Press Release

Gramercy Property Trust Inc. Reports Fourth Quarter and Full Year 2014 Financial Results

Company Release - 3/6/2015 8:30 AM ET

NEW YORK--(BUSINESS WIRE)-- Gramercy Property Trust Inc. (NYSE:GPT):

HIGHLIGHTS

  • Generated Core FFO of $13.5 million or $0.10 per diluted common share for the fourth quarter of 2014. For the full year, generated Core FFO of $32.0 million or $0.30 per diluted common share.
  • Generated NAREIT defined funds from operations (“FFO”) of $6.5 million or $0.05 per diluted common share for the fourth quarter of 2014. For the full year generated FFO of $12.3 million or $0.11 per diluted common share.
  • Generated adjusted funds from operations (“AFFO”) of $13.1 million or $0.09 per diluted common share for the fourth quarter of 2014. For the full year, generated AFFO of $31.6 million or $0.29 per diluted common share.
  • Reaffirming Core FFO guidance of $0.45 - $0.50 per diluted common share for the full year 2015 and acquisition volume of $600.0 million - $900.0 million for 2015.
  • Increased the quarterly common stock dividend 43% to $0.05 per common share, paid on January 15, 2015 to holders of record as of December 31, 2014.
  • In December 2014, raised $336.1 million of net proceeds through a public offering of 59,800,000 shares of common stock.
  • In December 2014, the Company launched the €352.5 million Gramercy European Property Fund with investment partners EJF Capital LLC, Fir Tree Partners and Senator Investor Group LP, targeting single-tenant net leased assets and sale-leaseback opportunities across Europe. Simultaneously, the Company acquired ThreadGreen Europe Limited, providing the Company with immediate in-house investment and management capabilities throughout Europe.
  • During the fourth quarter of 2014, acquired 13 properties in 12 separate transactions for a total purchase price of approximately $162.4 million (initial cap rate 7.2% and annualized straight-line cap rate 7.8%) with an average weighted lease term of 8.1 years. Exceeded projected acquisition target of $600.0 million for 2014, acquiring 100 properties in 28 separate transactions for a total purchase price of approximately $636.5 million.
  • Subsequent to year end, the Company acquired nine additional properties for a total purchase price of approximately $144.5 million (6.8% initial cap rate; 7.2% annualized straight-line cap rate) with an average weighted lease term of approximately 9.8 years.

SUMMARY

Gramercy Property Trust Inc. (NYSE:GPT) today reported a net loss to common stockholders of $7.2 million, or $0.05 per fully diluted common share for the three months ended December 31, 2014 and net income to common stockholders of $44.6 million, or $0.41 per fully diluted common share for the full year ended December 31, 2014. For the quarter, the Company generated FFO of $6.5 million, or $0.05 per fully diluted common share, and for the year ended December 31, 2014, FFO was $12.3 million, or $0.11 per fully diluted common share. FFO and net loss to common stockholders includes acquisition costs of $2.9 million or $0.02 per diluted common share and other-than-temporary impairment (“OTTI”) on its retained bonds of $4.1 million or $0.03 per diluted common share for the quarter ended December 31, 2014. For the year, acquisition costs were $6.2 million or $0.06 per diluted common share and OTTI was $4.8 million or $0.04 per diluted common share. For the quarter, the Company generated Core FFO of $13.5 million, or $0.10 per fully diluted common share, and for the year ended December 31, 2014, Core FFO was $32.0 million, or $0.30 per fully diluted common share. For the quarter, the Company generated AFFO of $13.1 million, or $0.09 per fully diluted common share, and for the year ended December 31, 2014, AFFO was $31.6 million, or $0.29 per fully diluted common share. A reconciliation of FFO, Core FFO and AFFO to net income available to common stockholders is included on page 10 of the press release.

The Company also reaffirms its previously announced outlook for 2015 with an expected Core FFO of $0.45 - $0.50 per diluted common share. This assumes contribution from asset management business of approximately $4.4 million net of tax, management, general and administrative expenses of approximately $17.0 million, including non-cash stock compensation expense and 2015 acquisitions having an aggregate gross purchase price (including debt assumed) of $600.0 million - $900.0 million (inclusive of the Company’s previous announcement to acquire 12 assets from Dividend Capital Diversified Property Fund Inc. for approximately $399.0 million).

The Company declared a fourth quarter 2014 dividend of $0.05 per common share, an increase of approximately 43% over the previous quarterly dividend.

For the fourth quarter of 2014, the Company recognized total revenues of approximately $37.4 million, an increase of 9.0% over total revenues of $34.3 million reported in the prior quarter. Total revenues for the year ended December 31, 2014 were approximately $107.9 million as compared to $56.7 million for the prior year.

COMMON STOCK OFFERING

In December 2014, the Company completed an underwritten public offering of 59,800,000 shares of its common stock, which includes the exercise in full by the underwriters of their option to purchase 7,800,000 additional shares of common stock. The shares of common stock were issued at a public offering price of $5.90 per share and the net proceeds from the offering were approximately $336.1 million. A portion of the net proceeds were used to repay all outstanding borrowings under the Company’s revolving credit facility and to fund previously announced acquisitions. The remaining proceeds will be used for general corporate purposes, including acquisitions of target assets with the Company’s investment strategies and for working capital purposes.

GRAMERCY EUROPE PROPERTY FUND

In December 2014, the Company launched the €352.5 million Gramercy European Property Fund with investment partners EJF Capital LLC, Fir Tree Partners and Senator Investor Group LP, targeting single-tenant net leased assets and sale-leaseback opportunities across Europe. The Company has a total commitment of €50.0 million to the fund, none of which has been funded as of December 31, 2014. Simultaneously, the Company acquired ThreadGreen Europe Limited (renamed “Gramercy Europe Asset Management”). With the Gramercy Europe Asset Management purchase, Gramercy has a fully-integrated presence in Europe, including investment personnel, asset management capability as well as all support functions in those areas. Principals of the Company and Gramercy Europe Asset Management worked together for a number of years at W. P. Carey & Co., where Alistair Calvert, Managing Director of Gramercy Europe Asset Management, along with Michael Heal, Director of Gramercy Europe Asset Management, ran the London office of W. P. Carey from December 2004 to June 2006. Gramercy Europe Asset Management currently manages approximately €146.4 million in single-tenant industrial and office assets located in Germany, Finland and Switzerland.

Through Gramercy Europe Asset Management, the Company will earn revenues on its pro-rata interest in the Gramercy European Property Fund, asset management fees on the third-party capital invested in the fund and asset management revenues on properties currently managed by Gramercy Europe Asset Management.

PROPERTY ACQUISITIONS

In 2014, the Company acquired 100 properties aggregating to approximately 9.0 million square feet in 28 transactions for a total purchase price of approximately $636.5 million, including the acquisition of the remaining 50.0% equity interest in the Bank of America Portfolio.

In the fourth quarter of 2014, the Company acquired 13 properties in 12 separate transactions for a total purchase price of approximately $162.4 million (7.2% initial cap rate; 7.8% annualized straight-line cap rate) with a weighted average lease term of approximately 8.1 years. Subsequent to year end, the Company acquired nine additional properties for a total purchase price of approximately $144.5 million (6.8% initial cap rate; 7.2% annualized straight-line cap rate) with a weighted average lease term of approximately 9.8 years.

Two of the nine subsequent acquisitions were acquired on March 5, 2015 for a total purchase price of approximately $62.5 million. The first property is an approximately 207,000 square foot R&D manufacturing facility located in San Jose, California, which is leased through October 2027 to a leading precision sheet metal fabrication company. The second property is an approximately 215,000 square foot manufacturing and warehouse facility located in Kent, Washington (Seattle MSA), which is leased to two tenants with a 6-year average weighted lease term.

Property acquisitions are summarized in the chart below:

                           
(Dollar amount in thousands)                                            
Purchase Cash

S/L

Location       MSA     Property Type     Square Feet     Price     Occupancy     NOI    

NOI

Industrial Portfolio
Bolingbrook, IL Chicago Class B Industrial 225,203 $ 14,750 100% $ 918 $ 1,084
Downers Grove, IL Chicago Class B Industrial 109,000 10,510 100% 689 784
Hamlet, NC Greater Charlotte Class B Industrial 310,673 12,355 100% 988 1,053
Buffalo Grove, IL / Burr Ridge, IL (1) Chicago Class B Industrial 107,014 9,250 100% 710 754
Midway, GA Savannah Class A Industrial 502,854 20,000 100% 1,372 1,497
Groveport, OH Columbus Class B Industrial 240,000 7,200 100% 602

 

619
Lewisville, TX Dallas/Ft. Worth Class B Industrial 115,459 6,800 100% 516 537
Rolling Meadows, IL Chicago Class B Industrial 93,614 9,870 100% 740 804
Puyallup, WA Seattle Class B Industrial 108,644 11,600 100% 704 794
Morrow, GA Atlanta Class B Industrial 203,850 7,000 100% 506 531
Miami, FL Miami Class B Industrial 187,749 10,060 100% 773 846
 
Office/Banking Center Portfolio
Westlake Village, CA Los Angeles Class B Office 253,720 43,000 100% 3,152 3,398
                                             
                    2,457,780     $ 162,395     100%     $ 11,670     $ 12,701
 
Closed Since Quarter End
Kent, WA Seattle Class B Industrial 214,970 $ 18,500 100% $ 1,113 $ 1,179
San Jose, CA San Francisco Class B Industrial 207,006 44,000 100% 2,785 3,038
Milwaukee, Oak Creek, Sussex, WI (2) Milwaukee Class B Industrial 452,752 19,750 100% 1,704 1,745
Charlotte, NC Charlotte Class B Office 113,600 18,200 100% 1,224 1,361
Milford, CT New Haven Industrial - Truck Terminal 24,450 6,400 100% 463 456
Cinnaminson, NJ Philadelphia Class B Industrial 465,000 27,060 100% 1,651 1,800
St. Louis, MO St. Louis Class B Industrial 211,000 10,610 100% 833 844
                                             
                    1,688,778     $ 144,520     100%     $ 9,773     $ 10,423

________________________________________

(1) Portfolio includes two separate properties.
(2) Portfolio includes three separate properties.

________________________________________

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 $1.0 billion of commercial properties throughout the United States.

In the fourth quarter 2014, Gramercy Asset Management recognized fee revenues of $6.2 million in property management, asset management, and administrative fees, as compared to $4.8 million at the end of the prior quarter. The increase in fees for the fourth quarter of 2014 is primarily attributable to incentive and disposition fees earned on properties sold in the managed portfolio. For the year ended December 31, 2014 fee revenue was $25.0 million as compared to $40.9 million in the prior year. The decrease in fee revenue on an annual basis was primarily attributable to $10.2 million of incentive fees earned under the prior contract with KBS Real Estate Investment Trust, Inc. (“KBS”) and discontinuation of fee revenue on the Bank of America Portfolio subsequent to the Company’s acquisition of its partner’s interest in the Bank of America Joint Venture in June 2014. The Gramercy Asset Management business generates most of its fee revenues from an asset management agreement with KBS.

CORPORATE

As of December 31, 2014, the Company maintained approximately $400.1 million of liquidity at quarter end, as compared to approximately $189.1 million of liquidity reported the prior quarter. Liquidity includes $200.1 million of unrestricted cash as compared to approximately $24.1 million reported at the end of the prior quarter. As of December 31, 2014, there were no borrowings outstanding under the Revolving Unsecured Credit Facility.

Subsequent to quarter end, the Company expanded its senior unsecured credit facility, increasing the revolving borrowing capacity to $400.0 million, for an aggregate borrowing capacity of $600.0 million for the credit facility.

Management, general and administrative (“MG&A”) expenses were $4.8 million for the quarter ended December 31, 2014, approximately the same as the prior quarter. MG&A expenses were $18.4 million and $18.2 million for the twelve months ended December 31, 2014 and 2013, respectively. 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,
2014 2014 2014 2013
Corporate / Investments $ 3,958 $ 4,296

 

$ 15,597 $ 14,446
Asset Management   800   523   2,819   3,764

Total

$ 4,758 $ 4,819 $ 18,416 $ 18,210
 

MG&A expenses includes non-cash stock compensation costs of approximately $712 thousand and $742 thousand for the three months ended December 31, 2014 and September 30, 2014, respectively. Non-cash compensation cost was $2.6 million and $2.1 million for the year ended December 31, 2014 and 2013, respectively.

DIVIDENDS

The Board of Directors authorized and the Company declared a dividend of $0.05 per common share for the fourth quarter of 2014, an increase of approximately 43% from the prior quarterly dividend, which was paid on January 15, 2014 to holders of record as of December 31, 2014.

The Board of Directors also authorized and the Company declared the Series B preferred stock quarterly dividend for the period including the original issue date to and including December 31, 2014 in the amount of $0.67292 per share. The preferred stock dividend was paid on December 31, 2014 to holders of record as of December 15, 2014.

COMPANY PROFILE

Gramercy Property Trust Inc. is a leading global investor and asset manager of commercial real estate. Gramercy specializes in acquiring and managing single-tenant, net-leased industrial and office properties purchased through sale-leaseback transactions or directly from property developers and owners. We focus on income producing properties leased to high quality tenants in major markets in the United States and Europe. Gramercy is organized as a Real Estate Investment Trust.

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 Friday, March 6, 2015, at 11:00 AM EST to discuss fourth quarter and full year 2014 financial results. 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. The presentation may also be accessed by dialing (888) 317-6016 or, for international participants (412) 317-6016.

A replay of the call will be available from March 6, 2015 at 2:00 PM EST through March 21, 2015 by dialing (877) 344-7529 or, for international participants (412) 317-0088, using the access code 10059374.

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.

Selected Financial Data:

       

Gramercy Property Trust Inc.
Condensed Consolidated Balance Sheets
(Unaudited, dollar amounts in thousands, except per share data)

 
December 31, December 31,
2014 2013
Assets:
Real estate investments, at cost:
Land $ 239,503 $ 73,131
Building and improvements 828,117 264,581
Less: accumulated depreciation   (27,598)   (4,247)
Total real estate investments, net 1,040,022 333,465
Cash and cash equivalents 200,069 43,333
Restricted cash 1,244 179
Joint ventures and equity investments - 39,385
Servicing advances receivable 1,485 8,758
Retained CDO bonds 4,293 6,762
Tenant and other receivables, net 15,398 5,976
Acquired lease assets, net of accumulated amortization of $15,168 and $1,596 200,231 40,960
Deferred costs, net of accumulated amortization of $1,908 and $634 10,355 5,815
Goodwill 3,840 -
Other assets   23,063   7,030
Total assets $ 1,500,000 $ 491,663
 
Liabilities and Equity:
Liabilities:
Secured revolving credit facility $ - $ 45,000
Exchangeable senior notes, net 107,836 -
Senior unsecured term loan 200,000 -
Mortgage notes payable   161,642   122,180
Total long term debt 469,478 167,180
Accounts payable and accrued expenses 18,806 11,517
Dividends payable 9,579 37,600
Accrued interest payable 2,357 81
Deferred revenue 11,592 1,581
Below-market lease liabilities, net of accumulated amortization of $3,961 and $300 53,826 6,077
Derivative instruments, at fair value 3,189 302
Other liabilities   8,263   852
Total liabilities   577,090   225,190
Commitments and contingencies - -
Noncontrolling interest in operating partnership 16,129 -
 
Equity:

Common stock, par value $0.001, 220,000,000 and 100,000,000 shares authorized, and
186,945,569 and 71,313,043 shares issued and outstanding at December 31, 2014 and
December 31, 2013, respectively.

187 71

Series A cumulative redeemable preferred stock, par value $0.001, liquidation preference
$88,146, and 3,525,822 shares, issued and outstanding at December 31, 2013.

- 85,235

Series B cumulative redeemable preferred stock, par value $0.001, liquidation preference
$87,500, 3,500,000 shares authorized, issued and outstanding at December 31, 2014.

84,394 -
Additional paid-in-capital 1,768,837 1,149,896
Accumulated other comprehensive loss (3,703) (1,405)
Accumulated deficit   (942,934)   (967,324)
Total equity   906,781   266,473
Total liabilities and equity $ 1,500,000 $ 491,663
 
           

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, Twelve Months Ended December 31,
2014     2013 2014 2013
Revenues:
Rental revenue $ 22,567 $ 5,697 $ 60,258 $ 12,181
Management fees 6,166 10,621 25,033 40,896
Operating expense reimbursements 8,266 439 20,604 1,203
Interest income 431 484 1,824 1,717
Other income   (3)   471   221   707
Total revenues   37,427   17,712   107,940   56,704
Expenses:
Property operating expenses:
Property management expenses 3,842 4,853 17,500 20,868
Property operating expenses   8,342   508   21,120   1,411
Total property operating expenses 12,184 5,361 38,620 22,279
Other-than-temporary impairment 4,073 320 4,816 2,002
Depreciation and amortization 13,957 2,533 36,408 5,675
Interest expense 5,516 1,109 16,586 1,732

Loss on derivative instruments

- 115 3,300 115
Management, general and administrative 4,758 4,844 18,416 18,210
Acquisition costs   2,925   1,321   6,171   2,808
Total expenses   43,413   15,603   124,317   52,821

Income (loss) from continuing operations before equity in income (loss) from
joint venture, gain on remeasurement of previously held joint venture, loss on
extinguishment of debt and provision for taxes

(5,986) 2,109 (16,377) 3,883
Equity in net income (loss) from joint ventures   103   (2,854)   1,959   (5,662)

Loss from continuing operations before gain on remeasurement of previously
held joint venture, loss on extinguishment of debt and provision for taxes

(5,883) (745) (14,418) (1,779)
Gain on remeasurement of previously held joint venture - - 72,345 -
Loss on extinguishment of debt - - (1,925) -
Provision for taxes   162   (803)   (809)   (6,393)
Net income (loss) from continuing operations (5,721) (1,548) 55,193 (8,172)
Net income (loss) from discontinued operations (2) (4,399) (524) 5,057
Provision for taxes - - - (2,515)
Gain on sale of joint venture interests to a related party - - - 1,317
Net gains from disposals   -   -   -   389,140
Net income (loss) from discontinued operations   (2)   (4,399)   (524)   392,999
Net income (loss) (5,723) (5,947) 54,669 384,827
Net loss attributable to non-controlling interest   132   -   236   -
Net income (loss) attributable to Gramercy Property Trust Inc. (5,591) (5,947) 54,905 384,827
Preferred stock redemption costs - - (2,912) -
Preferred stock dividends   (1,576)   (1,792)   (7,349)   (7,162)
Net income (loss) available to common stockholders $ (7,167) $ (7,739) $ 44,644 $ 377,665
Basic earnings per share:
Net income (loss) from continuing operations, net of preferred stock dividends $ (0.05) $ (0.05) $ 0.43 $ (0.25)
Net income (loss) from discontinued operations   -   (0.06)   -   6.39
Net income (loss) available to common stockholders $ (0.05) $ (0.11) $ 0.43 $ 6.14
Basic weighted average common shares outstanding   133,859,665   69,724,546   104,811,814   61,500,847
Diluted earnings per share:

Net income (loss) from continuing operations,

net of preferred stock dividends

$ (0.05) $ (0.05) $ 0.41 $ (0.25)
Net income (loss) from discontinued operations   -   (0.06)   -   6.39
Net income (loss) available to common stockholders $ (0.05) $ (0.11) $ 0.41 $ 6.14
Diluted weighted average common shares and common share
equivalents outstanding   133,859,665   69,724,546   107,750,340   61,500,847
 
       

Gramercy Property Trust Inc.
Earnings per Share
(Unaudited, dollar amounts in thousands, except per share data)

 
Three Months Ended December 31, Year Ended December 31,
2014     2013 2014     2013
Numerator - Income (loss):
Net income (loss) from continuing operations $ (5,721) $ (1,548) $ 55,193 $ (8,172)
Net income (loss) from discontinued operations (2)   (4,399)   (524)   392,999
Net income (loss) (5,723) (5,947) 54,669 384,827
Net loss attributable to noncontrolling interest 132 - 236 -
Preferred stock redemption costs - - (2,912) -
Preferred stock dividends   (1,576)   (1,792)   (7,349)   (7,162)
Net income (loss) available to common stockholders $ (7,167) $ (7,739) $ 44,644 $ 377,665
 
Denominator-Weighted average shares:
Weighted average basic shares outstanding 133,859,665 69,724,546 104,811,814 61,500,847
Effect of dilutive securities:
Unvested share based payment awards - - 1,259,950 -
Options - - 52,415 -
Phantom stock units - - 592,284 -
OP Units   -   -   1,033,877   -
Diluted Shares   133,859,665   69,724,546   107,750,340   61,500,847
 
         

Gramercy Property Trust Inc.
Reconciliation of Non-GAAP Financial Measure
(Unaudited, dollar amounts in thousands, except per share data)

 
For the Quarter Ended For the Year Ended

December 31,
2014

   

December 31,
2013

December 31,
2014

 

December 31,
2013

Net income (loss) available to common shareholders $ (7,167) $ (7,739) $ 44,644 $ 377,665
Add:
Depreciation and amortization 13,957 2,824 36,408 6,449
FFO adjustments for joint ventures and equity investments 67 4,305 4,086 11,111
Net loss attributed to noncontrolling interest (132) - (236) -
Income (loss) from discontinued operations 2 4,399 524 (392,999)
Less:
Non-real estate depreciation and amortization (204) (337) (784) (952)
Gain on remeasurement of previously held joint venture - - (72,345) -
FFO adjustment for discontinued operations  

