
(11,586) | ||||||||||||||
Contributions from non-controlling interest holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
750 |
|
750 | ||||||||||||||
Distributions to non-controlling interest holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,380) |
|
(1,380) | ||||||||||||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
(88,296) |
|
(88,296) |
|
526 |
|
(87,770) | ||||||||||||||
Other comprehensive income |
|
|
|
|
|
|
|
7,550 |
|
|
|
7,550 |
|
|
|
7,550 | ||||||||||||||
Balance, September 30, 2012 |
|
158,576,630 |
|
$ |
1,586 |
|
$ |
1,338,453 |
|
$ |
2,497 |
|
$ |
(333,601) |
|
$ |
1,008,935 |
|
$ |
11,042 |
|
$ |
1,019,977 | |||||||
The accompanying notes are an integral part of this financial statement.
AMERICAN REALTY CAPITAL TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Nine Months Ended September 30, | ||||
|
|
2012 |
|
2011 | ||
Cash flows from operating activities: |
|
|
|
| ||
Net loss |
|
$ |
(87,770) |
|
$ |
(18,870) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
| ||
Depreciation |
|
62,161 |
|
35,778 | ||
Amortization of intangibles |
|
16,360 |
|
9,237 | ||
Amortization of deferred financing costs |
|
5,422 |
|
3,641 | ||
Amortization (accretion) of mortgage discounts and premiums, net |
|
77 |
|
(116) | ||
Equity-based compensation |
|
14,818 |
|
1,099 | ||
Accretion of below-market lease liability |
|
(228) |
|
(228) | ||
Loss on disposition of property |
|
|
|
44 | ||
Equity in income of unconsolidated joint venture |
|
(36) |
|
(71) | ||
Gain on redemption of investment in unconsolidated joint venture |
|
(1,175) |
|
| ||
Loss (gain) on derivative instruments |
|
4,055 |
|
2,967 | ||
Changes in assets and liabilities: |
|
|
|
| ||
Prepaid expenses and other assets |
|
7,717 |
|
(12,378) | ||
Accounts payable and accrued expenses |
|
66,789 |
|
21,808 | ||
Deferred rent and other liabilities |
|
(2,570) |
|
596 | ||
Net cash provided by operating activities |
|
85,620 |
|
43,507 | ||
|
|
|
|
| ||
Cash flows from investing activities: |
|
|
|
| ||
Investment in real estate |
|
(43,223) |
|
(920,000) | ||
Investment in other assets |
|
(5,534) |
|
| ||
Purchase of investment securities |
|
|
|
(17,624) | ||
Distributions from unconsolidated joint venture |
|
12,412 |
|
631 | ||
Capital expenditures |
|
(1,513) |
|
(254) | ||
Proceeds from disposition of real estate and other assets |
|
|
|
581 | ||
Net cash used in investing activities |
|
(37,858) |
|
(936,666) | ||
|
|
|
|
| ||
Cash flows from financing activities: |
|
|
|
| ||
Proceeds from revolving credit facility |
|
269,438 |
|
| ||
Payments on revolving credit facility |
|
(77,131) |
|
| ||
Proceeds from long-term notes payable |
|
235,000 |
|
| ||
Payments on long-term notes payable |
|
|
|
(12,790) | ||
Proceeds from mortgage notes payable |
|
|
|
243,852 | ||
Payments on mortgage notes payable |
|
(162,834) |
|
(8,818) | ||
Payments related to extinguishment of debt |
|
(7,942) |
|
| ||
Payments of financing costs |
|
(5,893) |
|
(18,814) | ||
Proceeds from issuance of common stock, net |
|
|
|
991,424 | ||
Repurchase of common stock |
|
(220,000) |
|
| ||
Repurchase of fractional shares |
|
(126) |
|
| ||
Payments of costs for listing, tender offer and registration of common stock |
|
(10,570) |
|
| ||
Dividends paid |
|
(80,088) |
|
(31,587) | ||
Redemptions paid |
|
(2,866) |
|
(6,443) | ||
|
|
Nine Months Ended September 30, | ||||
|
|
2012 |
|
2011 | ||
Contributions from non-controlling interest holders |
|
750 |
|
| ||
Repayments of investments to non-controlling interest holders |
|
(11,586) |
|
| ||
Distributions to non-controlling interest holders |
|
(1,380) |
|
(1,528) | ||
Restricted cash |
|
(44) |
|
(2,618) | ||
Net cash provided by (used in) financing activities |
|
(75,272) |
|
1,152,678 | ||
Net (decrease) increase in cash and cash equivalents |
|
(27,510) |
|
259,519 | ||
Cash and cash equivalents, beginning of period |
|
33,329 |
|
31,985 | ||
Cash and cash equivalents, end of period |
|
$ |
5,819 |
|
$ |
291,504 |
|
|
|
|
| ||
|
|
|
|
| ||
Supplemental Disclosures: |
|
|
|
| ||
Cash paid for interest |
|
$ |
25,456 |
|
$ |
22,422 |
Cash paid for income taxes |
|
303 |
|
144 | ||
Non-Cash Investing and Financing Activities: |
|
|
|
| ||
Common stock issued through distribution reinvestment plan |
|
9,589 |
|
25,004 | ||
Mortgages assumed in real estate acquisitions |
|
|
|
41,279 |
The accompanying notes are an integral part of these financial statements.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Note 1 Organization
American Realty Capital Trust, Inc. (the Company), incorporated in August 2007, is a Maryland corporation that qualifies as a real estate investment trust (REIT) for federal income tax purposes. The Company was formed to acquire a diversified portfolio of commercial real estate, primarily freestanding single tenant properties net leased to credit worthy tenants on a long-term basis. In January 2008, the Company commenced an initial public offering (IPO) on a best efforts basis to sell up to 150.0 million shares of common stock, excluding 25.0 million shares issuable pursuant to a Distribution Reinvestment Plan (DRIP), offered at a price of $10.00 per share, subject to certain volume and other discounts. In March 2008, the Company commenced real estate operations. The Companys IPO closed in July 2011 and the Company operated as a non-traded REIT through February 29, 2012.
Effective as of March 1, 2012, the Company internalized the management services previously provided by American Realty Capital Advisors, LLC (the Former Advisor) and its affiliates, as a result of which the Company became a self-administered REIT managed full-time by its own management team (the Internalization). Concurrent with the Internalization, the Company listed its common stock on The NASDAQ Global Select Market (NASDAQ) under the symbol ARCT (the Listing).
To provide for an orderly transition in conjunction with the Internalization and the Listing, the Company and American Realty Capital Operating Partnership, L.P. (the OP) entered into an agreement, effective as of March 1, 2012, with the Former Advisor, a wholly-owned subsidiary of AR Capital, LLC (ARC) that managed the day-to-day business and affairs of the Company prior to the Internalization, to terminate the advisory agreement between the Company, the OP and the Former Advisor (the Advisory Agreement) and provide for certain transitional services to the Company. See Note 14 Related Party Transactions and Arrangements.
In connection with the Listing, the Company offered to purchase up to $220.0 million in shares of its common stock from stockholders, pursuant to a modified Dutch Auction cash tender offer (the Tender Offer). As a result of the Tender Offer, on April 4, 2012, the Company purchased 21.0 million shares of its common stock at a purchase price of $10.50 per share, for an aggregate cost of $220.0 million, excluding fees and expenses relating to the Tender Offer. See Note 10 Common Stock.
Substantially all of the Companys business is conducted through the OP, a Delaware limited partnership. The Company is the sole general partner of the OP and owns substantially all of the partnership interest in the OP. The Former Advisor is a limited partner of the OP and owns a nominal partnership interest (non-controlling interest) in the OP. The limited partner interests have the right to convert OP units into cash or, at the Companys option, a corresponding number of shares of the Companys common stock, as allowed by the limited partnership agreement of the OP.
As of September 30, 2012, the Company owned 507 properties with 15.8 million square feet of leasable area, 100% leased with a weighted average remaining lease term of 12.7 years. In constructing the portfolio, the Company has been committed to diversification by industry, tenant and geography.
Note 2 Merger Agreement
On September 6, 2012, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Realty Income Corporation, a Maryland corporation (Realty), and Tau Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Realty (Merger Sub). The Merger Agreement provides for the merger of the Company with and into Merger Sub (the Merger), with Merger Sub surviving as a wholly owned subsidiary of Realty. The Board of Directors of the Company has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time), each outstanding share of common stock, par value $0.01 per share, of the Company (Company Common Stock), will be converted into the right to receive 0.2874 shares of common stock, par value $0.01 per share, of Realty (Realty Common Stock).
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The Merger Agreement provides that any options to purchase shares of Company Common Stock that are outstanding and unexercised at the Effective Time will be deemed subject to a cashless exercise and the holder thereof will be deemed to receive a number of shares of Company Common Stock equal to (a) the number of shares of Company Common Stock subject to each such option, less (b) the number of shares of Company Common Stock equal in value to the aggregate exercise price of each option, assuming a fair market value of a share of Company Common Stock equal to the closing price of the Company Common Stock on the last completed trading day immediately prior to the consummation of the Merger, which shares of Company Common Stock will be converted into the right to receive 0.2874 shares of Realty Common Stock. In addition, immediately prior to the Effective Time, the vesting of each share of Company restricted stock will be accelerated, and each such share will be converted into the right to receive 0.2874 shares of Realty Common Stock.
The Company and Realty have made certain customary representations and warranties to each other in the Merger Agreement. The Company has agreed, among other things, not to solicit, initiate, knowingly encourage or facilitate any inquiry, discussion, offer or request from third parties regarding other proposals to acquire the Company and not to engage in any discussions or negotiations regarding any such proposal, or furnish to any third party non-public information regarding the Company. The Company has also agreed to certain other restrictions on its ability to respond to any such proposals. The Merger Agreement also includes certain termination rights for both the Company and Realty and provides that, in connection with the termination of the Merger Agreement, under specified circumstances, (i) the Company may be required to pay to Realty a termination fee of $51.0 million and/or reimburse Realtys transaction expenses in an amount equal to $4.0 million and (ii) Realty may be required to reimburse the Companys transaction expenses in an amount equal to $4.0 million.
The completion of the Merger is subject to various conditions, including, among other things, the approval by the Companys stockholders of the Merger and the other transactions contemplated by the Merger Agreement, the approval by Realtys stockholders of the issuance of Realty Common Stock in connection with the Merger and certain consents having been obtained. Realty and the Company filed preliminary joint proxy materials (Form S-4) with the Securities and Exchange Commission on October 1, 2012. Complete information on the Merger, including the Merger background, reasons for the Merger, who may vote, how to vote and the time and place of the Company stockholder meeting will be included in a definitive proxy statement to be filed in November 2012. As of September 30, 2012, the Company has incurred $4.9 million for legal, consulting and other expenses related to the Merger. The Merger is expected to close during the fourth quarter of 2012 or early in the first quarter of 2013.
Note 3 Listing and Internalization
The Listing occurred on March 1, 2012. In addition, effective March 1, 2012, in connection with the Internalization, the Company provided the Former Advisor with notice of termination of the Advisory Agreement. For the nine months ended September 30, 2012, the Company incurred $17.7 million of expenses that resulted from the Listing and Internalization, respectively. Of the $17.7 million of expenses for the nine months ended September 30, 2012, $12.9 million related to the vesting of previously issued restricted shares of common stock that became fully vested upon the Listing of the Company, $3.3 million related to a contract termination fee paid to the Former Advisor to terminate the Advisory Agreement and $1.5 million related to transfer agent fees and other transition costs.
In conjunction with the Internalization, the Company paid the Former Advisor $5.5 million for certain tangible and intangible assets. This transaction was accounted for as a business combination, which requires the Company to allocate the $5.5 million first to the fair value of identifiable assets, with any excess amounts allocated to goodwill. In accordance with accounting guidance, the Company has one year to finalize the amounts allocated to the fair value of the assets it acquired and to goodwill. Any amounts allocated to identifiable assets, except for any indefinite or non-amortizing intangibles identified, will be depreciated or amortized in accordance with the Companys policy. Amounts allocated to goodwill will be periodically and at least annually evaluated for impairment. At September 30, 2012, the entire $5.5 million is recorded in prepaid expenses and other assets on the consolidated balance sheet as the Company finalizes its accounting for the business combination. See Note 14 Related Party Transactions and Arrangements.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Note 4 Summary of Significant Accounting Policies
The financial statements of the Company included herein were prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011, which are included in the Companys Form 10-K filed with the SEC on February 15, 2012 and as amended on May 11, 2012.
The Companys significant accounting policies are described in Note 2 to the consolidated financial statements in the Companys Form 10-K for the year ended December 31, 2011. There have been no material changes to these policies during the three and nine months ended September 30, 2012, except for the following:
Business Combination
The Company accounts for transactions that meet the definition of a business combination by recording the assets acquired and liabilities assumed at their fair value upon acquisition. Intangible assets are identified and recognized individually. If the purchase price plus the fair value of the liabilities assumed exceeds the fair value of the assets acquired, goodwill is recognized. The Company has a period, not to exceed one year, from the date of acquisition, to gather all facts that existed at the acquisition date in determining fair value. Any amounts allocated to identifiable assets, except for any indefinite or non-amortizing intangibles identified, will be depreciated or amortized in accordance with the Companys policy. Amounts allocated to goodwill will be periodically and at least annually evaluated for impairment.
Reclassifications
Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current year presentation.
Recent Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (FASB) issued guidance that expands the existing disclosure requirements for fair value measurements, primarily for Level 3 measurements, which are measurements based on unobservable inputs such as the Companys own data. This guidance was largely consistent with previous fair value measurement principles with few exceptions that did not result in a change in general practice. The guidance became effective for interim and annual reporting periods ending after December 15, 2011. The adoption of this guidance did not have a material impact on the Companys financial position or results of operations as the guidance relates only to disclosure requirements.
In June 2011, the FASB issued guidance requiring entities to present items of net income and other comprehensive income either in one continuous statement - referred to as the statement of comprehensive income - or in two separate, but consecutive, statements of net income and other comprehensive income. The new guidance did not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. In December 2011, the FASB deferred certain provisions of this guidance related to the presentation of certain reclassification adjustments out of accumulated other comprehensive income, by component, in both the statement and the statement where the reclassification is presented. This guidance was applied prospectively and was effective for interim and annual periods ending after December 15, 2011. The adoption of this guidance did not have a material impact on the Companys financial position or results of operations but changed the location of the presentation of other comprehensive income to more closely associate the disclosure with net income.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
In September 2011, the FASB issued guidance that allows entities to perform a qualitative analysis as the first step in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then a quantitative analysis for impairment is not required. The guidance was effective for interim and annual impairment tests for fiscal periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Companys financial position or results of operations.
In December 2011, the FASB issued guidance which contains new disclosure requirements regarding the nature of an entitys rights of offset and related arrangements associated with its financial instruments and derivative instruments. The new disclosures are designed to make financial statements prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards and will give the financial statement users information about both gross and net exposures. The guidance is effective for interim and annual reporting periods beginning on or after January 1, 2013. The adoption of this guidance is not expected to have a material impact on the Companys financial position or results of operations.
In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company does not expect the adoption to have a material impact on the Companys consolidated financial statements.
