Restatement | Restatement The restatement of the Company's consolidated financial statements results from the Company's subsequent accounting for goodwill resulting from the Cole II Merger. Previously, the Company did not allocate goodwill to the disposal of real estate assets or held for sale real estate assets that met the definition of a business under GAAP, as required by ASC 350 “Intangibles - Goodwill and Other” in order to determine gain on disposition of assets or impairments, if any, respectively. For the disposal of real estate assets that constituted a business, goodwill and gain on disposition of assets both should have been reduced by the proportionate amount of goodwill allocated to each disposed of real estate asset. The amount of goodwill allocated is derived as the proportionate fair value of the real estate considered to be a business under GAAP at the time of sale to the fair value of the Company’s reporting unit. As a result, the restated consolidated balance sheet includes a reduction to goodwill of $ 7.8 million at March 31, 2015 and the restated consolidated statement of operations includes a reduction to gain on disposition of assets of $ 2.2 million for the three months ended March 31, 2015. The restated consolidated balance sheet includes a reduction to goodwill of $ 5.6 million at December 31, 2014 and the restated consolidated statement of operations includes a reduction to gain on disposition of assets of $ 0.2 million for the three months ended March 31, 2014. Further, in evaluating the impairment on held for sale real estate assets considered to be a business under GAAP, the proportionate amount of goodwill attributable to the real estate asset held for sale should be considered in determining the amount of impairment, if any. The amount of goodwill attributed is derived as the proportionate fair value of the real estate asset considered to be a business under GAAP held for sale at measurement date to the fair value of the Company’s reporting unit. As a result, the restated consolidated balance sheet includes a reduction to real estate assets held for sale, net of $ 1.4 million at March 31, 2015 and the restated consolidated statement of operations includes an increase to impairments of $ 0.6 million for the three months ended March 31, 2015. The restated consolidated balance sheet includes a reduction to real estate assets held for sale, net of $ 0.9 million at December 31, 2014 and the restated consolidated statement of operations includes an increase to impairments of $ 0.2 million for the three months ended March 31, 2014. The Company has historically presented share repurchases as treasury stock (thereby reducing stockholders’ equity) in the consolidated balance sheets and consolidated statements of stockholders’ equity. However, the Company is incorporated in Maryland and under Maryland law, there is no concept of treasury stock. Therefore, shares repurchased should be considered retired and constitute authorized but unissued shares rather than treasury stock as previously presented. As a result, during the three months ended March 31, 2015, the Company has corrected the classification error and the amount previously reported as treasury stock of $4.9 million at December 31, 2014 is presented as a reduction to common stock and an increase in accumulated deficit in the restated consolidated balance sheet and consolidated statement of stockholders' equity. In addition, the number of shares previously disclosed as issued has been reduced by the number of shares repurchased of 473,599 at December 31, 2014. This change does not affect previously disclosed shares outstanding, total stockholders’ equity or earnings per share computations. The consolidated financial statements included in this Form 10-Q/A have been restated as of March 31, 2015 and for the three months then ended to reflect the adjustments described above. The consolidated financial statements included in this Form 10-Q/A have been restated as of December 31, 2014 and for the three months ended March 31, 2014 to reflect the adjustments described above. The following statements present the effect of the restatement on (i) the Company's consolidated balance sheets at March 31, 2015 and December 31, 2014, (ii) the Company's consolidated statements of operations for the three months ended March 31, 2015 and 2014 and (iii) the Company's consolidated statements of cash flows for the three months ended March 31, 2015 and 2014. The Company did not present a summary of the effect of the restatement on the consolidated statement of stockholders' equity for any of the above referenced periods because the impact to stockholders' equity is reflected below in the restated consolidated balance sheets. The Company did not present a summary of the effect of the restatement on the consolidated statements of comprehensive income for any of the above referenced periods because the impact to net income is reflected below in the restated consolidated statements of operations and the restatement adjustments did not affect any other component of comprehensive income. The following table presents the consolidated balance sheet as previously reported, restatement adjustments and the consolidated balance sheet as restated at March 31, 2015 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,666,746 $ — $ 2,666,746 Buildings and improvements 4,651,097 — 4,651,097 Total real estate investments 7,317,843 — 7,317,843 Less: accumulated depreciation (779,083 ) — (779,083 ) 6,538,760 — 6,538,760 Loans receivable, net 107,403 — 107,403 Intangible lease assets, net 573,925 — 573,925 Real estate assets under direct financing leases, net 52,852 — 52,852 Real estate assets held for sale, net 177,237 (1,443 ) 175,794 Net investments 7,450,177 (1,443 ) 7,448,734 Cash and cash equivalents 108,134 — 108,134 Deferred costs and other assets, net 149,789 — 149,789 Goodwill 291,421 (7,757 ) 283,664 Total assets $ 7,999,521 $ (9,200 ) $ 7,990,321 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ 181,518 $ — $ 181,518 Mortgages and notes payable, net 3,456,609 — 3,456,609 Convertible Notes, net 681,109 — 681,109 Total debt, net 4,319,236 — 4,319,236 Intangible lease liabilities, net 204,161 — 204,161 Accounts payable, accrued expenses and other liabilities 122,973 — 122,973 Total liabilities 4,646,370 — 4,646,370 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,189 (5 ) 4,184 Capital in excess of par value 4,443,468 — 4,443,468 Accumulated deficit (1,087,306 ) (14,777 ) (1,102,083 ) Accumulated other comprehensive loss (1,618 ) — (1,618 ) Treasury stock, at cost (5,582 ) 5,582 — Total stockholders’ equity 3,353,151 (9,200 ) 3,343,951 Total liabilities and stockholders’ equity $ 7,999,521 $ (9,200 ) $ 7,990,321 The following table presents the consolidated balance sheet as previously reported, restatement adjustments and the consolidated balance sheet as restated at December 31, 2014 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,614,630 $ — $ 2,614,630 Buildings and improvements 4,579,166 — 4,579,166 Total real estate investments 7,193,796 — 7,193,796 Less: accumulated depreciation (752,210 ) — (752,210 ) 6,441,586 — 6,441,586 Loans receivable, net 109,425 — 109,425 Intangible lease assets, net 590,073 — 590,073 Real estate assets under direct financing leases, net 56,564 — 56,564 Real estate assets held for sale, net 119,912 (866 ) 119,046 Net investments 7,317,560 (866 ) 7,316,694 Cash and cash equivalents 176,181 — 176,181 Deferred costs and other assets, net 183,173 2,334 185,507 Goodwill 291,421 (5,573 ) 285,848 Total assets $ 7,968,335 $ (4,105 ) $ 7,964,230 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ 12,780 $ 2,334 $ 15,114 Mortgages and notes payable, net 3,629,998 — 3,629,998 Convertible Notes, net 678,190 — 678,190 Total debt, net 4,320,968 2,334 4,323,302 Intangible lease liabilities, net 205,968 — 205,968 Accounts payable, accrued expenses and other liabilities 123,298 — 123,298 Total liabilities 4,650,234 2,334 4,652,568 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,118 (5 ) 4,113 Capital in excess of par value 4,361,320 — 4,361,320 Accumulated deficit (1,041,392 ) (11,296 ) (1,052,688 ) Accumulated other comprehensive loss (1,083 ) — (1,083 ) Treasury stock, at cost (4,862 ) 4,862 — Total stockholders’ equity 3,318,101 (6,439 ) 3,311,662 Total liabilities and stockholders’ equity $ 7,968,335 $ (4,105 ) $ 7,964,230 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the three months ended March 31, 2015 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 154,518 $ — $ 154,518 Interest income on loans receivable 1,722 — 1,722 Earned income from direct financing leases 795 — 795 Tenant reimbursement income 4,631 — 4,631 Interest income and other 621 — 621 Total revenues 162,287 — 162,287 Expenses: General and administrative 12,600 — 12,600 Property costs 7,407 — 7,407 Real estate acquisition costs 1,093 — 1,093 Interest 57,914 — 57,914 Depreciation and amortization 66,296 — 66,296 Impairments 1,624 576 2,200 Total expenses 146,934 576 147,510 Income from continuing operations before other expense and income tax expense 15,353 (576 ) 14,777 Other expense: Loss on debt extinguishment (1,230 ) — (1,230 ) Total other expense (1,230 ) — (1,230 ) Income from continuing operations before income tax expense 14,123 (576 ) 13,547 Income tax expense (362 ) — (362 ) Income from continuing operations 13,761 (576 ) 13,185 Discontinued operations: Income from discontinued operations 227 — 227 Income before gain on dispositions of assets 13,988 (576 ) 13,412 Gain on dispositions of assets 11,336 (2,185 ) 9,151 Net income attributable to common stockholders $ 25,324 $ (2,761 ) $ 22,563 Net income per share of common stock—basic: Continuing operations $ 0.06 $ (0.01 ) $ 0.05 Discontinued operations — — — Net income per share attributable to common stockholders—basic: $ 0.06 $ (0.01 ) $ 0.05 Net income per share of common stock—diluted: Continuing operations $ 0.06 $ (0.01 ) $ 0.05 Discontinued operations — — — Net income per share attributable to common stockholders—diluted: $ 0.06 $ (0.01 ) $ 0.05 Weighted average common shares outstanding: Basic 411,017,895 — 411,017,895 Diluted 411,622,434 — 411,622,434 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the three months ended March 31, 2014 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 137,479 $ 137,479 Interest income on loans receivable 1,837 1,837 Earned income from direct financing leases 846 846 Tenant reimbursement income 3,319 3,319 Interest income and other 491 491 Total revenues 143,972 — 143,972 Expenses: General and administrative 11,067 11,067 Property costs 5,282 5,282 Real estate acquisition costs 1,281 1,281 Interest 54,399 54,399 Depreciation and amortization 60,549 60,549 Impairments 1,707 204 1,911 Total expenses 134,285 204 134,489 Income from continuing operations before income tax expense 9,687 (204 ) 9,483 Income tax expense (217 ) (217 ) Income from continuing operations 9,470 (204 ) 9,266 Discontinued operations: Income from discontinued operations 3,054 3,054 Loss on dispositions of assets (7 ) (7 ) Income from discontinued operations 3,047 — 3,047 Income before gain on dispositions of assets 12,517 (204 ) 12,313 Gain on dispositions of assets 1,722 (187 ) 1,535 Net income attributable to common stockholders $ 14,239 $ (391 ) $ 13,848 Net income per share of common stock—basic: Continuing operations $ 0.03 $ — $ 0.03 Discontinued operations 0.01 — 0.01 Net income per share attributable to common stockholders—basic: $ 0.04 $ — $ 0.04 Net income per share of common stock—diluted: Continuing operations $ 0.03 $ — $ 0.03 Discontinued operations 0.01 — 0.01 Net income per share attributable to common stockholders—diluted: $ 0.04 $ — $ 0.04 Weighted average common shares outstanding: Basic 368,684,942 — 368,684,942 Diluted 369,387,638 — 369,387,638 The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments and the consolidated statement of cash flows as restated for the three months ended March 31, 2015 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 25,324 $ (2,761 ) $ 22,563 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 66,296 — 66,296 Impairments 1,658 576 2,234 Amortization of deferred financing costs 2,072 — 2,072 Derivative net settlements, amortization and other interest rate hedge losses (28 ) — (28 ) Amortization of debt (premiums) discounts 476 — 476 Stock-based compensation expense 3,827 — 3,827 Loss (gain) on debt extinguishment 1,230 — 1,230 