-

 

-

  -   (7)
Funds from operations $ 6,523 $ 3,452 $ 12,297 $ 1,267
 
Add:
Acquisition costs 2,925 1,321 6,171 2,808
Other-than-temporary impairments on retained bonds 4,073 320 4,816 2,002
Loss on extinguishment of debt - - 1,925 -
Loss on derivative instruments - 115 3,300 -
Preferred stock redemption costs - - 2,912 -
Change in preferred stock dividends   -   -   564   -
Core funds from operations $ 13,521 $ 5,208 $ 31,985 $ 6,077
 
Add:
Non-cash stock-based compensation expense 803 575 2,901 2,147
Amortization of market lease assets 337 150 1,310 266
Amortization of deferred financing costs and non cash interest 520 232 2,561 167
Amortization of lease inducement costs 43 - 175 -
Return on construction advances - 94 358 153
Non-real estate depreciation and amortization 204 337 784 952
Amortization of free rent received at property acquisition 175 - 544 -
 
Less:
AFFO adjustments for joint ventures 2 (281) (793) 3,973
Straight-lined rent (1,163) (618) (3,995) (1,015)
Incentive fees under prior asset management contract, net of taxes - (1,776) - (5,675)
Amortization of market lease liabilities (1,325) (90) (3,661) (296)
Change in preferred stock dividends   -   -   (564)   -
 
Adjusted Funds from Operations $ 13,117 $ 3,831 $ 31,605 $ 6,749
 
Funds from operations per share - basic $ 0.05 $ 0.05 $ 0.12 $ 0.02
 
Funds from operations per share - diluted $ 0.05 $ 0.05 $ 0.11 $ 0.02
 
Core funds from operations per share - basic $ 0.10 $ 0.07 $ 0.30 $ 0.10
 
Core funds from operations per share - diluted $ 0.10 $ 0.07 $ 0.30 $ 0.09
 
Adjusted funds from operations per share - basic $ 0.10 $ 0.05 $ 0.30 $ 0.11
 
Adjusted funds from operations per share - diluted $ 0.09 $ 0.05 $ 0.29 $ 0.10
 
       

Gramercy Property Trust Inc.
Reconciliation of Non-GAAP Financial Measure - continued
(Unaudited, dollar amounts in thousands, except per share data)

 
For the Quarter Ended For the Year Ended

December 31,
2014

   

December 31,
2013

December 31,
2014

   

December 31,
2013

 
Basic weighted average common shares outstanding - EPS 133,859,665 69,724,546 104,811,814 61,500,847
Weighted average non-vested share based payment awards 1,172,164 648,572 - 678,784
Weighted average partnership units held by noncontrolling interest 2,450,778 - 1,033,877 -
Weighted average common shares and units outstanding 137,482,607 70,373,118 105,845,691 62,179,631
 
Diluted weighted average common shares and common

share equivalents outstanding - EPS (1)

133,859,665 69,724,546 107,750,340 61,500,847
Weighted average partnership units held by noncontrolling interest 2,450,778 - - -
Weighted average non-vested share based payment awards 2,432,114 2,182,499 - 2,212,711
Weighted average stock options 54,767 57,270 - 51,412
Phantom shares 592,284 534,038 - 534,038

Diluted weighted average common shares and units outstanding

139,389,608 72,498,353 107,750,340 64,299,008
 
(1) For the twelve months ended December 31, 2014, the diluted weighted average share calculation which is the denominator in diluted earnings per share includes the weighted average partnership units, non-vested share based payment awards, stock options and phantom shares. These amounts were excluded from the diluted earnings per share calculation for the three months ended December 31, 2014 and 2013, and the year ended December 31, 2013 because they would have been anti-dilutive during those periods.
 

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 on page 10 of this release.

Fund 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, 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.

Core FFO and adjusted funds from operations (“AFFO”): Core FFO and AFFO are presented excluding property acquisition costs, other-than-temporary impairments on retained bonds and other 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, 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 more meaningful and consistent comparison of the Company’s operating performance and allows investors to more easily compare the Company’s operating results.

FFO, Core FFO and AFFO 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 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.

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.

Gramercy Property Trust Inc.
Jon W. Clark, 212-297-1000
Chief Financial Officer
or
Emily Pai, 212-297-1000
Investor Relations

Source: Gramercy Property Trust Inc.