
Company Website:
http://www.gramercycapitalcorp.com
NEW YORK -- (Business Wire)
Gramercy Capital Corp. (NYSE: GKK) today reported results for the first
and second quarters of 2011 in its quarterly reports on Form 10-Q with
the U.S. Securities and Exchange Commission, or SEC, marking its return
to current financial reporting. The Company filed its annual report on
Form 10-K with the SEC on September 23, 2011.
FOURTH QUARTER 2010 THROUGH SECOND QUARTER 2011
HIGHLIGHTS
-
In September 2011, entered into a settlement agreement, or the
Settlement Agreement, for an orderly transfer of substantially all of
Gramercy Realty’s assets to the senior mezzanine lender for full
satisfaction of the Company’s obligations with respect to the $240.5
million Goldman Mortgage Loan and $549.7 million Goldman Mezzanine
Loans that matured on May 9, 2011 and, subject to certain termination
provisions, an arrangement for the Company’s continued management of
the transferred assets on behalf of the senior mezzanine lender for a
fixed fee plus incentive fees.
-
For the six months ended June 30, 2011 and the year ended December 31,
2010, generated funds from operations, or FFO, of $57.2 million and
negative FFO of $870.6 million, respectively, an increase of $20.8
million and a decrease of $453.0 million from FFO of $36.4 million and
negative FFO of $417.6 million recorded for the six months ended June
30, 2010 and the year ended December 31, 2009, respectively. On a
fully diluted per common share basis, FFO was $1.13 for the six months
ended June 30, 2011 and negative $17.44 for the year ended December
31, 2010 as compared to FFO of $0.73 and negative $8.38 for the six
months ended June 30, 2010 and for the year ended December 31, 2009,
respectively. FFO for the year ended December 31, 2010 reflects a
non-cash impairment charge of $912.1 million, or $18.27 on a fully
diluted per common share basis, relating to the Company’s execution of
the Settlement Agreement with respect to Gramercy Realty’s assets.
-
For the six months ended June 30, 2011 and the year ended December 31,
2010, net income (loss) to common stockholders was $20.4 million, or
$0.40 per common diluted share, and $(968.8) million, or $(19.40) per
common diluted share, respectively, as compared to the net income
(loss) of $(18.10) million, or $(0.36) per diluted common share, and
$(529.0) million, or $(10.61) per diluted common share, for the six
months ended June 30, 2010 and the year ended December 31, 2009,
respectively.
-
As of June 30, 2011 and December 31, 2010, respectively, maintained
approximately $245.1 million and $275.8 million of corporate
liquidity, which excludes cash held within the Gramercy Realty
division, but includes other unrestricted cash and restricted cash
available for investment in the Company’s CDOs. In addition, as of
June 30, 2011, the Company holds an aggregate of $54.0 million of par
value Class A-1, A-2 and B securities previously issued by the
Company’s CDOs that are available for re-issuance. The fair value of
the repurchased CDO bonds is approximately $42.1 million as of June
30, 2011.
-
As of June 30, 2011 and December 31, 2010, maintained $132.5 million
and $185.8 million of unrestricted corporate cash as compared to
$104.1 million and $104.8 million reported by Corporate as of June 30,
2010 and December 31, 2009, respectively.
-
During the six months ended June 30, 2011, repurchased $48.3 million
of CDO bonds previously issued by the Company’s 2005-1 and 2006-1
CDOs, generating gains on early extinguishment of debt of $14.5
million.
-
During the six months ended June 30, 2011, originated or purchased
five new loan investments in the Company’s CDOs deploying
approximately $194.0 million of restricted cash within the Company’s
CDOs. The origination and purchase activity compares to $113.8 million
of originations during the year ended December 31, 2010.
“Our return to current financial reporting marks the culmination of many
months of work negotiating the settlement agreement with Gramercy
Realty’s lenders,” said Chief Executive Officer Roger M. Cozzi. “During
this period of significant financial turbulence, now approaching four
years, the Company has continually focused on preserving corporate
liquidity and creating a stable, flexible balance sheet. The completion
of the Realty settlement agreement has enabled the Company to emerge
with a smaller asset base, a substantial liquidity position, no unfunded
obligations and, most importantly, no recourse debt.”
FOURTH QUARTER 2010 THROUGH SECOND QUARTER 2011
SUMMARY
Results for the fourth quarter 2010 through the second quarter 2011
reflect the Company’s continued focus on improving its consolidated
balance sheet by reducing leverage, generating liquidity from existing
assets, actively managing portfolio credit, accretively re-investing
repayments in loan and commercial mortgage backed securities, or CMBS,
and renewing expiring leases.
For the six months ended June 30, 2011 and the year ended December 31,
2010, the Company generated FFO of $57.2 million and negative FFO of
$870.6 million, respectively, an increase of $20.8 million and a
decrease of $453.0 million from FFO of $36.4 million and negative FFO of
$417.6 million recorded for the six months ended June 30, 2010 and the
year ended December 31, 2009, respectively. On a fully diluted per
common share basis, FFO was $1.13 and negative $17.44 for the six months
ended June 30, 2011 and the year ended December 31, 2010, respectively,
as compared to FFO of $0.73 and negative $8.38 for the six months ended
June 30, 2010 and the year ended December 31, 2009, respectively.
For the six months ended June 30, 2011 and the year ended December 31,
2010, net income (loss) to common stockholders was $20.4 million, or
$0.40 per common diluted share, and $(968.8) million, or $(19.40) per
common diluted share, respectively, as compared to the net income (loss)
of $(18.1) million, or $(0.36) per diluted common share, and $(529.0)
million, or $(10.61) per diluted common share, for the six months ended
June 30, 2010 and the year ended December 31, 2009, respectively.
The continuing improvement in net income and FFO is driven primarily
from a reduction in loan loss provisions and impairments within Gramercy
Finance. Loan loss provisions and impairments were $126.6 million for
the year ended December 31, 2010 as compared to $668.9 million for the
prior year.
During 2010, the Company recorded impairment charges totaling $912.1
million from continuing operations to reduce the carrying value of 692
properties to estimated fair value. All of the impaired properties are
part of the Gramercy Realty portfolio and serve as collateral for the
Goldman Mortgage Loan and the Goldman Mezzanine Loans. Substantially all
of the impaired properties will be transferred to the mezzanine lenders
pursuant to the Settlement Agreement in full satisfaction of the
Company’s obligations with respect to the Goldman Mortgage Loan and the
Goldman Mezzanine Loans. As a result of recording these impairments, the
Company’s total stockholders’ equity, or book equity, was negative
$549.3 million and $493.9 million as of June 30, 2011 and December 31,
2010, respectively. The carrying value of liabilities associated with
the impaired properties have not yet been adjusted and remained
outstanding as of June 30, 2011 and December 31, 2010. As of June 30,
2011, the liabilities of the impaired properties exceeded the carrying
value of the assets and, as a result, the transfer of the Realty
division assets and liabilities pursuant to the Settlement Agreement,
which commenced on September 1, 2011, will generate gains as the
carrying values of such liabilities are reduced to $0, which in turn
will reduce the Company’s negative book equity balance. After all
transfers are complete, which the Company anticipates will occur by
December 15, 2011, the Company expects that stockholders’ equity will
remain negative, however, such negative balance will be substantially
lower than the negative $549.3 million balance presented on the June 30,
2011 balance sheet.