Note 5 Real Estate Investments
The following table presents the allocation of the assets acquired and liabilities assumed during the periods presented (dollar amounts in thousands):
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, | ||||||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 | ||||
Real estate investments, at cost: |
|
|
|
|
|
|
|
| ||||
Land |
|
$ |
6,022 |
|
$ |
21,259 |
|
$ |
9,012 |
|
$ |
153,609 |
Buildings, fixtures and improvements |
|
20,939 |
|
164,459 |
|
29,143 |
|
688,075 | ||||
Total tangible assets |
|
26,961 |
|
185,718 |
|
38,155 |
|
841,684 | ||||
Acquired intangibles: |
|
|
|
|
|
|
|
| ||||
In-place leases |
|
3,315 |
|
27,756 |
|
5,068 |
|
119,264 | ||||
Mortgage assumed |
|
|
|
(10,528) |
|
|
|
(41,279) | ||||
Mortgage discount |
|
|
|
|
|
|
|
331 | ||||
Total assets acquired, net |
|
$ |
30,276 |
|
$ |
202,946 |
|
$ |
43,223 |
|
$ |
920,000 |
Number of properties purchased |
|
21 |
|
37 |
|
25 |
|
147 |
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The Company acquires and operates commercial properties. All such properties may be acquired and operated by the Company alone or jointly with another party. As of September 30, 2012, all of the properties the Company owned were 100% leased. The Company acquired the following properties during the nine months ended September 30, 2012 (dollar amounts in thousands other than annualized average rental income per square foot):
Property |
|
Acquisition |
|
No. of |
|
Square |
|
Ownership |
|
Remaining |
|
Base |
|
Capitalization |
|
Annualized |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Portfolio as of Dec. 31, 2011 |
|
|
|
482 |
|
15,514,727 |
|
Various |
|
12.8 |
|
$ |
2,110,738 |
|
8.16% |
|
$ |
172,150 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Acquisitions for the nine months ended September 30, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Tractor Supply V |
|
Jan. 2012 |
|
1 |
|
19,097 |
|
100% |
|
13.2 |
|
4,280 |
|
8.27% |
|
354 |
| |||
Tractor Supply VI |
|
Jan. 2012 |
|
2 |
|
41,767 |
|
100% |
|
9.9 |
|
6,291 |
|
8.52% |
|
536 |
| |||
FedEx XIV Expansion |
|
Jun. 2012 |
|
|
|
13,200 |
|
100% |
|
9.5 |
|
1,657 |
|
9.11% |
|
151 |
| |||
Family Dollar |
|
Jun., Jul. & Aug. 2012 |
|
7 |
|
61,875 |
|
100% |
|
9.9 |
|
6,053 |
|
8.62% |
|
522 |
| |||
Family Dollar II |
|
Aug. & Sep. 2012 |
|
3 |
|
24,365 |
|
100% |
|
9.8 |
|
3,127 |
|
8.73% |
|
273 |
| |||
Lockheed Martin Expansion |
|
Aug. 2012 |
|
|
|
23,414 |
|
100% |
|
7.3 |
|
14 |
|
13.10% |
|
2 |
| |||
Ruby Tuesday |
|
Aug. 2012 |
|
7 |
|
35,788 |
|
100% |
|
6.5 |
|
13,285 |
|
8.41% |
|
1,117 |
| |||
Advance Auto V |
|
Sep. 2012 |
|
1 |
|
7,000 |
|
100% |
|
8.8 |
|
1,051 |
|
8.56% |
|
90 |
| |||
Bojangles II |
|
Sep. 2012 |
|
4 |
|
12,988 |
|
100% |
|
10.6 |
|
7,465 |
|
8.01% |
|
598 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Subtotal for the nine months September 30, 2012 |
|
|
|
25 |
|
239,494 |
|
|
|
9.2 |
|
43,223 |
|
8.43% |
|
3,643 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total |
|
|
|
507 |
|
15,754,221 |
|
|
|
12.7 |
|
$ |
2,153,961 |
|
8.16% |
|
$ |
175,793 |
| |
Annualized average rental income per square foot |
|
|
|
|
|
$ |
11.16 |
|
|
|
|
|
|
|
|
|
|
| ||
Other investments (5) |
|
|
|
|
|
|
|
|
|
|
|
17,625 |
|
|
|
|
| |||
Total investment portfolio |
|
|
|
|
|
|
|
|
|
|
|
$ |
2,171,586 |
|
|
|
|
| ||
(1) Remaining lease term as of September 30, 2012, in years. If the portfolio has multiple locations with varying lease expirations, remaining lease term is calculated on a weighted-average basis. Total remaining lease term is an average of the remaining lease term of the total portfolio.
(2) Contract purchase price excluding acquisition and transaction-related costs. Acquisition and transaction-related costs include legal costs, acquisition fees paid to the Former Advisor for properties acquired prior to March 1, 2012 and closing costs on the property.
(3) Annualized rental income or annualized net operating income (NOI), on a straight-line basis, as applicable, divided by base purchase price. Total capitalization rate is an average of the capitalization rate of the total portfolio.
(4) Annualized rental income/NOI for net leases is projected rental income for 2012, including annualized rents for properties acquired in 2012, on a straight-line basis, as of September 30, 2012, which includes the effect of tenant concessions such as free rent, as applicable. For modified gross leased properties, amount is projected rental income for 2012, on a straight-line basis, as of September 30, 2012, which includes the effect of tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses.
(5) Includes a $17.6 million (cost basis) investment in the common stock of certain publicly traded REITs. See Note 6 Investment Securities.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Future Lease Payments
The following table presents future minimum base rental cash payments due to the Company subsequent to September 30, 2012. These amounts exclude contingent rentals that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (amounts in thousands):
Period |
|
Future Minimum Base |
| |
October 1, 2012 to December 31, 2012 |
|
$ |
42,894 |
|
2013 |
|
172,448 |
| |
2014 |
|
174,861 |
| |
2015 |
|
175,888 |
| |
2016 |
|
175,909 |
| |
Thereafter |
|
1,493,192 |
| |
Total |
|
$ |
2,235,192 |
|
Tenant Concentration
The following table lists tenants whose annualized rental income or NOI, on a straight-line basis, represented greater than 10% of consolidated annualized rental income as of September 30, 2012 and 2011:
|
|
September 30, 2012 |
|
September 30, 2011 |
|
|
|
|
|
FedEx |
|
17% |
|
15% |
Walgreens |
|
* |
|
12% |
* Tenants annualized rental income or NOI, on a straight-line basis, was not greater than 10% of total annualized rental income for all portfolio properties as of the dates specified.
The termination, delinquency or non-renewal of one of the above tenants may have a material adverse effect on revenues. No other tenant represented more than 10% of the annualized rental income for the periods presented.
Geographic Concentration
The following table lists the states where the Company has concentrations of properties whose annualized rental income or NOI, on a straight-line basis, represented greater than 10% of consolidated annualized rental income as of September 30, 2012 and 2011:
|
|
September 30, 2012 |
|
September 30, 2011 |
|
|
|
|
|
New York |
|
12% |
|
10% |
No other state had properties that in total represented more than 10% of the annualized rental income or NOI as of the dates presented.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Note 6 Investment Securities
At September 30, 2012, the Company had investments in common stock with a fair value of $20.2 million. These investments are accounted for as available-for-sale investments and therefore increases or decreases in the fair value of these investments are recorded in accumulated other comprehensive income as a component of equity on the balance sheet unless the securities are considered to be permanently impaired at which time the losses would be reclassified to expense.
The following table details the unrealized gains and losses on investment securities as of the dates indicated (in thousands):
|
|
September 30, 2012 |
| |||||||||||||
|
|
Cost |
|
Gross Unrealized |
|
Gross Unrealized |
|
Fair Value |
| |||||||
|
|
|
|
|
|
|
|
|
| |||||||
Common stock |
|
$ |
17,625 |
|
|
$ |
2,622 |
|
|
$ |
|
|
|
$ |
20,247 |
|
|
|
December 31, 2011 |
| |||||||||||||
|
|
Cost |
|
Gross Unrealized |
|
Gross Unrealized |
|
Fair Value |
| |||||||
|
|
|
|
|
|
|
|
|
| |||||||
Common stock |
|
$ |
17,625 |
|
|
$ |
246 |
|
|
$ |
(596 |
) |
|
$ |
17,275 |
|
Note 7 Revolving Credit Facility
In August 2011, the Company entered into a revolving credit facility with RBS Citizens, N.A. and a syndicate of financial institutions (the RBS Facility) for an aggregate maximum principal amount of $330.0 million at September 30, 2012. Additionally, the RBS Facility has an accordion feature that allows it to be increased up to a maximum of $500.0 million under certain conditions. The proceeds of loans made under the RBS Facility may be used to finance the acquisition of net leased, investment or non-investment grade occupied properties or for general corporate purposes. Up to $15.0 million of the facility is available for letters of credit. The RBS Facility matures in August 2014.
The RBS Facility bears interest at the rate of (i) LIBOR with respect to Eurodollar rate loans plus a margin of 2.05% to 2.85%, depending on the Companys leverage ratio; or (ii) the greater of the federal funds rate plus 1.0% and the interest rate publicly announced by RBS Citizens, N.A. as its prime rate or base rate at such time with respect to base rate loans plus a margin of 1.25% to 1.75% depending on the Companys leverage ratio.
The RBS Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of September 30, 2012, the Company was in compliance with the financial covenants under the RBS Facility agreement.
In the event of a default, RBS Citizens, N.A. has the right to terminate its obligations under the credit agreement, including the funding of future loans, and to accelerate the payment on any unpaid principal amount of all outstanding loans. The RBS Facility requires a fee of 0.15% on the unused balance if amounts outstanding under the facility are 50% or more of the total facility amount and 0.25% on the unused balance if amounts outstanding under the facility are 50% or less of the total facility amount.
As of September 30, 2012, there was $202.3 million outstanding on the RBS Facility. The Company had letters of credit in the amount of $0.4 million under the RBS Facility at September 30, 2012. The effective annualized interest rate on the RBS Facility was 2.47% as of September 30, 2012. The Company had $127.3 million of unused borrowing capacity under the RBS Facility at September 30, 2012.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Note 8 Long-Term Note Payable
In April 2012, through the OP, the Company entered into an agreement with Wells Fargo Bank, National Association (Wells Fargo) for an interim term loan in the amount of $200.0 million (the Interim Term Loan). Proceeds from the Interim Term Loan were used to prepay $161.2 million of the Companys outstanding mortgage indebtedness and related prepayment and other costs and to repay $23.8 million of the RBS Facility.
The Interim Term Loan was repaid in July 2012 with proceeds from a new $235.0 million five-year term loan (the Term Loan) that bears interest at the rate of LIBOR with respect to Eurodollar rate loans plus a margin of 1.95% to 2.75%, depending on the Companys leverage ratio. The Term Loan requires interest-only payments until maturity in June 2017. Excess proceeds, after expenses and the repayment of the Interim Term Loan, were used to repay $33.3 million of the RBS Facility. As of September 30, 2012, the Company had $235.0 million outstanding on the Term Loan, which bore interest at an effective annualized rate of 2.61%.
The Term Loan requires and the Interim Term Loan required the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of September 30, 2012, the Company was in compliance with the financial covenants under the Term Loan agreement.
Note 9 Mortgage Notes Payable
The Companys mortgage notes payable consist of the following (dollar amounts in thousands):
|
|
Encumbered |
|
Outstanding |
|
Weighted Average |
|
Weighted Average | |||||
|
|
|
|
|
|
|
|
| |||||
September 30, 2012 |
|
171 |
|
|
$ |
511,144 |
|
|
5.22 |
% |
|
4.69 |
|
December 31, 2011 |
|
254 |
|
|
$ |
673,978 |
|
|
5.27 |
% |
|
5.21 |
|
(1) Mortgage notes payable have fixed rates or rates that are fixed through the use of interest rate hedging instruments. Effective interest rates range from 4.09% to 6.97% at September 30, 2012 and December 31, 2011.
(2) Weighted average remaining years until maturity as of the periods presented.
The Companys sources of mortgage loan financing generally require financial covenants, including restrictions on corporate guarantees, the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of September 30, 2012, the Company was in compliance with the debt covenants under the mortgage loan agreements.
In April 2012, the Company prepaid $161.2 million of mortgage indebtedness and related prepayment costs. In connection with the Companys extinguishment of outstanding indebtedness, the Company incurred $4.6 million of prepayment penalties and fees related to the termination of certain interest rate derivative arrangements that were associated with the extinguished mortgages and wrote off $2.3 million of related deferred financing costs and unamortized mortgage discounts during the nine months ended September 30, 2012.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The following table summarizes the scheduled aggregate principal repayments subsequent to September 30, 2012 (amounts in thousands):
Period |
|
Total |
| |
October 1, 2012 to December 31, 2012 |
|
$ |
443 |
|
2013 |
|
5,922 |
| |
2014 |
|
33,031 |
| |
2015 |
|
87,744 |
| |
2016 |
|
239,868 |
| |
Thereafter |
|
144,136 |
| |
Total |
|
$ |
511,144 |
|
Note 10 Common Stock
The Company listed its common stock on NASDAQ under the symbol ARCT on March 1, 2012. As of September 30, 2012 and December 31, 2011, the Company had 158.6 million and 178.0 million shares of common stock outstanding, respectively.
On February 15, 2012, the Company announced its intention to offer to purchase its common stock in an amount up to $220.0 million from its stockholders, pursuant to the Tender Offer. As a result of the Tender Offer, on March 29, 2012, the Company accepted for purchase 21.0 million shares of its common stock at a purchase price of $10.50 per share, for an aggregate cost of $220.0 million, excluding related fees and expenses. The Company purchased the 21.0 million tendered shares on April 4, 2012. The Company incurred $12.4 million in costs related to the Tender Offer.
In February 2012, the Companys Board of Directors authorized and the Company declared an annual dividend of $0.70 per share or $0.0583 per share per month, which was paid to stockholders of record at the close of business on the 8th day of each month and payable on the 15th day of such month.
In July 2012, the Companys Board of Directors authorized and the Company declared an increased annual dividend of $0.715 per share, or $0.0596 per share per month, payable, but not guaranteed, monthly to stockholders of record at the close of business on the 8th day of each month and payable on the 15th day of such month. The first dividend at such rate was paid on September 15, 2012 to stockholders of record at the close of business on September 8, 2012.
Prior to February 2012, the Company had a DRIP whereby stockholders could elect to have their distributions reinvested in shares of common stock at $9.50 per share. In February 2012, at the time the Company announced its intention to list its common stock on NASDAQ, the DRIP was suspended. On a cumulative basis, 6.3 million shares were issued under the DRIP.
Prior to February 2012, the Company had a Share Repurchase Program (SRP) whereby stockholders could sell their shares to the Company in limited circumstances. In February 2012, at the time the Company announced its intention to list its common stock on NASDAQ, the SRP was terminated. On a cumulative basis, 1.4 million shares were repurchased under the SRP.
In May 2012, the Company filed a universal shelf registration statement on Form S-3 that permits the Company to sell, at any time and from time to time, in one or more offerings, an indeterminate number, principal amount or liquidation amount of common stock, preferred stock, debt securities, warrants, units or any combination thereof, up to the amount authorized by the Companys charter. As of September 30, 2012, the Companys charter authorized the Company to issue up to a maximum of 240.0 million shares of common stock (including the shares currently outstanding) and 10.0 million shares of preferred stock; however, the Board of Directors has the ability to amend the Companys charter from time to time to increase or decrease the number of authorized shares. Net proceeds from the securities issued may be used for general corporate purposes, including the funding of the Companys investment activity, the repayment of outstanding indebtedness, working capital or other corporate purposes. No amounts have been issued under this registration statement as of September 30, 2012.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Note 11 Fair Value of Financial Instruments
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 Unobservable inputs that reflect the entitys own assumptions about how market participants would value the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of September 30, 2012 and December 31, 2011, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Companys derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Companys potential nonperformance risk and the performance risk of the counterparties.
The Company has common stock investments that are traded on a national exchange and therefore, due to the availability of quoted market prices in active markets, classified these investments as Level 1 in the fair value hierarchy.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The following table presents information about the Companys assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2012 and December 31, 2011, aggregated by the level in the fair value hierarchy within which those instruments fall (amounts in thousands):
|
|
Quoted Prices in |
|
Significant Other |
|
Significant |
|
Total |
| |||||||
September 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investments in common stock |
|
$ |
20,247 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
20,247 |
|
Interest rate swap, collar and cap derivatives, net |
|
$ |
|
|
|
$ |
135 |
|
|
$ |
|
|
|
$ |
135 |
|
December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investments in common stock |
|
$ |
17,275 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
17,275 |
|
Interest rate swap and collar derivatives, net |
|
$ |
|
|
|
$ |
8,602 |
|
|
$ |
|
|
|
$ |
8,602 |
|
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1, 2 or 3 of the fair value hierarchy during the nine months ended September 30, 2012.
