Market Overview

Gramercy Property Trust Reports Third Quarter 2017 Financial Results

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Gramercy Property Trust (NYSE:GPT) today reported financial results for
the third quarter of 2017.

Operating Results:

                 
($ in millions, except per share data) Three Months Ended Nine Months Ended
September 30, September 30,
2017     2016     2017     2016
Net Income (loss) to common shareholders $ 48.6 $ (2.5 ) $ 62.7 $ 22.4
Net Income (loss) per common share $ 0.32 $ (0.02 ) $ 0.42 $ 0.15
 
FFO available to common shareholders and unitholders1 $ 74.3 $ 60.8 $ 216.0 $ 205.4
FFO per common share $ 0.48 $ 0.43 $ 1.44 $ 1.44
 
Core FFO available to common shareholders and unitholders $ 85.0 $ 76.6 $ 235.2 $ 242.1
Core FFO per common share $ 0.53 $ 0.54 $ 1.53 $ 1.70
 
AFFO available to common shareholders and unitholders $ 81.7 $ 69.1 $ 217.8 $ 219.7
AFFO per common share $ 0.51 $ 0.48 $ 1.41 $ 1.54
 
1.  

Represents basic FFO amounts. All other amounts presented are
diluted.

 

Third Quarter 2017 Highlights

  • Acquired 51 properties for an aggregate purchase price of
    approximately $868.9 million with an initial cash capitalization rate
    of 6.1%. Also acquired three leased land parcels in Opa Locka, FL
    (Miami MSA) for a total investment of $88.3 million at a 6.1%
    capitalization rate.
  • Surpassed 2017 target acquisition activity by over 30%, acquiring $1.3
    billion of investments.
  • Disposed of eight assets for aggregate gross proceeds of $21.8
    million. The disposition capitalization rate for the fully-occupied
    properties was 5.3% on next twelve months cash NOI. Currently,
    approximately $60.6 million in dispositions are under contract or
    awarded to buyers, in addition to another $167.6 million in the market
    for sale.
  • Gramercy Property Europe plc (the "Fund") completed the previously
    announced sale of 100% of the Fund's assets. The transaction will
    result in total net distributions to the Company of approximately
    €90.8 million ($103.8 million), inclusive of a promoted interest
    distribution of approximately €7.9 million ($9.0 million), resulting a
    net gain on the transaction of $34.1 million and promote income of
    $9.0 million.
  • Redeemed the 3.75% Exchangeable Senior Notes due in 2019 by issuing
    5.26 million common shares.
  • Subsequent to quarter end, declared a fourth quarter 2017 common share
    dividend of $0.375 per share.
  • Subsequent to quarter end, upsized the existing $175.0 million
    unsecured term loan to $400.0 million with a swapped fixed interest
    rate of 3.00%.

Summary

Gramercy Property Trust (NYSE:GPT) today reported net income to common
shareholders of $48.6 million, or $0.32 per diluted common share, for
the three months ended September 30, 2017. For the third quarter of
2017, the Company generated NAREIT defined funds from operations ("FFO")
of $74.3 million, or $0.48 per diluted common share. The Company also
reported diluted Core FFO ("Core FFO") of $85.0 million, or $0.53 per
diluted common share, during the quarter. The Company generated diluted
adjusted funds from operations ("AFFO") of $81.7 million, or $0.51 per
diluted common share, during the quarter. The Company had 160,669,468
common shares issued and outstanding as of September 30, 2017 and had
159,265,451 diluted weighted average common shares and units outstanding
for its non-GAAP financial measure calculations for the three months
ended September 30, 2017. A reconciliation of FFO, Core FFO and AFFO to
net income available to common shareholders is included in this press
release.

For the third quarter of 2017, the Company recognized total revenues of
approximately $134.9 million, an increase of 2.7% over total revenues of
$131.4 million reported in the prior quarter.

As of September 30, 2017, the Company owned 367 properties containing an
aggregate of approximately 81.0 million rentable square feet with 97.4%
occupancy and an ABR weighted average remaining lease term of 7.2 years.