Debt extinguishment costs (2,733 ) — (2,733 ) Gains on dispositions of real estate and other assets, net (11,336 ) 2,185 (9,151 ) Non-cash revenue (4,809 ) — (4,809 ) Other (14 ) — (14 ) Changes in operating assets and liabilities: Deferred costs and other assets, net (1,938 ) — (1,938 ) Accounts payable, accrued expenses and other liabilities (420 ) — (420 ) Net cash provided by operating activities 79,605 — 79,605 Investing activities Acquisitions/investments of real estate (265,740 ) — (265,740 ) Collections of principal on loans receivable and real estate assets under direct financing leases 1,452 — 1,452 Proceeds from dispositions of real estate and other assets 71,547 — 71,547 Transfers of net sales proceeds to restricted accounts under 1031 exchanges (6,937 ) — (6,937 ) Transfers of net sales proceeds from Master Trust Release 43,412 — 43,412 Net cash used in investing activities (156,266 ) — (156,266 ) Financing activities Borrowings under credit facilities 345,000 — 345,000 Repayments under credit facilities (175,101 ) — (175,101 ) Borrowings under Convertible Notes — — — Borrowings under mortgages and notes payable — — — Repayments under mortgages and notes payable (167,102 ) — (167,102 ) Deferred financing costs (3,562 ) — (3,562 ) Proceeds from issuance of common stock, net of offering costs 78,552 — 78,552 Proceeds from exercise of stock options — — — Purchase of shares of common stock (720 ) — (720 ) Dividends paid/distributions to equity owners (70,046 ) — (70,046 ) Transfers from escrow deposits with lenders 1,593 — 1,593 Net cash provided by financing activities 8,614 — 8,614 Net decrease in cash and cash equivalents (68,047 ) — (68,047 ) Cash and cash equivalents, beginning of period 176,181 — 176,181 Cash and cash equivalents, end of period $ 108,134 $ — $ 108,134 The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments and the consolidated statement of cash flows as restated for the three months ended March 31, 2014 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 14,239 $ (391 ) $ 13,848 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 60,549 — 60,549 Impairments 1,707 204 1,911 Amortization of deferred financing costs 973 — 973 Derivative net settlements, amortization and other interest rate hedge losses (26 ) — (26 ) Amortization of debt (premiums) discounts (929 ) — (929 ) Stock-based compensation expense 2,452 — 2,452 Loss (gain) on debt extinguishment — — — Debt extinguishment costs — — — Gains on dispositions of real estate and other assets, net (1,715 ) 187 (1,528 ) Non-cash revenue (3,962 ) — (3,962 ) Other 121 — 121 Changes in operating assets and liabilities: Deferred costs and other assets, net (1,510 ) — (1,510 ) Accounts payable, accrued expenses and other liabilities (6,055 ) — (6,055 ) Net cash provided by operating activities 65,844 — 65,844 Investing activities Acquisitions/investments of real estate (157,972 ) — (157,972 ) Collections of principal on loans receivable and real estate assets under direct financing leases 1,319 — 1,319 Proceeds from dispositions of real estate and other assets 6,243 — 6,243 Transfers of net sales proceeds from restricted accounts under 1031 Exchanges 20,784 — 20,784 Transfers of net sales proceeds to Master Trust Release (6,345 ) — (6,345 ) Net cash used in investing activities (135,971 ) — (135,971 ) Financing activities Borrowings under credit facilities 180,535 — 180,535 Repayments under credit facilities (80,049 ) — (80,049 ) Borrowings under mortgages and notes payable 10,000 — 10,000 Repayments under mortgages and notes payable (14,116 ) — (14,116 ) Deferred financing costs (503 ) — (503 ) Proceeds from issuance of common stock, net of offering costs — — — Proceeds from exercise of stock options 183 — 183 Purchase of shares of common stock (104 ) — (104 ) Dividends paid/distributions to equity owners (61,573 ) — (61,573 ) Transfers to escrow deposits with lenders (850 ) — (850 ) Net cash provided by financing activities 33,523 — 33,523 Net decrease in cash and cash equivalents (36,604 ) — (36,604 ) Cash and cash equivalents, beginning of period 66,588 — 66,588 Cash and cash equivalents, end of period $ 29,984 $ — $ 29,984 |