Restatement of Previously Issued Financial Statements | 6 Months Ended |
Jun. 30, 2014 |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements |
The Company has restated its consolidated balance sheets as of June 30, 2014 and December 31, 2013 and its consolidated statements of operations and consolidated statements of comprehensive loss for the three and six months ended June 30, 2014 and 2013. In addition, the Company has restated its consolidated statements of changes in equity and consolidated statements of cash flows for the three and six months ended June 30, 2014 and 2013, along with certain related notes to such restated consolidated financial statements. In addition, the December 31, 2013 and June 30, 2013 balance sheets, as disclosed in Note 3 — Mergers and Acquisitions (As Restated), have also been recast in applying the carryover basis of accounting to include the effects of the merger with American Realty Capital Trust IV, Inc. (“ARCT IV”). |
The Company determined that the restatement was necessary after an investigation was conducted by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) with the assistance of independent counsel and forensic accountants. The Audit Committee initiated the investigation in response to concerns regarding accounting practices and other matters that were first reported to it on September 7, 2014. The restatement corrects errors that were identified as a result of the investigation, as well as certain other errors that were identified by the Company. In addition, the restatement reflects corrections of certain immaterial errors and certain previously identified errors that were identified by the Company in the normal course of business and were determined to be immaterial, both individually and in the aggregate, when the consolidated financial statements for the three and six months ended June 30, 2014 were originally issued. In connection with the restatement, the Company has determined that it would be appropriate to correct such errors. |
Year ended December 31, 2013 Error Corrections |
Corrections to the Company’s consolidated financial statements for the year ended December 31, 2013 are disclosed within Amendment No. 2 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2013 filed with the U.S. Securities and Exchange Commission (“SEC”) (the “Amended 10-K”). The corrections reported in the Amended 10-K relate primarily to bonus accruals, real estate impairments, goodwill, merger and acquisition related expenses, transfer tax accrual and the accounting and reporting of non-controlling interests. |
Three Months Ended and Six Months Ended June 30, 2013 Error Corrections |
Merger and Other Non-routine Transaction Related |
In light of findings of the investigation conducted by the Audit Committee, the Company performed an internal review of all acquisition, merger and other non-routine transaction related expenses. The work resulted in the identification of the following errors: |
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| • | | The Company identified $13.0 million of management fees that were improperly classified as merger and other non-routine transaction related expenses. Such amounts have been properly classified as management fees to affiliates for the six months ended June 30, 2013. No such expenses were identified in the three months ended June 30, 2013. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Upon consummation of the ARCT III Merger (as defined in Note 3 — Mergers and Acquisitions (As Restated)), the OP entered into an agreement with an affiliate to acquire certain furniture, fixtures, equipment (“FF&E”) and other assets. The Company originally capitalized $4.1 million of FF&E costs and expensed $1.7 million of costs during the six months ended June 30, 2013. The Company has concluded that there was no evidence of the receipt and it could not support the value of the FF&E. As such, the Company has expensed the amount originally capitalized and recognized the expense in merger and other non-routine transaction related expense for the six months ended June 30, 2013. No such expenses were identified in the three months ended June 30, 2013. See Note 20 — Related Party Transactions and Arrangements (As Restated) for further discussion. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | The Company has determined that it should have recorded a controlling interest transfer tax liability totaling $1.1 million upon consummation of the ARCT III Merger (each, as defined in Note 3 — Merger and Acquisitions (As Restated)). The accrual and corresponding merger and other non-routine transaction related expense are recorded for the six months ended June 30, 2013. No such expenses were identified in the three months ended June 30, 2013. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | The Company identified $1.0 million of costs during the six months ended June 30, 2013 that were improperly classified as merger and other non-routine transaction related expenses that should have been capitalized as deferred financing costs and amortized accordingly. As such, an adjustment to properly record and amortize the deferred financing costs has been made for the six months ended June 30, 2013. As a result of capitalizing these deferred financing costs, additional interest expense of $0.6 million was recorded for the six months ended June 30, 2013. No such expenses were identified in the three months ended June 30, 2013. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | During the three and six months ended June 30, 2013, the Company improperly classified $0.4 million and $5.9 million, respectively, as “merger-related.” As restated, the amounts have been reclassified from merger and other non-routine transaction related expenses to general and administrative expenses. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | The Company identified a net amount of $87,000 of merger and other non-routine transaction related expenses that were improperly recorded in each of the three and six months ended June 30, 2013. As such, the Company properly decreased merger and other non-routine transaction related expense by this amount in the period. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The Company has updated the caption from “merger and other transaction related” to “merger and other non-routine transactions” to appropriately include non-recurring costs that may not have been incurred solely for a merger transaction. See Note 4 — Summary of Significant Accounting Policies (As Restated) for a further breakout of the merger costs and other non-routine transactions. |
In addition, the Company has included $3.5 million and $4.3 million during the three and six months ended June 30, 2013, respectively, in equity-based compensation that was previously reported on a separate line item, within general and administrative expenses. |
Operating Fees to Affiliate |
The Company identified $0.5 million of operating fees to affiliate was incorrectly recorded in the six months ended June 30, 2013. Therefore, the Company decreased operating fees to affiliate by this amount. No such expenses were identified in the three months ended June 30, 2013. |
This line item caption has been updated to “management fees to affiliates” in the accompanying consolidated statements of operations. |
Net Loss Attributable to Non-controlling Interests |
The original calculation of the net loss attributable to non-controlling interest holders for the six months ended June 30, 2013 excluded expenses that were improperly recorded at the Company level. These expenses were incurred by the OP, and therefore should have been included in the Company’s determination of the net loss attributable to its non-controlling interest holders. In addition, the net loss attributable to the non-controlling interest holders has been adjusted to reflect the impact of the cumulative restatement adjustments discussed and presented herein. As a result, the Company recorded an adjustment of $2.2 million for the three months ended June 30, 2013 and $3.8 million for the six months ended June 30, 2013 for net loss attributable to non-controlling interest holders. |
Three Months Ended and Six Months Ended June 30, 2014 Error Corrections |
Merger and Other Non-routine Transaction Related |
In light of the findings of the investigation conducted by the Audit Committee, the Company performed an internal review of all acquisition, merger and other non-routine transaction related expenses. The work resulted in the identification of the following errors: |
