Contact:
Jon W. Clark
Chief Financial Officer
(212) 297-1000
-Or-
Emily Pai
Investor Relations
(212) 297-1000
Gramercy Property Trust Inc. Reports Fourth Quarter and Full Year 2013 Financial Results
Announces Resumption of Common Stock Quarterly Dividend
Highlights
| · | Generated negative funds from operations (“FFO”) of $0.947 million or negative $0.01 per diluted common share for the fourth quarter 2013. For the full year, generated positive FFO of $394.3 million or $6.41 per diluted common share. |
| · | FFO before discontinued operations was $3.5 million or $0.05 per common share for the fourth quarter 2013. For the full year, generated positive FFO before discontinued operations of $1.3 million or $0.02 per diluted common share. |
| · | Generated adjusted funds from operations (“AFFO”) of $3.4 million or $0.05 per fully diluted common share for the fourth quarter 2013. For the full year, generated AFFO of $5.8 million or $0.09 per diluted common share. |
| · | Declared payment of quarterly common stock dividends of $0.035 per common share, to be paid on April 15, 2014 to holders of record as of March 31, 2014. |
| · | In January 2014, paid all accrued and unpaid preferred stock dividends and resumed timely payments of quarterly preferred stock dividends. |
| · | Raised $45.5 million of net proceeds through the private placement of approximately 11.5 million shares of common equity at a price of $4.11 per share. |
| · | Extended the asset management services agreement with an affiliate of KBS Real Estate Investment Trust, Inc. (“KBS”) through December 31, 2016 with a one-year extension option and received payment of $12.0 million from KBS in satisfaction of the profit participation interest under existing agreement. |
| · | During the quarter, acquired 11 properties in eight separate transactions for a total purchase price of approximately $164.9 million (initial cap rate 7.3% and GAAP cap rate 8.3%) with an average lease term of 14 years. |
| · | Ended the fourth quarter of 2013 with cash and cash equivalents of $43.3 million as compared to $28.7 million reported at the end of the prior quarter. |
Summary
NEW YORK, N.Y. – March 13, 2014 – Gramercy Property Trust Inc. (NYSE: GPT) today reported a net loss to common stockholders of $7.7 million, or $0.11 per fully diluted common share for the three months ended December 31, 2013 and net income to common stockholders of $377.7 million, or $6.14 per fully diluted common share for the full year ended December 31, 2013. For the quarter, the Company generated negative FFO of $0.947 million, or negative $0.01 per fully diluted common share, and for the year ended December 31, 2013, FFO was $394.3 million, or $6.41 per fully diluted common share. FFO and net loss to common stockholders include a contingency of approximately $4.4 million or $0.06 and $0.07 per common share for the quarter and year ended December 31, 2013, respectively, related to a transfer tax assessment for a joint venture interest sold by the Company in 2010. The Company believes the transaction was exempt from transfer taxes and intends to vigorously defend against the assessment. The contingency is recorded in discontinued operations. For the quarter, the Company generated AFFO of $3.4 million, or $0.05 per fully diluted common share, and for the year ended December 31, 2013, AFFO was $5.8 million, or $0.09 per fully diluted common share. A reconciliation of FFO and AFFO to net income available to common stockholders is included on page 10 of the press release.
For the fourth quarter of 2013, the Company recognized total revenues of approximately $17.7 million, an increase of 32% over total revenues of $13.4 million reported in the prior quarter. Total revenues for the year ended December 31, 2013 were approximately $56.7 million as compared to $36.8 million for the prior year.
Dividends
The Company, after a hiatus of more than five years, will resume payment of a dividend to common stockholders, beginning with the first quarter of 2014. The board of directors authorized and the Company has declared a dividend of $0.035 per common share for the first quarter of 2014, to be paid on April 15, 2014 to holders of record as of March 31, 2014.
Gordon F. DuGan, Chief Executive Officer, commented, “We are very pleased with the significant milestones achieved in the fourth quarter of 2013. Furthermore, the initiation of a common dividend for the first quarter of 2014 is another important step forward for Gramercy. We are currently focused on Gramercy’s growth trajectory and therefore our dividend policy will be based upon a low payout ratio for the time being. Finally, we are very excited about our prospects for significant growth in 2014.”