|
|
|
|
Quarterly Financial Results (amounts in
thousands, except per share data) | |
|
|
|
| |
| |
| |
|
| |
| | |
| | | | 2011 (1) | | | 2010 (1) | |
| | | | Q1 | | Q2 | | First Half | | | Q4 | | 2010 YTD | |
| Revenues | | | | | | | | | | | | | | |
|
Rental revenue and operating expense reimbursements
| | | |
$
|
103,882
| |
$
|
103,408
| |
$
|
207,225
| | |
$
|
104,606
| |
$
|
425,373
| |
|
Investment income
| | | | |
40,511
| | |
39,748
| | |
80,259
| | | |
37,810
| | |
166,642
| |
|
Other income
| | | |
|
4,321
| |
|
19,541
| |
|
23,862
| | |
|
7,087
| |
|
15,133
| |
|
Total revenues
| | | |
|
148,714
| |
|
162,697
| |
|
311,346
| | |
|
149,503
| |
|
607,148
| |
| Expenses | | | |
| |
| |
| | |
| |
| |
|
Total property operating expenses
| | | |
|
50,762
| |
|
49,091
| |
|
99,787
| | |
|
956,561
| |
|
1,097,137
| |
|
Interest expense
| | | | |
50,589
| | |
56,690
| | |
107,280
| | | |
49,422
| | |
198,107
| |
|
Depreciation and amortization
| | | | |
18,898
| | |
18,626
| | |
37,511
| | | |
27,565
| | |
108,232
| |
|
Management, general and administrative
| | | | |
6,417
| | |
7,694
| | |
14,111
| | | |
9,208
| | |
33,293
| |
|
Provision for loan loss and impairments
| | | |
|
17,500
| |
|
24,820
| |
|
42,320
| | |
|
38,122
| |
|
126,567
| |
|
Total expenses
| | | |
|
144,166
| |
|
156,921
| |
|
301,009
| | |
|
1,080,878
| |
|
1,563,336
| |
|
Income (loss) from continuing operations before equity in income
from joint ventures, provisions for taxes and non-controlling
interest
| | | | |
4,548
| | |
5,776
| | |
10,337
| | | |
(931,375)
| | |
(956,188)
| |
|
Equity in net loss of joint ventures
| | | |
|
(687)
| |
|
(706)
| |
|
(1,393)
| | |
|
(753)
| |
|
(4,139)
| |
|
Income (loss) from continuing operations before provision for taxes,
gain on extinguishment of debt and discontinued operations
| | | | |
3,861
| | |
5,070
| | |
8,944
| | | |
(932,128)
| | |
(960,327)
| |
|
Gain on extinguishment of debt
| | | | |
3,656
| | |
10,870
| | |
14,526
| | | |
-
| | |
19,443
| |
|
Provision for taxes
| | | |
|
(70)
| |
|
(3)
| |
|
(73)
| | |
|
(843)
| |
|
(966)
| |
|
Net income (loss) from continuing operations
| | | |
|
7,447
| |
|
15,937
| |
|
23,397
| | |
|
(932,971)
| |
|
(941,850)
| |
|
Net income (loss) from discontinued operations
| | | |
|
(698)
| |
|
1,325
| |
|
614
| | |
|
(34,426)
| |
|
(31,693)
| |
|
Net income (loss)
| | | | |
6,749
| | |
17,262
| | |
24,011
| | | |
(967,397)
| | |
(973,543)
| |
|
Net (income) loss attributable to non-controlling interest
| | | |
|
-
| |
|
-
| |
|
-
| | |
|
(61)
| |
|
(145)
| |
|
Net income (loss) attributable to Gramercy Capital Corp.
| | | | |
6,749
| | |
17,262
| | |
24,011
| | | |
(967,458)
| | |
(973,688)
| |
|
Accrued preferred stock dividends
| | | | |
(1,790)
| | |
(1,790)
| | |
(3,580)
| | | |
(1,790)
| | |
(8,798)
| |
|
Excess of carrying amount of tendered preferred stock over
consideration paid
| | | |
|
-
| |
|
-
| |
|
-
| | |
|
13,713
| |
|
13,713
| |
|
Net income (loss) available to common stockholders
| | | |
$
|
4,959
| |
$
|
15,472
| |
$
|
20,431
| | |
$
|
(955,535)
| |
$
|
(968,773)
| |
| Basic earnings per share: | | | | | | | | | | | | | | |
|
Net income (loss) from continuing operations, net of non-controlling
interest and after preferred dividends
| | | |
$
|
0.11
| |
$
|
0.28
| |
$
|
0.40
| | |
$
|
(18.43)
| |
$
|
(18.77)
| |
|
Net income (loss) from discontinued operations
| | | |
|
(0.01)
| |
|
0.03
| |
|
0.01
| | |
|
(0.69)
| |
|
(0.63)
| |
|
Net income (loss) available to common stockholders
| | | |
$
|
0.10
| |
$
|
0.31
| |
$
|
0.41
| | |
$
|
(19.12)
| |
$
|
(19.40)
| |
| Diluted earnings per share: | | | | | | | | | | | | | | |
|
Net income (loss) from continuing operations, net of non-controlling
interest and after preferred dividends
| | | |
$
|
0.11
| |
$
|
0.28
| |
$
|
0.39
| | |
$
|
(18.43)
| |
$
|
(18.77)
| |
|
Net income (loss) from discontinued operations
| | | |
|
(0.01)
| |
|
0.03
| |
|
0.01
| | |
|
(0.69)
| |
|
(0.63)
| |
|
Net income (loss) available to common stockholders
| | | |
$
|
0.10
| |
$
|
0.31
| |
$
|
0.40
| | |
$
|
(19.12)
| |
$
|
(19.40)
| |
| (1) |
|
This financial information has not been adjusted to reflect the
reclassification of assets between continuing operations and
discontinued operations subsequent to the reporting date.
|
| |
|
The Company’s business is organized into two complementary business
segments, supported by a corporate balance sheet with a strong liquidity
position and, subsequent to the consummation of the Settlement Agreement
with respect to the Company’s Realty division assets, no recourse debt
obligations.
The Company’s CDO investment and management business, which operates
under the name Gramercy Finance, focuses on the direct origination,
acquisition and portfolio management of whole loans, bridge loans,
subordinate interests in whole loans, mezzanine loans, preferred equity,
CMBS and other real estate related securities.
The Company’s real estateinvestmentand management
business, which operates under the name Gramercy Realty, historically
focused on the acquisition and management of commercial properties
leased primarily to regulated financial institutions and affiliated
users throughout the United States. Subsequent to the execution of the
Settlement Agreement, Gramercy Realty will also engage in third-party
management of commercial properties for Realty’s former senior mezzanine
lender in addition to managing the Company’s real estate assets and
Gramercy Finance’s REO properties.
CORPORATE
As of June 30, 2011 and December 31, 2010, the Company maintained $132.5
million and $185.8 million of unrestricted cash as compared to $104.1
million and $104.8 million reported as of June 30, 2010 and December 31,
2009, respectively. Corporate liquidity at June 30, 2011 and December
31, 2010 was approximately $245.1 million and $275.8 million,
respectively. Corporate liquidity at June 30, 2011 excludes cash held
within the Gramercy Realty division, which is subject to the terms and
conditions set forth in the Settlement Agreement, but includes other
unrestricted cash, and restricted cash available for investment in the
Company’s CDOs. In addition, as of June 30, 2011, the Company holds an
aggregate of $54.0 million of par value Class A-1, A-2 and B CDO
securities previously issued by the Company’s CDOs that are available
for re-issuance. The fair value of the repurchased CDO bonds is
approximately $42.1 million as of June 30, 2011.
In June 2011, the Company’s Board of Directors established a special
committee to direct and oversee an exploration of the strategic
alternatives available to the Company subsequent to the execution of the
Settlement Agreement for the Realty division assets. The special
committee will consider the strategic direction of the Company’s
investments, the feasibility of raising debt or equity capital and the
possibility of a strategic combination of the Company or its assets. The
special committee is authorized to hire a financial advisor to assist in
the process.