Property Acquisitions

In the third quarter of 2017, the Company acquired 51 industrial
properties in Atlanta, Charlotte, Chicago, Columbus, Dallas, Houston,
Los Angeles/Inland Empire, Memphis, Minneapolis, and Spartanburg for a
total purchase price of $868.9 million at a 6.1% cash capitalization
rate. Also during the third quarter of 2017, the Company acquired three
leased land parcels in Opa Locka, FL (Miami MSA) for a total investment
of $88.3 million at a 6.1% capitalization rate.

Included in the third quarter acquisitions is a 35-property, 7.8 million
square foot portfolio of modern warehouse industrial buildings ("Core
Logistics Portfolio") that the Company acquired for $478.9 million at a
6.2% capitalization rate on estimated stabilized NOI. The Core Logistics
Portfolio was 90.6% occupied as of September 30, 2017 with a weighted
average remaining lease term of 4.0 years.

In the third quarter of 2017, the Company announced an agreement to
acquire a 9-property, 2.0 million square foot portfolio of Class-A
industrial buildings ("9-Property Industrial Portfolio") for $330.9
million. In September, the Company completed the acquisition of six of
these properties for $224.5 million and assumed $71.2 million of
in-place property level debt. Subsequent to quarter end, the remaining
three properties were acquired. The Company acquired the 9-Property
Industrial Portfolio at a 6.3% cash capitalization rate.

Gordon F. DuGan, Chief Executive Officer, said, "We had another busy
quarter, with nearly $1.0 billion in new acquisitions and the launch of
our new e-commerce joint venture. We have now successfully shifted the
portfolio next twelve months NOI to nearly 80% industrial, and are
well-positioned to benefit from the continued strong fundamentals in the
industrial market."

Third quarter 2017 property acquisitions are summarized in the chart
below:

                                       
($ in millions)
Acq. Date     Deal Name     Location     MSA    

Property
Type

   

Rentable
Square
Feet1

   

Purchase
Price

     

Occupancy
as of
9/30/2017

     

Acq.
Cash
NOI

     

S/L NOI

7/11/2017 N/A Whitsett, NC Greensboro Warehouse 520,000 $ 25.8 2 100.0 % $ 2.0 $ 2.0
7/19/2017 N/A Curtis Bay, MD

Baltimore/
Washington

Warehouse 352,850 31.9 100.0 % 1.9 1.9
8/3/2017 N/A

Rancho
Cucamonga, CA
and Carteret, NJ

Inland
Empire,
Northern NJ

Warehouse &
Manufacturing
Portfolio

139,713 19.1 100.0 % 1.2 1.4
8/7/2017 N/A Bedford Park, IL Chicago

Warehouse &
Manufacturing
Portfolio

989,873 44.3 100.0 % 3.4 3.6
8/21/2017 N/A Houston, TX Houston Cold Storage 226,596 44.5 100.0 % 2.8 3.3
8/28/2017

Core Logistics
Portfolio

Various Various

Single & Multi-
Tenant
Industrial
Portfolio

7,796,673 478.9 3 90.6 % 27.7 29.4

9/1/2017,
9/20/2017

9-Property
Industrial
Portfolio4

Various Various

Single & Multi-
Tenant
Industrial
Portfolio

1,402,302     224.5       100.0 %     13.9       14.7
Subtotal - Building Acquisitions 11,428,007 $ 868.9 93.6 % $ 52.9 $ 56.4
 
7/20/2017 N/A Opa Locka, FL Miami

3 Leased
Land Parcels

3,139,512     88.3       100.0 %     5.4       6.2
Subtotal - Leased Land Acquisitions 3,139,512 $ 88.3 5 100.0 % $ 5.4 $ 6.2
                                       
Total 3Q 2017 Acquisitions 14,567,519     $ 957.2       95.0 %     $ 58.3       $ 62.6
 
1.   Represents land square feet on the leased land acquisitions.
2. Reflects portfolio allocation adjustment of $(0.6) million related
to portfolio of three properties acquired in June 2017 and one
property acquired in July 2017.
3. Reflects a $3.8 million credit received at closing from the seller
for tenant improvement allowance.
4. Represents the closing of six of the nine properties. The remaining
three properties have since closed subsequent to quarter end.
5. Reflects $2.3 million net holdback at closing for lease contingency
and tenant improvement allowance.
 