The board of directors also authorized and the Company has declared the Series A preferred stock quarterly dividend for the period January 15, 2014 through and including April 14, 2014 in the amount of $0.50781 per share, reflecting an annualized distribution of $2.03125 per share. The preferred stock dividend is payable on April 15, 2014 to holders of record as of March 31, 2014.
In January 2014, the Company paid all accrued preferred stock dividends for prior periods, which as of December 31, 2013, was $37.6 million or $10.23524 per share. The Company also resumed timely payments of dividends on the Company’s preferred stock, beginning with the $0.50781 per share dividend due for the fourth quarter of 2013. The accrued dividend was paid on January 13, 2014, and the quarterly dividend was paid on January 15, 2014.
Property Acquisitions
In the fourth quarter of 2013, the Company acquired 11 properties in eight separate transactions for a total purchase price of approximately $164.9 million with a 14-year average lease term. Subsequent to quarter end, the Company acquired one additional property. Property acquisitions are summarized in the chart below:
| (Dollar amount in thousands) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Purchase | | | | | | Cash | | | GAAP | |
| Investment | | Location | | MSA | | Square Feet | | | Price | | | Occupancy | | | NOI | | | NOI | |
| Industrial Portfolio | | | | | | | | | | | | | | | | | | | |
| Vernon(1) | | Vernon, CA | | Los Angeles | | | 120,506 | | | $ | 14,750 | | | | 100 | % | | $ | 922 | | | $ | 1,186 | |
| Allentown | | Allentown, PA | | Allentown | | | 480,000 | | | | 36,830 | | | | 100 | % | | | 2,497 | | | | 2,825 | |
| Chicago Bus Depot | | Chicago, IL | | Chicago | | | 36,500 | | | | 5,750 | | | | 100 | % | | | 474 | | | | 518 | |
| Franklin Park Auto Rental | | Franklin Park, IL | | Chicago | | | 22,872 | | | | 8,000 | | | | 100 | % | | | 604 | | | | 604 | |
| Waco | | Waco, TX | | Waco | | | 303,000 | | | | 24,400 | | | | 100 | % | | | 1,964 | | | | 2,288 | |
| Beverage Distribution Portfolio(2) | | Various - IN, IL | | Various | | | 665,569 | | | | 47,802 | | | | 100 | % | | | 3,394 | | | | 3,882 | |
| Austin | | Austin, TX | | Austin | | | 120,347 | | | | 9,490 | | | | 100 | % | | | 717 | | | | 791 | |
| Yuma | | Yuma, AZ | | Yuma | | | 216,727 | | | | 17,850 | | | | 100 | % | | | 1,428 | | | | 1,649 | |
| | | | | | | | 1,965,521 | | | $ | 164,872 | | | | 100 | % | | $ | 12,000 | | | $ | 13,743 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Closed Since Quarter End | | | | | | | | | | | | | | | | | | | | | | | | |
| Des Plaines | | Des Plaines, IL | | Chicago | | | 115,472 | | | $ | 6,300 | | | | 100 | % | | $ | 479 | | | $ | 533 | |
| | | | | | | | 115,472 | | | $ | 6,300 | | | | 100 | % | | $ | 479 | | | $ | 533 | |
(1) Includes two separate properties located in Vernon, CA.
(2) Portfolio includes three properties located in: Lawrence, IN, Peru, IL and Galesburg, IL.
In the fourth quarter of 2013, the Company also secured $75.4 million in senior mortgage financing for four properties. In connection with the acquisition of the Beverage Distribution portfolio in November 2013, the Company assumed a $22.6 million, six-year first mortgage at a fixed rate of 4.00%. In addition, the Company closed on a $12.6 million 10-year first mortgage financing for the Yuma, Arizona property at a fixed rate of 5.15%. In December 2013, the Company closed a $24.1 million ten-year first mortgage with a fixed rate of 5.07% for the Allentown, Pennsylvania property and a $16.1 million seven-year floating rate first mortgage with a rate of One Month LIBOR plus 2.10% for the Waco, Texas property. In connection with the financing, the Company entered into a fixed rate swap agreement with the lender, co-terminus with the mortgage, whereby the Company will pay an effective fixed rate of 4.55%.