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| • | | The Company identified a net amount of $16.1 million of merger and other non-routine transaction related expenses that were improperly recorded in the three months ended March 31, 2014. Of this amount, a net amount of $14.5 million has been properly recorded in the year ended December 31, 2013 and a net amount of $1.6 million has been properly recorded in the three months ended June 30, 2014. Additional expenses of $1.2 million were identified and recorded in the three months ended June 30, 2014. These adjustments resulted in a net decrease in merger and other non-routine transaction related expenses of $13.4 million for the six months ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Upon consummation of the ARCT IV Merger (as defined in Note 3 — Mergers and Acquisitions (As Restated)), the OP entered into an agreement with an affiliate to acquire certain furniture, fixtures, equipment (“FF&E”) and other assets. The Company originally capitalized $2.1 million of FF&E costs during the six months ended June 30, 2014. The Company has concluded that there was no evidence of the receipt and it could not support the value of the FF&E. As such, the Company has expensed the amount originally capitalized and recognized the expense in merger and other non-routine transaction related expense for the six months ended June 30, 2014. No such expenses were identified in the three months ended June 30, 2014. See Note 20 — Related Party Transactions and Arrangements for further discussion. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | The Company identified $0.8 million and $21.3 million of costs during the three and six months ended June 30, 2014, respectively, that were improperly classified as merger and other non-routine transaction related expense that should have been capitalized as deferred financing costs and amortized accordingly. As such, an adjustment to properly record and amortize the deferred financing costs has been made for the three and six months ended June 30, 2014. As a result of capitalizing these deferred financing costs, additional interest expense of $1.3 million and $10.0 million and extinguishment of debt expense of $0.9 million and $3.2 million was recorded for the three and six months ended June 30, 2014, respectively. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | The Company identified $1.4 million of merger and other non-routine transaction related expenses that should have been classified as loss on disposition of properties. Such amount has been properly classified for the three and six months ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | The Company improperly classified $5.2 million and $14.5 million of expenses in the three and six months ended June 30, 2014, respectively, as merger related. However, the Company has determined that such amounts should have been accounted for as general and administrative expenses for the respective periods. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | The Company identified $13.8 million of management fees that were improperly classified as merger and other non-routine transaction related expenses. Such amounts have been properly classified as management fees to affiliates for the six months ended June 30, 2014. No such expenses were identified in the three months ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Upon consummation of the ARCT III Merger and CapLease Merger (each, as defined in Note 3 – Merger and Acquisitions (As Restated)) in 2013, the Company did not properly accrue a controlling interest transfer tax liability for each respective merger. As such, the Company properly recorded an estimated $8.9 million as of December 31, 2013. The Company considered its existing accrual amount for such liabilities, in determining the liability amounts for the ARCT IV and Cole mergers that were consummated, noting that it had over accrued for such liabilities, and as a result recorded too much expense. Therefore, the Company properly reduced the expense recorded in the period by recording $4.0 million less expense for the six months ended June 30, 2014. No such expenses were identified in the three months ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | The Company improperly classified $0.7 million as merger and other non-routine transaction expenses that should have been classified as acquisition related expenses. Such amount has been properly classified for the three and six months ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Company has updated the caption from “merger and other transaction related” to “merger and other non-routine transactions” to appropriately include non-recurring costs that may not have been incurred solely for a merger transaction. See Note 4 —Summary of Significant Accounting Policies (As Restated) for a further breakout of the merger costs and non-routine transactions. |
Acquisition-Related |
The Company identified $0.5 million of general and administrative salary expense had been improperly recorded as acquisition related expense in the three months ended June 30, 2014. Additionally, the Company identified $1.0 million of acquisition related salary expense had been improperly recorded as general and administrative expense in the three months ended March 30, 2014 resulting in a net understatement of acquisition related expenses of $0.5 million in the six months ended June 30, 2014. As such, the Company properly recorded the expense in the three and six months ended June 30, 2014. |
The Company identified $1.8 million of acquisition related expense had been recorded twice in the three and six months ended June 30, 2014. As such, the company properly adjusted the acquisition related expense and corresponding cash account. |
General and Administrative |
The Company’s estimate of annual bonuses of $5.8 million should have been accrued for and expensed as of and for the period ended June 30, 2014, in accordance with the Company’s accounting policy of accruing estimated bonuses throughout the year. As such, the Company recorded the bonus accrual and corresponding general and administrative expense for the three and six months ended June 30, 2014. |
The Company identified $0.9 million and $2.5 million of general and administrative expenses that were recorded in the incorrect period. As such, the Company recorded these amounts as additional expense in the three and six months ended June 30, 2014, respectively. |
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Equity-based Compensation |
The investigation found that equity awards made to Nicholas S. Schorsch and Brian S. Block in connection with the Company’s transition from external to internal management contained vesting provisions that, as drafted, were more favorable to them than the Compensation Committee had authorized. In addition, the investigation found that the Compensation Committee’s intention in respect of the OPP was that the maximum award pool opportunity should have been based upon the Company’s equity market capitalization as of the date of the approval of the OPP in October 2013, equaling approximately $120.0 million, rather than $218.1 million which was derived from a pro forma equity market capitalization giving effect to the closing of various transactions as of the Company’s transition to self-management. These items resulted in a decrease to stock-based compensation reported in general and administrative expense for the three and six months ended June 30, 2014 of $2.2 million and $8.4 million, respectively. |
In addition, the Company assessed its accrual for distributions recorded on LTIP units, noting distributions had not been properly recorded. As a result, the Company increased the distributions recorded in equity and the accrual recorded for distributions payable for LTIP awards by $6.3 million as of June 30, 2014. |
The Company also determined that the documentation of awards granted to its directors provided for accelerated vesting of shares upon voluntary resignation of the directors. As a result, the Company determined there was no required service period for the vesting of such awards, which decreased the stock based compensation reported in general and administrative expense by $1.2 million and increased the expense by $2.1 million for the three and six months ended June 30, 2014, respectively. Based upon the findings of the Audit Committee and the Company in connection with the recent review of the Company’s previously filed financial statements, the Company has subsequently modified such awards to provide that voluntary resignation would not accelerate the vesting of such awards. |