Build-to-suit activity during the quarter is summarized in the charts
below:

                             
($ in millions)
Location    

Investment as
of 9/30/171

    Total Budget     Acreage    

Building SF at
Completion

   

Estimated
Completion
Date

   

Estimated Year
1 NOI

     

WALT Upon
Completion
(Yrs)

Ongoing Projects

Spartanburg, SC2 $ 20.9 $ 25.8 39.3 432,120 Q4 2017 $ 2.0 12.0
Phoenix, AZ 5.3 23.3 8.6 126,722 Q1 2018 1.8 12.0
Charleston, SC2 18.1     31.2     25.8     240,800     Q4 2017     2.5       20.0
Total $ 44.3     $ 80.3     73.7     799,642           $ 6.2       15.2
 
Location    

Investment as
of 9/30/171

    Total Budget     Acreage    

Building SF at
Completion

   

Completed
Date

   

Estimated Year
1 NOI

     

WALT Upon
Completion
(Yrs)

Completed

Chicago, IL $ 63.2 $ 62.8 12.8 227,043 8/16/2017 $ 3.8 24.7
Austin, TX 29.6     29.1     14.4     200,411     3/31/2017     2.3       15.3
Total $ 92.8     $ 91.9     27.2     427,454           $ 6.1       21.2
 
1.   Investment includes costs accrued as of September 30, 2017.
2. Subsequent to quarter end, the projects in Spartanburg and
Charleston were substantially completed and leases have commenced.
 

Subsequent to quarter end, the Company entered into a new agreement to
provide mezzanine financing to a leading industrial developer as
borrower with a maximum balance of $250.0 million for the construction
of class-A industrial facilities in major markets in the US. The
facility has an initial term of five years, plus two one-year extension
options and will earn interest ranging from 9.00% to 12.00% depending on
the loan-to-value. The Company will have approval rights for all
projects added to the facility and the facility provides the Company
with the opportunity to purchase stabilized industrial properties funded
by the mezzanine facility. In October, the Company funded $15.9 million
for industrial projects totalling approximately $79.1 million in
construction costs.

Property Dispositions

During the quarter, the Company disposed of eight assets for aggregate
gross proceeds of $21.8 million. The disposition capitalization rate for
the fully-occupied properties was 5.3% on next twelve months cash NOI.

During the third quarter of 2017, the Company recorded net gains on
disposals of $4.9 million for the assets sold during the quarter and
$3.1 million in impairments on properties that are expected to be sold
in the fourth quarter of 2017.

Subsequent to quarter end, the Company disposed of two office properties
in Tampa, FL and Sacramento, CA for aggregate gross proceeds of $10.0
million at a 7.8% disposition cap rate on next twelve months cash NOI
for the occupied property. Currently, the Company has approximately
$60.6 million in dispositions are under contract or awarded to buyers,
in addition to another $167.6 million in the market for sale.

Third quarter 2017 property dispositions are summarized in the chart
below:

                       
($ in millions)
Disp. Date     Location     MSA     Property Type    

Rentable
Square Feet

   

Sale
Price

   

NTM Cash NOI
at Disposition

7/6/2017 Hialeah, FL South Florida Retail Bank Branch 10,678 $ 2.9 $ 0.1
7/11/2017 Escondido, CA San Diego Single Tenant Office 20,913 4.0 0.2
7/25/2017 Spartanburg, SC Spartanburg Vacant Industrial 17,500 0.4
7/28/2017 Bakersfield, CA Fresno Retail Bank Branch 15,548 3.0 0.2
7/31/2017 Summit, NJ New York/New Jersey Retail Bank Branch / Office 30,387 6.1
8/30/2017 Ventura, CA Los Angeles Retail Bank Branch 16,024 3.6 0.1
9/6/2017 Fresno, CA Fresno Single Tenant Office 20,125     1.9     0.2
Totals 99,584     $ 21.8     $ 0.5
 

Joint Ventures

Europe

In the third quarter of 2017, the Fund completed the sale of 100% of its
assets. The transaction will result in total net distributions to the
Company of approximately €90.8 million ($103.8 million), inclusive of a
promoted interest distribution of approximately €7.9 million ($9.0
million). As of September 30, 2017, the Company received €89.4 million
($101.9 million) and the remaining distributions are in escrow pending
release in the fourth quarter of 2017. The Company recognized a net gain
on the transaction of $34.1 million and income from the promote of $9.0
million which is all recorded within equity in net income of
unconsolidated equity investments.

