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1
Investor Review
Q3 2017
Exhibit 99.1
2
About the Data
INVESTOR REVIEW
This data and other information described herein are as of and for the three months ended September 30, 2017, unless otherwise
indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and
uncertainties. This information should be read in conjunction with the financial statements and the Management's Discussion and
Analysis of Financial Condition and Results of Operations sections contained in VEREIT, Inc.'s (the "Company", "VEREIT", "us", "our"
and "we") Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the three
months ended September 30, 2017. Effective January 1, 2017, the Company determined certain non-GAAP measures and
operating metrics, which include portfolio metrics, should exclude the impact of properties owned by the Company for the month
beginning with the date that (i) the related mortgage loan is in default, and (ii) management decides to transfer the properties to
the lender in connection with settling the mortgage note obligation and ending with the disposition date, to better reflect the
ongoing operations of the Company. The Company did not update data presented for periods prior to March 31, 2017, and the
three months then ended, as the impact on non-GAAP measures, including AFFO and Normalized EBITDA, and operating metrics
was immaterial. See the definitions section for a description of the Excluded Properties.
Tenants, Trademarks and Logos
VEREIT is not affiliated with, is not endorsed by, does not endorse and is not sponsored by or a sponsor of the products or services
pictured or mentioned. The names, logos and all related product and service names, design marks and slogans are the trademarks
or service marks of their respective companies.
All data is as of September 30, 2017 and based on Annualized Rental Income (“ARI”), unless otherwise noted.
For definitions and reconciliations of the Company's non-GAAP measures and operating metrics, please view the Definitions &
Reconciliations section of this presentation.
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
3
Forward-Looking Statements
INVESTOR REVIEW
Information set forth herein (including information included or incorporated by reference herein) contains “forward-looking
statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended), which reflect VEREIT’s expectations regarding future events and VEREIT's future financial
condition, results of operations and business. The forward-looking statements involve a number of assumptions, risks,
uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking
statements. Generally, the words “expects,” “anticipates,”“assumes,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” variations of such words and similar expressions identify forward-looking statements. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of
which are beyond VEREIT’s control. If a change occurs, VEREIT’s business, financial condition, liquidity and results of operations
may vary materially from those expressed in the forward-looking statements.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:
VEREIT’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts; the
developments disclosed herein; VEREIT’s ability to execute on and realize success from its business plan; VEREIT’s ability to meet
its updated 2017 guidance; the unpredictability of the business plans and financial condition of VEREIT’s tenants; the impact of
impairment charges in respect of certain of VEREIT’s properties or other assets; risks associated with pending government
investigations and litigations related to VEREIT's previously disclosed audit committee investigation; the inability of Cole Capital
to regain its prior level of capital raise; the ability to retain or hire key personnel; and continuation or deterioration of current
market conditions. Additional factors that may affect future results are contained in VEREIT’s filings with the U.S. Securities and
Exchange Commission (the “SEC”), which are available at the SEC’s website at www.sec.gov. VEREIT disclaims any obligation to
publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors,
new information, future events or otherwise, except as required by law.
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
4
Contents
INVESTOR REVIEW
Company Overview 5
Portfolio Metrics & Analysis 11
Key Financial Highlights 23
Highlights & Guidance 27
Contact Information 30
Definitions & Reconciliations 31
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
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Company Overview
Q3 2017
6
VEREIT focuses on net-lease real estate
• Property types focused on single-tenant retail,
restaurant, office and industrial
• Large, diversified platform including approximately
4,100 properties and 92 million square feet
• Long-term net-lease structure provides stable and
predictable rent stream payments
• Diverse portfolio across sectors, geographies and
tenants
• Capital provider for corporate America
• Manages $7.8 billion of gross real estate assets on
behalf of the Cole Capital® non-listed REITs
VEREIT is a full-service real estate operating company with investment
management capability
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
COMPANY OVERVIEW
Company Snapshot
$14.7 billion
Book Value of Total Assets
Retail1
2,117 Properties
Industrial &
Distribution1
146 Properties
Restaurants1
1,732 Properties
Office1
89 Properties
1) Omits one Excluded Property, and 9 properties that consist of billboards, land and parking lots.
7
VEREIT Is a Full-Service
Real Estate Operating Company
COMPANY OVERVIEW
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
8
VEREIT has established best-in-class corporate governance through the
reconstitution of its Board of Directors and implementing significant improvements
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
COMPANY OVERVIEW
Corporate Governance
Board of Directors Corporate Governance
• Opted-out of Maryland anti-takeover statutes
• Majority voting for uncontested director elections
• Stockholder rights plan limits
• Proxy access
• Clawback policy for the potential recoupment of officer
compensation
• 2015 Form 10-K filed with clean audit opinion and
remediation of all material weaknesses and 2016 Form 10-K
filed with clean audit opinion
• Hugh R. Frater - Non-Executive Chairman
◦ Former Chairman and CEO, Berkadia
• Glenn J. Rufrano - Director
◦ Chief Executive Officer, VEREIT, Inc.
• David B. Henry - Independent Director
◦ Former Vice Chairman and CEO, Kimco Realty Corporation
• Mary Hogan Preusse - Independent Director
◦ Former Managing Director and Co-Head of Americas Real
Estate APG Asset Management US
• Richard J. Lieb - Independent Director
◦ Managing Director and Chairman of Real Estate Greenhill
&Co., LLC
• Mark S. Ordan - Independent Director
◦ Chief Executive Officer, Quality Care Properties
• Eugene A. Pinover - Independent Director
◦ Partner and Chair of Real Estate Practice, DLA Piper
• Julie G. Richardson - Independent Director
◦ Former Partner and Managing Director, Providence Equity
9
VEREIT Has a Best-in-Class Management Team
Glenn J. Rufrano
Chief Executive Officer
• Since assuming role of CEO on April 1, 2015, has reconstituted Board of
Directors, formalized new management team and implemented
business plan to guide the Company’s strategy
• Prior to VEREIT, was Chairman and CEO of O’Connor Capital Partners, a
real estate investment firm he co-founded in 1983
• From 2010 to 2013 was President and CEO of Cushman & Wakefield
• Previously held executive leadership roles at Centro Properties Group
and New Plan Excel Realty Trust
• Serves on Board of Ventas and previously served on Boards of General
Growth Properties and Trizec Properties
• Oversees the Company’s legal and regulatory affairs
• Prior to joining VEREIT, served as EVP, General Counsel and the Chief
Compliance Officer for Revlon, the global cosmetics company, where she was
responsible for legal and regulatory affairs, served on senior operating
committee and oversaw corporate governance
• Previously served as SVP - Law for MacAndrews & Forbes, Inc., Assistant United
States Attorney for the Southern District of New York, and as an associate with
Stillman & Friedman P.C. and Fried, Frank, Harris, Shriver & Jacobson LLP
• Law degree from Columbia Law School and undergraduate degree from the
Wharton School, University of Pennsylvania
• Oversees the accounting, external reporting, financial planning & analysis,
treasury and IT functions at VEREIT, including support for both VEREIT and
the Cole REITs.