The Company originally reported $9.3 million and $31.8 million during the three and six months ended June 30, 2014, respectively, in equity-based compensation in its own line item, however it now reports such compensation as general and administrative expenses. |
Depreciation and Amortization |
The Company identified that its depreciation expense was understated by $2.3 million in the three months ended March 31, 2014 and was overstated by the same amount in the three months ended June 30, 2014. As such, the Company properly adjusted depreciation expense for these periods. |
In addition, the Company improperly recorded depreciation expense of $6.0 million in the three months ended June 30, 2014 for real estate properties acquired as of March 31, 2014. As such, the Company decreased depreciation expense by this amount for the three months ended June 30, 2014 and properly recorded this expense in the three months ended March 31, 2014. |
Other Expense |
As a result of the restatement corrections, the Company updated its tax provision calculation which resulted in additional tax expense of $2.2 million and $0.9 million for the three and six months ended June 30, 2014, respectively. |
Gain (Loss) on Disposition of Properties and Held for Sale Assets |
Subsequent to the CapLease Merger and Cole Merger (each, as defined in Note 3 — Mergers and Acquisitions (As Restated)), the Company disposed of certain properties acquired in those mergers. The disposition of such properties resulted in a net gain on disposition for the three months ended June 30, 2014 and a net loss on disposition for the six months ended June 30, 2014; however, the Company incorrectly adjusted its purchase price allocation by adjusting its goodwill recorded in connection with the Mergers by $2.6 million and $10.9 million for the three and six months ended June 30, 2014, respectively. The Company has determined that there was not sufficient evidence to support adjusting its goodwill as a measurement period adjustment. As a result, the Company reversed the measurement period adjustments that were made to goodwill and recognized a net gain and loss on disposition for the three and six months ended June 30, 2014. |
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In addition, the Company assigned goodwill associated with the certain Mergers to the Company’s REI segment. However, the Company determined that it did not properly account for disposals of real estate because a portion of goodwill was not included in the carrying amount of the associated real estate in its determination of the gain or loss on disposition. To correct the accounting, the Company allocated $2.2 million and $9.2 million in the three and six months ended June 30, 2014, respectively, of goodwill to real estate dispositions, which increased the loss on disposition of properties recognized in the three and six months ended June 30, 2014. |
The Company did not properly classify a property as held for sale as of June 30, 2014. As such, the Company adjusted the fair value of the property at that date and recognized a loss on held for sale assets of $1.8 million for the three and six months ended June 30, 2014. |
Gain (Loss) on Derivative Instruments |
The Company determined that a portion of one of its interest rate swaps was incorrectly designated as effective, rather than ineffective for the three and six months ended June 30, 2014. Therefore, the Company incorrectly recorded the ineffective portion of the hedge through other comprehensive income (“OCI”), rather than earnings. The Company recorded a gain of $0.5 million and $1.5 million for the three and six months ended June 30, 2014, respectively, and reversed the amounts from OCI for the respective periods. |
As part of the Cole Merger, the Company acquired a derivative liability in the amount of $10.0 million for interest rate swaps. The swaps were subsequently settled in connection with the extinguishment of the related debt. This settlement should have been recorded as a reduction of the derivative liability acquired, however it was recorded as a loss on derivative instruments in the three months ended March 31, 2014. The Company previously corrected this in the three months ended June 30, 2014. In order to correct the period in which this adjustment was made, the Company decreased the amount recorded as a loss on derivative instruments in the three months ended March 31, 2014 and increased the amount recorded as a loss on derivative instruments in the three months ended June 30, 2014. |
The Company identified a swap interest payment of $1.8 million was incorrectly classified as a loss on derivative instruments. To correct the accounting, the Company reclassified the loss on derivative instruments to interest expense in the three and six months ended June 30, 2014. Additionally, the Company identified $2.1 million recorded as loss on derivative instruments that should have been recorded as interest expense. The Company reclassified loss on derivative instruments to interest expense in the six months ended June 30, 2014. No such expenses were identified in the three months ended June 30, 2014. |
Interest Expense |
The Company determined that the breakage costs of an interest rate lock was incorrectly recorded as interest expense in the six months ended June 30, 2014, rather than OCI and amortized over the term of the lock. As such, $3.9 million of expense was reclassified from interest expense to OCI in the period ended June 30, 2014. No such expenses were identified in the three months ended June 30, 2014. |
The Company identified a credit for interest expense of $1.1 million was incorrectly recorded in the three and six months ended June 30, 2014 as the credit was already recorded through a separate transaction. As such, the Company increased interest expense and decreased the receivable for this amount in the three and six months ended June 30, 2014. |
The Company concluded that the interest expense related to a swap was underestimated by $1.4 million for the six months ended June 30, 2014. As such, the Company recorded additional interest expense for the respective amount. No such expenses were identified in the three months ended June 30, 2014. |
The Company concluded that $5.0 million and $12.8 million of debt extinguishment costs for the three and six months ended June 30, 2014, respectively, which were originally reported as interest expense, should be reported as a separate line item caption within the consolidated statements of operations for the three and six months ended June 30, 2014. As such, the Company decreased interest expense by these amounts for the respective periods. |
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Net Loss Attributable to Non-controlling Interests |
The original calculation of the net loss attributable to non-controlling interest holders for the three and six months ended June 30, 2014 excluded expenses that were improperly recorded at the Company level. These expenses were incurred by the OP, and therefore should have been included in the Company’s determination of the net loss attributable to its non-controlling interest holders. In addition, the net loss attributable to the non-controlling interest holders has been adjusted to reflect the impact of the cumulative restatement adjustments discussed and presented herein. As a result, the Company recorded an adjustment of $1.1 million and $1.4 million for the three and six months ended June 30, 2014, respectively, for net loss attributable to non-controlling interest holders. |
Other Changes |
Along with restating the consolidated financial statements to correct the errors discussed above, the Company recorded adjustments for certain previously identified immaterial accounting errors related to the three and six months ended June 30, 2014 that arose in the normal course of business. In connection with the original financial statement issuance, the Company assessed the impact of these immaterial errors and concluded that they were not material, individually or in the aggregate, to the consolidated financial statements. However, in conjunction with the restatement, the Company determined that it would be appropriate to correct such errors. |