Under the terms of the sale, Gramercy Europe (Jersey) Limited, the
Company's Jersey-based investment and asset management subsidiary, will
continue to manage the assets for the buyer until July 2018.

Additionally, during the third quarter, the Company disposed of one of
its two remaining properties in the Goodman U.K. Joint Venture. The
South Normanton, U.K. property was sold for £15.2 million, or an
approximate 6.0% disposition capitalization rate. The Company recognized
a gain on the transaction of $6.5 million within equity in net income of
unconsolidated equity investments, and subsequent to quarter end the
Company received a distribution of approximately $15.0 million (£11.2
million).

The remaining 187 thousand square foot property in the Goodman U.K.
Joint Venture is located in the Brackmills Industrial Estate in
Northampton, U.K. and is currently being marketed for lease. Once
leased, the Company anticipates that the Goodman U.K. Joint Venture will
market the property for sale.

E-Commerce

In August 2017, the Company launched a new joint venture to acquire, own
and manage Class A distribution centers leased to leading e-commerce
tenants on long-term leases across the country (the "E-Commerce JV").
The E-Commerce JV's first acquisition is a forward purchase contract for
$538.9 million and it is expected to be financed by approximately 60%
property level mortgage debt. The Company expects to contribute 51% of
the equity to the E-Commerce JV, estimated to be $110.0 million at
target leverage levels, of which $80.1 million will be funded with units
in the Company's Operating Partnership.

The aforementioned E-Commerce JV's first acquisition is comprised of six
newly constructed Class A bulk distribution properties totaling 5.2
million square feet that will be acquired on a forward basis. The
properties will all be leased for an initial 15-year term with annual
1.75% to 2.00% rental escalations.

Strategic Office Partners

During the third quarter of 2017, Strategic Office Partners ("SOP")
acquired two properties for $59.5 million and sold one property for
gross proceeds of $44.0 million. As a result of activity, the Company
received a distribution of $2.7 million during the quarter. Included in
the Company's equity in net income of unconsolidated equity investments
is the Company's pro rata share of the gain on the sale of this asset of
$2.5 million. Subsequent to quarter end, SOP has acquired two additional
office properties in Henderson, NV for $23.9 million.

Leasing Activity

During the third quarter of 2017, the Company executed five new leases
and eleven lease renewals aggregating approximately 1.4 million square
feet for an average lease term of 6.7 years and a cash leasing spread of
(1.4)% over prior annual base rent ("ABR"), and a straight-line leasing
spread of 10.7% over prior straight-line ABR.

Corporate

As of September 30, 2017, the Company maintained approximately $302.9
million of liquidity, as compared to approximately $970.3 million of
liquidity reported at the end of the prior quarter. Liquidity includes
$68.0 million of unrestricted cash as compared to approximately $163.5
million reported at the end of the prior quarter. During the quarter,
the Company drew down $650.0 million to fund third quarter acquisitions
and repaid $106.8 million previously drawn on the senior unsecured
revolving credit facility. As of September 30, 2017, there were $615.1
million of borrowings outstanding under the revolving credit facility.

In September 2017, the Company exchanged all of its outstanding 3.75%
Exchangeable Senior Notes due in 2019 for 5.26 million shares and
recognized a loss on extinguishment of debt of $6.8 million. The shares
were issued at an average price of $30.33 per share.

During the third quarter of 2017, the Company issued 3.5 million shares
through its "At-The-Market" equity issuance program for net proceeds of
$103.4 million. The Company also issued 2.3 million OP units valued at
$67.0 million in connection with the acquisition of six properties from
the 9-Property Industrial Portfolio. Subsequent to quarter end, the
Company issued 1.3 million OP units valued at $38.3 million in
connection with the acquisition of the three remaining properties from
the 9-Property Industrial Portfolio.