• Prior to joining VEREIT, served as EVP and CFO of Cushman & Wakefield
from 2012 to 2015
• Prior to Cushman, was CFO for EXOR, Inc., a leading European investment
company from 1991 to 2012, where he was involved in over 15 U.S.
acquisitions and divestitures ranging in size from $20mm to $700+mm
• Served on Board of Directors of Cushman & Wakefield
• Responsible for VEREIT’s asset management, property
management, construction management, underwriting, credit
analysis and leasing
• Also serves on VEREIT investment committee, which reviews each
asset to ensure alignment with the Company’s objectives
• Previously was founder of CapLease (NYSE:LSE), a net-lease REIT,
where he served as CEO from 2001-2014 and Chairman from
2007-2014
• Provides strategic direction and oversees all aspects of
management including external and internal sales, product
development and due diligence, broker-dealer relationship
management, securities operations and capital markets
• Prior to joining Cole, served as SVP and Director of National
Accounts for American Funds, where he was responsible for leading
business development, strategy and relationship management with
broker-dealers, as well as the global banking channel in the U.S.
• Oversees VEREIT’s real estate transaction activities for single-tenant
retail, office and industrial and anchored shopping centers
including acquisitions, sale-leaseback transactions, build-to-suits
and dispositions
• Previously served as President and CEO of Opus West Corporation
from 1993 to 2009, where he was responsible for design,
construction and development of more than 50 million square feet
of commercial real estate
• Served as VP, Real Estate Development for Koll Company prior to
Opus West
Michael J. Bartolotta
Executive Vice President and Chief Financial Officer
Lauren Goldberg
Executive Vice President, General Counsel and Secretary
Paul McDowell
Executive Vice President and Chief Operating Officer
Thomas W. Roberts
Executive Vice President and Chief Investment Officer
Bill Miller
Executive Vice President, Investment Management;
President and CEO of Cole Capital
COMPANY OVERVIEW
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
10 www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
þ April 2015 – Glenn Rufrano began as CEO
þ June 2015 – Appointed Deloitte & Touche LLP as VEREIT’s
independent registered public accountant
þ July 2015 – Changed name to VEREIT, Inc., moved to the NYSE
and began trading under the ticker VER
þ August 2015 – Board of Directors adopted several shareholder-
friendly Corporate Governance enhancements
þ August 2015 - Introduced Business Plan: A Foundation for
Growth
þ 2015 – Completed $1.4 billion of dispositions; Achieved $0.84
AFFO per diluted share; Reduced debt by $2.4 billion including
secured and unsecured debt; Created $1.8 billion of capacity on
revolving line of credit; Reduced Net Debt to Normalized
EBITDA from 7.5x to 7.0x
þ February 2016 – Announced that VEREIT remediated all material
weaknesses that existed as of December 31, 2014
þ May 2016 – Announced issuance of $1 billion of senior notes
and $300 million term loan, allowing the Company to later
refinance $1.3 billion of bonds coming due in February 2017,
staggering the debt repayment and improving the maturity
schedule
þ August 2016 – Completed offering of 69 million shares of
common stock; Upon closing, announced net proceeds from
the offering to be approximately $702.5 million
þ November 2016 – Received an investment grade rating of 'BBB-'
with a Stable outlook from Fitch Ratings
þ 2016 – Completed $1.14 billion of dispositions; Achieved $0.78
AFFO per diluted share; Reduced debt by $1.7 billion including
secured and unsecured debt; Created $2.3 billion of capacity
on revolving line of credit; Reduced Net Debt to Normalized
EBITDA from 7.0x to 5.7x
þ January 2017 – Announced Cole Capital® raised $487.2 million
of new capital during 2016, an increase of approximately 80%
over 2015
þ February 2017 – Announced substantial completion of the core
components of the 2015 business plan and, in certain areas,
exceeded expectations; Timely filing of VEREIT's Annual Report
on Form 10-K
þ April 2017 – Moody's and S&P upgraded the Company to
investment grade1
þ May 2017 – Announced $200 million share repurchase
program
þ August 2017 – Announced issuance of $600 million of senior
notes with a term of 10 years
COMPANY OVERVIEW
Key Accomplishments
1) S&P had previously rated the Company's bonds investment grade.
Since April 2015, VEREIT successfully implemented its business plan, enhanced its
portfolio, de-levered its balance sheet and achieved investment-grade ratings
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Portfolio Metrics & Analysis
Q3 2017
12
Key Portfolio Metrics
PORTFOLIO
As of 9/30/2017
Operating Properties 4,093
Total square feet (in millions) 92.2
Annualized Rental Income $1.1 Billion
Economic Occupancy Rate 99.0%
WALT (years) 9.5
Investment Grade 1 40.1%
Number of tenants 651
Number of industries 43
Number of states 2 49
Top 10 tenant concentration 28.8%
Gross Real Estate Investments $14.7 Billion
1) Investment-grade tenants are those with an S&P credit rating of BBB- or higher or a Moody's credit rating of Baa3 or higher. The ratings may reflect those assigned by S&P or Moody's to the lease
guarantor or the parent company, as applicable. 2) The Company’s properties are also located in Puerto Rico (3 properties) and Canada (1 property). 3) Restaurant category includes Casual Dining (14.3%)
and Quick Service (8.8%).
Retail: 40.6%
Restaurant: 22.9%
Industrial and
Distribution: 16.2%
Office: 20.3%
Portfolio Property Type
Lease Expiration (Annualized Rental Income Expiring as a % of Total Portfolio)
20
17
20
18
20
19
20
20
20
21
20
22
20
23
20
24
20
25
20
26
0.4%
2.6%
4.6%
3.7%
7.3% 7.1% 6.5%
9.2%
5.6%
7.4%
3
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
13
Geographically Diverse Portfolio
PORTFOLIO
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
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Portfolio Diversification by Tenant
PORTFOLIO
1) Bold indicates investment grade. Ratings may reflect those of the
tenant, guarantor or a related parent company.