The original calculations of net loss per share for the three and six months ended June 30, 2014 were based on an incorrect weighted average share count. The original weighted average share count treated a portion of certain restricted share awards as outstanding common stock prior to the actual vesting date of such awards, and as a result, the weighted average share count was overstated for both periods. Therefore, the 2014 restated consolidated financial statements reflect decreases of 334,276 shares and 332,939 shares to the weighted average share counts used in the net loss per share calculations for the three and six months ended June 30, 2014. |
The Company also recorded certain reclassifications to conform the presentation of its consolidated statement of operations for the six months ended June 30, 2014 and 2013. |
In addition to the restatement of the consolidated financial statements, the Company has also restated the following notes for the three months ended June 30, 2014 and June 30, 2013 to reflect the error corrections noted above. |
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| • | | Note 3 – Mergers and Acquisitions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 4 – Summary of Significant Accounting Policies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 5 – Acquisitions of CapLease, Cole and CCPT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 6 – Segment Reporting | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 7 – Real Estate Investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 10 – Deferred Costs and Other Assets, Net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 11 – Fair Value of Financial Instruments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 12 – Mortgage Notes Payable | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 15 – Derivatives and Hedging Activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 16 – Accounts Payable and Accrued Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 19 – Equity-based Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 20 – Related Party Transactions and Arrangements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 22 – Net Loss Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 23 – Property Dispositions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 24 – Income Taxes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | Note 25 – Subsequent Events | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The following tables present the combined impact of all changes, as described above, to the applicable line items in the consolidated financial statements to the Company’s previously issued consolidated financial statements for the periods ended June 30, 2014 and 2013 and the year ended December 31, 2013 (in thousands, except share and per share amounts): |
June 30, 2014 and December 31, 2013 Restated Consolidated Balance Sheets |
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| | June 30, 2014 | | | December 31, 2013 | |
| | As | | | Reclassifications | | | Restatement | | | As Restated | | | As | | | Reclassifications | | | Restatement | | | As Restated | |
Previously | Adjustments | Previously | Adjustments |
Reported | | Reported (1) | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate investments, at cost: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land | | $ | 3,361,195 | | | $ | — | | | $ | (17,960 | ) | | $ | 3,343,235 | | | $ | 1,379,453 | | | $ | — | | | $ | 855 | | | $ | 1,380,308 | |
Buildings, fixtures and improvements | | | 12,445,972 | | | | (3,623 | ) | | | (21,723 | ) | | | 12,420,626 | | | | 5,291,031 | | | | — | | | | 6,369 | | | | 5,297,400 | |
Land and construction in progress | | | 62,594 | | | | — | | | | — | | | | 62,594 | | | | 21,839 | | | | — | | | | — | | | | 21,839 | |
Acquired intangible lease assets | | | 2,231,675 | | | | 382 | | | | (4,664 | ) | | | 2,227,393 | | | | 758,376 | | | | 382 | | | | 837 | | | | 759,595 | |
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Total real estate investments, at cost | | | 18,101,436 | | | | (3,241 | ) | | | (44,347 | ) | | | 18,053,848 | | | | 7,450,699 | | | | 382 | | | | 8,061 | | | | 7,459,142 | |
Less: accumulated depreciation and amortization | | | (661,005 | ) | | | (281 | ) | | | 669 | | | | (660,617 | ) | | | (267,352 | ) | | | (155 | ) | | | 229 | | | | (267,278 | ) |
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Total real estate investments, net | | | 17,440,431 | | | | (3,522 | ) | | | (43,678 | ) | | | 17,393,231 | | | | 7,183,347 | | | | 227 | | | | 8,290 | | | | 7,191,864 | |
Investment in unconsolidated entities | | | 102,047 | | | | — | | | | — | | | | 102,047 | | | | — | | | | — | | | | — | | | | — | |
Investment in direct financing leases, net | | | 62,094 | | | | — | | | | — | | | | 62,094 | | | | 66,112 | | | | — | | | | — | | | | 66,112 | |
Investment securities, at fair value | | | 219,204 | | | | — | | | | — | | | | 219,204 | | | | 62,067 | | | | — | | | | — | | | | 62,067 | |
Loans held for investment, net | | | 97,587 | | | | — | | | | — | | | | 97,587 | | | | 26,279 | | | | — | | | | — | | | | 26,279 | |
Cash and cash equivalents | | | 193,690 | | | | — | | | | 1,839 | | | | 195,529 | | | | 52,725 | | | | — | | | | — | | | | 52,725 | |
Derivative assets, at fair value (2) | | | — | | | | — | | | | — | | | | — | | | | 9,189 | | | | (9,189 | ) | | | — | | | | — | |
Restricted cash | | | 69,544 | | | | — | | | | — | | | | 69,544 | | | | 35,921 | | | | — | | | | — | | | | 35,921 | |
Prepaid Expenses (2) | | | — | | | | — | | | | — | | | | — | | | | 187,930 | | | | (187,930 | ) | | | — | | | | — | |
Intangible assets, net | | | 347,618 | | | | — | | | | — | | | | 347,618 | | | | — | | | | — | | | | — | | | | — | |
Deferred costs and other assets, net | | | 405,056 | | | | 3,522 | | | | 9,621 | | | | 418,199 | | | | — | | | | 281,865 | | | | (1,204 | ) | | | 280,661 | |
Goodwill | | | 2,304,880 | | | | — | | | | (11,860 | ) | | | 2,293,020 | | | | 102,419 | | | | — | | | | (9,630 | ) | | | 92,789 | |
Due from affiliates | | | 73,336 | | | | — | | | | 350 | | | | 73,686 | | | | — | | | | — | | | | | | | | — | |
Deferred Costs (2) | | | — | | | | — | | | | — | | | | — | | | | 81,311 | | | | (84,973 | ) | | | 3,662 | | | | — | |
Assets held for sale | | | — | | | | | | | | 38,737 | | | | 38,737 | | | | 679 | | | | — | | | | (14 | ) | | | 665 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 21,315,487 | | | $ | — | | | $ | (4,991 | ) | | $ | 21,310,496 | | | $ | 7,807,979 | | | $ | — | | | $ | 1,104 | | | $ | 7,809,083 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage notes payable, net | | $ | 4,227,494 | | | $ | — | | | $ | — | | | $ | 4,227,494 | | | $ | 1,301,114 | | | $ | — | | | $ | — | | | $ | 1,301,114 | |
Corporate bonds, net | | | 2,546,089 | | | | — | | | | — | | | | 2,546,089 | | | | — | | | | — | | | | — | | | | — | |
Convertible debt, net | | | 975,003 | | | | — | | | | — | | | | 975,003 | | | | 972,490 | | | | — | | | | — | | | | 972,490 | |
Senior corporate credit facilities (3) | | | — | | | | — | | | | — | | | | — | | | | 1,819,800 | | | | (1,819,800 | ) | | | — | | | | — | |
Secured credit facility (3) | | | — | | | | — | | | | — | | | | — | | | | 150,000 | | | | (150,000 | ) | | | — | | | | — | |
Credit facilities | | | 1,896,000 | | | | — | | | | — | | | | 1,896,000 | | | | — | | | | 1,969,800 | | | | — | | | | 1,969,800 | |
Other debt, net | | | 146,158 | | | | — | | | | — | | | | 146,158 | | | | 104,804 | | | | — | | | | — | | | | 104,804 | |
Below-market lease liabilities, net | | | 283,518 | | | | — | | | | (1,564 | ) | | | 281,954 | | | | 77,789 | | | | — | | | | (620 | ) | | | 77,169 | |
Accounts payable and accrued expenses | | | 154,741 | | | | — | | | | 20,201 | | | | 174,942 | | | | 808,900 | | | | — | | | | (78,329 | ) | | | 730,571 | |
Derivative liabilities, at fair value (4) | | | — | | | | — | | | | — | | | | — | | | | 18,455 | | | | (18,455 | ) | | | — | | | | — | |
Deferred rent and other liabilities | | | 218,023 | | | | — | | | | 5,396 | | | | 223,419 | | | | 21,816 | | | | 18,455 | | | | — | | | | 40,271 | |
Distributions payable | | | 3,837 | | | | — | | | | 6,942 | | | | 10,779 | | | | 10,278 | | | | — | | | | 625 | | | | 10,903 | |
Due to affiliates | | | 835 | | | | — | | | | 2,349 | | | | 3,184 | | | | — | | | | — | | | | 103,434 | | | | 103,434 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 10,451,698 | | | | — | | | | 33,324 | | | | 10,485,022 | | | | 5,285,446 | | | | — | | | | 25,110 | | | | 5,310,556 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The consolidated balance sheets continue onto the next page. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2014 | | | December 31, 2013 | |