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, other receivables, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheet due to their short-term nature. The fair values of the mortgage notes payable and the portion of the floating rate debt that is fixed through the use of derivative instruments are obtained by calculating the present value at current market rates. The interest rates of the note payable and the RBS Facility that are not fixed with derivative instruments are determined by variable market rates and the Companys leverage ratio, and each has terms commensurate with the market; as such, the outstanding balances on the note payable and the RBS Facility approximate fair value.
The fair values of the Companys financial instruments that are not reported at fair value on the consolidated balance sheet are reported below (amounts in thousands):
|
|
|
|
Carrying Amount (1) at |
|
Fair Value at |
|
Carrying Amount (1) at |
|
Fair Value at |
| |||||||
|
|
Level |
|
September 30, |
|
September 30, |
|
December 31, |
|
December 31, |
| |||||||
Mortgage notes payable |
|
3 |
|
$ |
511,900 |
|
|
$ |
539,204 |
|
|
$ |
674,657 |
|
|
$ |
687,481 |
|
Long-term note payable |
|
3 |
|
$ |
235,000 |
|
|
$ |
235,000 |
|
|
$ |
|
|
|
$ |
|
|
Revolving credit facility |
|
3 |
|
$ |
202,307 |
|
|
$ |
202,307 |
|
|
$ |
10,000 |
|
|
$ |
10,000 |
|
(1) Carrying amount includes premiums and discounts on mortgage notes payable.
Note 12 Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Companys operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The table below presents the fair value of the Companys derivative financial instruments as well as their classification on the balance sheets as of September 30, 2012 and December 31, 2011 (amounts in thousands):
|
|
Balance Sheet Location |
|
September 30, 2012 |
|
December 31, 2011 |
| |||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
| ||
Interest Rate Products |
|
Derivatives, at fair value |
|
$ |
(135 |
) |
|
$ |
(7,702 |
) |
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
| ||
Interest Rate Products |
|
Derivatives, at fair value |
|
$ |
|
|
|
$ |
(900 |
) |
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Companys variable-rate debt. During the next twelve months, the Company estimates that an additional $0.1 million will be reclassified from other comprehensive income as an increase to interest expense.
Derivatives Designated as Hedging Instruments
The Companys objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract.
Derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.
As of September 30, 2012, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands):
Interest Rate Derivative |
|
Number of |
|
Notional Amount |
| |
Interest Rate Swap |
|
1 |
|
$ |
81 |
|
Interest Rate Collar |
|
1 |
|
4,115 |
| |
As of December 31, 2011, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands):
Interest Rate Derivative |
|
Number of |
|
Notional Amount |
| |
Interest Rate Swaps |
|
10 |
|
$ |
106,348 |
|
Interest Rate Collar |
|
1 |
|
4,115 |
| |
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2012 and 2011 (amounts in thousands):
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| ||||||||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| ||||||
Amount of loss recognized in accumulated other comprehensive income as interest rate derivatives (effective portion) |
|
$ |
(6 |
) |
|
$ |
(1,368) |
|
$ |
(497 |
) |
|
$ |
(2,464 |
) |
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense or extinguishment of debt costs (effective portion) |
|
$ |
(33 |
) |
|
$ |
(528) |
|
$ |
(5,077 |
) |
|
$ |
(1,600 |
) |
Amount of gain (loss) recognized in income on derivative as loss on derivative instruments (ineffective portion and amount excluded from effectiveness testing) |
|
$ |
|
|
|
$ |
(20) |
|
$ |
(4,432 |
) |
|
$ |
(83 |
) |
In March 2012, the Company had informed certain lenders of its intention to repay certain mortgage notes payable and terminate the related swap arrangements. Therefore, all interest rate hedging instruments associated with those mortgage notes payable were transferred from hedging instruments to derivatives not designated as hedging instruments and $4.5 million related to those derivatives previously recorded in other comprehensive income was reclassified to extinguishment of debt on the accompanying consolidated statement of operations during the three months ended March 31, 2012.
Derivatives Not Designated as Hedging Instruments
Derivatives not designated as hedges are not speculative. These derivatives are used to manage the Companys exposure to interest rate movements and other identified risks but are not designated or do not meet the strict hedge accounting requirements to be classified as hedging instruments.
As of September 30, 2012, the Company had the following outstanding interest rate derivatives that were not designated as cash flow hedges in qualifying hedging relationships (dollar amounts in thousands):
Interest Rate Derivative |
|
Number of |
|
Notional Amount |
| |
Interest Rate Cap |
|
1 |
|
$ |
50,000 |
|
As of December 31, 2011, the Company had the following outstanding interest rate derivatives that were not designated as cash flow hedges in qualifying hedging relationships (dollar amounts in thousands):
Interest Rate Derivative |
|
Number of |
|
Notional Amount |
| |
Interest Rate Collar |
|
1 |
|
$ |
22,680 |
|
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The table below details the amount and location in the financial statements of the gain or loss recognized on derivatives not designated as hedging instruments for the three and nine months ended September 30, 2012 and 2011 (amounts in thousands):
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| |||||||||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| |||||||
Location of Gain or (Loss) Recognized in Income on Derivative: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
$ |
|
|
|
$ |
(195) |
|
$ |
|
|
|
$ |
(578 |
) | |
Gains (losses) on derivative instruments |
|
$ |
|
|
|
$ |
122 |
|
$ |
(53 |
) |
|
$ |
298 |
| |
Total |
|
$ |
|
|
|
$ |
(73) |
|
$ |
(53 |
) |
|
$ |
(280 |
) | |
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of September 30, 2012, the fair value of derivatives in a net liability position related to these agreements was $0.1 million. As of September 30, 2012, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $0.1 million at September 30, 2012.
Note 13 Commitments and Contingencies
Litigation
In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company, except for the following:
Since the announcement of the Merger Agreement on September 6, 2012, six alleged class actions and/or shareholder derivative actions have been filed on behalf of alleged stockholders of the Company and/or the Company itself in the Circuit Court for Baltimore City, Maryland, under the following captions: Quaal v. American Realty Capital Trust Inc., et al., No. 24-C-12-005306, filed September 7, 2012; Hill v. American Realty Capital Trust, Inc., et al., No. 24-C-12-005502, filed September 19, 2012; Goldwurm v. American Realty Capital Trust, Inc., et al., No. 24-C-12-005524, filed September 20, 2012; Gordon v. Schorsch, et al., No. 24-C-12-005571, filed September 21, 2012; Gregor v. Kahane, et al., No. 24-C-12-005563, filed September 21, 2012; and Rooker v. American Realty Capital Trust, Inc., et al., No. 24-C-12-005924. Plaintiffs in four of the Maryland actions, Quaal, Hill, Gordon, and Gregor, moved to consolidate the actions and to appoint Brower Piven, P.C. as lead counsel for plaintiffs, with support from the plaintiff in the Rooker action. Plaintiff in the other outstanding Maryland action, Goldwurm, filed a cross-motion to consolidate and to appoint Faruqi & Faruqi LLP as lead counsel.
Two alleged class actions also have been filed on behalf of alleged stockholders of the Company in the Supreme Court of the State of New York for New York, New York, under the following captions: The Carol L. Possehl Living Trust v. American Realty Capital Trust, Inc., et al., No. 653300-2012, filed September 20, 2012; and Salenger v. American Realty Capital Trust, Inc. et al., No. 353355-2012, filed September 25, 2012. On October 18, 2012, the cases were consolidated under the caption In re American Realty Capital Trust Shareholders Litigation, and on October 19, 2012, defendants filed a petition to stay the consolidated case pending resolution of the actions in Maryland.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
All of these complaints name as defendants the Company, members of the Companys Board of Directors, Realty and Merger Sub. In each case, the plaintiffs allege that the Companys Directors breached their fiduciary duties to the Company and/or its stockholders in negotiating and approving the Merger Agreement, that the consideration negotiated in the Merger Agreement improperly values the Company, that the Companys stockholders will not receive fair value for their common stock of the Company in the Merger, and that the terms of the Merger Agreement impose improper deal-protection devices that purportedly preclude competing offers. The complaints further allege that Realty, Merger Sub and, in some cases, the Company aided and abetted those alleged breaches of fiduciary duty. Plaintiffs seek injunctive relief, including enjoining or rescinding the Merger, and an award of other unspecified attorneys and other fees and costs, in addition to other relief.
The cases involve complex issues of law and fact and have not yet progressed to the point where the Company can:
· predict their outcomes;
· estimate damages that might result from the cases; or
· predict the effects that final resolutions that the cases might have on its business, financial condition or results of operations, although such effects could be materially adverse.
The Company believes these allegations to be without merit. The Company intends to seek dismissal of the lawsuits for failure to state a valid legal claim, and if the cases are not dismissed on motion, to vigorously defend itself against these allegations. The Company maintains directors and officers liability insurance which the Company believes should provide coverage to the Company and its officers and directors for most or all of any costs, settlements or judgments resulting from the lawsuits.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and the Company is not aware of any other environmental condition that it believes will have a material adverse effect on the consolidated results of operations.
Note 14 Related Party Transactions and Arrangements
Effective as of March 1, 2012, the Company internalized the management services previously provided to it by the Former Advisor and its affiliates, concurrently with the Listing. The Former Advisor is wholly-owned by ARC. ARC is majority-owned and controlled by Nicholas S. Schorsch, the Companys Chairman of the Board of Directors and William M. Kahane, the Companys Chief Executive Officer, President and Director.
Fees in Connection with the Merger
The Company entered into agreements with an affiliate, ARC Advisory Services, LLC, to provide legal services up to the date that the Company entered into the Merger Agreement and until the Merger closes. The Company has agreed to pay $1.6 million pursuant to these contracts. As of September 30, 2012, the Company has incurred $1.3 million of expenses pursuant to these agreements, which includes amounts for services provided as of that date.
The Company entered into an agreement with an affiliate, ARC Advisory Services, LLC, to provide support services including legal, accounting, marketing, human resources and information technology, among other services, until the earlier of the Merger closing date or one year. The agreement provides for reimbursement for actual costs and expenses incurred in providing such services. As of September 30, 2012 the Company has incurred $25,000 for services pursuant to this agreement.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The Company entered into an agreement with affiliates Realty Capital Securities, LLC and ARC Advisory Services, LLC, to provide financial advisory and information agent services related to the proxy solicitation seeking approval of the Merger by the Companys stockholders which services are expected to be provided in the third and fourth quarters of 2012. Services to be provided include facilitation of the preparation, distribution and accumulation and tabulation of proxy materials, stockholder, analyst and financial advisor communications and consultation on materials and communications made to the public and regulatory agencies regarding the Merger. The Company has agreed to pay $1.5 million pursuant to this contract. As of September 30, 2012, the Company has incurred $0.5 million of expenses pursuant to this agreement, which includes amounts for services provided as of that date.
The Company is party to a license agreement with its affiliates, the Former Advisor and ARC, pursuant to which the Company licenses office space in New York, New York, Dresher, Pennsylvania and Palo Alto, California. The Company has agreed to indemnify the the Former Advisor and ARC against liabilities resulting from the Companys use and/or occupancy of the licensed space, including attorneys fees and costs. This license agreement will be terminated concurrently with the closing of the Merger.
Incentive Listing Fee
In connection with the Listing, ARC was entitled to a subordinated incentive listing fee equal to 15.0% of the Excess Value Amount. The Excess Value Amount is defined as the amount, if any, by which (a) the market value of the Companys common stock, based on the volume-weighted average of the daily volume-weighted average price, increased by the cumulative dividends paid by the Company during the measurement period for each day following the ex-dividend date of each respective dividend on September 5, 2012 and October 3, 2012, as declared by NASDAQ, of the shares issued and outstanding at the Listing over the 30 trading days beginning August 28, 2012, which is the 181st day after the shares were first listed on NASDAQ (Seasoned Average Market Value), plus (b) distributions paid by the Company, from May 21, 2008 and prior to March 1, 2012, exceeds (c) the sum of the total amount of capital raised from stockholders during the IPO and (d) the amount of cash flow necessary to generate a 6.0% annual cumulative, non-compounded return to such stockholders through March 1, 2012, which equated to a minimum stock price of $9.81 per share.
Payment of such fee was initially to be made in the form of a three year promissory note bearing interest at the applicable federal rate established by the Internal Revenue Service on the date of issuance (Subordinated Incentive Listing Fee Note), payable at maturity in cash or shares of the Companys common stock at the option of the holder.
In connection with certain requests and negotiation related to the Companys entry into the Merger Agreement, the Company and ARC agreed to modify the terms of the Subordinated Incentive Listing Fee Note to (i) provide for a cap and floor on the principal amount of the Subordinated Incentive Listing Fee Note, (ii) provide that, until October 31, 2012, such note shall be due and payable upon demand on not less than five (5) business days prior written notice by ARC and (iii) eliminate ARCs right to convert the principal amount of the Subordinated Incentive Listing Fee Note into shares of the Companys common stock at maturity.
On October 10, 2012, the Excess Value Amount was determined to be $421.3 million resulting in the issuance of the Subordinated Incentive Listing Fee Note in the principal amount of $63.2 million. On October 10, 2012, ARC exercised its right to demand payment of the Subordinated Incentive Listing Fee Note and on October 12, 2012, the Company paid ARC $63.2 million, equal to the principal amount plus accrued interest, in full satisfaction of the Subordinated Incentive Listing Fee Note.
As of September 30, 2012, the Company recorded an accrued expense related to the Subordinated Incentive Listing Fee Note in the amount of $63.2 million, charged to Listing, Internalization and Merger expenses.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Amounts Paid in Connection with Listing, Internalization and Tender Offer
Effective as of March 1, 2012, the Company and the OP entered into an Amendment and Acknowledgment of Termination of the Amended and Restated Advisory Agreement (the Amendment and Acknowledgment of Termination) with the Former Advisor, a wholly-owned subsidiary of ARC that managed the day-to-day business and affairs of the Company prior to the Internalization. Pursuant to the Amendment and Acknowledgment of Termination, the Company and the OP provided the Former Advisor with notice of termination of that certain Amended and Restated Advisory Agreement, dated June 2, 2010, effective on April 30, 2012, in accordance with the terms thereof. The Company paid the Former Advisor a termination fee and other costs in the amount of $3.6 million on March 1, 2012.
In conjunction with the Internalization, the Company paid the Former Advisor $5.5 million for tangible and intangible assets. This transaction was accounted for as a business combination, which requires the Company to allocate the $5.5 million first to the fair value of identifiable assets, with any excess amounts allocated to goodwill. In accordance with accounting guidance, the Company has one year to finalize the amounts allocated to the fair value of the assets it acquired and to goodwill.
In addition to the amount paid for tangible and intangible assets, $3.3 million was paid to the Former Advisor for cost reimbursements related to amounts incurred by the Former Advisor on the Companys behalf for the Listing, Tender Offer and a registration statement that was filed with the SEC and subsequently withdrawn.
Fees Paid in Connection With the Operations of the Company
Prior to the Internalization on March 1, 2012, the Company paid fees to the Former Advisor and its affiliates as described below. Subsequent to March 1, 2012 the Company is no longer obligated to pay fees to the Former Advisor. The Company pays the Former Advisor and its affiliates for legal, technology and other services based on usage of such services. For the three and nine months ended September 30, 2012, the Company paid the Former Advisor $0.2 million and $0.5 million, respectively, for such services unrelated to the Merger.
Pursuant to the Advisory Agreement, the Former Advisor received an acquisition fee of 1.0% of the contract purchase price of each acquired property and was reimbursed for acquisition costs incurred in the process of acquiring properties. In no event could the total of all acquisition and advisory fees and acquisition expenses payable with respect to a particular investment exceed 4.0% of the contract purchase price.
The Company paid the Former Advisor an annual fee of up to 1.0% of the contract purchase price of each property based on assets held by the Company on the measurement date, adjusted for appropriate closing dates for individual property acquisitions.
For the management and leasing of its properties, the Company paid to an affiliate of its Former Advisor a property management fee of (a) 2.0% of gross revenues from its single tenant properties and (b) 4.0% of gross revenues from its multi-tenant properties, plus, in each case, market-based leasing commissions applicable to the geographic location of the property. The Company also reimbursed the affiliate costs of managing the properties.