Subsequent to quarter end, the Company acquired an 115,472 square foot industrial facility in Des Plaines, Illinois (Chicago metropolitan statistical area), for a purchase price of approximately $6.3 million (initial cap rate 7.60% and GAAP cap rate 8.47%) with a 12-year average lease term and annual rent escalations throughout the term. In connection with the purchase, the Company assumed a $2.7 million first mortgage loan with a fixed rate of 5.25%.
Credit Facility
In September 2013, the Company entered into a $100.0 million senior secured revolving credit facility (the “Credit Facility”) with Deutsche Bank Securities, Inc., as lead arranger and bookrunner, and Deutsche Bank AG New York, as administrative agent. The Credit Facility included a $50.0 million accordion feature allowing the Company to increase the Credit Facility up to $150.0 million, which was exercised by the Company and approved by the lenders in February 2014. The maturity date of the revolving credit facility is September 2015, with an option for a one-year extension. The Credit Facility is guaranteed by the Company and is secured by first priority mortgages on designated properties that make up the borrowing base at a value as defined under the agreement. Advances under the Credit Facility are at a floating rate of interest based upon, at the Company’s option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the applicable base rate which is the greater of the Prime Rate, 0.50% above the Federal Funds Rate, or 30-day LIBOR plus 1.00%. The applicable LIBOR margin will range from 1.90% to 2.75%, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross assets. As of December 31, 2013, the Company has $45.0 million in outstanding borrowings under the Credit Facility and the Company was in compliance with the covenants under the Credit Facility. Subsequent to year end, the Company has borrowed an additional $23.0 million under the Credit Facility, bringing the current borrowing balance to $68.0 million. TheCredit Facility has a borrowing availability of $37.7 million as of December 31, 2013 and $23.6 million currently.
Private Placement
In October 2013, the Company issued 11,535,200 unregistered common shares at a purchase price of $4.11 per share, raising net proceeds of approximately $45.5 million through a private placement (the “Private Placement”) pursuant to a common stock purchase agreement (the “Purchase Agreement”). Investors in the Private Placement received one Contingent Value Right (“CVR”) per common share, which entitles the CVR holder to limited downside protection in the form of a one-time cash payment on April 1, 2014 (not to exceed $0.46 per share) in the event the Company’s volume weighted average share price for the ten trading-day period ending March 25, 2014 (the “Lock-Up Date”) is less than the per share purchase price of $4.11 per share. Private Placement investors have agreed not to sell the common stock purchased until the Lock-Up Date. The estimated fair value of the CVR as of December 31, 2013 was $115,400, which is recorded as an unrealized loss on the Company’s statement of operations. Prior to the Lock-Up Date, if the Company issues common stock or securities convertible into common stock, the investors will have ability to: (i) purchase their pro rata portion of all or any part of the Company’s new issuance, and (ii) elect the benefit of any different terms provided to the new investors.
The Company used the net proceeds from the Private Placement for property acquisitions, payment of accrued preferred dividends and general corporate purposes.
Gramercy Asset Management
The Company’s asset and property management business, which operates under the name Gramercy Asset Management, currently manages for third-parties approximately $1.4 billion of commercial properties leased primarily to regulated financial institutions and affiliated users throughout the United States.
In the fourth quarter 2013, Gramercy Asset Management recognized fee revenues of $10.6 million in property management, asset management, administrative and incentive fees. The Gramercy Asset Management business generates most of its fee revenues from an asset management agreement with KBS. In December 2013, the asset management agreement with KBS was extended through December 31, 2016 with a one-year extension option through December 31, 2017, and provides for incentive fees in the form of profit participation ranging from 10%-30% of incentive profits to be paid in connection with property sales. As part of the extension of the asset management agreement with KBS, the Company was paid $12.0 million in satisfaction of the Company’s profit participation interest under the original agreement.
