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EX-32.2 - EX-32.2 - GTJ REIT, Inc.ck0001368757-ex322_7.htm
EX-32.1 - EX-32.1 - GTJ REIT, Inc.ck0001368757-ex321_9.htm
EX-31.2 - EX-31.2 - GTJ REIT, Inc.ck0001368757-ex312_6.htm
EX-31.1 - EX-31.1 - GTJ REIT, Inc.ck0001368757-ex311_8.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      

Commission file number: 333-136110

 

GTJ REIT, INC.

(Exact name of registrant as specified in its charter)

 

 

Maryland

20-5188065

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

60 Hempstead Avenue

West Hempstead, New York

11552

(Address of principal executive offices)

(Zip Code)

(516) 693-5500

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

  (Do not check if smaller reporting company)

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 13,618,884 shares of common stock as of May 10, 2017.

 

 

 

 

 


 

GTJ REIT, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2017

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets at March 31, 2017 (Unaudited) and December 31, 2016

2

 

 

 

 

Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2017 and 2016

3

 

 

 

 

Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2017

4

 

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2017 and 2016

5

 

 

 

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

6

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24

 

 

 

Item 4.

Controls and Procedures

25

5

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

26

 

 

 

Item 1A.

Risk Factors

26

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

 

 

 

Item 3.

Defaults Upon Senior Securities

26

 

 

 

Item 4.

Mine Safety Disclosures

27

 

 

 

Item 5.

Other Information

27

 

 

 

Item 6.

Exhibits

28

 

 

Signatures

29

 

 

 

1


 

GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

 

 

March 31,

 

 

December 31,

 

 

2017

 

 

2016

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Real estate, at cost:

 

 

 

 

 

 

 

Land

$

193,855

 

 

$

193,855

 

Buildings and improvements

 

284,997

 

 

 

280,718

 

Total real estate, at cost

 

478,852

 

 

 

474,573

 

Less: accumulated depreciation and amortization

 

(47,558

)

 

 

(45,252

)

Net real estate held for investment

 

431,294

 

 

 

429,321

 

Cash and cash equivalents

 

10,661

 

 

 

15,932

 

Rental income in excess of amount billed

 

15,845

 

 

 

15,793

 

Acquired lease intangible assets, net

 

13,730

 

 

 

14,389

 

Other assets

 

12,628

 

 

 

12,492

 

Total assets

$

484,158

 

 

$

487,927

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Mortgage notes payable, net

$

332,655

 

 

$

335,694

 

Secured revolving credit facility

 

27,775

 

 

 

27,775

 

Accounts payable and accrued expenses

 

4,323

 

 

 

2,833

 

Dividends payable

 

2,860

 

 

 

1,226

 

Acquired lease intangible liabilities, net

 

6,522

 

 

 

6,740

 

Other liabilities

 

8,269

 

 

 

6,168

 

Total liabilities

 

382,404

 

 

 

380,436

 

Commitments and contingencies (Note 8)

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Series A, Preferred stock, $.0001 par value; 500,000 shares authorized; none

   issued and outstanding

 

 

 

 

 

Series B, Preferred stock, $.0001 par value; non-voting; 6,500,000 shares authorized;

   none issued and outstanding

 

 

 

 

 

Common stock, $.0001 par value; 100,000,000 shares authorized; 13,618,884 shares issued and outstanding at March 31, 2017 and December 31, 2016

 

1

 

 

 

1

 

Additional paid-in capital

 

162,478

 

 

 

162,356

 

Distributions in excess of net income

 

(100,571

)

 

 

(98,420

)

Total stockholders’ equity

 

61,908

 

 

 

63,937

 

Noncontrolling interest

 

39,846

 

 

 

43,554

 

Total equity

 

101,754

 

 

 

107,491

 

Total liabilities and equity

$

484,158

 

 

$

487,927

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

2


 

GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2017 and 2016

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

 

 

Three Months Ended,

 

 

March 31,

 

 

2017

 

 

2016

 

Revenues:

 

 

 

 

 

 

 

Rental income

$

10,865

 

 

$

10,098

 

Tenant reimbursements

 

2,063

 

 

 

2,068

 

Total revenues

 

12,928

 

 

 

12,166

 

Expenses:

 

 

 

 

 

 

 

Property operating expenses

 

2,632

 

 

 

2,508

 

General and administrative

 

1,700

 

 

 

2,482

 

Acquisition costs

 

99

 

 

 

(2

)

Depreciation and amortization

 

3,147

 

 

 

3,087

 

Total expenses

 

7,578

 

 

 

8,075

 

Operating income

 

5,350

 

 

 

4,091

 

Interest expense

 

(3,947

)

 

 

(3,651

)

Other

 

(308

)

 

 

(243

)