Tenant Group % ARI Public /Private Ratings1
Red Lobster 6.8% Private B-
Walgreens 3.3% Public BBB
Family Dollar 3.2% Public BB+
Dollar General 3.0% Public BBB
CVS 2.7% Public BBB+
FedEx 2.7% Public BBB
Albertson's 2.1% Private B+
BJ's Wholesale Club 1.7% Private B-
Citizens Bank 1.7% Public A-
Petsmart 1.6% Private B
L.A. Fitness 1.5% Private B+
Goodyear 1.5% Public BB
Tractor Supply 1.4% Public NR
Amazon 1.2% Public AA-
Advance Auto Parts 1.1% Public BBB-
Home Depot 1.0% Public A
Lowe's 1.0% Public A-
General Service
Administration 1.0% Private AA+
Merrill Lynch 1.0% Private A+
AON 1.0% Public A-
Rite Aid 0.9% Public B
Bloomin' Brands 0.8% Public BB
Best Buy 0.8% Public BBB-
Bass Pro Shops
(Cabela's)
0.8% Private B+
Northrop Grumman 0.8% Public BBB+
Tenant Group % ARI Public /Private Ratings1
Academy Sports 0.8% Private CCC+
Sun Trust Bank 0.8% Public A-
Wal-Mart 0.7% Public AA
Border Holdings, LLC 0.7% Private NR
Stripes 0.7% Private NR
Winn-Dixie 0.7% Private NR
Healthnow 0.7% Private BBB
Apple American Group, LLC 0.7% Private NR
Talbots 0.6% Private B-
GMRI, Inc 0.6% Public BBB
Wendab Associates 0.6% Private NR
Kohl's 0.6% Public BBB-
Golden Corral 0.6% Private NR
RSA Security 0.6% Private BB+
Rubbermaid 0.6% Public BBB-
General Mills 0.6% Public BBB+
TJ Maxx 0.6% Public A+
Hanesbrands 0.5% Public BB
Exelis 0.5% Public BBB-
Rolls-Royce 0.5% Public NR
ConAgra Foods 0.5% Public BBB
Cigna 0.5% Public A
Mattress Firm 0.5% Private NR
DaVita Dialysis 0.5% Public BB
Bed Bath & Beyond 0.5% Public BBB+
• VEREIT owns and actively manages a
diversified credit portfolio of net-lease real
estate assets primarily comprised of
single-tenant properties
• 50 tenants individually represent 0.5% or
greater of ARI, comprising 60.1% of the
total portfolio. The remaining 601 tenants
comprise 39.9% of the portfolio
• 26 of the 50 tenants are investment-grade
rated
• 31 of the 50 tenants are public companies
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
15
Property Type Analysis: Retail
1) Includes 10 anchored shopping centers, representing 1.7% of ARI. 2) Occupancy costs are calculated as rent per the lease terms, divided by property level sales for the year ended December 31, 2015. Property
level sales data was collected for 67.9% of retail and restaurant properties required to provide sales reports, representing 40.0% of retail and restaurant properties owned for the entirety of the previous calendar
year (percentages based on property count). Property level sales are based on sales reports provided by tenants of retail and restaurant properties. Data presented is for properties owned by the Company and
for which the Company received sales data for the entirety of the previous calendar year.
Retail Portfolio 1
Operating Properties 2,117
Rentable Square Feet 32,941
Economic Occupancy Rate 99.4%
Weighted Average Remaining Lease
Term 9.5
Investment-Grade Tenants 45.6%
Flat leases 34.3%
NNN leases 67.3%
Annualized Rental Income 40.6%
• Primarily single-tenant, freestanding retail properties with creditworthy tenants
• Main retail traffic thoroughfare
• Strong trade area demographics
• Top 5 MSAs (13.7%): Chicago, IL; Dallas, TX; Atlanta, GA; Detroit, MI; Austin, TX
Walgreens
Family Dollar
Dollar General
CVS
Albertson's
Citizens Bank
L.A. Fitness
Tractor Supply
BJ's Wholesale Club
Advance Auto Parts
8.2%
8.0%
7.5%
6.0%
5.1%
4.2%
3.8%
3.5%
3.4%
2.6%
PORTFOLIO
Industry
2015
Occupancy
Cost 2
Target %
Discount 6.8% 6.0 - 8.0%
Grocery & Supermarket 2.7% 2.0 - 4.0%
Home & Garden 2.1% 2.0 - 4.0%
Motor Vehicle 8.6% 8.0 - 10.0%
Pharmacy 5.3% 4.0 - 6.0%
Other 3.9% N/A
Tenant Diversification
(% based on ARI of retail properties)
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
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Property Type Analysis: Retail
PORTFOLIO
Size, Diversity and Single Tenant Focus Protects Against Disruptors
VEREIT's strategy of well-positioned single tenant properties in a diversified portfolio - made
optimum by our size - helps protect against a variety of cyclical and secular disruptors. In today's
retail environment, one of the key disruptors is the evolution of e-commerce. Retailers who
embrace e-commerce and have the resources to implement omnichannel distribution are
proving successful. Fundamentals of retail should not be forgotten. Those who continue to
provide true retail value - merchandise, price and service - will also thrive.
The core retail merchandise groups within our portfolio are dominated by discount; pharmacy;
grocery; home and garden and convenience. A full listing is provided herein. Within each
category, our focus is to create a portfolio that can both service omnichannel distribution while
always considering the consumer experience. Combined, 91% of our retail and restaurant tenant
base is service and/or retail merchandise categories with lower online disruption.
Ultimate credit protection is a function of multi-layer diversification. The prior pages present
information such as geographies, weighted average lease term and tenant margin analysis. The
following breakdown provides a deeper look into the retail tenant diversification of the VEREIT
portfolio by merchandise category.
VEREIT's Single-Tenant Retail Advantages
• Dominated by off-price and necessity shopping; only 0.2% of income is derived from Apparel &
Jewelry, far less than other retail formats
• Approximately 65% of retail revenue derived from public companies
• Credit tenants on long-term leases with substantial capital investment (45.6% investment grade)
• Generally, no use restrictions or co-tenancy issues
• Ability to target desired tenants and industries
Diversified Retail Portfolio
Industry Group % ARI
Retail - Discount 7.5%
Retail - Pharmacy 6.7%
Retail - Grocery & Supermarket 4.5%
Retail - Home & Garden 3.2%
Finance 3.1%
Retail - Gas & Convenience 2.6%
Retail - Motor Vehicle 2.2%
Retail - Sporting Goods 2.0%
Entertainment & Recreation 1.6%
Retail - Warehouse Clubs 1.6%
Retail - Medical Services 1.0%
Retail - Pet Supply 0.9%
Retail - Department Stores 0.7%
Retail - Home Furnishings 0.6%
Retail - Electronics & Appliances 0.5%
Rental 0.5%
Retail - Specialty (Other) 0.4%
Retail - Hobby, Books & Music 0.3%
Retail - Apparel & Jewelry 0.2%
All Other 1 0.5%
Total 40.6%
1) Includes 11 industries that each represent 0.2% or less.