Bank Of America Portfolio Joint Venture
For the fourth quarter of 2013, the Company’s interest in the Bank of America Portfolio Joint Venture resulted in a $3.0 million net loss as summarized below (amounts in thousands):
| | | Three months ended | |
| | | December 31, 2013 | |
| Income from core properties | | $ | (245 | ) |
| Loss from held-for-sale properties | | | (480 | ) |
| Net impairment of held-for-sale and sold properties | | | (2,232 | ) |
| | | | | |
| Equity in net loss from joint venture(1) | | $ | (2,957 | ) |
| | | | | |
| Distributions from the joint venture | | $ | 4,640 | |
| (1) | The Company’s Statement of Operations also includes a net contribution of $103 from its Philips Building joint venture for a total equity in net loss from joint ventures of $2,854. |
The Company’s proportionate share of the income generated by its joint venture interests includes $2.0 million of real estate-related depreciation and amortization, which when added back, results in a contribution of $4.3 million to the Company’s FFO for the three months ended December 31, 2013.
The Bank of America Portfolio Joint Venture sold a total of ten held-for-sale properties during the fourth quarter of 2013 for net proceeds to the Joint Venture of approximately $10.8 million. The Joint Venture recorded a non-cash impairment of approximately $4.9 million in the fourth quarter of 2013 related to the held-for-sale and sold properties.
Corporate
As of December 31, 2013, the Company maintained $43.3 million of unrestricted cash as compared to approximately $28.7 million reported at the end of the prior quarter.
Management, general and administrative (“MG&A”) expenses were $4.8 million and $4.7 million for the three months ended December 31, 2013 and September 30, 2013, respectively. MG&A expenses were $18.2 million and $25.3 million for the twelve months ended December 31, 2013 and 2012, respectively. The reduced year-over-year MG&A reflects reductions due to the sale of the collateral management and sub-special servicing contracts for the Company’s three CDOs, dispositions of certain non-core legacy assets and the exit from the commercial real estate finance business in March 2013, the closing of a satellite property management office, reductions in employee headcount and rebidding of professional consulting and insurance contracts. The increase in quarter-over-quarter MG&A is primarily attributable to slightly higher compensation expense in the fourth quarter 2013. The Company’s MG&A expenses were related to the following business lines:
| (Dollar amount in thousands) | | Three Months Ended | | | Twelve Months Ended | |
| | | December 31, | | | September 30, | | | December 31, | | | December 31, | |
| | | 2013 | | | 2013 | | | 2013 | | | 2012 | |
| Corporate / Investments | | $ | 3,783 | | | $ | 3,667 | | | $ | 14,446 | | | $ | 21,743 | |
| Asset Management | | | 1,061 | | | | 1,005 | | | | 3,764 | | | | 3,592 | |
| Total | | $ | 4,844 | | | $ | 4,672 | | | $ | 18,210 | | | $ | 25,335 | |
Company Profile
Gramercy Property Trust Inc. is a fully-integrated, self-managed commercial real estate investment company focused on acquiring and managing income-producing industrial and office properties net leased to high quality tenants in major markets throughout the United States. The Company also operates an asset management business that manages for third-parties, including our Bank of America Portfolio Joint Venture, commercial real estate assets.
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 (212) 297-1000.
Conference Call
The Company's executive management team will host a conference call and audio webcast on Thursday, March 13, 2014, at 2:00 PM EDT to discuss fourth quarter and full year 2013 financial results. During the call, the management team will also present the Company’s Run-Rate FFO guidance estimates for 2014. Presentation materials will be posted prior to the call on the Company’s website, www.gptreit.com, in the Investor Relations section under the “Events and Presentations” tab.
The live call will be webcast in listen-only mode on the Company’s website at www.gptreit.com and on Thomson’s StreetEvents Network. The presentation may also be accessed by dialing (888) 771-4371 - Domestic or (847) 585-4405 - International, using pass code “GRAMERCY”.
A replay of the call will be available from March 13, 2013 at 5:00 PM EDT through March 16, 2014 at 11:59 PM EDT by dialing (888) 843-7419 - Domestic or (630) 652-3042 - International, using pass code 3669-5161#.
(GPT-EN)
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 on page 10 of this release.
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 those listed in the Company's Annual Report on Form 10-K and in the Company's Quarterly Reports on Form 10-Q. 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.
Selected Financial Data:
Gramercy Property Trust Inc.
