The former CFO and the former chief accounting officer of American Realty Capital Partners have been charged with inflating the REIT’s most important metric to conceal its true financial condition from investors.
The U.S. Securities and Exchange Commission on Thursday said ex-CFO Brian Block and ex-CAO Lisa McAlister orchestrated a scheme to manipulate the calculation of ARCP’s adjusted funds from operations (AFFO), a non-GAAP measure that analysts and investors view as the most useful indicator of an REIT’s performance.
After learning from staff that ARCP’s AFFO for the first quarter of 2014 had been incorrectly calculated, the two executives allegedly concealed the error and then used false numbers to inflate second-quarter AFFO.
In addition to the SEC’s civil complaint, Block, 44, was arrested on parallel criminal charges of securities fraud. McAlister, 52, has pleaded guilty in the criminal case.
“We allege that these senior executives conjured up numbers to purposely conceal ARCP’s true performance, misleadingly suggesting that the company had met AFFO estimates for the first and second quarters of the year,” Sanjay Wadhwa, senior associate director of the SEC’s New York regional office, said in a news release.
AFFO shows an REIT’s income before consideration of non-cash depreciation and amortization expense and by excluding certain one-time charges and expenses.
The SEC noted that among the metrics used to determine Block’s annual bonus for 2014 were AFFO goals of $1.06 per share (“threshold”), $1.13 per share (“target”), and $1.16 per share (“maximum”). In October 2013, ARCP projected fiscal 2014 per share AFFO of between $1.13 and $1.19 and that projection remained unchanged through the second quarter.
For the first quarter, the REIT reported AFFO of $147 million, or $0.26 per share. According to the SEC, staff warned Block that an incorrect method had been used to calculate the metric, inflating it by $0.03 a share, but he nevertheless falsified ARCP’s AFFO presentation in the final hours before filing its second-quarter results.
“With McAlister in his office, Block plugged in fake numbers that concealed the first quarter overstatement of AFFO and made it appear that the company had met second-quarter estimates when, in fact, it had fallen short,” the SEC said.