Subsequent to June 30, 2011, but prior to its July 2011 distribution
date, approximately $110.2 million of restricted cash within the 2006-1
CDO was deployed into loan and CMBS investments. The reinvestment period
of the 2006-1 CDO concluded with its July 2011 distribution date and,
subsequently, Gramercy Finance’s liquidity balance will exclude
restricted cash of the 2006-1 CDO since principal repayments received
from its underlying investments will be used to repay outstanding CDO
liabilities. The following chart summarizes the Company’s liquidity as
of June 30, 2011 and December 31, 2010 (dollar amounts in thousands):
|
|
|
| |
|
| |
|
| | |
| | | | June 30, 2011 | | | December 31, 2010 | | | Change | |
|
Cash and cash equivalents :
| | | | | | | | | | | |
|
Corporate
| | | |
$
|
132,489
| | |
$
|
185,799
| | |
$
|
(53,310
|
)
| |
|
Gramercy Realty (1) | | | |
|
34,459
| | |
|
35,046
| | |
|
(587
|
)
| |
|
Subtotal
| | | |
$
|
166,948
| | |
$
|
220,845
| | |
$
|
(53,897
|
)
| |
| | | | | | | | | | |
|
|
Restricted CDO cash-Gramercy Finance:
| | | | | | | | | | | |
|
CDO 2005-1
| | | |
$
|
-
| | |
$
|
-
| | |
$
|
-
| | |
|
CDO 2006-1
| | | | |
111,263
| | | |
42,101
| | | |
69,162
| | |
|
CDO 2007-1
| | | |
|
1,368
| | |
|
47,932
| | |
|
(46,564
|
)
| |
|
Subtotal
| | | |
|
112,631
| | |
|
90,033
| | |
|
22,598
|
| |
|
Total
| | | |
$
|
279,579
| | |
$
|
310,878
| | |
$
|
(31,299
|
)
| |
(1) |
|
Cash held within Gramercy Realty is subject to the Settlement
Agreement and will be transferred to Gramercy Realty's senior
mezzanine lender.
|
| |
|
Substantially all of the Company’s cash flow is generated from
distributions from its CDOs within its Gramercy Finance division. The
Company's CDOs contain minimum interest coverage and asset
overcollateralization covenants that must be satisfied for the Company
to receive cash flow on certain of the interests in its CDOs retained by
the Company and to receive the subordinate collateral management fees.
During periods when these covenants are not satisfied for a particular
CDO, cash flows from that CDO that would otherwise be paid to the
Company as a subordinate bondholder, holder of the preferred shares and
in respect of the subordinate collateral management fee are diverted
from the Company to repay principal and interest on the senior-most
outstanding CDO bonds. As of July 2011, the most recent distribution
date, the Company’s 2005-1 and 2006-1 CDOs were in compliance with their
interest coverage and asset overcollateralization covenants; however,
the compliance margin was narrow and relatively small declines in
collateral performance and credit metrics could cause the CDOs to fall
out of compliance. The Company expects that the overcollateralization
test for the 2005-1 CDO will fail at the October 2011 distribution date.
The Company’s 2005-1 CDO failed its overcollateralization test at the
April 2011 and January 2011 distribution dates and the Company’s 2007-1
CDO failed its overcollateralization test at the August 2011, May 2011
and February 2011 distribution dates. The following chart summarizes the
CDO compliance tests as of the most recent distribution dates (July 25,
2011 for the Company’s 2005-1 and 2006-1 CDOs and August 19, 2011 for
the Company’s 2007-1 CDO):
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
| | |
| | | | | | | | | Cash Flow Triggers | | | CDO 2005-1 | | | CDO 2006-1 | | | CDO 2007-1 | |
| | | | | | | | |
Overcollateralization (1) | | | | | | | | | | |
| | | | | | | | |
Current
| | |
118.96%
| | |
109.21%
| | |
87.26%
| |
| | | | | | | | |
Limit
| | |
117.85%
| | |
105.15%
| | |
102.05%
| |
| | | | | | | | |
Compliance margin
| | |
1.11%
| | |
4.06%
| | |
-14.79%
| |
| | | | | | | | |
Pass/Fail
| | |
Pass
| | |
Pass
| | |
Fail
| |
| | | | | | | | |
Interest Coverage (2) | | | | | | | | | | |
| | | | | | | | |
Current
| | |
650.49%
| | |
695.19%
| | |
N/A
| |
| | | | | | | | |
Limit
| | |
132.85%
| | |
105.15%
| | |
N/A
| |
| | | | | | | | |
Compliance margin
| | |
517.64%
| | |
590.04%
| | |
N/A
| |
| | | | | | | | |
Pass/Fail
| | |
Pass
| | |
Pass
| | |
N/A
| |
| | | | | | | | | | | | | | | | | | |
|
|
|
| (1) |
|
The overcollateralization ratio divides the total principal balance
of all collateral in the CDO by the total bonds outstanding for the
classes senior to those retained by the Company. To the extent an
asset is considered a defaulted security, the asset’s principal
balance is multiplied by the asset’s recovery rate which is
determined by the rating agencies.
|
| | | |
|
| | (2) | |
The interest coverage ratio divides interest income by interest
expense for the classes senior to those retained by the Company.
|
| | | |
|
Cash flows generated from the Company’s CDOs for the fourth quarter of
2010, year ended December 31, 2010 and for the year to date 2011, are
summarized as follows (dollar amounts in thousands):
|
|
Collateral Manager Fees and CDO
Distributions | |
|
|
|
|
| |
|
| |
|
| |
|
| | |
| | | | | CDO 2005-1 | | | CDO 2006-1 | | | CDO 2007-1 | | |
| |
| | | | | Fees |
| Distributions | | | Fees |
| Distributions | | | Fees |
| Distributions | | | Total | |
| | | | | | | | | | | | | | | | | | | | |
|
| 4Q 2010 | | | | |
$
|
441
| |
$
|
-
| | |
$
|
1,103
| |
$
|
7,811
| | |
$
|
181
| |
$
|
-
| | |
$
|
9,536
| |
| Total 2010 | | | | |
$
|
2,438
| |
$
|
10,114
| | |
$
|
4,414
| |
$
|
36,343
| | |
$
|
736
| |
$
|
-
| | |
$
|
54,046
| |
| | | | | | | | | | | | | | | | | | | | |
|
| 1Q 2011 | | | | |
$
|
434
| |
$
|
-
| | |
$
|
1,119
| |
$
|
7,615
| | |
$
|
178
| |
$
|
-
| | |
$
|
9,346
| |
| 2Q 2011 | | | | |
$
|
422
| |
$
|
-
| | |
$
|
1,124
| |
$
|
7,463
| | |
$
|
173
| |
$
|
-
| | |
$
|
9,183
| |
| 3Q 2011 | | | | |
$
|
426
| |
$
|
5,477
| | |
$
|
1,124
| |
$
|
6,634
| | |
$
|
180
| |
$
|
-
| | |
$
|
13,841
| |
| Total 2011 | | | | |
$
|
1,283
| |
$
|
5,477
| | |
$
|
3,366
| |
$
|
21,712
| | |
$
|
531
| |
$
|
-
| | |
$
|
32,370
| |
| | | | | | | | | | | | | | | | | | | | |
|
During the six months ended June 30, 2011 and the year ended December
31, 2010, the Company repurchased at a discount, notes issued by its
three CDOs, generating net gains on early extinguishment of debt of
$14.5 million and $19.4 million, respectively. Repurchases included some
of the senior-most classes of notes from CDO 2005-1 and CDO 2006-1. The
bonds were not retired, but are reflected on the Company’s balance sheet
as a reduction in the amount of CDO bonds outstanding as of June 30,
2011. The Company views the Class A-1, A-2 and B bonds as attractive
investments with reasonable near-term liquidity.
Interest expense includes costs related to $2.6 billion of non-recourse
long-term notes issued by the three CDOs that are consolidated on the
Company’s balance sheet and $2.2 billion of mortgage and mezzanine notes
payable. Interest expense was $107.3 million and $198.1 million,
respectively, for the six months ended June 30, 2011 and the year ended
December 31, 2010, respectively, compared to $98.7 million and $229.5
million for the six months ended June 30, 2010 and the year ended
December 31, 2009, respectively. The decline in interest expense is
primarily attributable to the overall decline of the Company’s
outstanding debt obligations from December 31, 2009 to December 31,
2010. The increase in interest expense for the six months ended June 30,
2011 as compared to the prior period is primarily attributable to a
higher interest rate on the Goldman Mortgage Loan and the Goldman
Mezzanine Loans.
Management, general and administrative expenses were $14.1 million and
$33.3 million for the six months ended June 30, 2011 and the year ended
December 31, 2010, respectively, compared to $17.3 million and $39.4
million for the six months ended June 30, 2010 and the year ended
December 31, 2009, respectively. The decline in management, general and
administrative expenses is primarily attributable to lower professional
fees related to loan enforcement costs due to the significant number of
loan modifications and restructurings completed in the prior periods.
GRAMERCY FINANCE
Investment income is generated on the Company’s whole loans, subordinate
interests in whole loans, mezzanine loans, preferred equity interests
and CMBS within the Company’s Gramercy Finance division. For the six
months ended June 30, 2011, $51.5 million was earned on fixed rate
investments and $28.7 million was earned on floating rate investments.
For the year ended December 31, 2010, $99.4 million was earned on fixed
rate investments and $67.3 million was earned on floating rate
investments.
Other income of $23.9 million for the six months ended June 30, 2011 is
primarily composed of gains totaling $15.1 million on the sale of CMBS
investments within our CDOs, the proceeds from which were deployed into
higher-yielding loan investments with more attractive risk-return
characteristics.
The Company recorded a net provision for loan losses of approximately
$36.3 million, or $0.72 per diluted common share, and $84.4 million, or
$1.69 per diluted common share, for the six months ended June 30, 2011
and the year ended December 31, 2010, respectively. By comparison, the
Company’s provision for loan loss was approximately $54.4 million and
$517.8 million for the six months ended June 30, 2010 and the year ended
December 31, 2009, respectively. The Company’s reserve for loan losses
at June 30, 2011 was approximately $299.4 million, or approximately
41.2% of the unpaid principal balance, in connection with 20 separate
loans with an aggregate carrying value of approximately $395.3 million.
The Company’s reserve for loan losses at December 31, 2010 was
approximately $263.5 million, or approximately 37.7% of the unpaid
principal balance, in connection with 19 separate loans with an
aggregate carrying value of approximately $438.5 million. In addition,
the Company recorded non-cash impairment charges of approximately $6.0
million and $39.5 million for the six months ended June 30, 2011 and the
year ended December 31, 2010, respectively, related to CMBS investments
deemed to be other-than-temporarily impaired.
Substantially all of the Company’s debt investments and CMBS investments
are owned in one or more of the Company’s three CDOs. As of June 30,
2011 and December 31, 2010, debt investments owned by Gramercy Finance
had a carrying value of approximately $1.1 billion, net of loan loss
reserves, impairments, unamortized fees and discounts totaling
approximately $358.0 million and $292.0 million as of June 30, 2011 and
December 31, 2010, respectively. CMBS investments had an aggregate
carrying value of approximately $897.2 million and $1.0 billion as of
June 30, 2011 and December 31, 2010, respectively, net of impairments,
unamortized fees and discounts of approximately $273.7 million and
$225.4 million, respectively. To maintain flexibility and liquidity, and
to improve risk adjusted returns in the Company’s CDOs, as of March 31,
2011, the Company re-designated all of its CMBS investments as
available-for-sale and, accordingly, such CMBS are now carried at fair
value. Changes in fair value are not necessarily indicative of current
or future changes in cash flow, which are based on actual delinquencies,
defaults and sales of the underlying collateral, and therefore are not
recognized in earnings. Changes in fair value are reflected in the
Statement of Stockholders’ Equity and Non-controlling Interests. The
Company continues to monitor all of its CMBS investments for
other-than-temporary impairments. The fair value adjustment for the
Company’s CMBS as of June 30, 2011 was approximately $(77.8) million. As
of December 31, 2010, a majority of the Company’s CMBS were designated
as held to maturity investments and, accordingly, such investments were
primarily carried at amortized cost.
Loan prepayments, partial repayments, and scheduled amortization
payments in Gramercy Finance’s portfolio aggregated $184.4 million and
$220.0 million for the six months ended June 30, 2011 and the year ended
December 31, 2010, respectively. As of June 30, 2011, there are no
unfunded commitments associated with existing loans.
First mortgage loans remain the majority of Gramercy Finance’s debt
portfolio, increasing to 75.1% at June 30, 2011, compared to 70.5% as of
December 31, 2010. The weighted average remaining term of Gramercy
Finance's debt investment portfolio as of June 30, 2011 and December 31,
2010, was 2.4 and 1.8 years, respectively and the weighted average
remaining term of Gramercy Finance's combined debt and CMBS portfolio
remained unchanged as of June 30, 2011 and December 31, 2010 at 3.6
years.
The aggregate carrying values, allocated by investment type, and
weighted average yields of Gramercy Finance’s debt and CMBS investments
including debt investments held for sale, as of June 30, 2011 and
December 31, 2010 were (dollar amounts in thousands):
|
|
| |
|
| |
|
| |
|
| | |
| | | Carrying Value (1) | | | Allocation by Investment Type | | | Fixed Rate Average Yield | | | Floating Rate Average Spread over LIBOR (2) | |
| | | 2011 |
| 2010 | | | 2011 |
| 2010 | | | 2011 |
| 2010 | | | 2011 |
| 2010 | |
|
Whole loans, floating rate
| | |
$ 626,177
| |
$ 659,095
| | |
56.8%
| |
58.7%
| | |
-
| |
-
| | |
363 bps
| |
330 bps
| |
|
Whole loans, fixed rate
| | |
201,696
| |
132,268
| | |
18.3%
| |
11.8%
| | |
8.34%
| |
7.16%
| | |
-
| |
-
| |
|
Subordinate interests in whole loans, floating rate
| | |
26,515
| |
75,066
| | |
2.4%
| |
6.7%
| | |
-
| |
-
| | |
585 bps
| |
297 bps
| |
|
Subordinate interests in whole loans, fixed rate
| | |
128,067
| |
46,468
| | |
11.6%
| |
4.1%
| | |
8.92%
| |
6.01%
| | |
-
| |
-
| |
|
Mezzanine loans, floating rate
| | |
61,632
| |
152,349
| | |
5.6%
| |
13.5%
| | |
-
| |
-
| | |
734 bps
| |
754 bps
| |
|
Mezzanine loans, fixed rate
| | |
50,512
| |
48,828
| | |
4.6%
| |
4.3%
| | |
12.78%
| |
12.69%
| | |
-
| |
-
| |
|
Preferred equity, floating rate
| | |
5,224
| |
5,224
| | |
0.5%
| |
0.5%
| | |
-
| |
-
| | |
350 bps
| |
350 bps
| |
|
Preferred equity, fixed rate
| | |
2,291
| |
4,230
| | |
0.2%
| |
0.4%
| | |
7.22%
| |
7.25%
| | |
-
| |
-
| |
|
Subtotal/ Weighted average
| | |
1,102,114
| |
1,123,528
| | |
100.0%
| |
100.0%
| | |
9.11%
| |
8.09%
| | |
402 bps
| |
400 bps
| |
|
CMBS, floating rate
| | |
48,790
| |
50,798
| | |
5.4%
| |
5.1%
| | |
-
| |
-
| | |
404 bps
| |
394 bps
| |
|
CMBS, fixed rate
| | |
848,397
| |
954,369
| | |
94.6%
| |
94.9%
| | |
7.41%
| |
8.37%
| | |
-
| |
-
| |
|
Subtotal/ Weighted average
| | |
897,187
| |
1,005,167
| | |
100.0%
| |
100.0%
| | |
7.41%
| |
8.37%
| | |
404 bps
| |
394 bps
| |
|
Total
| | |
$1,999,301
| |
$ 2,128,695
| | |
100.0%
| |
100.0%
| | |
7.94%
| |
8.32%
| | |
402 bps
| |
400 bps
| |
| | | | | | | | | | | | | | | | | | | | |
|
| (1) |
|
Loans and other lending investments and CMBS investments are
presented net of unamortized fees, discounts, unfunded commitments,
reserves for loan losses, impairments and other adjustments.
|
|
|
| (2) | |
Spreads over an index other than 30 day-LIBOR have been adjusted to
a LIBOR based equivalent. In some cases, LIBOR is floored, giving
rise to higher current effective spreads.
|
| |
|
At June 30, 2011 and December 31, 2010, Gramercy Finance had two
non-performing loans with an aggregate carrying value of $0, net of
associated valuation allowances. At June 30, 2011, the Company had seven
whole loans with an aggregate carrying value of $138.9 million, one
subordinate interest in a whole note with a carrying value of $1.2
million, five mezzanine loans with an aggregate carrying value of $27.4
million and two preferred equity investments with an aggregate carrying
value of $7.5 million classified as sub-performing. At December 31,
2010, one first mortgage loan with a carrying value of $13.2 million and
two mezzanine loans with an aggregate carrying value of $9.8 million
were classified as sub-performing.
Carrying values of loan investments originated or purchased during the
six months ended June 30, 2011 are summarized as follows (dollar amounts
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| Number of Investments |
|
| Debt Investments ($ in 000s) |
|
| Fixed Rate: Effective Yield |
|
| Floating Rate: Effective Spread | |
| Whole loans - floating rate |
|
|
2
|
|
|
$
|
42,994
|
|
|
---
|
|
|
571 bps
| |
| Whole loans - fixed rate |
|
|
3
|
|
|
$
|
150,968
|
|
|
8.32%
|
|
|
---
| |
| Total |
|
|
5
|
|
|
$
|
193,962
|
|
|
8.32%
|
|
|
571 bps
| |
|
|
| |
|
| |
|
| |
|
| | |
GRAMERCY REALTY
Rental revenues and operating expense reimbursements are primarily
comprised of revenue earned on the portfolio of 889 properties owned by
Gramercy Realty as of June 30, 2011.
For the six months ended June 30, 2011 and for the year ended December
31, 2010, rental revenue and operating expense reimbursements totaled
approximately $207.2 million and $425.3 million, respectively, compared
to $212.6 million and $437.8 million for the six months ended June 30,
2010 and the year ended December 31, 2009, respectively.
During 2010 and into 2011, the Company sought to extend or restructure
Gramercy Realty’s $240.5 million mortgage loan with Goldman Sachs
Mortgage Company, or GSMC, Citicorp North America, Inc., or Citicorp,
and SL Green Realty Corp., or SL Green, or the Goldman Mortgage Loan,
and Gramercy Realty’s $549.7 million senior and junior mezzanine loans
with KBS Real Estate Investment Trust, Inc., or KBS, GSMC, Citicorp and
SL Green, or the Goldman Mezzanine Loans. The Goldman Mortgage Loan was
collateralized by approximately 195 properties held by Gramercy Realty
and the Goldman Mezzanine Loans are collateralized by the equity
interest in substantially all of the entities comprising the Gramercy
Realty division, including its cash and cash equivalents totaling $34.5
million as of June 30, 2011. In March and April 2011, immediately prior
to the final maturity of the Goldman Mortgage Loan and the Goldman
Mezzanine Loans, the Company entered into a series of short term
extensions to provide additional time to exchange and consider proposals
for an extension, modification, restructuring or refinancing of the
Goldman Mortgage Loan and the Goldman Mezzanine Loans and to explore an
orderly transition of the collateral to the lenders if such discussions
failed. On May 9, 2011, the Company announced that the scheduled
maturity of the Goldman Mortgage Loan and the Goldman Mezzanine Loans
occurred without repayment and without an extension or restructuring of
the loans by the lenders. Notwithstanding the maturity and non-repayment
of the loans, the Company maintained active communications with the
lenders and in September 2011, the Company entered into a Settlement
Agreement for an orderly transition of substantially all of Gramercy
Realty’s assets to Gramercy Realty’s senior mezzanine lenders in full
satisfaction of Gramercy Realty’s obligations with respect to Gramercy
Realty’s Goldman Mortgage Loan, and the Goldman Mezzanine Loans, in
exchange for a mutual release of claims among the Company and the
mortgage and mezzanine lenders and, subject to certain termination
provisions, the Company’s continued management of Gramercy Realty’s
assets on behalf of the mezzanine lender for a fixed fee plus incentive
fees. In July 2011, Gramercy Realty’s Dana portfolio, which consisted of
15 properties totaling approximately 3.8 million rentable square feet,
was transferred to its mortgage lender through a deed in lieu of
foreclosure. Subsequent to those agreements, the business of Gramercy
Realty will change from being primarily an owner of commercial
properties to being primarily a third-party manager of commercial
properties. The scale of Gramercy Realty’s revenues will substantially
decline as a substantial portion of net revenues from property
operations will be replaced with fee revenues of a substantially smaller
scale. The Company anticipates that all transfers will be completed by
December 15, 2011, after which, the Company expects to retain a
portfolio of commercial real estate with an aggregate book value of
approximately $121.5 million, encumbered by non-recourse mortgage debt
held by the Company’s CDOs totaling $94.3 million, which mortgage debt
is eliminated on the Company’s consolidated financial statements.
In September 2011, the Company, as part of the Settlement Agreement,
entered into an interim management arrangement, or the Interim
Management Agreement, to provide for Gramercy Realty’s continued
management of the transferred assets through December 31, 2013 for a
fixed fee of $10.0 million annually, the reimbursement of certain costs
and incentive fees equal to 10.0% of the excess of the equity value, if
any, of the transferred collateral over $375.0 million plus all new
capital invested into the transferred collateral by KBS, its affiliates
and/or joint venture partners, or the Threshold Value Participation, and
12.5% of the excess equity value, if any, of the transferred collateral
over $468.5 million plus all new capital invested into the transferred
collateral by KBS, its affiliates and/or joint venture partners, or the
Excess Value Participation. The minimum amount of the Threshold Value
Participation equals $3.5 million. The Threshold Value Participation and
the Excess Value Participation will be valued and paid following the
earlier of December 31, 2013, subject to extension to no later than
December 31, 2015, or the sale by KBS of at least 90% (by value) of the
transferred collateral. Under the terms of the Interim Management
Agreement, the Company does not forfeit its incentive fee rights unless
it resigns as manager or is terminated as manager for cause and, with
respect to the Excess Value Participation, in the event of a Failure to
Agree Termination (as defined below). The Interim Management Agreement
may be terminated by either party without cause 90 days following
written notice; however, any notice of termination given by the Company
cannot be effective until December 31, 2011 at the earliest.
Notwithstanding the foregoing, the Company has commenced and diligently
seeks to negotiate a full and complete management services agreement
with KBS. However, if the parties do not execute a mutually acceptable
asset management services agreement prior to March 31, 2012, a Failure
to Agree Termination shall be effectuated and the Interim Management
Agreement shall automatically terminate on June 30, 2012, without
liability or a penalty of any kind, except for the Company’s loss of the
Excess Value Participation.