ARI reflects retail properties only and does not include restaurants, office and industrial
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
17
Property Type Analysis: Retail
Category by Percent of Portfolio ARI
PORTFOLIO
Retail - Discount
Tenant % ARI
Investment
Grade
Family Dollar 3.2%
Dollar General 3.0% ü
Wal-Mart 0.7% ü
Dollar Tree 0.2%
Ross 0.1% ü
TJ Maxx 0.1% ü
Cost Plus <0.1% ü
Gabe's <0.1%
Big Lots <0.1% ü
Five Below <0.1%
Savers <0.1%
Marshall's <0.1% ü
Shopko
Hometown
<0.1%
Total 7.5%
Retail - Pharmacy
Tenant % ARI InvestmentGrade
Walgreens 3.3% ü
CVS 2.4% ü
Rite Aid 0.9%
Total 6.7%
Retail - Grocery & Supermarket
Tenant % ARI
Investment
Grade
Albertson's 2.1%
Kroger 0.4% ü
Giant Eagle 0.2%
Harps Grocery 0.2%
Dahl's 0.2%
Natural Grocers 0.1%
Koninklijke
Ahold 0.1%
ü
Bi-Lo's Grocery 0.1%
Publix 0.1%
Stop & Shop 0.1% ü
Whole Foods 0.1% ü
Trader Joe's 0.1%
Food Lion 0.1% ü
Dominick's 0.1%
Family Fare
Supermarket 0.1%
Sprouts 0.1%
Fresh Thyme
Farmers Market 0.1%
Glen's Market <0.1%
Price Rite <0.1%
The Fresh
Market <0.1%
Hy-Vee <0.1%
Harris Teeter <0.1% ü
Food 4 Less <0.1% ü
Apple Market <0.1%
Safeway Stores <0.1%
Total 4.5%
Retail - Home & Garden
Tenant % ARI
Investment
Grade
Tractor Supply 1.4%
Lowe's 1.0% ü
Home Depot 0.4% ü
Bed Bath &
Beyond 0.1%
ü
Garden Ridge 0.1%
Floor & Décor 0.1%
Pier 1 Imports <0.1%
Sherwin-
Williams <0.1%
ü
Northern Tool &
Equipment <0.1%
Lumber
Liquidators <0.1%
Leslie's Pool &
Spa <0.1%
Total 3.2%
Finance
Tenant % ARI
Investment
Grade
Citizens Bank 1.7% ü
Sun Trust Bank 0.7% ü
US Bank 0.2% ü
PLS Check Cashers 0.2%
Sovereign Bank <0.1% ü
Bank of America <0.1% ü
Synovus Bank <0.1%
PNC Bank <0.1% ü
Community Bank <0.1%
Fifth Third Bank <0.1% ü
First Bank <0.1%
Huntington
National Bank <0.1%
ü
Region's Bank <0.1% ü
Key Bank <0.1% ü
Travis Credit
Union <0.1%
TCF National Bank <0.1% ü
Wells Fargo <0.1% ü
Scottrade <0.1%
TitleMax of
Georgia, Inc. <0.1%
Cashland <0.1%
Edward Jones <0.1%
Chase Bank <0.1% ü
Accomplishments
Through People <0.1%
Total 3.1%
NOTE: Amounts may not total due to rounding.
ARI reflects retail properties only and does not include restaurants, office and industrial
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
18
Property Type Analysis: Retail
Category by Percent of Portfolio ARI
PORTFOLIO
Retail - Convenience
Tenant % ARI
Investment
Grade
Stripes 0.7%
Thorntons Oil 0.4%
Kum & Go 0.4%
Pantry Gas &
Convenience 0.3%
RaceTrac 0.2%
SuperAmerica 0.1%
Irving Oil 0.1%
Pilot Flying J 0.1%
Circle K 0.1% ü
WaWa 0.1%
7-Eleven <0.1% ü
Susser Road
Ranger <0.1%
Sunoco <0.1% ü
MotoMart <0.1%
GetGo <0.1%
Total 2.6%
Retail - Motor Vehicle
Tenant % ARI
Investment
Grade
Advance Auto
Parts 1.1%
ü
CarMax 0.3%
Lube Stop 0.1%
AutoZone 0.1% ü
O'Reilly Auto
Parts 0.1%
ü
Mister Car Wash 0.1%
Americas's
PowerSports,
Inc. 0.1%
Goodyear 0.1%
Take 5 Oil
Change 0.1%
Tire Kingdom <0.1%
Monro Muffler <0.1%
NTW / Big O
Tires <0.1%
National Tire &
Battery <0.1%
ü
Bridgestone
Tire <0.1%
Tires Plus <0.1%
Jiffy Lube <0.1%
Big O Tires <0.1% ü
Total 2.2%
Retail - Warehouse Clubs
Tenant % ARI
Investment
Grade
BJ's Wholesale
Club 1.4%
Sam's Club 0.3% ü
Total 1.6%
Entertainment & Recreation
Tenant % ARI
Investment
Grade
L.A. Fitness 1.5%
24 Hour Fitness 0.1%
Anytime Fitness <0.1%
Total 1.6%
Retail - Sporting Goods
Tenant % ARI
Investment
Grade
Bass Pro Shops
(Cabela's) 0.8%
Academy
Sports 0.8%
Dick's Sporting
Goods 0.2%
West Marine 0.2%
iFit Golf <0.1%
Total 2.0%
Retail - Medical Services
Tenant % ARI
Investment
Grade
Fresenius
Medical Care 0.5%
ü
DaVita Dialysis 0.3%
Physicians
Immediate Care 0.1%
St. Luke's
Urgent Care <0.1%
Physicians
Dialysis <0.1%
Lenscrafters <0.1%
Dental Dream <0.1%
Aspen Dental <0.1%
Smile Brands of
Tennessee <0.1%
Accelerated
Rehab <0.1%
Cascade
Chiropractic <0.1%
Advanced
Dental Implant
and Denture
Center, LLC <0.1%
Dr. Elie El-Hage,
D.D.S <0.1%
Artis Senior
Living - Stearns <0.1%
Total 1.0%
Retail - Pet Supply
Tenant % ARI
Investment
Grade
Petsmart 0.8%
Petco 0.1%
Total 0.9%
NOTE: Amounts may not total due to rounding.
ARI reflects retail properties only and does not include restaurants, office and industrial
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
19
Property Type Analysis: Retail
Category by Percent of Portfolio ARI
PORTFOLIO
Rental
Tenant % ARI
Investment
Grade
Aaron Rents 0.4%
Vanguard Car
Rental 0.1% ü
Sunbelt Rentals <0.1%
Total 0.5%
Retail - Specialty (Other)
Tenant % ARI
Investment
Grade
Ulta Salon 0.1%
Toys R Us 0.1%
Coborn's Liquor
Store <0.1%
Babies R Us <0.1%
Ca$h Wi$e <0.1%
BevMo! <0.1%
The Vitamin
Shoppe <0.1%
GNC <0.1%
Sally Beauty
Supply <0.1%
Austin Custom
Winery <0.1%
Tinder Box <0.1%
Cigarettes
Cheaper <0.1%
Total 0.4%
Retail - Hobby, Books & Music
Tenant % ARI
Investment
Grade
Hobby Lobby 0.3%
Michael's <0.1%
Jo-Ann's <0.1%
Music & Arts
Center <0.1%
GameStop <0.1%
Total 0.3%
Retail - Apparel & Jewelry
Tenant % ARI
Investment
Grade
DSW 0.1%
Bob's Stores 0.1%
Charming
Charlie <0.1%
Shoe Carnival <0.1%
Justice <0.1%
Catherines <0.1%
Maurice's <0.1%
Men's
Wearhouse <0.1%
Total 0.2%
Other Services
Tenant % ARI
Investment
Grade
Massage Envy <0.1%
Weight
Watchers <0.1%
4th Street
Laundromat <0.1%
Fantastic Sam's <0.1%
Tic Tac Nails <0.1%
Great Nails <0.1%
Nail Paradise <0.1%
Passion's Nail
and Spa <0.1%
MM's Nails <0.1%
Le Nails <0.1%
BP Nails <0.1%
Cuts By Us <0.1%
Cool Cuts 4
Kids <0.1%
Nail Care Salon <0.1%
All Cleaners <0.1%
Supercuts <0.1%
Total 0.2%
Retail - Department Stores
Tenant % ARI
Investment
Grade
Kohl's 0.6% ü
Beall's 0.1%
Total 0.7%
NOTE: Amounts may not total due to rounding.