The Company was required to pay the Former Advisor a financing coordination fee for services in connection with the origination or refinancing of any debt that the Company obtained and used to acquire properties or to make other permitted investments, or that was assumed, directly or indirectly, in connection with the acquisition of properties, equal to 1.0% of the amount available and/or outstanding under such financing, subject to certain limitations.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The following table details amounts paid and reimbursed to affiliates as well as amounts contractually due to the Former Advisor which were forgiven in connection with the operations-related services described above (amounts in thousands):
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| |||||||||||||||||||||||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| |||||||||||||||||||||
|
|
Paid |
|
Forgiven |
|
Paid |
|
Forgiven |
|
Paid |
|
Forgiven |
|
Paid |
|
Forgiven |
| |||||||||||||
One-time fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Acquisition fees and related cost reimbursements |
|
NA |
|
NA |
|
$ |
3,515 |
|
|
$ |
|
|
|
$ |
682 |
|
|
$ |
|
|
|
$ |
15,900 |
|
|
$ |
|
| ||
Financing coordination fees and related cost reimbursements |
|
NA |
|
NA |
|
1,256 |
|
|
|
|
|
1,050 |
|
|
|
|
|
3,968 |
|
|
|
| ||||||||
Other expense reimbursements |
|
NA |
|
NA |
|
3,906 |
|
|
|
|
|
27 |
|
|
|
|
|
6,287 |
|
|
|
| ||||||||
On-going fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Asset management fees |
|
NA |
|
NA |
|
1,022 |
|
|
3,293 |
|
|
3,486 |
|
|
|
|
|
2,572 |
|
|
7,643 |
| ||||||||
Property management and leasing fees |
|
NA |
|
NA |
|
|
|
|
662 |
|
|
585 |
|
|
|
|
|
|
|
|
1,580 |
| ||||||||
Total operational fees and reimbursements |
|
$ |
|
|
$ |
|
|
$ |
9,699 |
|
|
$ |
3,955 |
|
|
$ |
5,830 |
|
|
$ |
|
|
|
$ |
28,727 |
|
|
$ |
9,223 |
|
NA The agreement pursuant to which this fee or expense reimbursement applies was terminated on March 1, 2012.
Fees Paid in Connection with the Liquidation of the Companys Real Estate Assets
The Company was obligated to pay a brokerage commission on the sale of property, not to exceed the lesser of one-half of reasonable, customary and competitive real estate commission or 3.0% of the contract price for property sold (inclusive of any commission paid to outside brokers), in each case, payable to the Former Advisor if the Former Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. As of March 1, 2012, the Company is no longer obligated to pay such fees. No amounts were paid for the three and nine months ended September 30, 2012 or for the three months ended September 30, 2011, and $19,000 was paid for the nine months ended September 30, 2011.
Fees Paid in Connection with Common Stock Offering
Realty Capital Securities, LLC (the Dealer Manager), which is wholly-owned by ARC, was the dealer manager for the IPO. In connection with its services as dealer manager, the Dealer Manager received selling commissions of 7.0% of the gross offering proceeds from the sale of the Companys common stock (as well as sales of long-term notes and exchange transactions) from the IPO before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager received dealer manager fees of 3.0% of the gross offering proceeds from the IPO before reallowance to participating broker-dealers. No selling commissions or dealer manager fees were paid to the Dealer Manager with respect to shares sold under the DRIP. The agreement with the Dealer Manager terminated at the completion of the IPO in July 2011. As no proceeds were raised during the three and nine months ended September 30, 2012, no selling commissions or dealer manager fees were paid to the Dealer Manager for such periods. The Company incurred total commissions to the Dealer Manager of $38.3 million and $114.8 million during the three and nine months ended September 30, 2011, respectively.
Prior to the termination of the IPO, the Company reimbursed the Former Advisor up to 1.5% of the gross offering proceeds from the IPO. As no proceeds were raised during the three and nine months ended September 30, 2012, no offering expense reimbursements were paid to the Former Advisor for such periods. The Company incurred total offering expense reimbursements to the Former Advisor of $2.0 million and $4.8 million during the three and nine months ended September 30, 2011, respectively.
Financing
The Company has a $0.4 million letter of credit from the RBS Facility, which is used as a security deposit on rented office space for the Former Advisor.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Common Stock Investment
In September 2011, the Company purchased 0.3 million shares of common stock in an initial public offering of an affiliated public company, valued at $3.5 million at September 30, 2012 and $2.9 million at December 31, 2011, respectively. The aggregate fair value of all investment securities owned by the Company was $20.2 million at September 30, 2012 and $17.3 million at December 31, 2011.
Investment in Unconsolidated Joint Venture
In December 2010, the Company entered into a joint venture agreement with an affiliate and an unrelated third party investor to invest in a portfolio of five retail condominium units. The Companys initial investment in this joint venture was $12.0 million and a 1.0% fee was paid to the Company by the affiliate. In June 2012, the joint venture agreement was terminated and this investment was fully redeemed, for which the Company recorded a gain of $1.2 million. The Company received cash distributions of $12.4 million for the nine months ended September 30, 2012. For the nine months ended September 30, 2012, the Companys share of the net profit on the property was $36,000, respectively. For the three and nine months ended September 30, 2011, the Companys share of the net profit on the property was $22,000 and $71,000. No fees were paid to the Former Advisor in connection with this agreement.
Operating Partnership Units Owned by an Affiliate
On August 23, 2012, ARC Real Estate Partners, LLC (AREP), which is an affiliate comprised of Mr. Schorsch, Mr. Kahane and three other members of the Former Advisor, invested $0.8 million in the OP in exchange for 65,789 OP units. See Note 18 Non-controlling Interests.
Restricted Shares Granted
On June 7, 2012, the Company made a one-time grant of 65,843 restricted shares to non-employees who work for the Former Advisor. These restricted shares will vest ratably each January 1st from January 1, 2013 through January 1, 2016. The share-based compensation expense related to these restricted shares granted to the non-employees is calculated using the fair value of stock at the vesting date. For the three and nine months ended September 30, 2012, the share-based compensation expense related to these restricted shares was $0.1 million.
Note 15 Economic Dependency
Under various agreements, prior to Internalization, the Company had engaged the Former Advisor and its affiliates to provide certain services, for a fee, that were essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Companys common stock available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations.
As a result of these relationships, the Company was dependent upon the Former Advisor and its affiliates prior to Internalization. As of March 1, 2012, the Company became a self-administered REIT and therefore the Company no longer relies on the Former Advisor and its affiliates to provide the Company with these services. The Company may from time to time engage the Former Advisor for legal, information technology or other support services for which it will pay market rates. See Note 14 Related Party Transactions and Arrangements.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Note 16 Share-Based Compensation
Annual Incentive Compensation
In March 2012, the Company adopted an Annual Incentive Compensation Plan (AICP) under which the Companys executives, employees and non-employee directors selected by the Companys compensation committee (the Committee) may be eligible to earn annual performance-based bonus awards from a pool established each fiscal year that is funded via both a discretionary component and a formulaic component. Funding of the discretionary component is subject to the annual approval of the Committee based upon an assessment of corporate and individual performance relative to certain performance criteria and objectives to be determined by the Companys Board of Directors. For fiscal 2012, the maximum size of the AICP pool will be calculated as the sum of:
· Discretionary Component: an amount equal to up to 0.5% of the Companys stockholders equity of $1.9 billion on March 1, 2012; and
· Formulaic Component: an amount equal to 20.0% of the Companys annualized funds from operations (FFO) in excess of 6.0% of the Companys market capitalization of $1.9 billion as of March 1, 2012.
Any performance-based awards earned under the AICP and allocated to participants may be divided into the following three separate incentive compensation components, with payment of each conditioned on the participants continued employment or continued service with the Company through the applicable payment date: cash bonus payable in the year; a deferred cash bonus; and in the form of restricted stock payable in the following year to the extent shares are available for issuance under the Companys equity incentive plans. Any deferred cash bonus and restricted stock will vest, and be paid in the case of the deferred cash bonus, subject to the participants continued employment or continued service with the Company, in three substantially equal installments over a three year period. To the extent shares are not available under the Companys equity incentive plans, the equity bonus will be paid as a deferred cash bonus.
As of September 30, 2012, 70.0% of the fiscal 2012 AICP pool has been allocated. The remaining 30.0% may be allocated to the Companys other executives and employees at the discretion of the Committee. Of the allocated fiscal 2012 AICP pool, 50.0% is payable as a cash bonus in 2013, 25.0% as a deferred cash bonus and 25.0% as restricted stock.
For the three and nine months ended September 30, 2012, the Company has recorded expense of $0.1 million and $0.3 million for the estimated cash amounts earned for the allocated portion of this plan based on the Formulaic Component. No expenses have have been recorded based on the Discretionary Component. Any amounts earned for restricted stock will be recorded over the vesting period.
Long-Term Equity Performance Compensation
In March 2012, the Company adopted a performance-based multi-year Outperformance Plan (the OPP), in which the Companys executive officers, Chairman and other select key employees may participate. Participants will be able to potentially earn additional compensation only upon the attainment of stockholder value creation targets.
Under the OPP agreements, participants are eligible to earn performance-based bonus awards equal to a percentage of a pool funded up to a maximum award opportunity equal to 5.0% of the Companys equity market capitalization of $1.9 billion upon the Listing (the OPP Cap). Subject to the OPP Cap, the pool will equal an amount to be determined based on the Companys total return to stockholders (including both share price appreciation and common stock distributions) (Total Return), for the three-year performance period consisting of:
· Absolute Component: 4.0% of any excess Total Return attained above an absolute hurdle of 7.0% per annum, non-compounded (i.e., a Total Return threshold of 21.0% for the performance period); and
· Relative Component: 4.0% of any excess Total Return attained above the Total Return for the performance period of a peer group comprised of the following companies: CapLease, Inc.; Entertainment Properties Trust, Inc.; Getty Realty Corporation; Lexington Realty Trust; National Retail Properties, Inc. and Realty Income Corporation.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Awards under the OPP are dependent on achieving an annual hurdle, an interim (two-year) hurdle and then the aforementioned three-year hurdle.
In order to further ensure that the interests of participants in the OPP are aligned with the Companys investors, the Relative Component is subject to a ratable sliding scale factor as follows:
· 100.0% will be earned if the Company attains a cumulative Total Return of 6.0% per annum or higher, non-compounded (i.e., attainment of a Total Return threshold of 18.0% for the performance period);
· 50.0% will be earned if the Company attains a cumulative Total Return of 0.0% or greater but less than 6.0% per annum;
· 0.0% will be earned if we attain a cumulative Total Return of less than 0.0%; and
· A percentage from 50.0% to 100.0% calculated by linear interpolation will be earned if the Companys cumulative Total Return is between 0.0% and 6.0% per annum.
For each year during the performance period a portion of the OPP Cap equal to a maximum of up to 1.0% of the Companys equity market capitalization of $1.9 billion upon the Listing will be locked-in for funding of the OPP pool based upon the attainment of pro-rata performance of the performance hurdles set forth above for the applicable year. In addition, a portion of the OPP Cap equal to a maximum of up to 2.5% of the Companys equity market capitalization upon the Listing will be locked-in for funding of the OPP pool based upon the attainment of cumulative pro-rata performance of the performance hurdles set forth above over years one and two of the performance period, which if achieved, will supersede and negate any prior locked-in portion based upon performance in years one and two of the performance period (i.e., a maximum award opportunity equal to a maximum of up to 2.5% of the Companys equity market capitalization upon the Listing may be locked-in through the end of the second year of the performance period).
Following the performance period, the Absolute Component and the Relative Component will be calculated separately and then added together to determine the aggregate OPP pool, which will be the lesser of the sum of the two components and the OPP Cap. At September 30, 2012, 70.0% of the pool has been allocated. The remaining 30.0% will be paid only if the Merger is consummated.
Any awards earned under the OPP agreements will be issued in the form of LTIP Units, which represent units of partnership interest in the OP that are structured as a profits interest in the OP. Subject to the participants continued employment or service through each vesting date, a portion of any LTIP Units earned will vest on the last day of the performance period and the remainder will vest over a two year period thereafter. This vesting period is intended to create, in the aggregate, up to a five-year retention period with respect to the individuals party to an OPP agreement.
For the three and nine months ended September 30, 2012, the Company has recorded expense of $0.6 million and $1.5 million, respectively, for the allocated portion of the OPP agreements.
The consummation of the Merger will represent a change in control under the AICP and OPP, and participants will be eligible to receive cash bonus awards as equitably adjusted in accordance with the AICP and OPP to reflect the shortened plan year, paid in one lump-sum within 45 days following the change in control. Based on performance as of August 21, 2012, and measured based on an assumed transaction price in the Merger of $12.05 per share of the Companys common stock, a third party independent compensation consulting firm has determined that the current estimated value of the AICP is $9.3 million and the estimated value of the OPP agreement is $22.2 million. In connection with entering into the Merger Agreement, the Company and the Board of Directors agreed, subject to the consummation of the Merger, that the value of the awards issuable under the AICP and the OPP agreements will be capped and reduced to an aggregate value not to exceed $22.0 million.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
In connection with the reduction and cap as required under the Merger Agreement, on September 6, 2012, the Company entered into OPP amendments (the OPP Amendments) with participants in the OPP. Pursuant to the OPP Amendments, subject to the consummation of the transactions contemplated under the Merger Agreement, effective as of immediately prior to the Effective Time, the number of vested and earned LTIP Units under the OPP Agreements would be based on a reduced aggregate value of $19.0 million divided by $11.506 (the average closing trading price of the Companys common stock during the ten-day trading period ending August 31, 2012). As a result, under the OPP Amendments, participants in the OPP would have earned an aggregate of 1,651,312 fully vested LTIP Units in connection with the consummation of the Merger. Subsequent to the execution of the Merger Agreement, the amounts that will be earned by participants in the OPP under the OPP Agreements in connection with the consummation of the Merger were further reduced to an aggregate of 1,608,534 fully vested LTIP Units, and the remainder of the LTIP Units granted under the OPP Agreements will be automatically canceled and forfeited without payment of any consideration.
The OPP Amendments also provide that on the date on which the Effective Time occurs, the Company will pay to AICP participants reduced lump sum cash payments in the aggregate amount of $3.0 million in full satisfaction of any rights they may have under the AICP, less applicable withholding.
Stock Option Plan
The Company has a stock option plan (the Plan), which authorizes the grant of nonqualified stock options to the Companys independent directors, subject to the absolute discretion of the Board of Directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan was fixed at $10.00 per share until the termination of the IPO, and thereafter the exercise price for stock options granted to its independent directors will be equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. As of September 30, 2012 and December 31, 2011, the Company had granted options to purchase 27,000 shares of common stock at $10.00 per share, each with a two year vesting period and an expiration of 10 years. A total of 1.0 million shares of common stock have been authorized and reserved for issuance under the Plan.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. During the nine months ended September 30, 2012 and 2011, no options were forfeited or exercised, and no shares became vested. As of September 30, 2012 and December 31, 2011, unvested options to purchase zero and 9,000 shares of common stock at $10.00 per share remained outstanding with a weighted average contractual remaining life of 6.5 and 7.3 years, respectively.
Pursuant to, and as further described in the Merger Agreement, each option to purchase shares of Company Common Stock that is outstanding and unexercised at the Effective Time will be deemed subject to a cashless exercise and the holder of such option will be deemed to receive a number of shares of Company Common Stock equal to (i) the number of shares of Company Common Stock subject to such option, less (b) the number of shares of Company Common Stock equal in value to the aggregate exercise price of such option, assuming a fair market value of a share of Company Common Stock equal to the closing price of Company Common Stock on the last completed trading day immediately prior to the consummation of the Merger, which shares of Company Common Stock will be converted into shares of Realty Common Stock in accordance with the Merger Agreement.