| | As | | | Reclassifications | | | Restatement | | | As Restated | | | As | | | Reclassifications | | | Restatement | | | As Restated | |
Previously | Adjustments | Previously | Adjustments |
Reported | | Reported | |
Series D preferred stock, $0.01 par value, 21,735,008 shares (part of 100,000,000 aggregate preferred shares authorized) issued and outstanding at June 30, 2014 and December 31, 2013, respectively | | $ | 269,299 | | | $ | — | | | $ | — | | | $ | 269,299 | | | $ | 269,299 | | | $ | — | | | $ | — | | | $ | 269,299 | |
| | | | | | | | |
Preferred stock (excluding Series D Preferred Stock), $0.01 par value, 100,000,000 shares authorized and 42,730,013 and 42,199,547 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | | | 427 | | | | — | | | | — | | | | 427 | | | | 422 | | | | — | | | | — | | | | 422 | |
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 907,918,821 and 239,234,725 issued and outstanding at June 30, 2014 and December 31, 2013, respectively | | | 9,079 | | | | — | | | | — | | | | 9,079 | | | | 2,392 | | | | — | | | | — | | | | 2,392 | |
| | | | | | | | |
Additional paid-in capital | | | 11,904,537 | | | | — | | | | (2,862 | ) | | | 11,901,675 | | | | 2,939,287 | | | | — | | | | 1,620 | | | | 2,940,907 | |
Accumulated other comprehensive income | | | 12,392 | | | | — | | | | (5,334 | ) | | | 7,058 | | | | 7,666 | | | | — | | | | — | | | | 7,666 | |
Accumulated deficit | | | (1,628,354 | ) | | | — | | | | (10,854 | ) | | | (1,639,208 | ) | | | (864,516 | ) | | | — | | | | (13,441 | ) | | | (877,957 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 10,298,081 | | | | — | | | | (19,050 | ) | | | 10,279,031 | | | | 2,085,251 | | | | — | | | | (11,821 | ) | | | 2,073,430 | |
Non-controlling interests | | | 296,409 | | | | — | | | | (19,265 | ) | | | 277,144 | | | | 167,983 | | | | — | | | | (12,185 | ) | | | 155,798 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Total equity | | | 10,594,490 | | | | — | | | | (38,315 | ) | | | 10,556,175 | | | | 2,253,234 | | | | — | | | | (24,006 | ) | | | 2,229,228 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 21,315,487 | | | $ | — | | | $ | (4,991 | ) | | $ | 21,310,496 | | | $ | 7,807,979 | | | $ | — | | | $ | 1,104 | | | $ | 7,809,083 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
-1 | This line item caption has been reclassified and included within deferred costs and other assets, net in the accompanying consolidated balance sheets for the period ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-2 | This line item caption has been reclassified and included within credit facilities in the accompanying consolidated balance sheets for the period ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-3 | This line item caption has been reclassified and included within deferred rent, derivative and other liabilities in the accompanying consolidated balance sheets for the period ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
June 30, 2013 Restated Consolidated Balance Sheet |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2013 | | | | | | | | | | | | | |
| | As | | | ARCT IV | | | Reclassifications | | | Restatement | | | As Restated | | | | | | | | | | | | | |
Previously | Adjustments (1) | Adjustments | | | | | | | | | | | | |
Reported | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate investments, at cost: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land | | $ | 504,562 | | | $ | 249,931 | | | $ | — | | | $ | — | | | $ | 754,493 | | | | | | | | | | | | | |
Buildings, fixtures and improvements | | | 2,043,270 | | | | 770,009 | | | | — | | | | — | | | | 2,813,279 | | | | | | | | | | | | | |
Acquired intangible lease assets | | | 318,488 | | | | 113,465 | | | | 347 | | | | — | | | | 432,300 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total real estate investments, at cost | | | 2,866,320 | | | | 1,133,405 | | | | 347 | | | | — | | | | 4,000,072 | | | | | | | | | | | | | |
Less: accumulated depreciation and amortization | | | (108,765 | ) | | | (7,905 | ) | | | (132 | ) | | | — | | | | (116,802 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total real estate investments, net | | | 2,757,555 | | | | 1,125,500 | | | | 215 | | | | — | | | | 3,883,270 | | | | | | | | | | | | | |
Investment in direct financing leases, net | | | 67,518 | | | | 8,892 | | | | — | | | | — | | | | 76,410 | | | | | | | | | | | | | |
Investment securities, at fair value | | | 9,920 | | | | 68,082 | | | | — | | | | — | | | | 78,002 | | | | | | | | | | | | | |
Cash and cash equivalents | | | 10,958 | | | | 261,490 | | | | — | | | | — | | | | 272,448 | | | | | | | | | | | | | |
Derivative assets, at fair value | | | 10,161 | | | | 41 | | | | (10,202 | ) | | | — | | | | — | | | | | | | | | | | | | |
Restricted cash | | | 1,576 | | | | — | | | | — | | | | — | | | | 1,576 | | | | | | | | | | | | | |
Deferred costs and other assets, net | | | — | | | | — | | | | 128,825 | | | | (642 | ) | | | 128,183 | | | | | | | | | | | | | |
Prepaid expenses and other assets, net | | | 14,626 | | | | 50,262 | | | | (64,888 | ) | | | — | | | | — | | | | | | | | | | | | | |
Receivable for issuance of common stock | | | — | | | | 443 | | | | (443 | ) | | | — | | | | — | | | | | | | | | | | | | |
Deferred costs, net | | | 38,443 | | | | 15,064 | | | | (53,507 | ) | | | — | | | | — | | | | | | | | | | | | | |
Assets held for sale | | | 6,028 | | | | — | | | | — | | | | (14 | ) | | | 6,014 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,916,785 | | | $ | 1,529,774 | | | $ | — | | | $ | (656 | ) | | $ | 4,445,903 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage notes payable, net | | | 269,918 | | | | 2,124 | | | | — | | | | — | | | | 272,042 | | | | | | | | | | | | | |
Senior corporate credit facilities | | | 600,000 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | |
Credit facilities | | | — | | | | — | | | | — | | | | — | | | | 600,000 | | | | | | | | | | | | | |
Convertible Obligation to Series C Convertible Preferred Stockholders | | | 445,000 | | | | — | | | | — | | | | — | | | | 445,000 | | | | | | | | | | | | | |
Contingent value rights obligation to preferred and common investors | | | 31,134 | | | | — | | | | — | | | | — | | | | 31,134 | | | | | | | | | | | | | |
Derivative liabilities | | | 1,186 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | | 12,060 | | | | 654,518 | | | | (103 | ) | | | (395 | ) | | | 666,080 | | | | | | | | | | | | | |
Deferred rent and other liabilities | | | 5,274 | | | | 1,796 | | | | 1,289 | | | | — | | | | 8,359 | | | | | | | | | | | | | |
Distributions payable | | | 1 | | | | 9,717 | | | | — | | | | 248 | | | | 9,966 | | | | | | | | | | | | | |
Due to affiliates | | | — | | | | — | | | | — | | | | 1,349 | | | | 1,349 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 1,364,573 | | | | 668,155 | | | | — | | | | 1,202 | | | | 2,033,930 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Preferred stock (excluding Series D Preferred Stock), $0.01 par value, 100,000,000 shares authorized and 42,921,213 shares issued and outstanding at June 30, 2013 | | | 8 | | | | 422 | | | | — | | | | — | | | | 430 | | | | | | | | | | | | | |
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 221,690,474 issued and outstanding at June 30, 2013 | | | 1,846 | | | | 368 | | | | — | | | | — | | | | 2,214 | | | | | | | | | | | | | |
Additional paid-in capital | | | 1,801,460 | | | | 901,592 | | | | — | | | | 3,035 | | | | 2,706,087 | | | | | | | | | | | | | |
Accumulated other comprehensive income | | | 8,919 | | | | (1,337 | ) | | | — | | | | — | | | | 7,582 | | | | | | | | | | | | | |
Accumulated deficit | | | (379,502 | ) | | | (68,175 | ) | | | — | | | | (64 | ) | | | (447,741 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 1,432,731 | | | | 832,870 | | | | — | | | | 2,971 | | | | 2,268,572 | | | | | | | | | | | | | |
Non-controlling interests | | | 119,481 | | | | 28,749 | | | | — | | | | (4,829 | ) | | | 143,401 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total equity | | | 1,552,212 | | | | 861,619 | | | | — | | | | (1,858 | ) | | | 2,411,973 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 2,916,785 | | | $ | 1,529,774 | | | $ | — | | | $ | (656 | ) | | $ | 4,445,903 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