ARI reflects retail properties only and does not include restaurants, office and industrial
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
Retail - Electronics & Appliances
Tenant % ARI
Investment
Grade
Best Buy 0.5% ü
CompUSA <0.1%
Conn's <0.1%
Total 0.5%
Retail - Home Furnishings
Tenant % ARI
Investment
Grade
Mattress Firm 0.5%
At Home 0.1%
Ashley
Furniture <0.1%
Sleep Train <0.1%
Kirklands <0.1%
Sleep America <0.1%
Total 0.6%
20
Property Type Analysis: Restaurants
1) Includes Casual Dining (14.3%) and Quick Service (8.8%). 2) Occupancy costs are calculated as rent per the lease terms, divided by property level sales for the year ended December 31, 2015. Property level
sales data was collected for 67.9% of retail and restaurant properties required to provide sales reports, representing 40.0% of retail and restaurant properties owned for the entirety of the previous calendar year
(percentages based on property count). Property level sales are based on sales reports provided by tenants of retail and restaurant properties. Data presented is for properties owned by the Company and for
which the Company received sales data for the entirety of the previous calendar year.
Restaurant Portfolio
Operating Properties 1,732
Rentable Square Feet 8,328
Economic Occupancy Rate 95.3%
Weighted Average Remaining Lease
Term 13.2
Investment-Grade Tenants 2.8%
Flat leases 7.4%
NNN leases 99.4%
Annualized Rental Income 22.9%
• Single-tenant quick service, casual and family dining properties
• Creditworthy tenants, including franchisors, operating strong national and regional brands
• Main retail traffic thoroughfare
• Strong trade area demographics
• Top 5 MSAs (13.3%): Atlanta, GA; Dallas, TX; Chicago, IL; Tampa, FL; Detroit, MI
• According to Nation's Restaurant News - which publishes the top industry brands based on
system-wide sales - 86% of our casual dining tenants and 78% of our quick service restaurants
are ranked in the top 25 of their respective category.
Red Lobster
Bloomin' Brands
Border Holdings, LLC
Apple American Group, LLC
GMRI, Inc
Wendab Associates
Golden Corral
Neighborhood Restaurant
Partners Florida, LLC
Cracker Barrel
DineEquity Inc.
29.7%
3.5%
3.2%
2.9%
2.8%
2.8%
2.7%
2.2%
2.0%
2.0%
PORTFOLIO
Industry1
2015
Occupancy
Cost 2
Target %
Casual Dining 6.5% 6.75 - 8.0%
Quick Service 7.3% 7.5 - 8.5%
Tenant Diversification
(% based on ARI of restaurant properties)
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21
Property Type Analysis: Industrial & Distribution
Industrial & Distribution Portfolio
Operating Properties 146
Rentable Square Feet 37,649
Economic Occupancy Rate 100.0%
Weighted Average Remaining Lease Term 8.3
Investment-Grade Tenants 55.3%
Flat leases 23.0%
NNN leases 53.2%
Annualized Rental Income 16.2%
• Property types include single-tenant distribution and warehouse facilities with
creditworthy tenants
• Essential and strategic locations with 87% dedicated to distribution or
warehousing
• Close proximity to ports railways, major freeways and/or interstate highways
• Top 5 MSAs (23.9%): Jacksonville, FL; New York, NY; Philadelphia, PA; Columbia,
SC; Stockton, CA
FedEx
Goodyear
Amazon
Winn-Dixie
Rubbermaid
General Mills
Hanesbrands
TJ Maxx
Tiffany & Co.
Nestle Holdings
16.6%
8.5%
7.7%
4.4%
3.7%
3.6%
3.3%
3.1%
3.0%
2.9%
PORTFOLIO
Tenant Diversification
(% based on ARI of industrial & distribution properties)
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22
Property Type Analysis: Office
Office Portfolio
Operating Properties 89
Rentable Square Feet 13,310
Economic Occupancy Rate 97.4%
Weighted Average Remaining Lease Term 6.2
Investment-Grade Tenants 59.0%
Flat leases 10.0%
NNN leases 21.6%
Annualized Rental Income 20.3%
• Property types include single-tenant corporate headquarters and
business operations with creditworthy tenants
• Strategic location with 33% serving as corporate headquarters and 67%
focused on corporate operations
• Strong 10-mile demographics and local business environment
• Top 5 MSAs (35.6%): Chicago, IL; Dallas, TX; Boston, MA; Washington, DC;
New York, NY
General Service Administration
Merrill Lynch
AON
Northrop Grumman
Petsmart
Healthnow
RSA Security
Exelis
Rolls-Royce
Cigna
4.9%
4.8%
4.7%
4.0%
3.8%
3.4%
3.0%
2.6%
2.6%
2.6%
PORTFOLIO
Tenant Diversification (% based on ARI of office properties)
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Key Financial Highlights
Q3 2017
24
Enhanced Balance Sheet and Credit Metrics
Credit Metric Summary 9/30/17
Adjusted Debt Outstanding ($bn) 5.9
Net Debt to Normalized EBITDA Annualized 5.51x
Fixed Charge Coverage Ratio 3.08x
Interest Coverage Ratio 4.06x
Net Debt Leverage Ratio 38.4%
Unencumbered Asset Ratio 72.2%
Secured Debt Ratio 13.6%
Total Unencumbered Assets ($bn) 11.1
KEY FINANCIALS
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
25
54.3%
13.6%
18.6%
7.0%
6.5%
Capital Structure Overview
KEY FINANCIALSShares and dollars in thousands, expect per share values
Q3-2017 Capitalization Capitalization Table
Wtd. Avg.
Maturity
(Years) Rate (1)
September 30,
2017
Diluted Shares and Units Outstanding 1,000,634
Stock Price $ 8.29
Implied Equity Market Capitalization $ 8,295,256
Series F Perpetual Preferred (2) 6.70% $ 1,070,853
Mortgage notes payable (3) 4.5 4.87% $ 2,072,725
Secured Term Loan 0.2 5.81% 13,714
Total Secured Debt 4.4 4.88% $ 2,086,439
2018 Convertible Notes 0.8 3.00% 597,500
2019 Corporate Bonds 1.4 3.00% 750,000
2020 Convertible Notes 3.2 3.75% 402,500
2021 Corporate Bonds 3.7 4.13% 400,000
2024 Corporate Bonds 6.4 4.60% 500,000
2026 Corporate Bonds 8.7 4.88% 600,000
2027 Corporate Bonds(4) 9.9 3.95% 600,000
Total Unsecured Debt 4.8 3.84% $ 3,850,000
Total Adjusted Debt Outstanding 4.7 4.21% $ 5,936,439
Total Capitalization $ 15,302,548
Less: Cash and Cash Equivalents 54,363
Enterprise Value $ 15,248,185
Net Debt / Enterprise Value 38.6%
Net Debt / Normalized EBITDA Annualized 5.51x
Net Debt + Preferred / Normalized EBITDA Annualized 6.51x
Fixed Charge Coverage 3.08x
Liquidity (5) $ 2,354,363
1) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of September 30, 2017. 2)
Balance represents 42.8 million shares outstanding at September 30, 2017 multiplied by the liquidation preference of $25 per
share. 3) Omits one mortgage note payable secured by an Excluded Property with Debt Outstanding of $16.2 million and an
interest rate of 9.48%. 4) On August 11, 2017, the Company closed a senior note offering and subsequently used a portion of
the proceeds from the offering to repay borrowings under the credit facility's $500.0 million term loan facility (the "Credit
Facility Term Loan"). 5) Liquidity represents cash and cash equivalents of $54.4 million and $2.3 billion available capacity on
our revolving credit facility.