Restricted Share Plan
The Company has an employee and director incentive restricted share plan (as amended, the RSP). The RSP provides the Company with the ability to grant awards of restricted shares to the Companys directors, officers and employees, employees of entities that provide services to the Company, directors of the entities that provide services to the Company, certain of its consultants or to entities that provide services to the Company. The total number of common shares reserved for issuance under the RSP is equal to 7.7% of the Companys authorized shares, or 18.5 million shares.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Restricted share awards entitle the recipient to common shares from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Shares issued under the RSP vest immediately upon a change of control of the Company or sale of the Companys assets. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipients employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares.
Any restricted shares paid out under the AICP or OPP would be issued out of the RSP.
Common Stock Awards
|
|
Number of Common Shares |
|
Weighted-Average Price |
| ||
Awarded, January 1, 2012 |
|
1,505,300 |
|
|
$ |
10.00 |
|
Granted |
|
114,468 |
|
|
10.39 |
| |
Forfeited |
|
|
|
|
|
| |
Awarded, September 30, 2012 |
|
1,619,768 |
|
|
$ |
10.03 |
|
Unvested Common Stock Awards
|
|
Number of Common Shares |
|
Weighted-Average Issue Price |
| ||
Non-vested, January 1, 2012 |
|
1,503,500 |
|
|
$ |
10.00 |
|
Granted |
|
114,468 |
|
|
10.39 |
| |
Vested |
|
(1,520,017 |
) |
|
10.00 |
| |
Non-vested, September 30, 2012 |
|
97,951 |
|
|
$ |
10.44 |
|
The fair value of common stock awards to employees is determined on the grant date using the closing stock price on NASDAQ that day. The fair value of common stock awards to non-employees is determined based on the fair value of the stock at the vesting date.
Prior to March 1, 2012, 1.5 million restricted shares had been issued to independent directors and the Former Advisor. Upon the Listing on March 1, 2012, all unvested restricted shares that had previously been granted became fully vested.
Total share-based compensation expense related to common stock awards for the three and nine months ended September 30, 2012 was $0.2 million and $13.3 million, respectively, with $0.2 million and $0.5 million recognized in equity-based compensation expense for the three and nine months ended September 30, 2012, and $12.9 million charged to listing, internalization and merger expense for the nine months ended September 30, 2012. At September 30, 2012, share-based compensation expense of $0.9 million related to non-vested common stock awards is expected to be recognized over a weighted average period of 3.4 years.
Pursuant to, and as further described in the Merger Agreement, each share of the Companys restricted stock outstanding as of immediately prior to the Effective Time will be accelerated and become fully vested and will convert into shares of Realty Common Stock in accordance with the Merger Agreement.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Note 17 Net Loss Per Share
The following is a summary the income and share data used in the basic and diluted net loss per share computations for the three and nine months ended September 30, 2012 and 2011 (in thousands, except share and per share amounts):
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| |||||||||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| |||||||
Net loss attributable to stockholders |
|
$ |
(64,495 |
) |
|
$ |
(5,661 |
) |
|
$ |
(88,296 |
) |
|
$ |
(19,700 |
) |
Less: dividends paid on unvested restricted stock |
|
(14 |
) |
|
(247 |
) |
|
(271 |
) |
|
(736 |
) | ||||
|
|
$ |
(64,509 |
) |
|
$ |
(5,908 |
) |
|
$ |
(88,567 |
) |
|
$ |
(20,436 |
) |
Weighted average common shares outstanding applicable to basic and diluted net loss per share |
|
158,476,895 |
|
|
173,086,969 |
|
|
165,271,199 |
|
|
119,235,958 |
| ||||
Net loss per share attributable to stockholders, basic and diluted |
|
$ |
(0.41 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.54 |
) |
|
$ |
(0.17 |
) |
As of September 30, 2012, 27,000 stock options, 65,789 OP units and 0.1 million unvested restricted shares were outstanding; as of September 30, 2011, 27,000 stock options and 1.5 million unvested restricted shares were outstanding. These items were not included in the calculation of diluted net loss per share for the three and nine months ended September 30, 2012 and 2011 since the effect of their inclusion would have been anti-dilutive.
Note 18 Non-controlling Interests
As of September 30, 2012, AREP invested $0.8 million in the OP in exchange for 65,789 OP units and admission as a limited partner in the OP. As a holder of OP units, AREP is entitled to receive dividends from the OP equivalent to the amount received by common stockholders, and AREP has the right, subject to certain limitations, to exchange the OP units for cash or, at the option of the Company, an equivalent amount of common stock of the Company. In connection with this investment in the OP, AREP agreed to restore a deficit balance in its capital account in the event of a liquidation of the OP. AREP also was provided with the opportunity to guarantee a portion of the OPs indebtedness, and the OP agreed to maintain a certain amount of indebtedness for AREP to guarantee. As of September 30, 2012, no guarantees have been issued by AREP.
The Company has investment arrangements with unaffiliated third parties whereby the investor receives an ownership interest in the property and is entitled to receive a proportionate share of the net operating cash flow derived from the property. Upon disposition of the property, the investor will receive a proportionate share of the net proceeds from the sale of the property. The investor has no recourse to any other assets of the Company. Due to the nature of the Companys involvement with each of the arrangements described below and the significance of its investment in relation to the investment of the other interest holders, the Company has determined that it is the primary beneficiary in each of these arrangements and therefore the entities related to these arrangements are consolidated within the Companys financial statements.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
The following table summarizes the activity related to investment arrangements with unaffiliated third parties (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions |
|
|
| ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||||||||||||
Property/ |
|
No. of |
|
Investment |
|
Net |
|
Third Party |
|
Total Assets |
|
Total |
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| ||||||||||||||
Walgreens |
|
1 |
|
Jul. 2009 |
|
$ |
1,068 |
|
|
44 |
% |
|
$ |
3,367 |
|
|
$ |
1,550 |
|
|
$ |
(20 |
) |
|
$ |
(20 |
) |
|
$ |
(60 |
) |
|
$ |
(60 |
) |
FedEx/ PNC Bank (1) |
|
2 |
|
Jul. 2009 to |
|
1,928 |
|
|
47 |
% |
|
10,902 |
|
|
8,888 |
|
|
(41 |
) |
|
(42 |
) |
|
(125 |
) |
|
(126 |
) | |||||||
PNC Bank |
|
1 |
|
Sep. 2009 |
|
444 |
|
|
35 |
% |
|
3,210 |
|
|
2,273 |
|
|
(9 |
) |
|
(9 |
) |
|
(26 |
) |
|
(27 |
) | |||||||
CVS |
|
3 |
|
Jan. 2010 to |
|
2,577 |
|
|
49 |
% |
|
10,282 |
|
|
6,608 |
|
|
(49 |
) |
|
(49 |
) |
|
(147 |
) |
|
(147 |
) | |||||||
Reckitt Benckiser (2) |
|
|
|
Feb. 2010 |
|
|
|
|
|
% |
|
|
|
|
|
|
|
(79 |
) |
|
(53 |
) |
|
(166 |
) |
|
(158 |
) | |||||||
FedEx III (3) |
|
|
|
Apr. 2010 |
|
|
|
|
|
% |
|
|
|
|
|
|
|
(73 |
) |
|
(65 |
) |
|
(202 |
) |
|
(194 |
) | |||||||
BSFS |
|
6 |
|
Jun. 2010 to |
|
6,468 |
|
|
49 |
% |
|
11,623 |
|
|
|
|
|
(128 |
) |
|
(128 |
) |
|
(384 |
) |
|
(383 |
) | |||||||
Brown Shoe/Payless (4) |
|
|
|
Oct. 2010 |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
(136 |
) |
|
(241 |
) |
|
(407 |
) | |||||||
Jared Jewelry |
|
1 |
|
May 2010 |
|
500 |
|
|
25 |
% |
|
1,522 |
|
|
|
|
|
(9 |
) |
|
(9 |
) |
|
(29 |
) |
|
(26 |
) | |||||||
Total |
|
14 |
|
|
|
$ |
12,985 |
|
|
|
|
|
$ |
40,906 |
|
|
$ |
19,319 |
|
|
$ |
(408 |
) |
|
$ |
(511 |
) |
|
$ |
(1,380 |
) |
|
$ |
(1,528 |
) |
(1) Non-controlling interest of $0.1 million was repaid in September 2012.
(2) Non-controlling interest of $2.4 million was repaid in September 2012.
(3) Non-controlling interest of $3.0 million was repaid in September 2012.
(4) Non-controlling interest of $6.0 million was repaid in May 2012.
AMERICAN REALTY CAPITAL TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Note 19 Subsequent Events
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the following:
Completion of Property Acquisitions
The following table presents certain information about the properties that the Company acquired from October 1, 2012 to October 28, 2012 (dollar amounts in thousands):
|
|
No. of |
|
Square |
|
Base Purchase |
| |||
Total portfolio October 1, 2012 |
|
507 |
|
|
15,754,221 |
|
|
$ |
2,153,961 |
|
Acquisitions |
|
1 |
|
|
10,000 |
|
|
$ |
1,032 |
|
Total portfolio October 28, 2012 |
|
508 |
|
|
15,764,221 |
|
|
$ |
2,154,993 |
|
(1) Contract purchase price, excluding acquisition and transaction related costs.
The acquisition made subsequent to September 30, 2012 was made in the normal course of business and was not individually significant to the total portfolio.
Financing Arrangements
From October 1, 2012 through October 28, 2012, the Company drew an additional $79.1 million on the RBS Facility.
Increase in Interest in Subsidiaries
From October 1, 2012 through October 28, 2012, non-controlling interests of $10.6 million were repaid to investors.
Exhibit 99.2
REALTY INCOME CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the Nine Months ended September 30, 2012 and for the Year Ended December 31, 2011
On September 6, 2012, Realty Income Corporation, a Maryland corporation (the Company or Realty Income), entered into an Agreement and Plan of Merger with Tau Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (Merger Sub), and American Realty Capital Trust, Inc., a Maryland corporation (ARCT), as amended by the First Amendment to Agreement and Plan of Merger dated January 6, 2013 (as amended, the Merger Agreement). The Merger Agreement provided for the merger of ARCT with and into Merger Sub (the Merger), with Merger Sub surviving as a wholly owned subsidiary of the Company. The Merger was consummated on January 22, 2013.
The following tables present unaudited pro forma condensed consolidated financial condition and results of operations of the Company, after giving effect to the Merger. The Merger transaction includes issuance of Realty Income common stock to ARCT shareholders, issuance of operating partnership and preferred units, issuance of a one-time cash payment of $0.35 per share of ARCT common stock to ARCT shareholders, and assumption of ARCTs outstanding debt obligations. The pro formas assume the immediate repayment of ARCTs notes payable and lines of credit payable using borrowings under Realty Incomes unsecured credit facility and a new $70 million term loan. The repayment of these obligations was not a condition of closing the Merger. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2012 and year ended December 31, 2011 give effect to the Merger as if the Merger had occurred on January 1, 2011. The unaudited pro forma condensed consolidated balance sheet gives effect to the Merger as if it had occurred on September 30, 2012.
The following unaudited pro forma condensed consolidated financial information has been prepared by applying the purchase method of accounting with the Company treated as the acquirer. These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only and are based on assumptions and estimates considered appropriate by the Companys management; however, they are not necessarily indicative of what the Companys financial condition or results of operations actually would have been if the Merger had been consummated as of the dates indicated, nor do they purport to represent the consolidated financial position or results of operations for future periods. These unaudited pro forma condensed consolidated financial statements do not include the impact of all the potential synergies that may be achieved in the transactions or any strategies that management may consider in order to continue to efficiently manage the Companys operations. Additionally, these unaudited pro forma condensed consolidated financial statements do not include any adjustments associated with: (1) ARCT or Realty Income acquisitions closed after September 30, 2012 or the related financing of those acquisitions, (2) ARCT or Realty Income acquisitions currently under contract or the related financing of those proposed acquisitions, (3) ARCT or Realty Income near-term future CPI rental rate increases in the existing property portfolios, (4) the purchase of ARCTs minority partners interest in the eight joint ventures during the year ended December 31, 2011 and part of the nine months ended September 30, 2012, six of which were outstanding at September 30, 2012, which were eliminated prior to the Merger, (5) the termination of the ARCT asset management agreement, which occurred in the first quarter of 2012, and the elimination of the associated asset management fees, (6) internalization and listing costs of ARCT incurred in 2012, and (7) overall savings in general and administrative expense since the extent of such synergies is not certain. Further, no adjustment has been made for other nonrecurring costs of ARCT in these unaudited pro forma consolidated financial statements as they are unrelated to the Merger.
This unaudited pro forma condensed consolidated financial information should be read in conjunction with (1) the Companys audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2011 included in the Companys Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the SEC) on February 13, 2012, (2) the Companys updated 2011 consolidated financial statements included on Form 8-K, filed with the SEC on November 1, 2012, (3) the Companys unaudited financial statements and the related notes thereto as of and for the nine months ended September 30, 2012 included in the Companys Quarterly Report on Form 10-Q, filed with the SEC on October 25, 2012, (4) ARCTs audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2011 included in ARCTs Annual Report on Form 10-K/A, filed with the SEC on May 11, 2012, and (5) ARCTs unaudited consolidated financial statements and the related notes thereto as of and for the nine months ended September 30, 2012 included in ARCTs Quarterly Report on Form 10-Q, filed with the SEC on October 29, 2012.
The total purchase price, based on an exchange ratio of 0.2874 shares of the Companys common stock and the cash payment of $0.35 for each share of ARCT common stock, will be allocated to the assets ultimately acquired and liabilities ultimately assumed based on their respective fair values. The allocations of the purchase price reflected in these unaudited pro forma condensed consolidated financial statements have not been finalized and are based upon preliminary estimates of these fair values, which is the best available information at the current time. A final determination of the fair values of the assets and liabilities, is anticipated to occur during 2013, and will be based on the actual valuations of the tangible and intangible assets and liabilities that existed as of the date of completion of the Merger. The completion of the final valuations, the allocations of the purchase price, the impact of ongoing integration activities, and other changes in tangible and intangible assets and liabilities that occurred prior to completion of the Merger could cause material differences in the information presented.