-1 | Adjustments to financial statements in order to apply the carryover basis of accounting to include the effects of the merger with ARCT IV. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Restated Consolidated Statements of Operations (for the three months ended June 30, 2014 and 2013) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Three Months Ended | |
| | June 30, 2014 | | | June 30, 2013 | |
| | As | | | Reclassifications | | | Restatement | | | As Restated | | | As | | | Reclassifications | | | Restatement | | | As Restated | |
Previously | Adjustments | Previously | Adjustments |
Reported | | Reported | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income | | $ | 314,843 | | | $ | — | | | $ | (324 | ) | | $ | 314,519 | | | $ | 52,664 | | | $ | — | | | $ | — | | | $ | 52,664 | |
Direct financing lease income | | | 1,181 | | | | — | | | | — | | | | 1,181 | | | | — | | | | — | | | | — | | | | — | |
Operating expense reimbursements | | | 28,545 | | | | — | | | | 711 | | | | 29,256 | | | | 2,281 | | | | — | | | | — | | | | 2,281 | |
Cole Capital revenue | | | 37,412 | | | | (190 | ) | | | — | | | | 37,222 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 381,981 | | | | (190 | ) | | | 387 | | | | 382,178 | | | | 54,945 | | | | — | | | | — | | | | 54,945 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cole Capital reallowed fees and commissions | | | 7,068 | | | | — | | | | — | | | | 7,068 | | | | — | | | | — | | | | — | | | | — | |
Acquisition related | | | 8,453 | | | | — | | | | (1,252 | ) | | | 7,201 | | | | 37,289 | | | | — | | | | (23 | ) | | | 37,266 | |
Merger and other transaction related (1) | | | 13,286 | | | | — | | | | (5,864 | ) | | | 7,422 | | | | 6,393 | | | | — | | | | (528 | ) | | | 5,865 | |
Property operating | | | 39,372 | | | | — | | | | (86 | ) | | | 39,286 | | | | 3,086 | | | | — | | | | — | | | | 3,086 | |
General and administrative | | | 19,063 | | | | 2,788 | | | | 18,161 | | | | 40,012 | | | | 2,361 | | | | 23 | | | | 3,899 | | | | 6,283 | |
Equity-based compensation (2) | | | 9,338 | | | | — | | | | (9,338 | ) | | | — | | | | 3,458 | | | | — | | | | (3,458 | ) | | | — | |
Depreciation and amortization | | | 258,993 | | | | — | | | | (8,254 | ) | | | 250,739 | | | | 33,752 | | | | (23 | ) | | | (48 | ) | | | 33,681 | |
Impairment of real estate (3) | | | — | | | | — | | | | 1,556 | | | | 1,556 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 355,573 | | | | 2,788 | | | | (5,077 | ) | | | 353,284 | | | | 86,339 | | | | — | | | | (158 | ) | | | 86,181 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | 26,408 | | | | (2,978 | ) | | | 5,464 | | | | 28,894 | | | | (31,394 | ) | | | — | | | | 158 | | | | (31,236 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | (99,635 | ) | | | (4,619 | ) | | | 357 | | | | (103,897 | ) | | | (11,068 | ) | | | (356 | ) | | | — | | | | (11,424 | ) |
Extinguishment of debt, net (3) | | | — | | | | — | | | | (6,469 | ) | | | (6,469 | ) | | | — | | | | — | | | | — | | | | — | |
Other income, net | | | 6,526 | | | | 7,597 | | | | (2,187 | ) | | | 11,936 | | | | 1,167 | | | | 356 | | | | — | | | | 1,523 | |
Gain (loss) on derivative instruments, net | | | 21,926 | | | | — | | | | (7,719 | ) | | | 14,207 | | | | (40 | ) | | | (31,134 | ) | | | — | | | | (31,174 | ) |
Loss on contingent value rights | | | — | | | | — | | | | — | | | | — | | | | (31,134 | ) | | | 31,134 | | | | — | | | | — | |
Gain on disposition of properties, net | | | 1,510 | | | | — | | | | (2,779 | ) | | | (1,269 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total other expenses, net | | | (69,673 | ) | | | 2,978 | | | | (18,797 | ) | | | (85,492 | ) | | | (41,075 | ) | | | — | | | | — | | | | (41,075 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss from continuing operations | | | (43,265 | ) | | | — | | | | (13,333 | ) | | | (56,598 | ) | | | (72,469 | ) | | | — | | | | 158 | | | | (72,311 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Discontinued operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from operations of held for sale properties | | | — | | | | — | | | | — | | | | — | | | | 36 | | | | — | | | | — | | | | 36 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | 36 | | | | — | | | | — | | | | 36 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Net loss | | | (43,265 | ) | | | — | | | | (13,333 | ) | | | (56,598 | ) | | | (72,433 | ) | | | — | | | | 158 | | | | (72,275 | ) |
Net loss attributable to non-controlling interests | | | 2,937 | | | | — | | | | (1,059 | ) | | | 1,878 | | | | 475 | | | | — | | | | 2,197 | | | | 2,672 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss attributable to the Company | | $ | (40,328 | ) | | $ | — | | | $ | (14,392 | ) | | $ | (54,720 | ) | | $ | (71,958 | ) | | $ | — | | | $ | 2,355 | | | $ | (69,603 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share attributable to common stockholders | | $ | (0.08 | ) | | $ | — | | | $ | — | | | $ | (0.10 | ) | | $ | (0.36 | ) | | $ | — | | | $ | — | | | $ | (0.35 | ) |
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-1 | This line item caption has been updated to “merger and other non-routine transactions” in the accompanying consolidated statements of operations. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-2 | As disclosed above, this line item caption has been reclassified into “general and administrative” in the accompanying consolidated statements of operations. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-3 | This line item caption has been added and is included in the accompanying consolidated statements of operations for the period ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Restated Consolidated Statements of Operations (for the six months ended June 30, 2014 and 2013) |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended | | | Six Months Ended | |
| | June 30, 2014 | | | June 30, 2013 | |
| | As | | | Reclassifications | | | Restatement | | | As Restated | | | As | | | Reclassifications | | | Restatement | | | As Restated | |
Previously | Adjustments | Previously | Adjustments |
Reported | | Reported | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income | | $ | 559,288 | | | $ | — | | | $ | (354 | ) | | $ | 558,934 | | | $ | 93,651 | | | $ | — | | | $ | — | | | $ | 93,651 | |
Direct financing lease income | | | 2,187 | | | | — | | | | — | | | | 2,187 | | | | — | | | | — | | | | — | | | | — | |
Operating expense reimbursements | | | 49,641 | | | | — | | | | 1,091 | | | | 50,732 | | | | 4,191 | | | | — | | | | — | | | | 4,191 | |
Cole Capital revenue | | | 91,479 | | | | — | | | | — | | | | 91,479 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 702,595 | | | | — | | | | 737 | | | | 703,332 | | | | 97,842 | | | | — | | | | — | | | | 97,842 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cole Capital reallowed fees and commissions | | | 41,504 | | | | — | | | | — | | | | 41,504 | | | | — | | | | — | | | | — | | | | — | |
Acquisition related | | | 20,337 | | | | — | | | | 281 | | | | 20,618 | | | | 47,616 | | | | — | | | | (23 | ) | | | 47,593 | |
Merger and other non-routine transactions (1) | | | 235,478 | | | | — | | | | (67,758 | ) | | | 167,720 | | | | 144,162 | | | | — | | | | (14,729 | ) | | | 129,433 | |
Property operating | | | 69,030 | | | | — | | | | 11 | | | | 69,041 | | | | 5,635 | | | | — | | | | — | | | | 5,635 | |
Management fees to affiliate | | | — | | | | — | | | | 13,888 | | | | 13,888 | | | | — | | | | — | | | | 12,493 | | | | 12,493 | |
General and administrative | | | 44,748 | | | | 3,911 | | | | 47,845 | | | | 96,504 | | | | 3,815 | | | | 23 | | | | 10,217 | | | | 14,055 | |
Equity-based compensation (2) | | | 31,848 | | | | — | | | | (31,848 | ) | | | — | | | | 4,339 | | | | — | | | | (4,339 | ) | | | — | |
Depreciation and amortization | | | 424,356 | | | | — | | | | 225 | | | | 424,581 | | | | 60,505 | | | | (23 | ) | | | (48 | ) | | | 60,434 | |
Impairment of real estate (3) | | | — | | | | — | | | | 1,556 | | | | 1,556 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 867,301 | | | | 3,911 | | | | (35,800 | ) | | | 835,412 | | | | 266,072 | | | | — | | | | 3,571 | | | | 269,643 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (164,706 | ) | | | (3,911 | ) | | | 36,537 | | | | (132,080 | ) | | | (168,230 | ) | | | — | | | | (3,571 | ) | | | (171,801 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | (216,347 | ) | | | (8,272 | ) | | | (229 | ) | | | (224,848 | ) | | | (17,124 | ) | | | (502 | ) | | | (599 | ) | | | (18,225 | ) |