9/30/17
Common Equity 54.3%
Corporate Bonds 18.6%
Secured Debt 13.6%
Preferred Equity 7.0%
Convertible Notes 6.5%
Fixed Rate 98.4%
Swapped to Fixed Rate 1.3%
Variable Rate 0.3%
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26
Mortgage notes payable (1) Unsecured credit facility (2) Corporate bonds Convertible notes
Secured term loan
$2,500
$2,000
$1,500
$1,000
$500
$0
Remaining 2017 2018 (1) 2019 2020 2021 2022 2023 Thereafter
$18
$315
$158
$973
$753
$2,372
$668$680
Debt Maturity Profile
Dollars in millions
• Weighted average debt term is 4.7 years
• Weighted average interest rate is 4.21%
1) Omits one mortgage note payable secured by an Excluded Property with Debt Outstanding of $16.2 million and an interest rate of 9.48%.
2) One-year extension option on 6/30/2018 unsecured credit facility is available at the Company's election, subject to no existing default, an extension fee and other customary provisions.
50%
40%
30%
20%
10%
0%
Remaining 2017 2018 2019 2020 2021 2022 2023 Thereafter
0.5%
11.2%
16.4%
11.3% 12.7%
5.3% 2.7%
39.9%
KEY FINANCIALS
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Highlights & Guidance
Q3 2017
28
VEREIT Strengthens Portfolio Through Continued Capital Allocation With Net Acquisitions;
Improves Balance Sheet and Debt Maturity Schedule With 10-Year Bond Issuance
HIGHLIGHTS & GUIDANCE
Q3 2017 Highlights
Third Quarter 2017 Highlights
• Net Income of $16.5 million and Net Loss per diluted share of $(0.00)
• Achieved $0.19 AFFO per diluted share including $0.02 from Cole Capital®
• Completed $248.9 million of acquisitions and $65.4 million of dispositions and $45.0 million of acquisitions and $42.7
million of dispositions subsequent to the quarter
• Decreased Debt from $6.1 billion to $5.9 billion and Net Debt increased from $5.7 billion to $5.9 billion, or 38.4% Net Debt
to Gross Real Estate Investments
• Net Debt to Normalized EBITDA increased from 5.4x to 5.5x
• Issued $600.0 million of senior notes to repay borrowings under the $500.0 million term loan with the remaining proceeds
used to pay down secured debt
• Cole Capital® raised $66.4 million of new equity capital
• Company increases AFFO per diluted share guidance range from $0.71 - $0.73 to $0.73 - $0.74 (see reconciliation to earnings
per share beginning on Page 32)
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
29
2017 Guidance
HIGHLIGHTS & GUIDANCEConsolidated Adjusted Funds From Operations per Diluted Share (Unaudited)
Key Guidance Assumptions:
• Increased AFFO per diluted share guidance range from $0.71 - $0.73 to $0.73 - $0.74
• Dispositions and acquisitions each totaling $450 million to $600 million at an average cash cap rate of 6.5% to 7.5%
• Real estate operations:
◦ Average occupancy of approximately 98.0%
◦ Same-store rental growth between 0.0% and 0.3%
• Cole Capital contribution approximating $0.035 of AFFO per diluted share:
◦ Capital raise of $280 million to $300 million, excluding DRIP
◦ Cole acquisitions of $800 million to $1.0 billion
• The Company also expects to target balance sheet net debt to normalized EBITDA between 5.7x and 6.0x
2017 Per Share
Low High
Diluted net income per share attributable to common stockholders (1) $ 0.01 $ 0.02
Gain on disposition of real estate assets, net (2) (0.05) (0.05)
Depreciation and amortization of real estate assets 0.69 0.69
Impairment of real estate (2) 0.03 0.03
FFO attributable to common stockholders and limited partners per diluted share 0.68 0.69
Adjustments (3) 0.05 0.05
AFFO attributable to common stockholders and limited partners per diluted share $ 0.73 $ 0.74
Notes: The estimated net income per diluted share is not a projection and is provided solely to satisfy the disclosure requirements of the U.S. Securities and Exchange Commission.
(1) Includes impact of dividends to be paid to preferred shareholders and excludes the effect of non-controlling interests and the impact of the extinguishment of debt. Includes
the impact of the gain on sale and impairment of real estate for the nine months ended September 30, 2017.
(2) Includes actual amounts for the nine months ended September 30, 2017.
(3) Includes (i) non-routine items such as acquisition-related costs, litigation and other non-routine costs, net of insurance recoveries, gains or losses on sale of investment
securities or mortgage note receivables, legal settlements and insurance recoveries not in the ordinary course of business, (ii) certain non-cash items such as impairments of
intangible assets and goodwill, straight-line rental revenue, gains or losses on derivatives, reserves for loan loss, gains or losses on the extinguishment or forgiveness of debt,
non-current portion of the tax benefit or expense, equity-based compensation and amortization of intangible assets, deferred financing costs, premiums and discounts on debt
and investments, above-market lease assets and below-market lease liabilities and (iii) the AFFO impact of Excluded Properties and related non-recourse mortgage notes.
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
30
800.606.3610
Phoenix
2325 East Camelback Road
Suite 1100
Phoenix, AZ 85016
602.778.6000
New York City
5 Bryant Park
23rd Floor
New York, NY 10018
212.413.9100
Investor Relations
877.405.2653
InvestorRelations@VEREIT.com
Contact Us
CONTACT
Registered Stockholders
Computershare (Transfer Agent)
P.O. Box 43078
Providence, RI 02940
By overnight delivery
Computershare
250 Royal Street
Canton, MA 02021
Telephone inquiries
TFN 855.866.0787
(US, CA, Puerto Rico)
TN 781.575.3100
(non-US)
Email
web.queries@computershare.com
Follow Us
LinkedIn
www.linkedin.com/company/vereit
Twitter
twitter.com/vereitinc
YouTube
https://www.youtube.com/channel/
UCUNu7AUOolITuwpNhr2JEGg
Flickr
https://www.flickr.com/
photos/143027056@N07/
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Definitions & Reconciliations
Q3 2017
32
Definitions
INVESTOR REVIEW
Annualized Rental Income is rental revenue under our leases on Operating Properties on
a straight-line basis, which includes the effect of rent escalations and any tenant concessions,
such as free rent, and excludes any bad debt allowances and any contingent rent, such as
percentage rent. Management uses Annualized Rental Income as a basis for tenant, industry
and geographic concentrations and other metrics within the portfolio. Annualized Rental
Income is not indicative of future performance.