Condensed Consolidated Balance Sheets
(Unaudited, dollar amounts in thousands, except per share data)
| | | December 31, 2013 | | | December 31, 2012 | |
| Assets | | | | | | | | |
| Real estate investments, at cost: | | | | | | | | |
| Land | | $ | 73,131 | | | $ | 1,800 | |
| Building and improvements | | | 264,581 | | | | 21,359 | |
| Less: accumulated depreciation | | | (4,247 | ) | | | (50 | ) |
| Total real estate investment directly owned | | | 333,465 | | | | 23,109 | |
| | | | | | | | | |
| Cash and cash equivalents | | | 43,333 | | | | 105,402 | |
| Restricted cash | | | 179 | | | | 12 | |
| Investments in Joint Ventures | | | 39,385 | | | | 72,742 | |
| Servicing advances receivable | | | 8,758 | | | | - | |
| Retained CDO bonds | | | 6,762 | | | | - | |
| Assets held for sale, net (includes consolidated VIEs of $0 and $1,913,353, respectively) | | | - | | | | 1,952,264 | |
| Tenant and other receivables, net | | | 5,976 | | | | 4,123 | |
| Acquired lease assets, net of accumulated amortization of $1,596 and $42 | | | 40,960 | | | | 4,386 | |
| Deferred costs, net of accumulated amortization of $634 and $2,033 | | | 5,815 | | | | 415 | |
| Other assets | | | 7,030 | | | | 6,383 | |
| Total assets | | $ | 491,663 | | | $ | 2,168,836 | |
| | | | | | | | | |
| Liabilities and Equity (Deficit): | | | | | | | | |
| Liabilities: | | | | | | | | |
| Secured revolving credit facility | | $ | 45,000 | | | $ | - | |
| Mortgage notes payable | | | 122,180 | | | | - | |
| Total long term, secured debt | | | 167,180 | | | | - | |
| | | | | | | | | |
| Accounts payable and accrued expenses | | | 11,517 | | | | 8,908 | |
| Dividends payable | | | 37,600 | | | | 30,438 | |
| Accrued interest payable | | | 81 | | | | - | |
| Deferred revenue | | | 1,581 | | | | 33 | |
| Below market lease liabilities, net of accumulated amortization of $300 and $4 | | | 6,077 | | | | 458 | |
Liabilities related to assets held for sale (includes consolidated VIEs of $0 and $2,654,109, respectively) | | | - | | | | 2,380,162 | |
| Derivative instruments, at fair value | | | 302 | | | | - | |
| Other liabilities | | | 852 | | | | 665 | |
| Total liabilities | | | 225,190 | | | | 2,420,664 | |
| | | | | | | | | |
| Commitments and contingencies | | | - | | | | - | |
| | | | | | | | | |
| Equity (deficit): | | | | | | | | |
Common stock, par value $0.001, 100,000,000 and 96,000,000 shares authorized,
71,313,043 and 60,731,002 shares issued and outstanding at December 31, 2013
and 2012, respectively. | | | 71 | | | | 57 | |
Common stock, Class B-1, par value $0.001, 0 and 2,000,000 shares authorized,
issued and outstanding at December 31, 2013 and 2012, respectively. | | | - | | | | 2 | |
Common stock, Class B-2, par value $0.001, 0 and 2,000,000 shares authorized,
issued and outstanding at December 31, 2013 and 2012, respectively. | | | - | | | | 2 | |
Series A cumulative redeemable preferred stock, par value $0.001, liquidation
preference $88,146, 4,600,000 shares authorized, 3,525,822 shares issued
and outstanding at December 31, 2013 and 2012, respectively. | | | 85,235 | | | | 85,235 | |
| Additional paid-in-capital | | | 1,149,896 | | | | 1,102,227 | |
| Accumulated other comprehensive loss | | | (1,405 | ) | | | (95,265 | ) |
| Accumulated deficit | | | (967,324 | ) | | | (1,344,989 | ) |
| Total Gramercy Property Trust Inc.'s stockholders' equity (deficit) | | | 266,473 | | | | (252,731 | ) |
| Non-controlling interest | | | - | | | | 903 | |
| Total equity (deficit) | | | 266,473 | | | | (251,828 | ) |
| Total liabilities and equity (deficit) | | $ | 491,663 | | | $ | 2,168,836 | |
Gramercy Property Trust Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited, dollar amounts in thousands, except per share data)
| | | Three Months Ended December 31, | | | Year ended December 31, | |
| | | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
| | | | | | | | | | | | | |
| Revenues: | | | | | | | | | | | | | | | | |
| Management fees | | $ | 10,621 | | | $ | 7,905 | | | $ | 40,896 | | | $ | 34,667 | |
| Rental revenue | | | 5,697 | | | | 262 | | | | 12,181 | | | | 267 | |
| Investment income | | | 484 | | | | 301 | | | | 1,717 | | | | 600 | |
| Operating expense reimbursements | | | 439 | | | | 174 | | | | 1,203 | | | | 174 | |
| Other income | | | 471 | | | | 1,024 | | | | 707 | | | | 1,113 | |
| Total revenues | | | 17,712 | | | | 9,666 | | | | 56,704 | | | | 36,821 | |
| | | | | | | | | | | | | | | | | |
| Expenses: | | | | | | | | | | | | | | | | |
| Property operating expenses: | | | | | | | | | | | | | | | | |
| Property management expenses | | | 4,853 | | | | 5,275 | | | | 20,868 | | | | 21,380 | |
| Property operating expenses | | | 508 | | | | 420 | | | | 1,411 | | | | 1,846 | |
| Total property operating expenses | | | 5,361 | | | | 5,695 | | | | 22,279 | | | | 23,226 | |
| | | | | | | | | | | | | | | | | |
| Other-than-temporary impairment | | | 1,657 | | | | - | | | | 3,339 | | | | - | |
| Portion of impairment recognized in other comprehensive loss | | | (1,337 | ) | | | - | | | | (1,337 | ) | | | - | |
| Net impairment recognized in earnings | | | 320 | | | | - | | | | 2,002 | | | | - | |
| Interest expense | | | 1,109 | | | | - | | | | 1,732 | | | | - | |
| Depreciation and amortization | | | 2,533 | | | | 128 | | | | 5,675 | | | | 256 | |
| Management, general and administrative | | | 4,844 | | | | 4,042 | | | | 18,210 | | | | 25,335 | |
| Unrealized loss on derivative Instruments | | | 115 | | | | - | | | | 115 | | | | - | |
| Business acquisition costs | | | 1,321 | | | | 111 | | | | 2,808 | | | | 111 | |
| Total expenses | | | 15,603 | | | | 9,976 | | | | 52,821 | | | | 48,928 | |
| | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations before equity in loss from joint venture and provision for taxes | | | 2,109 | | | | (310 | ) | | | 3,883 | | | | (12,107 | ) |
| | | | | | | | | | | | | | | | | |
| Equity in net loss from joint venture | | | (2,854 | ) | | | (2,992 | ) | | | (5,662 | ) | | | (2,904 | ) |
| | | | | | | | | | | | | | | | | |
| Loss from continuing operations before provision for taxes and discontinued operations | | | (745 | ) | | | (3,302 | ) | | | (1,779 | ) | | | (15,011 | ) |
| | | | | | | | | | | | | | | | | |
| Provision for taxes | | | (803 | ) | | | 48 | | | | (6,393 | ) | | | (3,330 | ) |
| | | | | | | | | | | | | | | | | |
| Net loss from continuing operations | | | (1,548 | ) | | | (3,254 | ) | | | (8,172 | ) | | | (18,341 | ) |
| | | | | | | | | | | | | | | | | |
| Net income (loss) from discontinued operation with a third party | | | (4,399 | ) | | | (149,253 | ) | | | 5,057 | | | | (169,174 | ) |
| Gain on sale of joint venture interest to a director related entity | | | - | | | | - | | | | 1,317 | | | | - | |
| Net gains from disposals | | | - | | | | 3,919 | | | | 389,140 | | | | 15,967 | |
| Provision for taxes | | | - | | | | - | | | | (2,515 | ) | | | - | |
| | | | | | | | | | | | | | | | | |
| Net income (loss) from discontinued operations | | | (4,399 | ) | | | (145,334 | ) | | | 392,999 | | | | (153,207 | ) |
| | | | | | | | | | | | | | | | | |
| Net income (loss) attributable to Gramercy Property Trust Inc. | | | (5,947 | ) | | | (148,588 | ) | | | 384,827 | | | | (171,548 | ) |
| | | | | | | | | | | | | | | | | |
| Accrued preferred stock dividends | | | (1,792 | ) | | | (1,792 | ) | | | (7,162 | ) | | | (7,162 | ) |
| | | | | | | | | | | | | | | | | |
| Net income (loss) available to common stockholders | | $ | (7,739 | ) | | $ | (150,380 | ) | | $ | 377,665 | | | $ | (178,710 | ) |
| | | | | | | | | | | | | | | | | |
| Other comprehensive income: | | | | | | | | | | | | | | | | |
| Unrealized loss on available for sale securities | | | - | | | | - | | | | (3,221 | ) | | | - | |
| Reclassification adjustment for net realized losses (gains) included in net income (loss) | | | - | | | | - | | | | 2,002 | | | | - | |
| Unrealized loss on derivative instruments | | | - | | | | - | | | | (187 | ) | | | - | |
| Reclassification of unrealized holding gains on securities and derivative instruments due to the disposal of Gramercy Finance | | | (1,523 | ) | | | 238,329 | | | | 95,265 | | | | 345,674 | |
| | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss) | | | (1,523 | ) | | | 238,329 | | | | 93,859 | | | | 345,674 | |
| | | | | | | | | | | | | | | | | |
| Comprehensive income (loss) attributable to Gramercy Property Trust Inc. | | | (7,470 | ) | | | 89,741 | | | | 478,686 | | | | 174,126 | |
| | | | | | | | | | | | | | | | | |
| Comprehensive income (loss) attributable to common stockholders | | $ | (9,262 | ) | | $ | 87,949 | | | $ | 471,524 | | | $ | 166,964 | |
| | | | | | | | | | | | | | | | | |
| Basic earnings per share: | | | | | | | | | | | | | | | | |
| Net loss from continuing operations, net of preferred stock dividends | | $ | (0.05 | ) | | $ | (0.09 | ) | | $ | (0.25 | ) | | $ | (0.49 | ) |
| Net income (loss) from discontinued operations | | | (0.06 | ) | | | (2.69 | ) | | | 6.39 | | | | (2.95 | ) |
| Net income (loss) available to common stockholders | | $ | (0.11 | ) | | $ | (2.78 | ) | | $ | 6.14 | | | $ | (3.44 | ) |
| | | | | | | | | | | | | | | | | |
| Diluted earnings per share: | | | | | | | | | | | | | | | | |
| Net loss from continuing operations, net of preferred stock dividends | | $ | (0.05 | ) | | $ | (0.09 | ) | | $ | (0.25 | ) | | $ | (0.49 | ) |
| Net income (loss) from discontinued operations | | | (0.06 | ) | | | (2.69 | ) | | | 6.39 | | | | (2.95 | ) |
| Net income (loss) available to common stockholders | | $ | (0.11 | ) | | $ | (2.78 | ) | | $ | 6.14 | | | $ | (3.44 | ) |
| | | | | | | | | | | | | | | | | |
| Basic weighted average common shares outstanding | | | 69,724,546 | | | | 54,039,273 | | | | 61,500,847 | | | | 51,976,462 | |
| | | | | | | | | | | | | | | | | |
| Diluted weighted average common shares and common share equivalent outstanding | | | 69,724,546 | | | | 54,039,273 | | | | 61,500,847 | | | | 51,976,462 | |
Gramercy Property Trust Inc.