Extinguishment of debt, net (4) | | | — | | | | — | | | | (15,868 | ) | | | (15,868 | ) | | | — | | | | — | | | | — | | | | — | |
Other income, net | | | 10,915 | | | | 12,183 | | | | (952 | ) | | | 22,146 | | | | 2,020 | | | | 502 | | | | — | | | | 2,522 | |
Gain (loss) on derivative instruments, net | | | 1,729 | | | | — | | | | 5,357 | | | | 7,086 | | | | (45 | ) | | | (31,134 | ) | | | — | | | | (31,179 | ) |
Loss on contingent value rights | | | — | | | | — | | | | — | | | | — | | | | (31,134 | ) | | | 31,134 | | | | — | | | | — | |
Gain (loss) on disposition of properties and held for sale assets, net | | | 4,489 | | | | — | | | | (23,363 | ) | | | (18,874 | ) | | | — | | | | — | | | | — | | | | — | |
Gain on sale of investments | | | — | | | | — | | | | — | | | | — | | | | 451 | | | | — | | | | — | | | | 451 | |
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Total other expenses, net | | | (199,214 | ) | | | 3,911 | | | | (35,055 | ) | | | (230,358 | ) | | | (45,832 | ) | | | — | | | | (599 | ) | | | (46,431 | ) |
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Net loss from continuing operations | | | (363,920 | ) | | | — | | | | 1,482 | | | | (362,438 | ) | | | (214,062 | ) | | | — | | | | (4,170 | ) | | | (218,232 | ) |
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Discontinued operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from operations of held for sale properties | | | — | | | | — | | | | — | | | | — | | | | 20 | | | | — | | | | — | | | | 20 | |
Gain on held for sale properties | | | — | | | | — | | | | — | | | | — | | | | 14 | | | | — | | | | (14 | ) | | | — | |
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Net loss from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | 34 | | | | — | | | | (14 | ) | | | 20 | |
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Net loss | | | (363,920 | ) | | | — | | | | 1,482 | | | | (362,438 | ) | | | (214,028 | ) | | | — | | | | (4,184 | ) | | | (218,212 | ) |
Net loss attributable to non-controlling interests | | | 14,911 | | | | — | | | | 1,363 | | | | 16,274 | | | | 907 | | | | — | | | | 3,822 | | | | 4,729 | |
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Net loss attributable to the Company | | $ | (349,009 | ) | | $ | — | | | $ | 2,845 | | | $ | (346,164 | ) | | $ | (213,121 | ) | | $ | — | | | $ | (362 | ) | | $ | (213,483 | ) |
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Basic and diluted net loss per share attributable to common stockholders | | $ | (0.58 | ) | | $ | — | | | $ | — | | | $ | (0.58 | ) | | $ | (1.16 | ) | | $ | — | | | $ | — | | | $ | (1.17 | ) |
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-1 | This line item caption has been updated to merger and other non-routine transactions in the accompanying consolidated statements of operations. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-2 | As disclosed above, this line item caption has been reclassified into “general and administrative” in the accompanying consolidated statements of operations. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-3 | This line item caption has been added and is included in the accompanying consolidated statements of operations for the period ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restated Statements of Comprehensive Loss (for the three months ended June 30, 2014 and 2013) |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Three Months Ended | | | | | | | | | |
| | June 30, 2014 | | | June 30, 2013 | | | | | | | | | |
| | As | | | Restatement | | | As Restated | | | As | | | Restatement | | | As Restated | | | | | | | | | |
Previously | Adjustments | Previously | Adjustments | | | | | | | | |
Reported | | Reported | | | | | | | | | |
Net loss (1) | | $ | (43,265 | ) | | $ | (13,333 | ) | | $ | (56,598 | ) | | $ | (72,433 | ) | | $ | 158 | | | $ | (72,275 | ) | | | | | | | | |
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Other comprehensive (loss) income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Designated derivatives, fair value adjustments | | | (6,883 | ) | | | (400 | ) | | | (7,283 | ) | | | 14,058 | | | | — | | | | 14,058 | | | | | | | | | |
Unrealized gain (loss) on investment securities, net | | | 5,878 | | | | — | | | | 5,878 | | | | (1,793 | ) | | | — | | | | (1,793 | ) | | | | | | | | |
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Total other comprehensive (loss) income | | | (1,005 | ) | | | (400 | ) | | | (1,405 | ) | | | 12,265 | | | | — | | | | 12,265 | | | | | | | | | |
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Total comprehensive loss | | | (44,270 | ) | | | (13,733 | ) | | | (58,003 | ) | | | (60,168 | ) | | | 158 | | | | (60,010 | ) | | | | | | | | |
Net loss attributable to non-controlling interests | | | 2,937 | | | | (1,059 | ) | | | 1,878 | | | | 475 | | | | 2,197 | | | | 2,672 | | | | | | | | | |
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Total comprehensive loss attributable to the Company | | $ | (41,333 | ) | | $ | (14,792 | ) | | $ | (56,125 | ) | | $ | (59,693 | ) | | $ | 2,355 | | | $ | (57,338 | ) | | | | | | | | |
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-1 | The statement of comprehensive loss previously began with net loss attributable to common stockholders. The statement has been updated to begin with net loss to properly show the total comprehensive loss. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restated Statements of Comprehensive Loss (for the six months ended June 30, 2014 and 2013) |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended | | | Six Months Ended | | | | | | | | | |
| | June 30, 2014 | | | June 30, 2013 | | | | | | | | | |
| | As | | | Restatement | | | As Restated | | | As | | | Restatement | | | As Restated | | | | | | | | | |
Previously | Adjustments | Previously | Adjustments | | | | | | | | |
Reported | | Reported | | | | | | | | | |
Net loss | | $ | (363,920 | ) | | $ | 1,482 | | | $ | (362,438 | ) | | $ | (214,028 | ) | | $ | (4,184 | ) | | $ | (218,212 | ) | | | | | | | | |
Other comprehensive (loss) income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Designated derivatives, fair value adjustments | | | (4,247 | ) | | | (5,334 | ) | | | (9,581 | ) | | | 12,881 | | | | — | | | | 12,881 | | | | | | | | | |
Unrealized gain (loss) on investment securities, net | | | 8,973 | | | | — | | | | 8,973 | | | | (1,365 | ) | | | — | | | | (1,365 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total other comprehensive (loss) income | | | 4,726 | | | | (5,334 | ) | | | (608 | ) | | | 11,516 | | | | — | | | | 11,516 | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive loss | | | (359,194 | ) | | | (3,852 | ) | | | (363,046 | ) | | | (202,512 | ) | | | (4,184 | ) | | | (206,696 | ) | | | | | | | | |
Net loss attributable to non-controlling interests | | | 14,911 | | | | 1,363 | | | | 16,274 | | | | 907 | | | | 3,822 | | | | 4,729 | | | | | | | | | |
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Total comprehensive loss attributable to the Company | | $ | (344,283 | ) | | $ | (2,489 | ) | | $ | (346,772 | ) | | $ | (201,605 | ) | | $ | (362 | ) | | $ | (201,967 | ) | | | | | | | | |
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Restated Statements of Cash Flows |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended | | | Six Months Ended | |
| | June 30, 2014 | | | June 30, 2013 | |
| | As | | | Reclassifications | | | Restatement | | | As Restated | | | As | | | Reclassifications | | | Restatement | | | As Restated | |
Previously | Adjustments | Previously | Adjustments |
Reported | | Reported | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (363,920 | ) | | $ | — | | | $ | 1,482 | | | $ | (362,438 | ) | | $ | (214,028 | ) | | $ | — | | | $ | (4,184 | ) | | $ | (218,212 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of OP Units | | | 153,885 | | | | — | | | | (61,001 | ) | | | 92,884 | | | | 108,247 | | | | — | | | | (476 | ) | | | 107,771 | |
Depreciation and amortization | | | 452,446 | | | | — | | | | 20,738 | | | | 473,184 | | | | 64,243 | | | | — | | | | 537 | | | | 64,780 | |
Gain on disposition of properties | | | (4,489 | ) | | | — | | | | 23,363 | | | | 18,874 | | | | (14 | ) | | | — | | | | 14 | | | | — | |
Equity-based compensation | | | 31,848 | | | | — | | | | (4,584 | ) | | | 27,264 | | | | 6,717 | | | | — | | | | 74 | | | | 6,791 | |
Equity in income of unconsolidated entities | | | 385 | | | | — | | | | — | | | | 385 | | | | — | | | | — | | | | — | | | | — | |