General and administrative ("G&A"), expenses were $9.6 million for the
quarter ended September 30, 2017 compared to $9.1 million in the prior
quarter. G&A expenses included non-cash share-based compensation costs
of approximately $2.0 million and $1.4 million of transaction related
costs for the quarter ended September 30, 2017, compared to non-cash
share based compensation of $2.0 million and transaction costs of $0.2
million for the quarter ended June 30, 2017.

In addition, subsequent to quarter end, the Company amended and upsized
its existing $175.0 million unsecured term loan with Capital One, N.A.
to $400.0 million, resulting in a swapped fixed rate of 3.00% for the
term loan, a decrease of 34 basis points from the prior agreement. The
amended unsecured term loan will mature in January 2023. Net proceeds
from the upsized loan were used to reduce borrowings under the Company's
revolving credit facility.

Dividends

On October 16, 2017, the Company paid a dividend of $0.375 per common
share for the third quarter of 2017 to shareholders of record as of
September 29, 2017.

The Company also paid a third quarter 2017 dividend on the Company's
7.125% Series A Cumulative Redeemable Preferred Shares in the amount of
$0.44531 per share on October 2, 2017 to preferred shareholders of
record as of September 20, 2017.

Subsequent to quarter end, the Company declared a fourth quarter 2017
common share dividend of $0.375 per share payable on January 12, 2018 to
shareholders of record as of December 29, 2017.

Subsequent to quarter end, the Company also declared a fourth quarter
2017 dividend on the Company's 7.125% Series A Cumulative Redeemable
Preferred Shares in the amount of $0.44531 per share, payable on
December 29, 2017 to preferred shareholders of record as of December 19,
2017.

Company Profile

Gramercy Property Trust is a leading global investor and asset manager
of commercial real estate. The Company specializes in acquiring and
managing high quality, income producing commercial real estate leased to
high quality tenants in major markets in the United States and Europe.

To review the Company's latest news releases and other corporate
documents, please visit the Company's website at www.gptreit.com
or contact Investor Relations at 888-686-0112.

Conference Call

The Company's executive management team will host a conference call and
audio webcast on Wednesday, November 1, at 11:00 AM EDT to discuss third
quarter 2017 financial results. Presentation materials will be posted
prior to the call on the Company's website, www.gptreit.com.

Interested parties may access the live call by dialing (844) 446-4569,
or for international participants (213) 660-0984, using passcode
96693052. Additionally, the live call will be webcast in listen-only
mode on the Company's website at www.gptreit.com
in the Investor Relations section.

A replay of the call will be available at 5:00 PM EDT, November 1, 2017
through midnight, November 15, 2017 by dialing (800) 585-8367, or for
international participants (404) 537-3406, using the access code
96693052.

Disclaimer

Non GAAP Financial Measures

The Company has used non-GAAP financial measures as defined by SEC
Regulation G in this press release. A reconciliation of each non-GAAP
financial measure and the comparable GAAP financial measure can be found
in this release.

         

Gramercy Property Trust

Condensed Consolidated Balance Sheets

(Unaudited, dollar amounts in thousands, except per share data)

 

September
30, 2017

December
31, 2016

Assets:
Real estate investments, at cost:
Land $ 1,004,236 $ 805,264
Building and improvements 4,845,246 4,053,125
Less: accumulated depreciation (297,448 ) (201,525 )
Total real estate investments, net $ 5,552,034 $ 4,656,864
Cash and cash equivalents 68,018 67,529
Restricted cash 19,183 12,904
Investment in unconsolidated equity investments 73,163 101,807
Assets held for sale, net 17,292
Tenant and other receivables, net 75,264 72,795
Acquired lease assets, net of accumulated amortization of $201,010
and $133,710
625,771 618,680
Other assets 110,613   72,948  
Total assets $ 6,541,338   $ 5,603,527  
Liabilities and Equity:
Liabilities:
Senior unsecured revolving credit facility $ 615,097 $ 65,837
Exchangeable senior notes, net 108,832
Mortgage notes payable, net 606,898 558,642
Senior unsecured notes, net 496,684 496,464
Senior unsecured term loans 1,225,000   1,225,000  
Total long-term debt, net 2,943,679 2,454,775
Accounts payable and accrued expenses 58,083 58,380
Dividends payable 61,486 53,074
Below market lease liabilities, net of accumulated amortization of
$27,564 and $26,416
173,577 230,183
Liabilities related to assets held for sale 4,914
Other liabilities 53,993   46,081  
Total liabilities $ 3,295,732   $ 2,842,493  
Commitments and contingencies
Noncontrolling interest in the Operating Partnership 75,139 8,643
Equity:

Common shares, par value $0.01, 160,669,468 and 140,647,971 issued
and outstanding at September 30,
2017 and December 31, 2016,
respectively

1,607 1,406

Series A cumulative redeemable preferred shares, par value $0.01,
liquidation preference $87,500, and
3,500,000 shares
authorized, issued and outstanding at September 30, 2017 and
December 31, 2016

84,394 84,394
Additional paid-in-capital 4,407,953 3,887,793
Accumulated other comprehensive income (loss) 2,118 (4,128 )
Accumulated deficit (1,325,605 ) (1,216,753 )
Total shareholders' equity $ 3,170,467 $ 2,752,712
Noncontrolling interest in other partnerships   (321 )
Total equity $ 3,170,467   $ 2,752,391  
Total liabilities and equity $ 6,541,338   $ 5,603,527  
 
                 

Gramercy Property Trust

Condensed Consolidated Statements of Operations

(Unaudited, dollar amounts in thousands, except per share data)

 
Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Revenues
Rental revenue $ 110,174 $ 100,847 $ 321,717 $ 291,459
Third-party management fees 2,057 7,172 8,287 30,528
Operating expense reimbursements 21,384 21,231 61,380 65,718
Other income 1,240   1,842   4,830   3,357  
Total revenues $ 134,855   $ 131,092   $ 396,214   $ 391,062  
Operating Expenses
Property operating expenses 24,844 22,685 71,249 70,364
Property management expenses 3,252 4,810 8,771 14,922
Depreciation and amortization 66,761 62,863 191,154 181,649
General and administrative expenses 9,638 8,165 27,494 23,892
Acquisition expenses   1,272     5,994  
Total operating expenses 104,495   99,795   298,668   296,821  
Operating Income $ 30,360 $ 31,297 $ 97,546 $ 94,241
Other Expenses:
Interest expense (24,266 ) (18,409 ) (70,561 ) (57,271 )
Net impairment recognized in earnings (4,890 )
Equity in net income (loss) of unconsolidated equity investments 48,730 (1,138 ) 48,884 (4,061 )
Gain on dissolution of previously held U.S. unconsolidated equity
investment interests
7,229
Loss on extinguishment of debt (6,751 ) (13,777 ) (6,691 ) (20,890 )
Impairment of real estate investments (3,064 ) (1,053 ) (21,415 ) (1,053 )
Income (loss) from continuing operations before provision for
taxes
$ 45,009 $ (3,080 ) $ 42,873 $ 18,195
Provision for taxes 598   (331 ) 647   (3,734 )
Income (loss) from continuing operations $ 45,607 $ (3,411 ) $ 43,520 $ 14,461
Income (loss) from discontinued operations before gain on
extinguishment of debt
(24 ) 347 (76 ) 3,115
Gain on extinguishment of debt         1,930  
Income (loss) from discontinued operations $ (24 ) $ 347   $ (76 ) $ 5,045  
Income (loss) before net gain on disposals 45,583 (3,064 ) 43,444 19,506
Net gain on disposals 4,879 2,336 24,258 2,336

Gain on sale of European unconsolidated equity investment
interests held with
a related party