Realty Income Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
September 30, 2012
(in thousands)
|
|
Realty |
|
|
|
Pro Forma |
|
|
Pro Forma |
|
|
|
|
Pro Forma |
|
|
Realty |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
Income |
|
ARCT |
|
Fair Value |
|
|
Merger |
|
|
ARCT |
|
Other |
|
|
Income |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
Historical |
|
Historical |
|
Adjustments |
|
(1) |
Adjustments |
|
|
Pro Forma |
|
Adjustments |
|
|
Pro Forma |
| |||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Real estate, at cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Land |
|
$ |
1,914,482 |
|
$ |
334,470 |
|
$ |
152,530 |
|
(2) |
$ |
- |
|
|
$ |
487,000 |
|
$ |
- |
|
|
$ |
2,401,482 |
| |
Buildings and improvements |
|
3,714,597 |
|
1,558,105 |
|
637,795 |
|
(2) |
- |
|
|
2,195,900 |
|
- |
|
|
5,910,497 |
| ||||||||
Total real estate, at cost |
|
5,629,079 |
|
1,892,575 |
|
790,325 |
|
|
- |
|
|
2,682,900 |
|
- |
|
|
8,311,979 |
| ||||||||
Less accumulated depreciation and amortization |
|
(901,501 |
) |
(142,694 |
) |
142,694 |
|
(3) |
- |
|
|
- |
|
- |
|
|
(901,501 |
) | ||||||||
Net real estate held for investment |
|
4,727,578 |
|
1,749,881 |
|
933,019 |
|
|
- |
|
|
2,682,900 |
|
- |
|
|
7,410,478 |
| ||||||||
Real estate held for sale, net |
|
7,110 |
|
- |
|
- |
|
|
- |
|
|
- |
|
- |
|
|
7,110 |
| ||||||||
Net real estate |
|
4,734,688 |
|
1,749,881 |
|
933,019 |
|
|
- |
|
|
2,682,900 |
|
- |
|
|
7,417,588 |
| ||||||||
Acquired intangible lease assets, net |
|
190,581 |
|
239,783 |
|
227,817 |
|
(4) |
- |
|
|
467,600 |
|
- |
|
|
658,181 |
| ||||||||
Cash and cash equivalents, accounts receivable, net and other assets |
|
111,057 |
|
69,837 |
|
(34,497 |
) |
(5) |
- |
|
|
35,340 |
|
9,900 |
|
|
156,297 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total assets |
|
$ |
5,036,326 |
|
$ |
2,059,501 |
|
$ |
1,126,339 |
|
|
$ |
- |
|
|
$ |
3,185,840 |
|
$ |
9,900 |
|
|
$ |
8,232,066 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Distributions payable |
|
$ |
23,704 |
|
$ |
- |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
$ |
- |
|
|
$ |
23,704 |
| |
Other liabilities |
|
77,525 |
|
90,317 |
|
12,037 |
|
(6) |
- |
|
|
102,354 |
|
- |
|
|
179,879 |
| ||||||||
Lines of credit payable |
|
609,000 |
|
202,307 |
|
80,388 |
|
(7) |
25,205 |
|
(7) |
307,900 |
|
(625,100 |
) |
(7) |
291,800 |
| ||||||||
Mortgages payable, net |
|
133,394 |
|
511,900 |
|
21,846 |
|
(8) |
- |
|
|
533,746 |
|
- |
|
|
667,140 |
| ||||||||
Notes payable |
|
1,750,000 |
|
235,000 |
|
- |
|
|
- |
|
|
235,000 |
|
635,000 |
|
(9) |
2,620,000 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total liabilities |
|
2,593,623 |
|
1,039,524 |
|
114,271 |
|
|
25,205 |
|
|
1,179,000 |
|
9,900 |
|
|
3,782,523 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Preferred stock and paid-in capital |
|
609,363 |
|
- |
|
- |
|
|
- |
|
|
- |
|
- |
|
|
609,363 |
| ||||||||
Common stock and paid-in capital |
|
2,569,871 |
|
1,340,039 |
|
667,002 |
|
(10) |
- |
|
|
2,007,041 |
|
- |
|
|
4,576,912 |
| ||||||||
Distributions in excess of net income |
|
(736,531 |
) |
(333,601 |
) |
333,601 |
|
(11) |
(25,205 |
) |
(11) |
(25,205 |
) |
- |
|
|
(761,736 |
) | ||||||||
Accumulated other comprehensive income |
|
- |
|
2,497 |
|
(2,497 |
) |
(12) |
- |
|
|
- |
|
- |
|
|
- |
| ||||||||
Total stockholders' equity |
|
2,442,703 |
|
1,008,935 |
|
998,106 |
|
|
(25,205 |
) |
|
1,981,836 |
|
- |
|
|
4,424,539 |
| ||||||||
Noncontrolling interests |
|
- |
|
11,042 |
|
13,962 |
|
(13) |
- |
|
|
25,004 |
|
- |
|
|
25,004 |
| ||||||||
Total equity |
|
2,442,703 |
|
1,019,977 |
|
1,012,068 |
|
|
(25,205 |
) |
|
2,006,840 |
|
- |
|
|
4,449,543 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total liabilities and equity |
|
$ |
5,036,326 |
|
$ |
2,059,501 |
|
$ |
1,126,339 |
|
|
$ |
- |
|
|
$ |
3,185,840 |
|
$ |
9,900 |
|
|
$ |
8,232,066 |
| |
Realty Income Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the nine months ended September 30, 2012
(in thousands, except per share data)
|
|
Realty |
|
|
|
Pro Forma |
|
|
|
|
Pro Forma |
|
|
Realty |
| ||||||||
|
|
Income |
|
ARCT |
|
Acquisition |
|
|
ARCT |
|
Other |
|
|
Income |
| ||||||||
|
|
Historical |
|
Historical |
|
Adjustments |
|
(14) |
Pro Forma |
|
Adjustments |
|
|
Pro Forma |
| ||||||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Rental |
|
$ |
348,682 |
|
$ |
132,590 |
|
$ |
(2,910 |
) |
(15) |
$ |
129,680 |
|
$ |
- |
|
|
$ |
478,362 |
| ||
Other |
|
1,250 |
|
1,980 |
|
- |
|
|
1,980 |
|
- |
|
|
3,230 |
| ||||||||
Operating expense reimbursements |
|
- |
|
4,734 |
|
252 |
|
(16) |
4,986 |
|
- |
|
|
4,986 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Revenue |
|
349,932 |
|
139,304 |
|
(2,658 |
) |
|
136,646 |
|
- |
|
|
486,578 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Depreciation and amortization |
|
108,282 |
|
78,521 |
|
10,679 |
|
(17) |
89,200 |
|
- |
|
|
197,482 |
| ||||||||
Interest |
|
87,477 |
|
30,447 |
|
(11,797 |
) |
(18) |
18,650 |
|
10,960 |
|
(18) |
117,087 |
| ||||||||
General and administrative |
|
27,775 |
|
8,555 |
|
- |
|
(19) |
8,555 |
|
- |
|
|
36,330 |
| ||||||||
Property |
|
6,500 |
|
7,488 |
|
902 |
|
(20) |
8,390 |
|
- |
|
|
14,890 |
| ||||||||
Income taxes |
|
1,215 |
|
- |
|
460 |
|
(21) |
460 |
|
- |
|
|
1,675 |
| ||||||||
Other |
|
- |
|
12,154 |
|
101 |
|
(22) |
12,255 |
|
- |
|
|
12,255 |
| ||||||||
Asset management fees to affiliate |
|
- |
|
4,143 |
|
- |
|
|
4,143 |
|
- |
|
|
4,143 |
| ||||||||
Listing, internalization and merger-related costs |
|
5,495 |
|
85,766 |
|
(4,916 |
) |
(23) |
80,850 |
|
(5,495 |
) |
(23) |
80,850 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total expenses |
|
236,744 |
|
227,074 |
|
(4,571 |
) |
|
222,503 |
|
5,465 |
|
|
464,712 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Income (loss) from continuing operations |
|
113,188 |
|
(87,770 |
) |
1,913 |
|
|
(85,857 |
) |
(5,465 |
) |
|
21,866 |
| ||||||||
Preferred stock dividends |
|
(30,435 |
) |
- |
|
- |
|
|
- |
|
- |
|
|
(30,435 |
) | ||||||||
Excess of redemption value over carrying value of preferred shares redeemed |
|
(3,696 |
) |
- |
|
- |
|
|
- |
|
- |
|
|
(3,696 |
) | ||||||||
Net income attributable to noncontrolling interest |
|
- |
|
(526 |
) |
681 |
|
(24) |
155 |
|
- |
|
|
155 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Income (loss) from continuing operations attributable to common stockholders |
|
$ |
79,057 |
|
$ |
(88,296 |
) |
$ |
2,594 |
|
|
$ |
(85,702 |
) |
$ |
(5,465 |
) |
|
$ |
(12,110 |
) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Income (loss) from continuing operations attributable to common stockholders per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic |
|
$ |
0.60 |
|
$ |
(0.54 |
) |
n/a |
|
|
$ |
(1.88 |
) |
n/a |
|
|
$ |
(0.07 |
) | ||||
Diluted |
|
$ |
0.60 |
|
$ |
(0.54 |
) |
n/a |
|
|
$ |
(1.88 |
) |
n/a |
|
|
$ |
(0.07 |
) | ||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic |
|
132,731,984 |
|
165,271,199 |
|
(119,698,055 |
) |
(25) |
45,573,144 |
|
n/a |
|
|
178,305,128 |
| ||||||||
Diluted |
|
132,845,970 |
|
165,271,199 |
|
(119,381,033 |
) |
(26)(27) |
45,890,166 |
|
n/a |
|
|
178,736,136 |
| ||||||||
Realty Income Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2011
(in thousands, except per share data)
|
|
Realty |
|
|
|
Pro Forma |
|
|
|
|
Pro Forma |
|
|
Realty |
| ||||||
|
|
Income |
|
ARCT |
|
Acquisition |
|
|
ARCT |
|
Other |
|
|
Income |
| ||||||
|
|
Historical |
|
Historical |
|
Adjustments |
|
(14) |
Pro Forma |
|
Adjustments |
|
|
Pro Forma |
| ||||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Rental |
|
$ |
415,067 |
|
$ |
124,851 |
|
$ |
48,056 |
|
(15) |
$ |
172,907 |
|
$ |
- |
|
|
$ |
587,974 |
|
Other |
|
1,663 |
|
766 |
|
- |
|
|
766 |
|
- |
|
|
2,429 |
| ||||||
Operating expense reimbursements |
|
- |
|
4,269 |
|
2,381 |
|
(16) |
6,650 |
|
- |
|
|
6,650 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total Revenue |
|
416,730 |
|
129,886 |
|
50,437 |
|
|
180,323 |
|
- |
|
|
597,053 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Depreciation and amortization |
|
120,699 |
|
68,940 |
|
49,990 |
|
(17) |
118,930 |
|
- |
|
|
239,629 |
| ||||||
Interest |
|
108,301 |
|
37,373 |
|
(5,683 |
) |
(18) |
31,690 |
|
16,210 |
|
(18) |
156,201 |
| ||||||
General and administrative |
|
30,954 |
|
4,167 |
|
- |
|
(19) |
4,167 |
|
- |
|
|
35,121 |
| ||||||
Property |
|
7,227 |
|
5,297 |
|
5,893 |
|
(20) |
11,190 |
|
- |
|
|
18,417 |
| ||||||
Income taxes |
|
1,470 |
|
- |
|
610 |
|
(21) |
610 |
|
- |
|
|
2,080 |
| ||||||
Other |
|
- |
|
2,487 |
|
135 |
|
(22) |
2,622 |
|
- |
|
|
2,622 |
| ||||||
Acquisition and transaction related |
|
- |
|
30,005 |
|
- |
|
|
30,005 |
|
- |
|
|
30,005 |
| ||||||
Asset management fees to affiliate |
|
- |
|
5,572 |
|
- |
|
|
5,572 |
|
- |
|
|
5,572 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total expenses |
|
268,651 |
|
153,841 |
|
50,945 |
|
|
204,786 |
|
16,210 |
|
|
489,647 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income (loss) from continuing operations |
|
148,079 |
|
(23,955 |
) |
(508 |
) |
|
(24,463 |
) |
(16,210 |
) |
|
107,406 |
| ||||||
Preferred stock dividends |
|
(24,253 |
) |
- |
|
- |
|
|
- |
|
- |
|
|
(24,253 |
) | ||||||
Net income attributable to noncontrolling interest |
|
- |
|
(1,121 |
) |
178 |
|
(24) |
(943 |
) |
- |
|
|
(943 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income (loss) from continuing operations attributable to common stockholders |
|
$ |
123,826 |
|
$ |
(25,076 |
) |
$ |
(330 |
) |
|
$ |
(25,406 |
) |
$ |
(16,210 |
) |
|
$ |
82,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income (loss) from continuing operations attributable to common stockholders per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic |
|
$ |
0.98 |
|
$ |
(0.20 |
) |
n/a |
|
|
$ |
(0.56 |
) |
n/a |
|
|
$ |
0.48 |
| ||
Diluted |
|
$ |
0.98 |
|
$ |
(0.20 |
) |
n/a |
|
|
$ |
(0.56 |
) |
n/a |
|
|
$ |
0.48 |
| ||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic |
|
126,142,696 |
|
133,730,159 |
|
(88,157,015 |
) |
(25) |
45,573,144 |
|
n/a |
|
|
171,715,840 |
| ||||||
Diluted |
|
126,189,399 |
|
133,730,159 |
|
(87,839,993 |
) |
(26)(27) |
45,890,166 |
|
n/a |
|
|
172,079,565 |
|
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
General
The ARCT and Realty Income historical amounts include the reclassification of certain historical balances to conform to the post-Merger Realty Income presentation of these unaudited pro forma condensed consolidated financial statements, as described below:
Balance Sheet:
· Realty Incomes intangible lease assets, net previously classified as a component of Other assets, net, were reclassified to Acquired intangible lease assets, net due to the materiality of the post-Merger balance.
· Realty Incomes balances for Accounts receivable, net, Cash and cash equivalents, Goodwill and Other assets, net previously disclosed as separate components of Realty Incomes balance sheet have been reclassified to Cash and cash equivalents, accounts receivable, net and other assets.
· Realty Incomes balances for Accounts payable and accrued expenses previously disclosed as a separate component of Realty Incomes balance sheet have been reclassified to Other liabilities.
· ARCTs balances for Cash and cash equivalents, Restricted cash, Deferred costs, net, Investment securities, at fair value and Prepaid expenses and other assets previously disclosed as separate components of ARCTs balance sheet have been reclassified to Cash and cash equivalents, accounts receivable, net and other assets.
· ARCTs balance for Mortgage discount and premium, net previously disclosed as a separate component of ARCTs balance sheet has been reclassified to Mortgages payable, net.
· ARCTs balances for Below-market lease liabilities, net, Derivatives, at fair value, Accounts payable and accrued expenses, and Deferred rent and other liabilities previously disclosed as separate components of ARCTs balance sheet have been reclassified to Other liabilities.
Statement of Operations:
· Realty Incomes Provisions for impairment, previously disclosed as a separate line item of expense, was combined with Property.
· ARCTs Equity-based compensation previously disclosed as a separate component of expense was reclassified into General and administrative.
· ARCTs Other income (loss) net, previously disclosed as a separate component of Other income (expenses) was reclassified under Revenue as Other.
· ARCTs Equity in income of unconsolidated joint venture, Gain (loss) on derivative instruments, Extinguishment of debt, Other income (loss), net and Loss on disposition of property previously disclosed as separate components of Other income (expenses) have been reclassified into Other expenses.
Balance Sheet
General
(1) Represents adjustments to record the acquisition of ARCT by Realty Income based upon the estimated purchase price of approximately $3.1 billion. The calculation of the estimated purchase price to be allocated is as follows (in thousands, except shares, units and per share amounts):
Equity to be issued(a) |
|
$ |
2,007,041 |
|
Operating partnership (OP) units (317,022 units)(b) |
|
13,962 |
| |
Preferred units(b) |
|
6,750 |
| |
Borrowings on unsecured credit facility |
|
251,800 |
| |
One-time cash payment fractional shares |
|
45 |
| |
One-time cash payment ($0.35 per ARCT share) |
|
56,097 |
| |
Notes payable |
|
235,000 |
| |
Assumption of mortgages payable |
|
511,900 |
| |
Estimated purchase price |
|
$ |
3,082,595 |
|
(a) ARCTs approximately 158.6 million common shares outstanding (which includes all outstanding shares, shares to be issued as a result of the vesting of the ARCT restricted shares and the shares to be issued as a result of the cashless exercise of common stock options) were converted to Realty Income common shares at a fixed conversion rate of 0.2874 per ARCT share. The per share closing price of Realty Incomes common stock on January 22, 2013 (the effective date of the Merger) was $44.04, which was used in the calculation of equity to be issued.
(b) These units were required to be issued per the terms of the Merger Agreement; accordingly, they are included in the estimated purchase price.
The purchase price was adjusted based on the share price of Realty Incomes common stock at closing consistent with the requirements of ASC 805, Business Combinations. The preliminary purchase price allocation to assets acquired and liabilities assumed is provided throughout these notes. The following provides a summary of the preliminary purchase price allocation by major categories of assets and liabilities in the unaudited pro forma condensed consolidated balance sheet as of September 30, 2012 (in thousands):
Assets: |
|
|
| |
Total real estate |
|
$ |
2,682,900 |
|
Acquired intangible lease assets |
|
467,600 |
| |
Cash and cash equivalents, accounts receivable, net other assets |
|
35,340 |
| |
Total Assets |
|
$ |
3,185,840 |
|
|
|
|
| |
Liabilities: |
|
|
| |
Lines of credit payable |
|
$ |
307,900 |
|
Mortgage notes payable |
|
533,746 |
| |
Notes payable |
|
235,000 |
| |
Other liabilities |
|
102,354 |
| |
Total Liabilities |
|
$ |
1,179,000 |
|
|
|
|
| |
Estimated fair value of net assets acquired |
|
$ |
2,006,840 |
|
Assets
(2) The pro forma amounts for land, buildings and improvements reflect adjustments to record the estimated increase over ARCTs historical investment in real estate based upon the preliminary estimated fair value for the tangible and intangible real estate assets to be acquired. The fair values of the assets were estimated, in part, based upon ARCTs existing allocation of real estate and intangible lease assets and liabilities, and adjusted to reflect reasonable estimations for above and below-market in-place lease values and to incorporate estimates for the mark-to-market (i.e. premiums) of mortgage debt to be assumed in the transaction, all of which are based on Realty Incomes historical experience with similar assets. ARCT acquired a majority of its assets over the last three years, including $1.2 billion of ARCTs $2.0 billion in real estate in 2011, which were subject to purchase price allocations. In determining the estimated fair value of its tangible assets, ARCT utilized customary methods, including data from appraisals, comparable sales and discounted cash flow analysis, to determine values for land, buildings, equipment and tenant improvements, on an as-if vacant basis. Amounts allocated to land, buildings, equipment and fixtures were based on cost segregation studies performed by independent third-parties or on ARCTs analysis of comparable properties in its portfolio. The aggregate estimated value of ARCTs intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as-if vacant.
Accordingly, ARCTs existing allocation was a significant factor in our preliminary purchase price allocation to the real estate assets acquired and related liabilities assumed for our acquisition of ARCT. The increase in the fair value of the ARCT assets results primarily from the substantial decrease in capitalization rates for acquisitions of similar assets in the current marketplace, compared to when ARCT acquired the assets. While fair values have increased, there has been no discernible change in the rate that land versus building values increased; accordingly, the proportionate allocations of fair value between land and buildings as estimated by ARCT provide a reasonable basis for our preliminary purchase price allocation. The estimate of above-market rents increased as a result of comparing our estimate of current market rents to market rents at the time ARCT acquired the assets. The final determination of the allocation of the purchase price will be based on the fair value of such assets and liabilities as of the actual consummation date of the Merger and will be completed during 2013. These final fair values will be determined based on managements judgment, which is based on various factors, including (1) market conditions, (2) the industry in which the tenant operates, (3) the characteristics of the real estate (i.e. location, size, demographics, value and comparative rental rates), (4) the tenant credit profile, (5) store profitability metrics and the importance of the location of the real estate to the operations of the tenants business, and/or (6) real estate valuations, prepared by an independent valuation firm or via in-house expertise. The final determination of the purchase price may be significantly different from the preliminary estimates used in the unaudited pro forma financial statements.
The estimated values are as follows (in thousands):
|
|
Pro forma |
|
ARCT Pro |
| ||
Land |
|
$ |
152,530 |
|
$ |
487,000 |
|
Buildings and improvements |
|
637,795 |
|
2,195,900 |
| ||
In-place lease assets |
|
155,017 |
|
394,800 |
| ||
Above-market lease assets |
|
72,800 |
|
72,800 |
| ||
Below-market lease liabilities |
|
5,278 |
|
(13,200 |
) | ||
Estimated fair value of net real estate investments |
|
$ |
1,023,420 |
|
$ |
3,137,300 |
|
(3) Accumulated depreciation and amortization was adjusted to eliminate ARCTs historical accumulated depreciation and amortization. ARCT historical in-place lease accumulated amortization of $37.0 million was reclassified to Acquired intangible lease assets, net.
(4) Acquired intangible lease assets, net, adds purchase price allocation of in-place lease and above-market lease assetssee Note 2 for preliminary fair value estimates. ARCTs historical in-place lease accumulated amortization of $37.0 million was reclassified to Acquired intangible lease assets, net from Accumulated depreciation and amortization.
(5) Cash and cash equivalents, Accounts receivable, net and Other assets adjustments to ARCTs historical balances of accounts receivable and other assets are as follows (in thousands):
Elimination of ARCT deferred financing costs, net |
|
$ |
(14,471 |
) |
Recognition of deferred financing costs incurred |
|
1,500 |
| |
Elimination of straight-line rent receivable |
|
(15,989 |
) | |
Elimination of goodwill |
|
(2,248 |
) | |
Elimination of corporate assets excluded from transaction, net |
|
(3,289 |
) | |
|
|
$ |
(34,497 |
) |
The recognition of deferred financing costs is a reflection of the fees associated with assuming ARCTs mortgages.
Liabilities
(6) Other liabilities adjustments to ARCTs historical balances are as follows (in thousands):
Recognition of value of acquired leases that have below-market rents (see Note 2) |
|
$ |
5,278 |
|
Recognition of preferred units in Merger |
|
6,750 |
| |
Other |
|
9 |
| |
|
|
$ |
12,037 |
|
The recognition of preferred units reflects the issuance of $6.75 million of preferred units that we were required to issue per the terms of the Merger Agreement. These units have certain characteristics that result in the classification as a liability in this unaudited pro forma balance sheet.
(7) Lines of credit payable adjustments reflect the following:
(a) In the Pro Forma Fair Value Adjustments column, the adjustment of $80.4 million represents ARCT Merger transaction costs and change of control costs that occurred at the time of the Merger (the Closing), financed using Realty Incomes unsecured credit facility ($24.3 million), the one-time $0.35 per share cash payment to ARCT shareholders ($56.1 million), and the one-time payment for fractional shares ($45,000).
(b) In the Pro Forma Merger Adjustments column, the adjustment of $25.2 million represents Realty Incomes estimated Merger transaction costs related to the Merger, financed using Realty Incomes unsecured credit facility.
(c) The Pro Forma Other Adjustments column includes the following adjustments:
(i) An increase in credit line borrowings of $165 million due to the assumed repayment of $165 million of ARCTs $235 million of outstanding notes at Closing using Realty Incomes unsecured credit facility, although this transaction was not a condition of the Merger.
(ii) A decrease in the credit line borrowings of $790.1 million due to the assumed repayment of borrowings from the net proceeds of Realty Incomes $800 million of notes issued in October 2012, although this transaction was not a condition of the Merger.
(8) Mortgages payable, net reflects adjustment from historical ARCT mortgage payable balance for the fair value of debt assumed. The fair value debt adjustment of $21.8 million is to reflect the increase in mortgage discount and premium, net from $756,000 to $22.6 million. The mortgage premium has been estimated by discounting the future cash flows using an interest rate based upon the current 5-year or 7-year Treasury yield curve, plus an applicable credit-adjusted spread. The mortgage discount and premium amortization is estimated to be $7.0 million per year, based on the estimated annualized discount and premium amortization of each mortgage.
(9) Notes payable adjustments reflect the following:
(a) A decrease in ARCTs $235 million of outstanding notes to $70 million, which reflects the portion of ARCTs outstanding notes that was assumed to be repaid at closing under a new $70 million term loan. The remaining balance of ARCTs $235 million of outstanding notes was assumed to be repaid at Closing using Realty Incomes unsecured credit facility, although this transaction was not a condition of the Merger.
(b) An increase in notes payable to reflect the $800 million of notes issued by Realty Income in October 2012, although this transaction was not a condition of the Merger. The net proceeds of these notes were assumed to be used to repay credit line borrowings of $790.1 million. In addition, deferred financing costs of $9.9 million associated with these notes were recorded to other assets, which is part of cash and cash equivalents, accounts receivable, net, and other assets, although this transaction was not a condition of the Merger.
Equity
(10) Common stock and paid-in capital represents the adjustment to convert ARCTs historical equity into Realty Income common stock. This calculation was based on approximately 158.6 million ARCT shares outstanding times the fixed conversion rate of 0.2874 per share times Realty Income share price of $44.04 on January 22, 2013.
(11) Elimination of ARCTs distributions in excess of net income and to reflect Realty Incomes estimated Merger transaction costs of $30.7 million, less the $5.5 million paid or accrued by Realty Income during the first nine months of 2012. Merger transaction costs include, but are not limited to, advisor fees, debt assumptions costs, legal fees, accounting fees, printing fees and transfer taxes.
(12) Elimination of ARCTs accumulated other comprehensive income.
(13) Non-controlling interest was adjusted to reflect the $13.0 million of Operating Partnerships Units (OP Units) issued as part of the Merger (317,022 OP units). The OP Units are non-voting ownership units.
Income Statements
General
(14) Adjustments reflect the effect on Realty Incomes and ARCTs historical consolidated statements of operations and shares used in computing earnings per common share as if the ARCT acquisitions occurred on January 1, 2011. These unaudited pro forma condensed consolidated financial statements include adjustments as if ARCT had consummated its 2011 and 2012 (through September 30th) property acquisitions on January 1, 2011. These adjustments primarily relate to the acquisition of 224 properties in 2011 for $1.24 billion and 25 properties acquired in the first nine months of 2012 for $43.2 million.
Revenue
(15) Rental
(a) The ARCT pro forma reflects rental revenue generated on a straight-line basis as if ARCT had consummated each of its 2011 and 2012 (through September 30th) property acquisitions on January 1, 2011. The ARCT pro forma rental revenue is calculated as follows (in thousands):
|
|
For the nine |
|
For the year ended |
| |||
Cash rental |
|
$ |
127,674 |
|
|
$ |
170,239 |
|
Straight-line rent adjustment |
|
5,526 |
|
|
7,368 |
| ||
(Above) and Below market lease amortization, net |
|
(3,520 |
) |
|
(4,700 |
) | ||
ARCT Pro forma Rental revenue |
|
$ |
129,680 |
|
|
$ |
172,907 |
|
(16) Operating expense reimbursements adjustment represents the additional operating expense reimbursements generated as if ARCT had consummated each of its 2011 and 2012 property acquisitions on January 1, 2011.
Expense
(17) The pro forma adjustment is the difference between the ARCT pro forma amount and the ARCT historical amount. The pro forma depreciation and amortization expense is based upon the estimated preliminary purchase price allocations and estimated useful lives as follows (in thousands):
|
|
Preliminary |
|
Estimated |
|
For the nine |
|
For the year ended |
| |||
Buildings and improvements |
|
$ |
2,195,900 |
|
25.0 |
|
$ |
65,880 |
|
$ |
87,840 |
|
In-place lease assets |
|
394,800 |
|
12.7 |
|
23,320 |
|
31,090 |
| |||
Total depreciation and amortization |
|
|
|
|
|
$ |
89,200 |
|
$ |
118,930 |
| |
(a) Depreciation for building and improvements was calculated on a straight-line basis, assuming an estimated useful life of 25 years. In-place lease asset amortization was calculated on a straight-line basis, assuming a useful life of 12.7 years. The basis for the estimated useful life of the in-place leases is the weighted average remaining lease term of ARCTs portfolio as of September 30, 2012. The preliminary purchase price allocation and useful lives are estimates which will be revised when the purchase price allocation is completed.
(18) The following is regarding interest expense:
The ARCT Pro Forma column includes the following (in thousands):
|
|
For the nine |
|
For the year ended |
| |||
Interest on mortgages assumed |
|
$ |
20,011 |
|
|
$ |
26,937 |
|
Interest on incremental credit facility financing |
|
3,750 |
|
|
11,563 |
| ||
Mortgage premium amortization |
|
(5,287 |
) |
|
(7,044 |
) | ||
Amortization of deferred financing costs |
|
176 |
|
|
234 |
| ||
|
|
$ |
18,650 |
|
|
$ |
31,690 |
|
(a) The ARCT Pro Forma interest expense adjustment in the acquisition column is the difference between the ARCT pro forma amount and the ARCT historical amount.
(b) Interest on mortgages assumed in the Merger is based on ARCTs average mortgage interest rates of 5.27% for 2011 and 5.22% for the first nine months of 2012. Of the $511.1 million of mortgages assumed, only $4.2 million are subject to variable interest rates. Consequently, a 1% change in interest rates on the assumed mortgages would result in a change to interest expense of approximately $42,000 for 2011 and $32,000 for the first nine months of 2012.
(c) Interest expense on incremental credit facility financing is based on the application of the average interest rate of Realty Incomes unsecured credit facility of 2.1% from 2011 and 1.6% for the first nine months of 2012, to the increase in credit line borrowings resulting from the merger transaction costs and repayment of ARCTs credit line and notes payable balance, aggregating $307.9 million. Of the $307.9 million:
(i) $202.3 million represents the assumption of ARCTs credit line balance,
(ii) $24.3 million represents ARCT change of control costs and Merger costs,
(iii) $56.1 million represents the one-time cash payment to ARCT shareholders at closing,
(iv) $25.2 million represents Realty Income Merger transaction costs
(d) The mortgage premium amortization reflects the amortization of the $22.6 million premium amortized over the remaining term of the assumed mortgages. Similarly, the amortization of deferred financing costs adjustment reflects the amortization of the costs associated with assuming ARCTs mortgages over the remaining weighted average term of the assumed mortgages of approximately 6.4 years.
The Pro Forma Other Adjustments column includes the following (in thousands):
|
|
For the nine |
|
For the year ended |
| |||
Interest on notes payable |
|
$ |
16,219 |
|
|
$ |
21,625 |
|
Net savings on credit line financing |
|
(7,422 |
) |
|
(8,303 |
) | ||
Interest on new $70M term loan |
|
1,145 |
|
|
1,526 |
| ||
Amortization of deferred financing costs |
|
1,020 |
|
|
1,360 |
| ||
|
|
$ |
10,962 |
|
|
$ |
16,208 |
|
(e) Interest on notes payable reflects the interest expense on the $800 million of notes payable, which bear interest at 2.7%, issued by Realty Income in October 2012, the reduced interest expense on the assumed pay off of the ARCT notes payable, plus interest expense on the $70M term loan, which bears interest at 2.15%, that was used to pay off a portion of ARCTs notes payable, none of which were conditions of the Merger. ARCTs notes payable accrued interest at an average effective rate of 2.62% for the nine months ended September 30, 2012. Both the issuance of the notes and the pay off of the notes are assumed to have occurred on January 1, 2011.
(f) Net savings on credit line financing results in a net decrease in interest expense for the nine months ended September 30, 2012 and for 2011. These savings are a result of: (1) the assumed repayment of $790.1 million on Realty Incomes unsecured credit line, using the net proceeds from Realty Incomes issuance of $800 million of notes payable in October 2012, partially offset by (2) the assumed credit facility borrowings of $165 million to pay off $165 million of ARCTs $235 million notes payable. Both the credit line repayment and the credit line borrowing are assumed to have occurred on January 1, 2011. A 1% change in interest rates on the $291.8 million of unsecured credit facility in the Realty Income Pro Forma column would change our interest expense by approximately $2.9 million for 2011 and $2.2 million for the first nine months of 2012.
(g) Amortization of deferred financing costs reflects the amortization of the $9.9 million in costs associated with Realty Incomes issuance of $800 million of notes payable in October 2012.
(19) We believe that the Merger will create an overall savings in general and administrative expense, such as costs associated with corporate administration and infrastructure. However, the extent of these synergies is not certain, and therefore we have not incorporated them into our pro forma adjustments.
(20) Property adjustment represents the property expenses as if ARCT had consummated each of its 2011 and 2012 property acquisitions on January 1, 2011. The ARCT pro forma property expense amounts are based on ARCTs property expenses for the third quarter of 2012, annualized for 2011 and multiplied by 3 quarters for the nine months ended September 30, 2012, as these costs are representative of the applicable maintenance, utilities and property taxes on ARCTs properties that would have been incurred had all of these acquired properties been owned on January 1, 2011.
(21) A pro forma adjustment was made for ARCT income taxes based on an estimate of income taxes associated with properties acquired in the Merger.
(22) Other was adjusted to reflect the 2% payments on the $6.75 million of preferred units issued at Closing.
(23) Our Merger transaction costs of $5.5 million and ARCTs Merger transaction costs of $4.9 million have been eliminated, as these represent non-recurring costs that are directly related to the Merger.
Shares used in computing earnings per common share:
(24) Income (loss) from continuing operations was adjusted to allocate the ARCT historical loss to the OP Units.
(25) Weighted average common shares outstanding basic, reflects the adjustment from ARCTs historical common shares outstanding to the Realty Income shares issued at Closing. This is calculated by taking the approximately 158.6 million shares of ARCT common stock assumed outstanding at Closing, multiplied by the fixed conversion rate of .2874 ARCT per share, which represents approximately 45.6 million shares of Realty Income common stock.
(26) ARCTs historical earnings diluted per share calculation excludes the effect of 27,000 stock options and 1.5 million of restricted shares that were outstanding at December 31, 2011, and 27,000 stock options and 0.1 million of restricted shares that were outstanding at September 30, 2012, as the effect of their inclusion would be anti-dilutive.
(27) Weighted average common shares outstanding diluted. In addition to the calculation of the basic weighted average common shares outstanding (see note 25), the diluted weighted average common shares outstanding are adjusted to represent the number of OP Units issued and outstanding as part of the Merger transaction, totaling 317,022. These OP units are economically equivalent to Realty Income common stock for purposes of calculating diluted earnings per share.
Funds from operations (FFO) and adjusted funds from operations (AFFO)
Realty Incomes historical and pro forma FFO and AFFO for the nine months ended September 30, 2012 and the year ended December 31, 2011 are summarized as follows (in thousands):
Realty Income Corporation
Unaudited Pro Forma Funds From Operations and Adjusted Funds From Operations
For the nine months ended September 30, 2012
(in thousands, except per share data)
|
|
Realty |
|
|
|
Pro Forma |
|
|
|
Pro Forma |
|
Realty |
| |||||||
|
|
Income |
|
ARCT |
|
Acquisition |
|
ARCT |
|
Other |
|
Income |
| |||||||
|
|
|
Historical |
|
Historical |
|
Adjustments |
(1) |
Pro Forma |
|
Adjustments |
(1) |
Pro Forma |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Income (loss) from continuing operations attributable |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
to common stockholders |
|
$ |
79,057 |
|
$ |
(88,296 |
) |
$ |
2,594 |
|
$ |
(85,702 |
) |
$ |
(5,465 |
) |
$ |
(12,110 |
) | |
Income from discontinued operations |
|
6,941 |
|
- |
|
- |
|
- |
|
- |
|
6,941 |
| |||||||
Net income (loss) available to common stockholders |
|
85,998 |
|
(88,296 |
) |
2,594 |
|
(85,702 |
) |
(5,465 |
) |
(5,169 |
) | |||||||
Depreciation and amortization |
|
108,628 |
|
77,504 |
|
11,696 |
|
89,200 |
|
- |
|
197,828 |
| |||||||
Provisions for impairment of real estate |
|
667 |
|
- |
|
- |
|
- |
|
- |
|
667 |
| |||||||
(Gain) loss on sales of investment properties, discontinued operations |
|
(6,010 |
) |
- |
|
- |
|
- |
|
- |
|
(6,010 |
) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total Funds from operations (FFO) |
|
189,283 |
|
(10,792 |
) |
14,290 |
|
3,498 |
|
(5,465 |
) |
187,316 |
| |||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Listing, internalization and merger-related costs |
|
5,495 |
|
85,766 |
|
(4,916 |
) |
80,850 |
|
(5,495 |
) |
80,850 |
| |||||||
Debt extinguishment expenses |
|
- |
|
6,902 |
|
- |
|
6,902 |
|
- |
|
6,902 |
| |||||||
Loss on derivative instruments |
|
- |
|
4,520 |
|
- |
|
4,520 |
|
- |
|
4,520 |
| |||||||
Non-cash mark-to-market adjustments |
|
- |
|
(465 |
) |
- |
|
(465 |
) |
- |
|
(465 |
) | |||||||
Acquisition and transaction related expenses |
|
- |
|
1,233 |
|
- |
|
1,233 |
|
- |
|
1,233 |
| |||||||
Other income, revenue on marketable securities |
|
- |
|
- |
|
(1,980 |
) |
(1,980 |
) |
- |
|
(1,980 |
) | |||||||
Elimination of the joint venture income allocation |
|
|
|
|
|
526 |
|
526 |
|
- |
|
526 |
| |||||||
Asset management fees to affiliates |
|
- |
|
4,143 |
|
- |
|
4,143 |
|
- |
|
4,143 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Normalized FFO (2) |
|
$ |
194,778 |
|
$ |
91,307 |
|
$ |
7,920 |
|
$ |
99,227 |
|
$ |
(10,960 |
) |
$ |
283,045 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net income (loss) available to common stockholders |
|
$ |
85,998 |
|
$ |
(88,296 |
) |
$ |
2,594 |
|
$ |
(85,702 |
) |
$ |
(5,465 |
) |
$ |
(5,169 |
) | |
Cumulative adjustments to calculate normalized FFO (3) |
|
108,780 |
|
179,603 |
|
5,326 |
|
184,929 |
|
(5,495 |
) |
288,214 |
| |||||||
Normalized FFO available to common stockholders |
|
194,778 |
|
91,307 |
|
7,920 |
|
99,227 |
|
(10,960 |
) |
283,045 |
| |||||||
Excess of redemption value over carrying value of Class D preferred share redemption |
|
3,696 |
|
- |
|
- |
|
- |
|
- |
|
3,696 |
| |||||||
Amortization of stock compensation |
|
7,780 |
|
1,955 |
|
(1,955 |
) |
- |
|
- |
|
7,780 |
| |||||||
Amortization of deferred financing costs (4) |
|
1,633 |
|
3,029 |
|
(8,137 |
) |
(5,108 |
) |
1,020 |
|
(2,455 |
) | |||||||
Capitalized leasing costs and commissions |
|
(1,218 |
) |
- |
|
- |
|
- |
|
- |
|
(1,218 |
) | |||||||
Capitalized building improvements |
|
(3,283 |
) |
- |
|
- |
|
- |
|
- |
|
(3,283 |
) | |||||||
Other adjustments (5) |
|
(2,096 |
) |
(5,912 |
) |
3,911 |
|
(2,001 |
) |
- |
|
(4,097 |
) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Adjusted funds from operations |
|
$ |
201,290 |
|
$ |
90,379 |
|
$ |
1,739 |
|
$ |
92,118 |
|
$ |
(9,940 |
) |
$ |
283,468 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Normalized FFO per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
$ |
1.47 |
|
$ |
0.55 |
|
n/a |
|
$ |
2.18 |
|
n/a |
|
$ |
1.59 |
| |||
Diluted |
|
$ |
1.47 |
|
$ |
0.55 |
|
n/a |
|
$ |
2.16 |
|
n/a |
|
$ |
1.58 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
AFFO per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
$ |
1.52 |
|
$ |
0.55 |
|
n/a |
|
$ |
2.02 |
|
n/a |
|
$ |
1.59 |
| |||
Diluted |
|
$ |
1.52 |
|
$ |
0.55 |
|
n/a |
|
$ |
2.00 |
|
n/a |
|
$ |
1.58 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
132,731,984 |
|
165,271,199 |
|
(119,698,055 |
) |
45,573,144 |
|
n/a |
|
178,305,128 |
| |||||||
Diluted |
|
132,845,970 |
|
165,352,738 |
|
(119,462,572 |
) |
45,890,166 |
|
n/a |
|
178,736,136 |
| |||||||
(1) |
Pro forma adjustments to FFO, Normalized FFO, and AFFO include the combination of adjustments classified as Pro Forma Acquisition Adjustments and Pro Forma Other Adjustments on the Pro Forma Statement of Operations |
(2) |
Normalized FFO adjusts for activity we believe will be completed prior to the Merger and for nonrecurring activity that is not expected to occur after the Merger. |
(3) |
See reconciling items for FFO and Normalized FFO. |
(4) |
Includes the amortization of costs incurred and capitalized when our notes were issued. Does not include costs associated with our credit facility agreement or annual fees paid to credit rating agencies. |
(5) |
Includes straight-line rent revenue and the amortization of above and below-market leases. |
Realty Income Corporation
Unaudited Pro Forma Funds From Operations and Adjusted Funds From Operations
For the year ended December 31, 2011
(in thousands, except per share data)
|
|
Realty |
|
|
|
Pro Forma |
|
|
|
Pro Forma |
|
Realty |
| |||||||
|
|
Income |
|
ARCT |
|
Acquisition |
|
ARCT |
|
Other |
|
Income |
| |||||||
|
|
|
Historical |
|
Historical |
|
Adjustments |
(1) |
Pro Forma |
|
Adjustments |
(1) |
Pro Forma |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Income (loss) from continuing operations attributable to common stockholders |
|
$ |
123,826 |
|
$ |
(25,076 |
) |
(330 |
) |
$ |
(25,406 |
) |
(14,720 |
) |
$ |
83,700 |
| |||
Income from discontinued operations |
|
8,953 |
|
- |
|
- |
|
- |
|
- |
|
8,953 |
| |||||||
Net income (loss) available to common stockholders |
|
132,779 |
|
(25,076 |
) |
(330 |
) |
(25,406 |
) |
(14,720 |
) |
92,653 |
| |||||||
Depreciation and amortization |
|
121,941 |
|
67,997 |
|
50,933 |
|
118,930 |
|
- |
|
240,871 |
| |||||||
Provisions for impairment |
|
405 |
|
- |
|
- |
|
- |
|
- |
|
405 |
| |||||||
Other non-cash losses |
|
- |
|
102 |
|
- |
|
102 |
|
- |
|
102 |
| |||||||
(Gain) loss on sales of investment properties: |
|
|
|
|
|
|
|
|
|
|
|
- |
| |||||||
Continuing operations |
|
(540 |
) |
44 |
|
- |
|
44 |
|
- |
|
(496 |
) | |||||||
Discontinued operations |
|
(5,193 |
) |
- |
|
- |
|
- |
|
- |
|
(5,193 |
) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total Funds from operations (FFO) |
|
$ |
249,392 |
|
$ |
43,067 |
|
$ |
50,603 |
|
$ |
93,670 |
|
$ |
(14,720 |
) |
$ |
328,342 |
| |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Acquisition and transaction related expenses |
|
- |
|
30,002 |
|
- |
|
30,002 |
|
- |
|
30,002 |
| |||||||
Non-cash mark-to-market adjustments |
|
- |
|
2,539 |
|
- |
|
2,539 |
|
- |
|
2,539 |
| |||||||
Non-recurring losses from extinguishment of debt |
|
- |
|
1,423 |
|
- |
|
1,423 |
|
- |
|
1,423 |
| |||||||
Other income, revenue on marketable securities |
|
- |
|
- |
|
(766 |
) |
(766 |
) |
- |
|
(766 |
) | |||||||
Elimination of the joint venture income allocation |
|
- |
|
- |
|
1,121 |
|
1,121 |
|
- |
|
1,121 |
| |||||||
Asset management fees to affiliates |
|
- |
|
5,572 |
|
- |
|
5,572 |
|
- |
|
5,572 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Normalized FFO (2) |
|
$ |
249,392 |
|
$ |
82,603 |
|
$ |
50,958 |
|
$ |
133,561 |
|
$ |
(14,720 |
) |
$ |
368,233 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net income (loss) available to common stockholders |
|
$ |
132,779 |
|
$ |
(25,076 |
) |
$ |
(330 |
) |
$ |
(25,406 |
) |
$ |
(14,720 |
) |
$ |
92,653 |
| |
Cumulative adjustments to calculate normalized FFO (3) |
|
116,613 |
|
107,679 |
|
51,288 |
|
158,967 |
|
- |
|
275,580 |
| |||||||
Normalized FFO available to common stockholders |
|
249,392 |
|
82,603 |
|
50,958 |
|
133,561 |
|
(14,720 |
) |
368,233 |
| |||||||
Amortization of stock compensation |
|
7,873 |
|
1,477 |
|
(1,477 |
) |
- |
|
- |
|
7,873 |
| |||||||
Amortization of deferred financing costs (4) |
|
1,881 |
|
- |
|
(6,811 |
) |
(6,811 |
) |
1,360 |
|
(3,570 |
) | |||||||
Capitalized leasing costs and commissions |
|
(1,722 |
) |
- |
|
- |
|
- |
|
- |
|
(1,722 |
) | |||||||
Capitalized building improvements |
|
(2,450 |
) |
- |
|
(368 |
) |
(368 |
) |
- |
|
(2,818 |
) | |||||||
Other adjustments (5) |
|
(1,602 |
) |
(304 |
) |
(2,364 |
) |
(2,668 |
) |
- |
|
(4,270 |
) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Adjusted funds from operations |
|
$ |
253,372 |
|
$ |
83,776 |
|
$ |
39,938 |
|
$ |
123,714 |
|
$ |
(13,360 |
) |
$ |
363,726 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Normalized FFO per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
$ |
1.98 |
|
$ |
0.62 |
|
n/a |
|
$ |
2.93 |
|
n/a |
|
$ |
2.14 |
| |||
Diluted |
|
$ |
1.98 |
|
$ |
0.61 |
|
n/a |
|
$ |
2.91 |
|
n/a |
|
$ |
2.14 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
AFFO per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
$ |
2.01 |
|
$ |
0.63 |
|
n/a |
|
$ |
2.71 |
|
n/a |
|
$ |
2.12 |
| |||
Diluted |
|
$ |
2.01 |
|
$ |
0.62 |
|
n/a |
|
$ |
2.70 |
|
n/a |
|
$ |
2.11 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
126,142,696 |
|
133,730,159 |
|
(88,157,015 |
) |
45,573,144 |
|
n/a |
|
171,715,840 |
| |||||||
Diluted |
|
126,189,399 |
|
135,275,159 |
|
(89,384,993 |
) |
45,890,166 |
|
n/a |
|
172,079,565 |
| |||||||
(1) |
Pro forma adjustments to FFO, Normalized FFO, and AFFO include the combination of adjustments classified as Pro Forma Acquisition Adjustments and Pro Forma Other Adjustments on the Pro Forma Statement of Operations |
(2) |
Normalized FFO adjusts for activity we believe will be completed prior to the Merger and for nonrecurring activity that is not expected to occur after the Merger. |
(3) |
See reconciling items for FFO and Normalized FFO. |
(4) |
Includes the amortization of costs incurred and capitalized when our notes were issued. Does not include costs associated with our credit facility agreement or annual fees paid to credit rating agencies. |
(5) |
Includes straight-line rent revenue and the amortization of above and below-market leases. |
Pro forma FFO and AFFO are presented for information purposes only, and are based on available information and assumptions that the Companys management believes to be reasonable; however they are not necessarily indicative of what Realty Incomes FFO or AFFO actually would have been assuming the transactions had occurred as of the dates indicated.
Realty Income defines FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trusts definition, as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus impairments of real estate assets, reduced by gains on sales of investment properties and extraordinary items. Realty Income defines normalized FFO, a non-GAAP measure, as FFO excluding one-time costs for our proposed acquisition of ARCT, and expenses previously incurred by ARCT that will not have a continuing impact on Realty Income.
Realty Income considers FFO and normalized FFO to be appropriate supplemental measures of a REITs operating performance as they are based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO, and adds back merger-related costs and expenses incurred by ARCT that will not have a continuing impact on Realty Income, for normalized FFO. These non-GAAP measures are reconciled to GAAP net income available to common stockholders, which we believe is the most appropriate GAAP performance metric. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. The use of FFO is recommended by the REIT industry as a supplemental performance measure. In addition, FFO is used as a measure of our compliance with the financial covenants of our credit facility.
Realty Income believes the non-GAAP financial measure AFFO provides useful information to investors because it is a widely accepted industry measure of the operating performance of real estate companies that is used by industry analysts and investors who look at and compare those companies. In particular, AFFO provides an additional measure to compare the operating performance of different REITs without having to account for differing depreciation assumptions and other unique revenue and expense items that are not pertinent to measuring a particular companys on-going operating performance. Therefore, we believe that AFFO is an appropriate supplemental performance metric, and that the most appropriate GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders.
Presentation of the information regarding FFO, normalized FFO and AFFO is intended to assist the reader in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, normalized FFO and AFFO in the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO, normalized FFO and AFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income as an indication of our performance. FFO, normalized FFO and AFFO should not be considered as an alternative to reviewing our cash flows from operating, investing and financing activities. In addition, FFO, normalized FFO and AFFO should not be considered as a measure of liquidity, of our ability to make cash distributions, or of our ability to pay interest payments.