Distributions from unconsolidated entities (1) | | | — | | | | — | | | | 4,033 | | | | 4,033 | | | | — | | | | — | | | | — | | | | — | |
Net direct financing lease adjustments (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Loss on derivative instruments | | | 8,048 | | | | — | | | | (15,134 | ) | | | (7,086 | ) | | | 45 | | | | — | | | | — | | | | 45 | |
Gain on sale of investments, net | | | — | | | | — | | | | — | | | | — | | | | (451 | ) | | | — | | | | — | | | | (451 | ) |
Impairment of real estate | | | — | | | | — | | | | 1,556 | | | | 1,556 | | | | | | | | | | | | | | | | | |
Gain on extinguishment of debt | | | (8,398 | ) | | | — | | | | (8,587 | ) | | | (16,985 | ) | | | — | | | | — | | | | — | | | | — | |
Unrealized loss on contingent value rights obligations, net of settlement payments | | | — | | | | — | | | | — | | | | — | | | | 31,134 | | | | — | | | | — | | | | 31,134 | |
Changes in assets and liabilities: | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Investment in direct financing leases | | | 525 | | | | — | | | | — | | | | 525 | | | | — | | | | — | | | | — | | | | — | |
Deferred costs and other assets, net | | | (62,175 | ) | | | — | | | | (31,378 | ) | | | (93,553 | ) | | | (10,300 | ) | | | — | | | | 37 | | | | (10,263 | ) |
Due from affiliates | | | (5,335 | ) | | | — | | | | (350 | ) | | | (5,685 | ) | | | — | | | | — | | | | — | | | | — | |
Accounts payable and accrued expenses | | | (133,960 | ) | | | — | | | | 82,189 | | | | (51,771 | ) | | | 4,554 | | | | — | | | | (394 | ) | | | 4,160 | |
Deferred rent, derivative and other liabilities | | | (35,298 | ) | | | — | | | | 26,566 | | | | (8,732 | ) | | | 2,676 | | | | — | | | | — | | | | 2,676 | |
Due to affiliates | | | 223 | | | | — | | | | (41,485 | ) | | | (41,262 | ) | | | — | | | | — | | | | 1,349 | | | | 1,349 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 33,785 | | | | — | | | | (2,592 | ) | | | 31,193 | | | | (7,177 | ) | | | — | | | | (3,043 | ) | | | (10,220 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in real estate and other assets | | | (1,246,588 | ) | | | — | | | | — | | | | (1,246,588 | ) | | | (2,129,677 | ) | | | — | | | | — | | | | (2,129,677 | ) |
Acquisition of a real estate business, net of cash acquired | | | (755,701 | ) | | | — | | | | (531 | ) | | | (756,232 | ) | | | — | | | | — | | | | — | | | | — | |
Investment in direct financing leases | | | — | | | | — | | | | — | | | | — | | | | (76,410 | ) | | | — | | | | — | | | | (76,410 | ) |
Capital expenditures | | | (46,649 | ) | | | 21,733 | | | | 14,927 | | | | (9,989 | ) | | | (30 | ) | | | — | | | | — | | | | (30 | ) |
Real estate developments | | | — | | | | (21,733 | ) | | | — | | | | (21,733 | ) | | | — | | | | — | | | | — | | | | — | |
Distributions from unconsolidated entities (1) | | | 4,033 | | | | — | | | | (4,033 | ) | | | — | | | | — | | | | — | | | | — | | | | — | |
Principal repayments received from borrowers | | | 4,155 | | | | — | | | | — | | | | 4,155 | | | | — | | | | — | | | | — | | | | — | |
Investments in unconsolidated entities | | | (2,500 | ) | | | — | | | | — | | | | (2,500 | ) | | | — | | | | — | | | | — | | | | — | |
Return of investment from unconsolidated entities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Proceeds from disposition of properties | | | 95,321 | | | | — | | | | (498 | ) | | | 94,823 | | | | — | | | | — | | | | — | | | | — | |
Investment in intangible assets | | | (266 | ) | | | — | | | | — | | | | (266 | ) | | | — | | | | — | | | | — | | | | — | |
Investment in other assets | | | — | | | | — | | | | — | | | | — | | | | (1,041 | ) | | | — | | | | 1,041 | | | | — | |
Deposits for real estate investments | | | (129,602 | ) | | | — | | | | — | | | | (129,602 | ) | | | (47,086 | ) | | | — | | | | — | | | | (47,086 | ) |
Uses and refunds of deposits for real estate investments | | | 196,075 | | | | — | | | | — | | | | 196,075 | | | | — | | | | — | | | | — | | | | — | |
Purchases of investment securities | | | — | | | | — | | | | — | | | | — | | | | (81,460 | ) | | | — | | | | — | | | | (81,460 | ) |
The consolidated statements of cash flows continue onto the next page. |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended | | | Six Months Ended | |
| | June 30, 2014 | | | June 30, 2013 | |
| | As | | | Reclassifications | | | Restatement | | | As Restated | | | As | | | Reclassifications | | | Restatement | | | As Restated | |
Previously | Adjustments | Previously | Adjustments |
Reported | | Reported | |
Line of credit advances to affiliates | | $ | (80,300 | ) | | $ | — | | | $ | — | | | $ | (80,300 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Line of credit repayments from affiliates | | | 15,600 | | | | — | | | | — | | | | 15,600 | | | | — | | | | — | | | | — | | | | — | |
Proceeds from sale of investment securities | | | — | | | | — | | | | — | | | | — | | | | 44,188 | | | | — | | | | — | | | | 44,188 | |
Change in restricted cash | | | — | | | | — | | | | (15,499 | ) | | | (15,499 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (1,946,422 | ) | | | — | | | | (5,634 | ) | | | (1,952,056 | ) | | | (2,291,516 | ) | | | — | | | | 1,041 | | | | (2,290,475 | ) |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from mortgage notes payable | | | 718,275 | | | | — | | | | — | | | | 718,275 | | | | 6,924 | | | | — | | | | — | | | | 6,924 | |
Payments on mortgage notes payable | | | (876,874 | ) | | | — | | | | — | | | | (876,874 | ) | | | — | | | | — | | | | — | | | | — | |
Payments on other debt | | | (7,524 | ) | | | — | | | | — | | | | (7,524 | ) | | | — | | | | — | | | | — | | | | — | |
Proceeds from credit facilities | | | 3,246,000 | | | | — | | | | — | | | | 3,246,000 | | | | 825,000 | | | | — | | | | — | | | | 825,000 | |
Payments on credit facilities | | | (4,628,800 | ) | | | — | | | | — | | | | (4,628,800 | ) | | | (349,604 | ) | | | — | | | | — | | | | (349,604 | ) |
Proceeds from corporate bonds | | | 2,545,760 | | | | — | | | | — | | | | 2,545,760 | | | | — | | | | — | | | | — | | | | — | |
Payments of deferred financing costs | | | (80,515 | ) | | | — | | | | (3,650 | ) | | | (84,165 | ) | | | (40,488 | ) | | | — | | | | (973 | ) | | | (41,461 | ) |
Common stock repurchases | | | — | | | | — | | | | — | | | | — | | | | (350,396 | ) | | | — | | | | — | | | | (350,396 | ) |
Proceeds from issuances of preferred shares | | | — | | | | — | | | | — | | | | — | | | | 445,000 | | | | — | | | | — | | | | 445,000 | |
Proceeds from issuances of common stock, net offering costs | | | 1,595,735 | | | | — | | | | (2,273 | ) | | | 1,593,462 | | | | 1,810,116 | | | | — | | | | (74 | ) | | | 1,810,042 | |
Consideration to Former Manager for internalization | | | — | | | | — | | | | — | | | | — | | | | (3,035 | ) | | | — | | | | 3,035 | | | | — | |
Contributions from non-controlling interest holders | | | 1,043 | | | | — | | | | (61 | ) | | | 982 | | | | 29,758 | | | | — | | | | — | | | | 29,758 | |
Distributions to non-controlling interest holders | | | (16,418 | ) | | | — | | | | 587 | | | | (15,831 | ) | | | (3,111 | ) | | | — | | | | — | | | | (3,111 | ) |
Distributions paid | | | (427,541 | ) | | | — | | | | (77 | ) | | | (427,618 | ) | | | (90,740 | ) | | | — | | | | — | | | | (90,740 | ) |
Change in restricted cash | | | (15,539 | ) | | | — | | | | 15,539 | | | | — | | | | (844 | ) | | | — | | | | — | | | | (844 | ) |
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Net cash provided by financing activities | | | 2,053,602 | | | | — | | | | 10,065 | | | | 2,063,667 | | | | 2,278,580 | | | | — | | | | 1,988 | | | | 2,280,568 | |
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Net change in cash and cash equivalents | | | 140,965 | | | | — | | | | 1,839 | | | | 142,804 | | | | (20,113 | ) | | | — | | | | (14 | ) | | | (20,127 | ) |
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Cash and cash equivalents, beginning of period | | | 52,725 | | | | — | | | | — | | | | 52,725 | | | | 292,575 | | | | | | | | 292,575 | |
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Cash and cash equivalents, end of period | | $ | 193,690 | | | $ | — | | | $ | 1,839 | | | $ | 195,529 | | | $ | 272,462 | | | $ | — | | | $ | (14 | ) | | $ | 272,448 | |
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-1 | This line item caption has been added and is included in the accompanying consolidated statements of cash flows for the period ended June 30, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |