Attached files
file | filename |
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8-K - FORM 8-K - GRUBB & ELLIS CO | c21150e8vk.htm |
EX-10.1 - EXHIBIT 10.1 - GRUBB & ELLIS CO | c21150exv10w1.htm |
EX-10.3 - EXHIBIT 10.3 - GRUBB & ELLIS CO | c21150exv10w3.htm |
EX-10.2 - EXHIBIT 10.2 - GRUBB & ELLIS CO | c21150exv10w2.htm |
EX-99.1 - EXHIBIT 99.1 - GRUBB & ELLIS CO | c21150exv99w1.htm |
Exhibit 99.2
Grubb & Ellis Company
Unaudited Pro Forma Condensed Consolidated Financial Statements
As of March 31, 2011 and for the Three Months Ended March 31, 2011
and for the Year Ended December 31, 2010
Unaudited Pro Forma Condensed Consolidated Financial Statements
As of March 31, 2011 and for the Three Months Ended March 31, 2011
and for the Year Ended December 31, 2010
The accompanying unaudited pro forma condensed consolidated financial statements (including
the notes thereto) are qualified in their entirety by reference to and should be read in
conjunction with our Quarterly Report on Form 10-Q for the three months ended March 31, 2011 and our Annual Report on Form 10-K for the year ended December 31, 2010. In
managements opinion, all adjustments necessary to reflect the transactions have been made.
The accompanying unaudited pro forma condensed consolidated balance sheet as of March 31, 2011
is presented as if we sold Daymark Realty Advisors, Inc. (Daymark) and Alesco Global Advisors
(Alesco), on March 31, 2011.
The accompanying unaudited pro forma condensed consolidated statement of operations for the
three months ended March 31, 2011 is presented as if we sold Daymark and Alesco on January 1, 2011.
The accompanying unaudited pro forma condensed consolidated statement of operations for the
year ended December 31, 2010 is presented as if we sold Daymark and Alesco on January 1, 2010.
The accompanying unaudited pro forma condensed consolidated financial statements are unaudited
and are subject to a number of estimates, assumptions, and other uncertainties, and do not purport
to be indicative of the actual results of operations that would have occurred had the dispositions
reflected therein in fact occurred on the dates specified, nor do such financial statements purport
to be indicative of the results of operations that may be achieved in the future.
Grubb & Ellis Company
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2011
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2011
Disposition of | ||||||||||||
Company | Daymark and | Company | ||||||||||
Historical(A) | Alesco (B) | Pro Forma | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 9,338 | $ | (2,450) | (C) | $ | 6,888 | |||||
Restricted cash |
8,739 | (4,903 | ) | 3,836 | ||||||||
Investment in marketable equity securities |
2,855 | (867 | ) | 1,988 | ||||||||
Accounts receivable from related parties net |
3,504 | 82 | 3,586 | |||||||||
Notes and advances to related parties net |
3,755 | (3,755 | ) | | ||||||||
Service fees receivable net |
30,950 | | 30,950 | |||||||||
Professional service contracts net |
3,455 | | 3,455 | |||||||||
Prepaid expenses and other assets |
14,350 | (925 | ) | 13,425 | ||||||||
Total current assets |
76,946 | (12,818 | ) | 64,128 | ||||||||
Accounts receivable from related parties net |
11,438 | (11,438 | ) | | ||||||||
Notes and advances to related parties net |
7,500 | (7,500 | ) | | ||||||||
Professional service contracts net |
5,259 | | 5,259 | |||||||||
Investments in unconsolidated entities |
5,166 | (5,166 | ) | | ||||||||
Property held for investment net |
44,871 | (44,871 | ) | | ||||||||