Gramercy Realty’s portfolio consists of office buildings and bank
branches serving primarily investment-grade rated financial
institutions. Gramercy Realty’s operating property portfolio as of June
30, 2011 and December 31, 2010 is summarized below:
|
|
|
| |
|
| |
|
| |
| | | | Number of Properties | | | Rentable Square feet | | | Occupancy |
| Properties (1) | | | | June 30, 2011 | |
| December 31, 2010 | | | June 30, 2011 |
|
| December 31, 2010 | | | June 30, 2011 |
|
| December 31, 2010 |
|
Branches
| | | |
568
| | |
571
| | |
3,669,601
| | |
3,689,190
| | |
84.2%
| | |
84.4%
|
|
Office Buildings
| | | |
320
| | |
321
| | |
21,592,250
| | |
21,613,441
| | |
81.6%
| | |
82.3%
|
|
Land
| | | |
1
| | |
2
| | |
-
| | |
-
| | |
-
| | |
-
|
|
Total
| | | |
889
| (2) | |
894
| | |
25,261,851
| | |
25,302,631
| | |
82.0%
| | |
82.6%
|
|
| |
| (1) | |
Excludes investments in unconsolidated joint ventures.
Approximately 872 properties, of which 52 properties are held by
an unconsolidated joint venture, comprising of approximately 20.9
million rentable square feet, of which approximately 251,349
rentable square feet are held owned through an unconsolidated
joint venture, are expected to be subject to the Settlement
Agreement and ownership will be transferred to Gramercy Realty’s
mezzanine lenders. In addition, the Dana portfolio, which consists
of 15 properties comprising of approximately 3.8 million rentable
square feet, was transferred to its mortgage lender through a deed
in lieu of foreclosure in July 2011.
|
| |
|
| (2) | |
As of June 30, 2011, includes the sale of five properties.
|
| |
|
DIVIDENDS
Beginning with the third quarter of 2008, the Company’s board of
directors elected not to pay a dividend on the Company’s common stock.
The Company’s board of directors also elected not to pay the Series A
preferred stock dividend of $0.50781 per share beginning with the fourth
quarter of 2008. As a result, the Company has accrued preferred stock
dividends for over six quarters which pursuant to the terms of the
Company’s charter, permits the Series A preferred stockholders to elect
an additional director to the board of directors. The Company may, or
upon a properly submitted request of the holders of the Series A
preferred stock representing 20% or more of the liquidation value of the
Series A preferred stock shall, call a special meeting of its
stockholders to elect such additional director in accordance with the
provisions of the Company’s bylaws and other procedures established by
the Company’s board of directors relating to election of directors. The
Company may not pay any dividends on its common stock until all accrued
dividends and the dividend for the then current quarter on the Series A
preferred stock are paid in full. The Company expects that it will
continue to elect to retain capital for liquidity purposes until the
requirement to make a cash distribution to satisfy its REIT requirements
arise.
COMPANY PROFILE
Gramercy Capital Corp. is a self-managed integrated commercial real
estate finance and property management and investment company whose
Gramercy Finance division focuses on the direct origination, acquisition
and portfolio management of whole loans, bridge loans, subordinate
interests in whole loans, mezzanine loans, preferred equity, commercial
mortgage-backed securities and other real estate securities, and whose
Gramercy Realty division historically focused on the acquisition and
management of commercial properties leased primarily to financial
institutions and affiliated users throughout the United States. The
Company is headquartered in New York City and has regional investment
and portfolio management offices in Jenkintown, Pennsylvania, Charlotte,
North Carolina, and St. Louis, Missouri.
To review the Company’s latest news releases and other corporate
documents, please visit the Company's website at www.gkk.com
or contact Investor Relations at 212-297-1000.
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 18 of this release.
(GKK-EN)
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 SEC.
|
|
| |
Selected Financial Data | | | |
| | |
|
| Gramercy Capital Corp. | | | |
| Condensed Consolidated Statements of Operations | | | |
| (Unaudited, dollar amounts in thousands, except share and per
share data) | | | |
|
|
|
|
| |
|
| |
|
|
| |
|
| | | | |
| | | | | Three months ended June 30, | | | | Six months ended June 30, | | | |
| | | | | 2011 | | | 2010 | | | | 2011 | | | 2010 | | | |
| Revenues | | | | | | | | | | | | | | | | | | |
|
Rental revenue
| | | | |
$
|
74,350
| | | |
$
|
76,654
| | | | |
$
|
149,909
| | | |
$
|
154,651
| | | | |
|
Investment income
| | | | | |
39,748
| | | | |
43,808
| | | | | |
80,259
| | | | |
88,059
| | | | |
|
Operating expense reimbursements
| | | | | |
29,058
| | | | |
29,120
| | | | | |
57,316
| | | | |
57,988
| | | | |
|
Other income
| | | | |
|
19,541
|
| | |
|
2,086
|
| | | |
|
23,862
|
| | |
|
3,955
|
| | | |
Total revenues
| | | | |
|
162,697
|
| | |
|
151,668
|
| | | |
|
311,346
|
| | |
|
304,653
|
| | | |
| | | | | | | | | | | | | | | | | |
|
| Expenses | | | | | | | | | | | | | | | | | | |
|
Property operating expenses
| | | | | | | | | | | | | | | | | | |
|
Real estate taxes
| | | | | |
9,972
| | | | |
10,137
| | | | | |
20,315
| | | | |
20,660
| | | | |
|
Utilities
| | | | | |
9,796
| | | | |
9,057
| | | | | |
20,041
| | | | |
19,247
| | | | |
|
Ground rent and leasehold obligations
| | | | | |
5,063
| | | | |
5,022
| | | | | |
9,888
| | | | |
9,839
| | | | |
|
Property and leasehold impairments
| | | | | |
691
| | | | |
-
| | | | | |
721
| | | | |
(1
|
)
| | | |
|
Direct billable expenses
| | | | | |
1,559
| | | | |
1,046
| | | | | |
2,614
| | | | |
2,360
| | | | |
|
Other property operating expenses
| | | | |
|
22,010
|
| | |
|
19,840
|
| | | |
|
46,208
|
| | |
|
39,114
|
| | | |
|
Total property operating expenses
| | | | |
|
49,091
|
| | |
|
45,102
|
| | | |
|
99,787
|
| | |
|
91,219
|
| | | |
| | | | | | | | | | | | | | | | | |
|
|
Interest expense
| | | | | |
56,690
| | | | |
48,476
| | | | | |
107,280
| | | | |
98,746
| | | | |
|
Depreciation and amortization
| | | | | |
18,626
| | | | |
26,399
| | | | | |
37,511
| | | | |
54,076
| | | | |
|
Management, general and administrative
| | | | | |
7,694
| | | | |
9,830
| | | | | |
14,111
| | | | |
17,316
| | | | |
|
Management fees
| | | | | |
-
| | | | |
-
| | | | | |
-
| | | | |
-
| | | | |
|
Impairment on commercial mortgage-backed securities
| | | | | |
6,037
| | | | |
2,277
| | | | | |
6,037
| | | | |
14,603
| | | | |
|
Provision for loan loss
| | | | |
|
18,783
|
| | |
|
13,230
|
| | | |
|
36,283
|
| | |
|
54,390
|
| | | |
|
Total expenses
| | | | |
|
156,921
|
| | |
|
145,314
|
| | | |
|
301,009
|
| | |
|
330,350
|
| | | |
| | | | | | | | | | | | | | | | | |
|
Income (loss) from continuing operations before equity in income
(loss) from unconsolidated joint ventures, provisions for taxes
and non-controlling interest
| | | | | |
5,776
| | | | |
6,354
| | | | | |
10,337
| | | | |
(25,697
|
)
| | | |
| | | | | | | | | | | | | | | | | |
|
|
Equity in net income of unconsolidated joint ventures
| | | | |
|
(706
|
)
| | |
|
(1,017
|
)
| | | |
|
(1,393
|
)
| | |
|
(2,687
|
)
| | | |
Income (loss) from continuing operations before provision for
taxes, gain on extinguishment of debt and discontinued operations
| | | | | |
5,070
| | | | |
5,337
| | | | | |
8,944
| | | | |
(28,384
|
)
| | | |
| | | | | | | | | | | | | | | | | |
|
|
Gain on extinguishment of debt
| | | | | |
10,870
| | | | |
-
| | | | | |
14,526
| | | | |
7,740
| | | | |
|
Provision for taxes
| | | | |
|
(3
|
)
| | |
|
(66
|
)
| | | |
|
(73
|
)
| | |
|
(104
|
)
| | | |
|
Net income (loss) from continuing operations
| | | | | |
15,937
| | | | |
5,271
| | | | | |
23,397
| | | | |
(20,748
|
)
| | | |
|
Net income (loss) from discontinued operations
| | | | | |
(112
|
)
| | | |
3,490
| | | | | |
(1,760
|
)
| | | |
6,080
| | | | |
|
Net gains from disposals
| | | | |
|
1,437
|
| | |
|
271
|
| | | |
|
2,374
|
| | |
|
1,312
|
| | | |
|
Net income (loss) from discontinued operations
| | | | |
|
1,325
|
| | |
|
3,761
|
| | | |
|
614
|
| | |
|
7,392
|
| | | |
|
Net income (loss)
| | | | | |
17,262
| | | | |
9,032
| | | | | |
24,011
| | | | |
(13,356
|
)
| | | |
|
Net (income) loss attributable to non-controlling interest
| | | | |
|
-
|
| | |
|
20
|
| | | |
|
-
|
| | |
|
(24
|
)
| | | |
|
Net income (loss) attributable to Gramercy Capital Corp.