      5,341  
Net Income (loss) $ 50,462 $ (728 ) $ 67,702 $ 27,183
Net income attributable to noncontrolling interest (333 ) (221 ) (374 ) (152 )
Net income (loss) attributable to Gramercy Property Trust 50,129 (949 ) 67,328 27,031
Preferred share dividends (1,559 ) (1,559 ) (4,676 ) (4,676 )
Net Income (loss) available to common shareholders $ 48,570   $ (2,508 ) $ 62,652   $ 22,355  
Basic earnings per share:
Net income (loss) from continuing operations, after preferred
dividends
$ 0.32 $ (0.02 ) $ 0.42 $ 0.11
Net income from discontinued operations     $   $ 0.04  
Net income (loss) available to common shareholders $ 0.32   $ (0.02 ) $ 0.42   $ 0.15  
Diluted earnings per share:
Net income (loss) from continuing operations, after preferred
dividends
$ 0.32 $ (0.02 ) $ 0.42 $ 0.11
Net income from discontinued operations     $   $ 0.04  
Net income (loss) available to common shareholders $ 0.32   $ (0.02 ) $ 0.42   $ 0.15  
Basic weighted average common shares outstanding 152,619,352   140,257,503   147,399,457   141,180,822  
Diluted weighted average common shares outstanding 157,507,213   140,257,503   147,430,882   142,387,709  
 
                 

Gramercy Property Trust

Reconciliation of Non-GAAP Financial Measures

(Unaudited, dollar amounts in thousands, except per share data)

 
Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Net income (loss) attributable to common shareholders $ 48,570 $ (2,508 ) $ 62,652 $ 22,355
Add:
Depreciation and amortization 66,761 62,863 191,154 181,649
FFO adjustments for unconsolidated equity investments (39,393 ) 2,034 (34,803 ) 20,805
Net income attributable to noncontrolling interest 333 221 374 152
Net (income) loss from discontinued operations 24 (347 ) 76 (5,045 )
Impairment of real estate investments 3,064 1,053 21,415 1,053
Less:
Non-real estate depreciation and amortization (202 ) (205 ) (610 ) (672 )
Gain on dissolution of previously held U.S. unconsolidated equity
investment interests
(7,229 )

Gain on sale of European unconsolidated equity investment
interests held with a
related party

(5,341 )
Net gain on disposals (4,879 ) (2,336 ) (24,258 ) (2,336 )
Funds from operations attributable to common shareholders and
unitholders - basic
$ 74,278   $ 60,775   $ 216,000   $ 205,391  
Add:
Interest expense on Exchangeable Senior Notes 1 898 3,055
Non-cash interest expense on Exchangeable Senior Notes 1 564     1,886    
Funds from operations attributable to common shareholders and
unitholders - diluted
$ 75,740   $ 60,775   $ 220,941   $ 205,391  
Add:
Acquisition costs 1,272 5,994
Core FFO adjustments for unconsolidated equity investments 234 508 234 7,429
Other-than-temporary impairments on retained bonds 4,890
Transaction costs 2,354 2,543
Loss on extinguishment of debt 6,751 13,777 6,691 18,960
Net income from discontinued operations related to properties 347 5,140
Mark-to-market on interest rate swaps (93 ) (83 ) (139 ) (817 )

Core funds from operations attributable to common shareholders
and
unitholders - diluted

$ 84,986   $ 76,596   $ 235,160   $ 242,097  
Add:
Non-cash share-based compensation expense 1,993 1,282 6,051 3,704
Amortization of market lease assets 3,863 3,578 9,568 11,254
Amortization of deferred financing costs and non-cash interest 1 552 (409 ) 1,437 (214 )
Amortization of lease inducement costs 112 86 285 259
Non-real estate depreciation and amortization 202 205 610 672
Amortization of free rent received at property acquisition 401 481 941 1,237
Less:
AFFO adjustments for unconsolidated equity investments 269 1,761 262 1,352
Straight-line rent (7,723 ) (6,368 ) (22,441 ) (19,084 )
Amortization of market lease liabilities (3,003 ) (8,137 ) (14,108 ) (21,586 )

Adjusted funds from operations attributable to common
shareholders

and unitholders - diluted

$ 81,652   $ 69,075   $ 217,765   $ 219,691  
 
Funds from operations per share – basic $ 0.48   $ 0.43   $ 1.46   $ 1.45  
Funds from operations per share – diluted $ 0.48   $ 0.43   $ 1.44   $ 1.44  
Core funds from operations per share – basic 1 $ 0.54   $ 0.54   $ 1.55   $ 1.71  
Core funds from operations per share – diluted $ 0.53   $ 0.54   $ 1.53   $ 1.70  
Adjusted funds from operations per share – basic 1 $ 0.52   $ 0.49   $ 1.45   $ 1.55  
Adjusted funds from operations per share – diluted $ 0.51   $ 0.48   $ 1.41   $ 1.54  
 
Basic weighted average common shares outstanding – EPS 152,619,352 140,257,503 147,399,457 141,180,822
Weighted average non-vested share based payment awards 1,056,767
Weighted average partnership units held by noncontrolling interest 1,352,609   339,109   849,338   399,771  
Weighted average common shares and units outstanding 153,971,961   141,653,379   148,248,795   141,580,593  

Diluted weighted average common shares and common share equivalents
outstanding
– EPS

157,507,213 140,257,503 147,430,882 142,387,709
Weighted average partnership units held by noncontrolling interest 1,352,609 339,109 849,338
Weighted average share-based payment awards 405,629 1,173,194 511,460
Weighted average share options 19,423
Dilutive effect of Exchangeable Senior Notes   1,112,329   5,121,388    
Diluted weighted average common shares and units outstanding 159,265,451   142,901,558   153,913,068   142,387,709  
 
1.   For the three and nine months ended September 30, 2017, the Core FFO
and AFFO basic per share calculations exclude Exchangeable Senior
Notes cash interest expense of $898 and $3,055, respectively, and
Exchangeable Senior Notes non-cash interest expense of $564 and
$1,886, respectively.
 

Disclaimers

Non-GAAP Financial Measures

The Company has used non-GAAP financial measures as defined by SEC
Regulation G in this press release. A reconciliation of each non-GAAP
financial measure and the comparable GAAP financial measure can be found
in this release.

Funds from operations ("FFO"): The revised White Paper on FFO approved
by the Board of Governors of the National Association of Real Estate
Investment Trusts, or NAREIT, defines FFO as net income (loss)
(determined in accordance with GAAP), excluding impairment write-downs
of investments in depreciable real estate and investments in
in-substance real estate investments and sales of depreciable operating
properties, plus real estate-related depreciation and amortization
(excluding amortization of deferred financing costs), less distributions
to noncontrolling interests and gains/losses from discontinued
operations and after adjustments for unconsolidated partnerships and
joint ventures.

Core FFO and adjusted funds from operations ("AFFO"): Core FFO and AFFO
are Company defined measures. CORE FFO is presented excluding
transaction costs, gain (loss) on extinguishment of debt,
other-than-temporary impairments on retained bonds, mark-to-market on
interest rate swaps, and one-time charges. AFFO of the Company also
excludes non-cash stock-based compensation expense, amortization of
above and below market leases, amortization of deferred financing costs
and non-cash interest, amortization of lease inducement costs, non-real
estate depreciation and amortization, amortization of free rent received
at property acquisition, and straight-line rent. The Company believes
that Core FFO and AFFO are useful supplemental measures regarding the
Company's operating performances as they provide a meaningful and
consistent comparison of the Company's operating performance and allow
investors to more easily compare the Company's operating results.

FFO, Core FFO and AFFO do not represent cash generated from operating
activities in accordance with GAAP and should not be considered as
alternatives to net income (determined in accordance with GAAP), as
indications of our financial performance, or to cash flow from operating
activities as measures of our liquidity, nor are they entirely
indicative of funds available to fund our cash needs, including our
ability to make cash distributions. Our calculations of FFO, Core FFO
and AFFO may be different from the calculations used by other companies
and, therefore, comparability may be limited.

Forward-looking Information

This press release contains forward-looking information based upon the
Company's current best judgment and expectations. Actual results could
vary from those presented herein. The risks and uncertainties associated
with forward-looking information in this release include, but are not
limited to, factors that are beyond the Company's control, including the
factors listed in the Company's Annual Report on Form 10-K, in the
Company's Quarterly Reports on Form 10-Q and in the Company's Current
Reports on Form 8-K. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. For further information, please
refer to the Company's filings with the Securities and Exchange
Commission.

No Solicitation

This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities, nor shall there
be any sale of these securities, in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.

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