Reconciliation of Non-GAAP Financial Measure
(Unaudited, dollar amounts in thousands, except per share data)
| | | For the Three Months Ended | | | For the Year Ended | |
| | | December 31, 2013 | | | December 31, 2012 | | | December 31, 2013 | | | December 31, 2012 | |
| Net income (loss) available to common shareholders | | $ | (7,739 | ) | | $ | (150,380 | ) | | $ | 377,665 | | | $ | (178,710 | ) |
| Add: | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | 2,824 | | | | 959 | | | | 6,449 | | | | 5,205 | |
| FFO adjustments for unconsolidated joint ventures | | | 4,305 | | | | 468 | | | | 11,111 | | | | 669 | |
| Non-cash impairment of real estate investments | | | - | | | | 26,698 | | | | - | | | | 35,043 | |
| Less: | | | | | | | | | | | | | | | | |
| Non-real estate depreciation and amortization | | | (337 | ) | | | (595 | ) | | | (952 | ) | | | (4,059 | ) |
| Gain on sale of real estate | | | - | | | | (3,919 | ) | | | - | | | | (15,915 | ) |
| Funds from operations | | | (947 | ) | | | (126,769 | ) | | | 394,273 | | | | (157,767 | ) |
| | | | | | | | | | | | | | | | | |
| (Income) loss from discontinued operations | | | 4,399 | | | | 145,334 | | | | (392,999 | ) | | | 153,207 | |
| FFO adjustment for discontinued operations | | | - | | | | (26,742 | ) | | | (7 | ) | | | (23,876 | ) |
| FFO before discontinued operations | | | 3,452 | | | | (8,177 | ) | | | 1,267 | | | | (28,436 | ) |
| | | | | | | | | | | | | | | | | |
| Add: | | | | | | | | | | | | | | | | |
| Property acquisition costs | | | 1,321 | | | | 111 | | | | 2,808 | | | | 111 | |
| Non-cash stock-based compensation expense | | | 575 | | | | 289 | | | | 2,147 | | | | 2,433 | |
| Amortization of above market lease assets | | | 150 | | | | 12 | | | | 266 | | | | 12 | |
| Amortization of deferred financing costs | | | 232 | | | | - | | | | 167 | | | | - | |
| Other-than-temporary impairments on retained bonds | | | 320 | | | | - | | | | 2,002 | | | | - | |
| Return on construction advances | | | 94 | | | | - | | | | 153 | | | | - | |
| AFFO adjustments for joint ventures | | | (281 | ) | | | 2,637 | | | | 3,973 | | | | 2,677 | |
| Less: | | | | | | | | | | | | | | | | |
| Straight-lined rent | | | (618 | ) | | | (37 | ) | | | (1,015 | ) | | | (37 | ) |
| Amortization of below market lease liabilities | | | (90 | ) | | | (4 | ) | | | (296 | ) | | | (4 | ) |
| Incentive fees, net of taxes | | | (1,776 | ) | | | (159 | ) | | | (5,675 | ) | | | (708 | ) |
| | | | | | | | | | | | | | | | | |
| Adjusted Funds from Operations | | $ | 3,379 | | | $ | (5,328 | ) | | $ | 5,797 | | | $ | (23,952 | ) |
| | | | | | | | | | | | | | | | | |
| Funds from operations per share - basic | | $ | (0.01 | ) | | $ | (2.36 | ) | | $ | 6.41 | | | $ | (3.04 | ) |
| | | | | | | | | | | | | | | | | |
| Funds from operations per share - diluted | | $ | (0.01 | ) | | $ | (2.36 | ) | | $ | 6.41 | | | $ | (3.04 | ) |
| | | | | | | | | | | | | | | | | |
| FFO before discontinued operations per share - basic | | $ | 0.05 | | | $ | (0.15 | ) | | $ | 0.02 | | | $ | (0.55 | ) |
| | | | | | | | | | | | | | | | | |
| FFO before discontinued operations per share - diluted | | $ | 0.05 | | | $ | (0.15 | ) | | $ | 0.02 | | | $ | (0.55 | ) |
| | | | | | | | | | | | | | | | | |
| Adjusted funds from operations per share - basic | | $ | 0.05 | | | $ | (0.10 | ) | | $ | 0.09 | | | $ | (0.46 | ) |
| | | | | | | | | | | | | | | | | |
| Adjusted funds from operations per share - diluted | | $ | 0.05 | | | $ | (0.10 | ) | | $ | 0.09 | | | $ | (0.46 | ) |
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, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to non-controlling interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance, or to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it entirely indicative of funds available to fund our cash needs, including our ability to make cash distributions. Our calculation of FFO may be different from the calculation used by other companies and, therefore, comparability may be limited.