| | | | | |
17,262
| | | | |
9,052
| | | | | |
24,011
| | | | |
(13,380
|
)
| | | |
|
Accrued preferred stock dividends
| | | | |
|
(1,790
|
)
| | |
|
(2,336
|
)
| | | |
|
(3,580
|
)
| | |
|
(4,672
|
)
| | | |
|
Net income (loss) available to common stockholders
| | | | |
$
|
15,472
|
| | |
$
|
6,716
|
| | | |
$
|
20,431
|
| | |
$
|
(18,052
|
)
| | | |
| | | | | | | | | | | | | | | | | |
|
| Basic earnings per share: | | | | | | | | | | | | | | | | | | |
Net income (loss) from continuing operations, net of
non-controlling interest and after preferred dividends
| | | | |
$
|
0.28
| | | |
$
|
0.05
| | | | |
$
|
0.40
| | | |
$
|
(0.51
|
)
| | | |
|
Net income (loss) from discontinued operations
| | | | |
|
0.03
|
| | |
|
0.08
|
| | | |
|
0.01
|
| | |
|
0.15
|
| | | |
|
Net income (loss) available to common stockholders
| | | | |
$
|
0.31
|
| | |
$
|
0.13
|
| | | |
$
|
0.41
|
| | |
$
|
(0.36
|
)
| | | |
| | | | | | | | | | | | | | | | | |
|
| Diluted earnings per share: | | | | | | | | | | | | | | | | | | |
Net income (loss) from continuing operations, net of
non-controlling interest and after preferred dividends
| | | | |
$
|
0.28
| | | |
$
|
0.05
| | | | |
$
|
0.39
| | | |
$
|
(0.51
|
)
| | | |
|
Net income (loss) from discontinued operations
| | | | |
|
0.03
|
| | |
|
0.08
|
| | | |
|
0.01
|
| | |
|
0.15
|
| | | |
|
Net income (loss) available to common stockholders
| | | | |
$
|
0.31
|
| | |
$
|
0.13
|
| | | |
$
|
0.40
|
| | |
$
|
(0.36
|
)
| | | |
|
Basic weighted average common shares outstanding
| | | | |
|
49,998,728
|
| | |
|
49,905,648
|
| | | |
|
49,995,429
|
| | |
|
49,902,248
|
| | | |
Diluted weighted average common shares and common share
equivalents outstanding
| | | | |
|
50,692,846
|
| | |
|
50,432,260
|
| | | |
|
50,716,953
|
| | |
|
49,902,248
|
| | | |
|
|
|
|
| Gramercy Capital Corp. | |
| Condensed Consolidated Balance Sheets | |
| (Unaudited, dollar amounts in thousands, except share and per
share data) | |
|
|
|
| |
|
| | |
| | | | June 30, | | | December 31, | |
| | | | 2011 | | | 2010 | |
| Assets: | | | | | | | | |
|
Real estate investments, at cost:
| | | | | | | | |
|
Land
| | | |
$
|
611,839
| | | |
$
|
608,455
| | |
|
Building and improvements
| | | | |
1,834,139
| | | | |
1,818,012
| | |
|
Other real estate investments
| | | | |
20,318
| | | | |
20,318
| | |
|
Less: accumulated depreciation
| | | |
|
(191,381
|
)
| | |
|
(168,333
|
)
| |
|
Total real estate investments, net
| | | | |
2,274,915
| | | | |
2,278,452
| | |
| | | | | | | |
|
|
Cash and cash equivalents
| | | | |
166,890
| | | | |
220,777
| | |
|
Restricted cash
| | | | |
124,261
| | | | |
128,806
| | |
|
Pledged government securities, net
| | | | |
90,524
| | | | |
92,918
| | |
|
Loans and other lending investments, net
| | | | |
273
| | | | |
1,512
| | |
|
Investment in joint ventures
| | | | |
1,404
| | | | |
3,650
| | |
|
Assets held for sale, net
| | | | |
857
| | | | | |
|
Tenant and other receivables, net
| | | | |
46,499
| | | | |
44,788
| | |
|
Derivative instruments, at fair value
| | | | |
-
| | | | |
4
| | |
|
Acquired lease assets, net of accumulated amortization of $164,861
and $147,366
| | | | |
298,358
| | | | |
310,207
| | |
|
Deferred costs, net of accumulated amortization of $35,413 and
$29,929
| | | | |
6,997
| | | | |
8,156
| | |
|
Other assets
| | | |
|
14,280
|
| | |
|
15,210
|
| |
|
Subtotal
| | | |
|
3,025,258
|
| | |
|
3,104,480
|
| |
| | | | | | | |
|
| Assets of Consolidated Variable Interest Entities ("VIEs"): | | | | | | | | |
|
Real estate investments, at cost:
| | | | | | | | |
|
Land
| | | | |
21,967
| | | | |
26,486
| | |
|
Building and improvements
| | | | |
4,083
| | | | |
18,970
| | |
|
Less: accumulated depreciation
| | | |
|
(207
|
)
| | |
|
(208
|
)
| |
|
Total real estate investments directly owned
| | | | |
25,843
| | | | |
45,248
| | |
| | | | | | | |
|
|
Cash and cash equivalents
| | | | |
58
| | | | |
68
| | |
|
Restricted cash
| | | | |
155,685
| | | | |
116,591
| | |
|
Loans and other lending investments, net
| | | | |
1,101,841
| | | | |
1,122,016
| | |
|
Commercial mortgage-backed securities - available for sale
| | | | |
897,187
| | | | |
31,889
| | |
|
Commercial mortgage-backed securities - held to maturity
| | | | |
-
| | | | |
973,278
| | |
|
Assets held for sale, net
| | | | |
9,912
| | | | |
28,660
| | |
|
Derivative instruments, at fair value
| | | | |
1,912
| | | | |
1,632
| | |
|
Accrued interest
| | | | |
31,146
| | | | |
29,784
| | |
|
Acquired lease assets, net of accumulated amortization of $0 and $153
| | | | |
-
| | | | |
5,546
| | |
|
Deferred costs, net of accumulated amortization of $28,692 and
$25,760
| | | | |
11,782
| | | | |
14,744
| | |
|
Other assets
| | | |
|
18,099
|
| | |
|
18,057
|
| |
|
Subtotal
| | | |
|
2,253,465
|
| | |
|
2,387,513
|
| |
| | | | | | | |
|
|
Total assets
| | | |
$
|
5,278,723
|
| | |
$
|
5,491,993
|
| |
|
|
|
| |
| | | |
|
| Gramercy Capital Corp. | | | | |
| Condensed Consolidated Balance Sheets | | | | |
| (Unaudited, dollar amounts in thousands, except share and per
share data) | | | | |
|
|
| |
|
|
| | | | | |
| | | June 30, | | | | December 31, | | | | |
| | | 2011 | | | | 2010 | | | | |
| Liabilities and Equity: | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | |
|
Mortgage notes payable
| | |
$
|
1,618,120
| | | | |
$
|
1,640,671
| | | | | |
|
Mezzanine notes payable
| | |
|
549,456
|
| | | |
|
549,713
|
| | | | |
|
Total secured and other debt
| | | |
2,167,576
| | | | | |
2,190,384
| | | | | |
| | | | | | | | | | |
|
|
Accounts payable and accrued expenses
| | | |
52,997
| | | | | |
57,688
| | | | | |
|
Dividends payable
| | | |
19,695
| | | | | |
16,114
| | | | | |
|
Accrued interest payable
| | | |
22,274
| | | | | |
6,934
| | | | | |
|
Deferred revenue
| | | |
145,477
| | | | | |
152,601
| | | | | |
|
Below market lease liabilities, net of accumulated amortization of
$257,985 and $223,256
| | | |
658,443
| | | | | |
691,592
| | | | | |
|
Leasehold interests, net of accumulated amortization of $9,311 and
$7,770
| | | |
16,207
| | | | | |
17,027
| | | | | |
|
Liabilities related to assets held for sale
| | | |
7
| | | | | |
-
| | | | | |
|
Other liabilities
| | |
|
-
|
| | | |
|
734
|
| | | | |
|
Subtotal
| | |
|
3,082,676
|
| | | |
|
3,133,074
|
| | | | |
| | | | | | | | | | |
|
| Non-Recourse Liabilities of Consolidated VIEs: | | | | | | | | | | | |
|
Collateralized debt obligations
| | |
|
2,580,266
|
| | | |
|
2,682,321
|
| | | | |
|
Total secured and other debt
| | | |
2,580,266
| | | | | |
2,682,321
| | | | | |
| | | | | | | | | | |
|
|
Accounts payable and accrued expenses
| | | |
4,169
| | | | | |
1,438
| | | | | |
|
Accrued interest payable
| | | |
3,151
| | | | | |
4,818
| | | | | |
|
Deferred revenue
| | | |
142
| | | | | |
188
| | | | | |
|
Below market lease liabilities, net of accumulated amortization of
$0 and $26
| | | |
-
| | | | | |
1,556
| | | | | |
|
Liabilities related to assets held for sale
| | | |
-
| | | | | |
531
| | | | | |
|
Derivative instruments, at fair value
| | | |
155,921
| | | | | |
157,932
| | | | | |
|
Other Liabilities
| | |
|
764
|
| | | |
|
3,128
|
| | | | |
|
Subtotal
| | |
|
2,744,413
|
| | | |
|
2,851,912
|
| | | | |
| | | | | | | | | | |
|
|
Total liabilities
| | |
|
5,827,089
|
| | | |
|
5,984,986
|
| | | | |
| | | | | | | | | | |
|
|
Commitments and contingencies
| | | |
-
| | | | | |
-
| | | | | |
| | | | | | | | | | |
|
| Equity: | | | | | | | | | | | |
Common stock, par value $0.001, 100,000,000 shares authorized,
49,999,739 and 49,984,559 shares issued and outstanding at June
30, 2011 and December 31, 2010, respectively.
| | | |
50
| | | | | |
50
| | | | | |
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 June 30, 2011 and
December 31, 2010, respectively.
| | | |
85,235
| | | | | |
85,235
| | | | | |
|
Additional paid-in-capital
| | | |
1,078,698
| | | | | |
1,078,198
| | | | | |
|
Accumulated other comprehensive loss
| | | |
(237,089
|
)
| | | | |
(160,785
|
)
| | | | |
|
Accumulated deficit
| | |
|
(1,476,163
|
)
| | | |
|
(1,496,594
|
)
| | | | |
|
Total Gramercy Capital Corp. stockholders' equity
| | | |
(549,269
|
)
| | | | |
(493,896
|
)
| | | | |
|
Non-controlling interest
| | |
|
903
|
| | | |
|
903
|
| | | | |
|
Total equity
| | |
|
(548,366
|
)
| | | |
|
(492,993
|
)
| | | | |
|
Total liabilities and equity
| | |
$
|
5,278,723
|
| | | |
$
|
5,491,993
|
| | | | |
|
| |
| |
|
| Gramercy Capital Corp. | | |
| Reconciliation of Non-GAAP Financial Measures | | |
| (Unaudited, amounts in thousands, except per share data) | | |
|
|
|
| |
|
| |
|
|
| |
|
| |
|
|
| | | |
| | | | For the Three Months Ended | | | | For the Six Months Ended | | | | For the Year Ended | | |
| | | | June 30, 2011 | | | June 30, 2010 | | | | June 30, 2011 | | | June 30, 2010 | | | | December 31, 2010 | | |
| | | | | | | | | | | | | | | | | | | |
|
|
Net income (loss) available to common stockholders
| | | |
$
|
15,472
| | | |
$
|
6,716
| | | | |
$
|
20,431
| | | |
$
|
(18,052
|
)
| | | |
$
|
(968,773
|
)
| | |
|
Add:
| | | | | | | | | | | | | | | | | | | | |
|
Depreciation and amortization
| | | | |
20,147
| | | | |
28,228
| | | | | |
40,588
| | | | |
57,793
| | | | | |
115,051
| | | |
|
FFO adjustments for unconsolidated joint ventures
| | | | |
1,096
| | | | |
1,080
| | | | | |
2,192
| | | | |
2,160
| | | | | |
4,347
| | | |
|
Less:
| | | | | | | | | | | | | | | | | | | | |
|
Non real estate depreciation and amortization
| | | | |
(1,823
|
)
| | | |
(1,936
|
)
| | | | |
(3,630
|
)
| | | |
(4,121
|
)
| | | | |
(7,925
|
)
| | |
|
Gain on sale of real estate
| | | |
|
(1,437
|
)
| | |
|
(350
|
)
| | | |
|
(2,374
|
)
| | |
|
(1,391
|
)
| | | |
|
(13,302
|
)
| | |
| Funds from operations | | | |
$
|
33,455
|
| | |
$
|
33,738
|
| | | |
$
|
57,207
|
| | |
$
|
36,389
|
| | | |
$
|
(870,602
|
)
| | |
| | | | | | | | | | | | | | | | | | | |
|
|
Funds from operations per share - basis
| | | |
$
|
0.67
|
| | |
$
|
0.68
|
| | | |
$
|
1.14
|
| | |
$
|
0.73
|
| | | |
$
|
(17.44
|
)
| | |
| | | | | | | | | | | | | | | | | | | |
|
|
Funds from operations per share - diluted
| | | |
$
|
0.66
|
| | |
$
|
0.67
|
| | | |
$
|
1.13
|
| | |
$
|
0.73
|
| | | |
$
|
(17.44
|
)
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|

Contacts:
Gramercy Capital Corp.
Jon W. Clark, 212-297-1000
Chief
Financial Officer
or
Julia M. Rivera, 212-297-1000
Investor
Relations
Source: Gramercy Capital Corp.
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