Debt Outstanding and Adjusted Debt Outstanding are non-GAAP measures that
represent the Company's outstanding principal debt balance, excluding certain GAAP
adjustments, such as premiums and discounts, financing and issuance costs, and related
accumulated amortization. Beginning in 2017, Adjusted Debt Outstanding omits the
outstanding principal balance of mortgage notes secured by Excluded Properties. We
believe that the presentation of Debt Outstanding and Adjusted Debt Outstanding, which
show our contractual debt obligations, provides useful information to investors to assess
our overall liquidity, financial flexibility, capital structure and leverage. Debt Outstanding
and Adjusted Debt Outstanding should not be considered as alternatives to the Company's
consolidated debt balance as determined in accordance with GAAP or any other GAAP
financial measures and should only be considered together with, and as a supplement to,
the Company's financial information prepared in accordance with GAAP.
EBITDA and Normalized EBITDA Normalized EBITDA, as disclosed, represents EBITDA, or
earnings before interest, taxes, depreciation and amortization, modified to exclude non-
routine items such as acquisition-related expenses, litigation, merger and other non-routine
transactions costs, net of insurance recoveries, gains or losses on sale of investment
securities or mortgage notes receivable and legal settlements and insurance recoveries not
in the ordinary course of business. We also exclude certain non-cash items such as
impairments of goodwill and real estate and intangible assets, straight-line rental revenue,
gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt,
write-off of program development costs, and amortization of intangibles, above-market
lease assets and below-market lease liabilities.
Beginning in 2017, Normalized EBITDA omits the Normalized EBITDA impact of Excluded
Properties. Management believes that excluding these costs from EBITDA provides investors
with supplemental performance information that is consistent with the performance
models and analysis used by management, and provides investors a view of the
performance of our portfolio over time. The Company believes that Normalized EBITDA is
a useful non-GAAP supplemental measure to investors and analysts for assessing the
performance of the Company's business segments.
Therefore, Normalized EBITDA should not be considered as an alternative to net income,
as computed in accordance with GAAP, or as an indicator of the Company's financial
performance. The Company uses Normalized EBITDA as one measure of its operating
performance when formulating corporate goals and evaluating the effectiveness of the
Company's strategies. Normalized EBITDA may not be comparable to similarly titled
measures of other companies.
Economic Occupancy Rate equals the sum of square feet leased (including month-to-
month agreements) divided by Rentable Square Feet.
Excluded Properties are properties for which (i) the related mortgage loan is in default,
and (ii) management decides to transfer the properties to the lender in connection with
settling the mortgage note obligation.
Excluded Properties during the three months ended and at March 31, 2017, were one
vacant office property and one vacant industrial property, comprising an aggregate
of 578,000 square feet with aggregate Debt Outstanding of $41.8 million. Excluded
Properties during the three months ended June 30, 2017, were two vacant office
properties and five industrial properties, two of which were vacant. Excluded
Properties at June 30, 2017, and during the three months ended September 30, 2017,
were two vacant office properties and one vacant industrial property, comprising an
aggregate 991,000 square feet with aggregate Debt Outstanding of $83.9 million. At
September 30, 2017, the Excluded Property was one vacant industrial property,
comprising 307,275 square feet with Debt Outstanding of $16.2 million.
Fixed Charge Coverage Ratio is the sum of (i) Interest Expense, excluding non-cash
amortization, (ii) secured debt principal amortization on Adjusted Debt Outstanding
and (iii) dividends attributable to preferred shares divided by Normalized EBITDA.
Management believes that Fixed Charge Coverage Ratio is a useful supplemental
measure of our ability to satisfy fixed financing obligations.
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33
Definitions
INVESTOR REVIEW
Funds from Operations ("FFO") and Adjusted Funds from Operations ("AFFO"): Due
to certain unique operating characteristics of real estate companies, as discussed below,
the National Association of Real Estate Investment Trusts, Inc. ("NAREIT"), an industry
trade group, has promulgated a supplemental performance measure known as FFO,
which we believe to be an appropriate supplemental performance measure to reflect the
operating performance of a REIT. FFO is not equivalent to our net income or loss as
determined under U.S. GAAP.
NAREIT defines FFO as net income or loss computed in accordance with U.S. GAAP,
excluding gains or losses from disposition of property, depreciation and amortization of
real estate assets and impairment write-downs on depreciable real estate including the
pro rata share of adjustments for unconsolidated partnerships and joint ventures. We
calculated FFO in accordance with NAREIT's definition described above.
In addition to FFO, we use AFFO as a non-GAAP supplemental financial performance
measure to evaluate the operating performance of the Company. AFFO, as defined by the
Company, excludes from FFO non-routine items such as acquisition-related expenses,
litigation and other non-routine costs, net of insurance recoveries, gains or losses on sale
of investment securities or mortgage notes receivable and legal settlements and
insurance recoveries not in the ordinary course of business. We also exclude certain non-
cash items such as impairments of goodwill and intangible assets, straight-line rental
revenue, gains or losses on derivatives, reserves for loan loss, gains or losses on the
extinguishment or forgiveness of debt, non-current portion of the tax benefit or expense,
equity-based compensation and amortization of intangible assets, deferred financing
costs, premiums and discounts on debt and investments, above-market lease assets and
below-market lease liabilities.
Effective January 1, 2017, we determined to omit the impact of the Excluded Properties
and related non-recourse mortgage notes from FFO to calculate AFFO. Management
believes that excluding these costs from FFO provides investors with supplemental
performance information that is consistent with the performance models and analysis
used by management, and provides investors a view of the performance of our portfolio
over time. AFFO allows for a comparison of the performance of our operations with other
publicly-traded REITs, as AFFO, or an equivalent measure, is routinely reported by
publicly-traded REITs, and we believe often used by analysts and investors for comparison
purposes.
For all of these reasons, we believe FFO and AFFO, in addition to net income (loss), as
defined by U.S. GAAP, are helpful supplemental performance measures and useful in
understanding the various ways in which our management evaluates the performance of
the Company over time. However, not all REITs calculate FFO and AFFO the same way, so
comparisons with other REITs may not be meaningful. FFO and AFFO should not be
considered as alternatives to net income (loss) and are not intended to be used as a
liquidity measure indicative of cash flow available to fund our cash needs. Neither the
SEC, NAREIT, nor any other regulatory body has evaluated the acceptability of the
exclusions used to adjust FFO in order to calculate AFFO and its use as a non-GAAP
financial performance measure.
Gross Real Estate Investments represent total gross real estate and related assets of
Operating Properties, including net investments in unconsolidated entities, investment in
direct financing leases, investment securities backed by real estate and loans held for
investment, net of gross intangible lease liabilities.
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34
Definitions
INVESTOR REVIEW
Interest Coverage Ratio equals Normalized EBITDA divided by Interest Expense, excluding
non-cash amortization. Management believes that Interest Coverage Ratio is a useful
supplemental measure of our ability to service our debt obligations.
Interest Expense, excluding non-cash amortization is a non-GAAP measure that
represents interest expense incurred on the outstanding principal balance of our debt. This
measure excludes (i) the amortization of deferred financing costs, premiums and discounts,
which is included in interest expense in accordance with GAAP, and (ii)the impact of
Excluded Properties and related non-recourse mortgage notes. We believe that the
presentation of Interest Expense, excluding non-cash amortization, which shows the
interest expense on our contractual debt obligations, provides useful information to
investors to assess our overall solvency and financial flexibility. Interest Expense, excluding
non-cash amortization should not be considered as an alternative to the Company's interest
expense as determined in accordance with GAAP or any other GAAP financial measures and
should only be considered together with and as a supplement to the Company's financial
information prepared in accordance with GAAP.
Net Debt is a non-GAAP measure used to show the Company's Adjusted Debt Outstanding,
less all cash and cash equivalents. We believe that the presentation of Net Debt provides
useful information to investors because our management reviews Net Debt as part of its
management of our overall liquidity, financial flexibility, capital structure and leverage.
Net Debt Leverage Ratio equals Net Debt divided by Gross Real Estate Investments. We
believe that the presentation of Net Debt Leverage Ratio provides useful information to
investors because our management reviews Net Debt Leverage Ratio as part of its
management of our overall liquidity, financial flexibility, capital structure and leverage.
Normalized EBITDA Annualized equals Normalized EBITDA, for the respective quarter,
multiplied by four.
Net Debt to Normalized EBITDA Annualized equals Net Debt divided by the current
quarter Normalized EBITDA multiplied by four. We believe that the presentation of Net Debt
to Normalized EBITDA Annualized provides useful information to investors because our
management reviews Net Debt to Normalized EBITDA Annualized as part of its management
of our overall liquidity, financial flexibility, capital structure and leverage.
Operating Properties refers to all properties owned by the Company and beginning in
2017, it omits Excluded Properties owned by the Company as of the reporting date.
Rentable Square Feet is leasable square feet of Operating Properties.
Secured Debt Ratio equals secured Adjusted Debt Outstanding divided by Adjusted Debt
Outstanding.
Unencumbered Asset Ratio equals unencumbered Gross Real Estate Investments divided
by Gross Real Estate Investments. Management believes that Unencumbered Asset Ratio is
a useful supplemental measure of our overall liquidity and leverage.
Weighted Average Remaining Lease Term is the number of years remaining on each
respective lease, weighted based on Annualized Rental Income of Operating Properties.
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Reconciliations
(in thousands, except share and per share data)
INVESTOR REVIEW
Net income $ 16,494
Adjustments:
Interest expense 71,708
Depreciation and amortization 176,523
Provision for income taxes 2,053
Proportionate share of adjustments for unconsolidated entities 845
EBITDA $ 267,623
Loss on disposition of real estate assets, net 688
Impairments 6,363
Acquisition-related expenses 909
Litigation other non-routine costs, net of insurance recoveries 9,507
Gain on derivative instruments, net (1,294)
Amortization of above-market lease assets and deferred lease
incentives, net of amortization of below-market lease liabilities 1,210
Gain on extinguishment and forgiveness of debt, net (9,756)
Net direct financing lease adjustments 491
Straight-line rent, net of bad debt expense related to straight-line rent (9,955)
Program development costs write-off 110
Other amortization and non-cash charges (61)
Proportionate share of adjustments for unconsolidated entities (39)
Adjustment for Excluded Properties 1,323
Normalized EBITDA $ 267,119
Net income $ 16,494
Dividends on non-convertible preferred stock (17,973)
Loss on disposition of real estate assets, net 688
Depreciation and amortization of real estate assets 171,576
Impairment of real estate 6,363
Proportionate share of adjustments for unconsolidated entities 565
FFO attributable to common stockholders and limited partners $ 177,713
Acquisition-related expenses 909
Litigation other non-routine costs, net of insurance recoveries 9,507
Gain on derivative instruments, net (1,294)
Amortization of premiums and discounts on debt and investments, net (1,442)
Amortization of above-market lease assets and deferred lease incentives,
net of amortization of below-market lease liabilities 1,210
Net direct financing lease adjustments 491
Amortization and write-off of deferred financing costs 6,028
Amortization of management contracts 4,146
Deferred tax expense 6,277
Gain on extinguishment and forgiveness of debt, net (9,756)
Straight-line rent, net of bad debt expense related to straight-line rent (9,955)
Equity-based compensation expense 3,664
Other amortization and non-cash charges 739
Proportionate share of adjustments for unconsolidated entities (2)
Adjustment for Excluded Properties 2,625
AFFO attributable to common stockholders and limited partners $ 190,860
Weighted-average shares outstanding - basic 974,167,088
Limited Partner OP Units and effect of dilutive securities 24,258,683
Weighted-average shares outstanding - diluted 998,425,771
FFO attributable to common stockholders and limited partners per diluted
share $ 0.178
AFFO attributable to common stockholders and limited partners per diluted
share $ 0.191
EBITDA and Normalized EBITDA Three Months Ended 9/30/17 FFO and AFFO Three Months Ended 9/30/2017
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.
36
Reconciliations
(dollars in thousands)
INVESTOR REVIEW
Interest Expense, excluding non-cash amortization $ 65,821
Normalized EBITDA 267,119
Interest Coverage Ratio 4.06x
Interest Expense, excluding non-cash amortization $ 65,821
Secured debt principal amortization 2,981
Dividends attributable to preferred shares 17,973
Total fixed charges 86,775
Normalized EBITDA 267,119
Fixed Charge Coverage Ratio 3.08x
Mortgage notes payable and other debt, net $ 2,115,633
Corporate bonds, net 2,820,164
Convertible debt, net 981,490
Credit facility, net —
Total debt - as reported 5,917,287
Adjustments:
Deferred financing costs, net 51,687
Net premiums (16,335)
Debt Outstanding $ 5,952,639
Debt Outstanding - Excluded Properties (16,200)
Adjusted Debt Outstanding 5,936,439
Interest expense - as reported $ (71,708)
Less Adjustments:
Amortization of deferred financing costs and other non-
cash charges (6,063)
Amortization of net premiums 1,478
Interest Expense, excluding non-cash amortization -
Excluded Properties (1,302)
Interest Expense, excluding non-cash amortization $ (65,821)
Debt
Three Months Ended 9/30/17
9/30/17
Interest
Adjusted Debt Outstanding $ 5,936,439
Less: cash and cash equivalents 54,363
Net Debt 5,882,076
Normalized EBITDA annualized 1,068,476
Net Debt to Normalized EBITDA annualized ratio 5.51x
Net Debt $ 5,882,076
Gross Real Estate Investments 15,336,016
Net Debt Leverage Ratio 38.4%
Unencumbered Gross Real Estate Investments $ 11,073,165
Gross Real Estate Investments 15,336,016
Unencumbered Asset Ratio 72.2%
Secured Debt Outstanding $ 2,086,439
Gross Real Estate Investments 15,336,016
Secured Debt Ratio 13.6%
Financial and Operations
Statistics and Ratios
Three Months Ended 9/30/17
www.VEREIT.com | NYSE: VER | © 2017 VEREIT, Inc.