Property, equipment and leasehold improvements
net |
11,379 | (1,306 | ) | 10,073 | ||||||||
Identified intangible assets net |
86,032 | (6,392 | ) | 79,640 | ||||||||
Other assets net |
6,419 | (4,397 | ) | 2,022 | ||||||||
Goodwill |
1,521 | | 1,521 | |||||||||
Total assets |
$ | 256,531 | $ | (93,888 | ) | $ | 162,643 | |||||
LIABILITIES AND SHAREOWNERS DEFICIT |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable and accrued expenses |
$ | 72,348 | $ | (9,526 | )(D) | $ | 62,822 | |||||
Due to related parties |
1,775 | (1,775 | ) | | ||||||||
Notes payable and capital lease obligations |
809 | 5,000 | (C) | 5,809 | ||||||||
Other liabilities |
16,651 | (16,425 | ) | 226 | ||||||||
Total current liabilities |
91,583 | (22,726 | ) | 68,857 | ||||||||
Long-term liabilities: |
||||||||||||
NNN senior notes |
16,277 | (16,277 | ) | | ||||||||
Convertible notes |
30,212 | | 30,212 | |||||||||
Mortgage notes |
70,000 | (70,000 | ) | | ||||||||
Notes payable and capital lease obligations |
534 | (14 | ) | 520 | ||||||||
Other long-term liabilities |
8,902 | | 8,902 | |||||||||
Deferred tax liabilities |
25,269 | (198 | ) | 25,071 | ||||||||
Total liabilities |
242,777 | (109,215 | ) | 133,562 | ||||||||
Commitments and contingencies |
||||||||||||
Preferred stock: 12% cumulative participating
perpetual convertible; $0.01 par value; 1,000,000
authorized as of March 31, 2011; 965,700 shares
issued and outstanding as of March 31, 2011 |
92,977 | | 92,977 | |||||||||
Shareowners deficit: |
||||||||||||
Preferred stock: $0.01 par value; 19,000,000
shares authorized as of March 31, 2011; no shares
issued and outstanding as of March 31, 2011 |
| | | |||||||||
Common stock: $0.01 par value; 200,000,000 shares
authorized as of March 31, 2011; 69,921,581 shares
issued and outstanding as of March 31, 2011 |
699 | | 699 | |||||||||
Additional paid-in capital |
408,579 | | 408,579 | |||||||||
Accumulated deficit |
(497,170 | ) | 23,784 | (473,386 | ) | |||||||
Other comprehensive income |
184 | | 184 | |||||||||
Total Grubb & Ellis Company shareowners
deficit |
(87,708 | ) | 23,784 | (63,924 | ) | |||||||
Noncontrolling interests |
8,485 | (8,457 | ) | 28 | ||||||||
Total deficit |
(79,223 | ) | 15,327 | (63,896 | ) | |||||||
Total liabilities and shareowners deficit |
$ | 256,531 | $ | (93,888 | ) | $ | 162,643 | |||||
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
Grubb & Ellis Company
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, 2011
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, 2011
Disposition of | ||||||||||||
Company | Daymark and | Company | ||||||||||
Historical(A) | Alesco(E) | Pro Forma | ||||||||||
REVENUE |
||||||||||||
Management services |
$ | 59,045 | | $ | 59,045 | |||||||
Transaction services |
50,452 | | 50,452 | |||||||||
Investment management |
2,696 | 65 | 2,761 | |||||||||
Investment management Daymark |
4,035 | (4,035 | ) | | ||||||||
Rental related |
3,860 | (3,860 | ) | | ||||||||
Total revenue |
120,088 | (7,830 | ) | 112,258 | ||||||||
OPERATING EXPENSE |
||||||||||||
Compensation costs |
114,309 | (4,883 | ) | 109,426 | ||||||||
General and administrative |
22,846 | (4,699 | ) | 18,147 | ||||||||
Provision for doubtful accounts |
2,326 | (1,087 | ) | 1,239 | ||||||||
Depreciation and amortization |
3,469 | (1,387 | ) | 2,082 | ||||||||
Rental related |
2,344 | (2,344 | ) | | ||||||||
Interest |
2,317 | (1,445 | ) | (F) | 872 | |||||||
Real estate related recoveries |
(9,024 | ) | 9,024 | | ||||||||
Intangible asset impairment |
480 | (480 | ) | | ||||||||
Total operating expense |
139,067 | (7,301 | ) | 131,766 | ||||||||
OPERATING LOSS |
(18,979 | ) | (529 | ) | (19,508 | ) | ||||||
OTHER (EXPENSE) INCOME |
||||||||||||
Equity in losses of unconsolidated entities |
(71 | ) | (93 | ) | (164 | ) | ||||||
Interest income |
79 | (41 | ) | 38 | ||||||||
Other income |
287 | (287 | ) | | ||||||||
Total other income (expense) |
295 | (421 | ) | (126 | ) | |||||||
NET LOSS |
(18,684 | ) | (950 | ) | (19,634 | ) | ||||||
Net loss attributable to noncontrolling interests |
(395 | ) | 395 | | ||||||||
NET LOSS ATTRIBUTABLE TO GRUBB & ELLIS COMPANY |
(18,289 | ) | (1,345 | ) | (19,634 | ) | ||||||
Preferred stock dividends |
(2,897 | ) | | (2,897 | ) | |||||||
NET LOSS ATTRIBUTABLE TO GRUBB & ELLIS COMPANY
COMMON SHAREOWNERS |
$ | (21,186 | ) | $ | (1,345 | ) | $ | (22,531 | ) | |||
Basic loss per share |
||||||||||||
Net loss per share attributable to Grubb &
Ellis Company common shareowners |
$ | (0.32 | ) | $ | (0.34 | ) | ||||||
Diluted loss per share |
||||||||||||
Net loss per share attributable to Grubb &
Ellis Company common shareowners |
$ | (0.32 | ) | $ | (0.34 | ) | ||||||
Basic weighted average shares outstanding |
65,664 | 65,664 | ||||||||||
Diluted weighted average shares outstanding |
65,664 | 65,664 | ||||||||||
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
Grubb & Ellis Company
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010
Disposition of | |||||||||||||
Company | Daymark and | Company | |||||||||||
Historical(G) | Alesco(H) | Pro Forma | |||||||||||
REVENUE |
|||||||||||||
Management services |
$ | 274,606 | | $ | 274,606 | ||||||||
Transaction services |
236,238 | | 236,238 | ||||||||||
Investment management |
21,333 | (10,628 | ) | 10,705 | |||||||||
Investment management Daymark |
21,918 | (21,918 | ) | | |||||||||
Rental related |
21,362 | (21,362 | ) | | |||||||||
Total revenue |
575,457 | (53,908 | ) | 521,549 | |||||||||
OPERATING EXPENSE |
|||||||||||||
Compensation costs |
519,694 | (25,338 | ) | 494,356 | |||||||||
General and administrative |
75,624 | (11,896 | ) | 63,728 | |||||||||
Provision for doubtful accounts |
9,363 | (3,189 | ) | 6,174 | |||||||||
Depreciation and amortization |
12,665 | (5,409 | ) | 7,256 | |||||||||
Rental related |
16,523 | (16,523 | ) | | |||||||||
Interest |
8,504 | (6,069 | ) | (F) | 2,435 | ||||||||
Real estate
related impairments |
859 | (859 | ) | | |||||||||
Intangible asset impairment |
2,769 | (2,769 | ) | | |||||||||
Total operating expense |
646,001 | (72,052 | ) | 573,949 | |||||||||
OPERATING LOSS |
(70,544 | ) | 18,144 | (52,400 | ) | ||||||||
OTHER (EXPENSE) INCOME |
|||||||||||||
Equity in losses of unconsolidated entities |
(1,413 | ) | 611 | (802 | ) | ||||||||
Interest income |
428 | (249 | ) | 179 | |||||||||
Other income |
658 | (204 | ) | 454 | |||||||||
Total other
expense |
(327 | ) | 158 | (169 | ) | ||||||||
Loss from continuing operations before income tax benefit |
(70,871 | ) | 18,302 | (52,569 | ) | ||||||||
Income tax benefit |
78 | (609 | ) | (531 | ) | ||||||||
Loss from continuing operations |
(70,793 | ) | 17,693 | (53,100 | ) | ||||||||
DISCONTINUED OPERATIONS |
|||||||||||||
Loss from discontinued operations net of taxes |
(211 | ) | 211 | | |||||||||
Gain from discontinued operations net of taxes |
1,273 | (1,273 | ) | | |||||||||
Total income from discontinued operations |
1,062 | (1,062 | ) | | |||||||||
NET LOSS |
(69,731 | ) | 16,631 | (53,100 | ) | ||||||||
Net (loss)
income attributable to noncontrolling interests |
(2,951 | ) | 3,181 | 230 | |||||||||
NET LOSS ATTRIBUTABLE TO GRUBB & ELLIS COMPANY |
(66,780 | ) | 13,450 | (53,330 | ) | ||||||||
Preferred stock dividends |
(11,588 | ) | | (11,588 | ) | ||||||||
NET LOSS ATTRIBUTABLE TO GRUBB & ELLIS COMPANY COMMON
SHAREOWNERS |
$ | (78,368 | ) | $ | 13,450 | $ | (64,918 | ) | |||||
Basic loss per share |
|||||||||||||
Loss from continuing operations attributable to
Grubb & Ellis Company common shareowners |
$ | (1.23 | ) | $ | (1.00 | ) | |||||||
Income from discontinued operations attributable to
Grubb & Ellis Company common shareowners |
$ | 0.02 | $ | | |||||||||
Net loss per share attributable to Grubb & Ellis
Company common shareowners |
$ | (1.21 | ) | $ | (1.00 | ) | |||||||
Diluted loss per share |
|||||||||||||
Loss from continuing operations attributable to
Grubb & Ellis Company common shareowners |
$ | (1.23 | ) | $ | (1.00 | ) | |||||||
Income from discontinued operations attributable to
Grubb & Ellis Company common shareowners |
$ | 0.02 | $ | | |||||||||
Net loss per share attributable to Grubb & Ellis
Company common shareowners |
$ | (1.21 | ) | $ | (1.00 | ) | |||||||
Basic weighted average shares outstanding |
64,756 | 64,756 | |||||||||||
Diluted weighted average shares outstanding |
64,756 | 64,756 | |||||||||||
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
Grubb & Ellis Company
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(A) | As reported in our Quarterly Report on Form 10-Q for the quarter ended March 31,
2011. |
|
(B) | Adjustments have been made to reflect the sale of Daymark Realty Advisors, Inc.
(Daymark) and Grubb & Ellis Alesco Global Advisors, LLC (Alesco) to unaffiliated
third parties, as if the sales had occurred on March 31, 2011. As such, adjustments have
been made to remove the carrying value of the assets and liabilities as of March 31, 2011
related to Daymark and Alesco. |
|
(C) | In connection with the sale of Daymark, we paid $0.5 million to pay down a portion
of the intercompany balance owed to Daymark as of March 31, 2011. $5.0 million of the
intercompany balance was converted to a note payable from Grubb & Ellis Company to
Daymark due five years from the date of the sale transaction (August 10, 2016) at an
annual interest rate of 7.95% and $10.7 million of the intercompany payable balance was
assumed by the purchaser. Adjustment also includes estimated closing costs of $4.2
million related to the sale of Daymark and anticipated sales proceeds of $2.25 million
related to the pending sale of Alesco. |
|
(D) | Includes $1.65 million
of certain indemnifications and reimbursements of costs provided to purchaser. |
|
(E) | Adjustments have been made to reflect the sale of Daymark and Alesco to
unaffiliated third parties, as if the sales had occurred on January 1, 2011. As such,
adjustments have been made to remove all revenues and expenses of Daymark and Alesco
during the three months ended March 31, 2011. |
|
(F) | Includes interest expense on the $5.0 million note payable to Daymark at an annual
interest rate of 7.95%. The note matures five years from the date of the Daymark sale
transaction (August 10, 2016). |
|
(G) | As reported in our Annual Report on Form 10-K for the year ended December 31, 2010. |
|
(H) | Adjustments have been made to reflect the sale of Daymark and Alesco to
unaffiliated third parties, as if the sales had occurred on January 1, 2010. As such,
adjustments have been made to remove all revenues and expenses of Daymark and Alesco
during the year ended December 31, 2010. |