Net income from operations

 

1,095

 

 

 

197

 

Less: Income attributable to noncontrolling interest

 

386

 

 

 

53

 

Net income attributable to common stockholders

$

709

 

 

$

144

 

Income per common share attributable to common stockholders -

   basic and diluted:

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

0.05

 

 

$

0.01

 

Weighted average common shares outstanding – basic

 

13,618,884

 

 

 

13,715,973

 

Weighted average common shares outstanding – diluted

 

13,650,083

 

 

 

13,715,973

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

 

3


 

GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2017

 

(Unaudited, amounts in thousands, except share data)

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

Distributions

 

 

Total

 

 

 

 

 

 

 

 

 

 

Preferred

 

 

Outstanding

 

 

Par

 

 

Additional-

 

 

in Excess of

 

 

Stockholders’

 

 

Noncontrolling

 

 

 

 

 

 

Stock

 

 

Shares

 

 

Value

 

 

Paid-In-Capital

 

 

Net Income

 

 

Equity

 

 

Interest

 

 

Total Equity

 

Balance at December 31, 2016

$

 

 

 

13,618,884

 

 

$

1

 

 

$

162,356

 

 

$

(98,420

)

 

$

63,937

 

 

$

43,554

 

 

$

107,491

 

Common stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,860

)

 

 

(2,860

)

 

 

 

 

 

(2,860

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

122

 

 

 

 

 

 

122

 

 

 

 

 

 

122

 

Distributions to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,094

)

 

 

(4,094

)

Net income from operations

 

 

 

 

 

 

 

 

 

 

 

 

 

709

 

 

 

709

 

 

 

386

 

 

 

1,095

 

Balance at March 31, 2017

$

 

 

 

13,618,884

 

 

$

1

 

 

$

162,478

 

 

$

(100,571

)

 

$

61,908

 

 

$

39,846

 

 

$

101,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4


 

GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2017 and 2016

(Unaudited, amounts in thousands)

 

 

Three Months Ended,

 

 

March 31,

 

 

2017

 

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income from operations

$

1,095

 

 

$

197

 

Adjustments to reconcile net income from operations to net cash provided by

   operating activities

 

 

 

 

 

 

 

Depreciation

 

2,321

 

 

 

2,056

 

Amortization of intangible assets and deferred charges

 

964

 

 

 

1,178

 

Stock-based compensation

 

122

 

 

 

139

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Rental income in excess of amount billed

 

(52

)

 

 

(146

)

Other assets

 

(180

)

 

 

(830

)

Accounts payable and accrued expenses

 

1,490

 

 

 

(317

)

Other liabilities

 

1,328

 

 

 

12

 

Loss from equity investment in limited partnership

 

198

 

 

 

214

 

Net cash provided by operating activities

 

7,286

 

 

 

2,503

 

Cash flow from investing activities:

 

 

 

 

 

 

 

Cash paid for property improvements

 

(4,279

)

 

 

(1,733

)

Contract deposits

 

(250

)

 

 

(1,125

)

Restricted cash

 

(251

)

 

 

(251

)

Net cash (used in) investing activities

 

(4,780

)

 

 

(3,109

)

Cash flow from financing activities:

 

 

 

 

 

 

 

Payment of mortgage principal

 

(3,229

)

 

 

(220

)

Repurchases of common stock

 

 

 

 

(1,227

)

Cash distributions to noncontrolling interests

 

(3,322

)

 

 

(1,268

)

Cash dividends paid

 

(1,226

)

 

 

(2,465

)

Net cash (used in) financing activities

 

(7,777

)

 

 

(5,180

)

Net (decrease) in cash and cash equivalents

 

(5,271

)

 

 

(5,786

)

Cash and cash equivalents at the beginning of period

 

15,932

 

 

 

15,005

 

Cash and cash equivalents at the end of period

$

10,661

 

 

$

9,219

 

Supplemental cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

$

3,704

 

 

$

3,442

 

Taxes paid

$

61

 

 

$

45

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5


 

 

GTJ REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS:

GTJ REIT, Inc. (the “Company” or “GTJ REIT”) was incorporated on June 26, 2006, under the Maryland General Corporation Law. The Company is focused on the acquisition, ownership, management, and operation of commercial real estate located in New York, New Jersey, Connecticut and Delaware.

The Company elected to be treated as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the “Code”). Under the REIT operating structure, the Company is permitted to deduct the dividends paid to its stockholders when determining its taxable income. Assuming dividends equal or exceed the Company’s taxable income, the Company generally will not be required to pay federal corporate income taxes on such income.

On January 17, 2013, the Company closed on a transaction with Wu/Lighthouse Portfolio, LLC, in which a limited partnership (the “Operating Partnership”) owned and controlled by the Company, acquired all outstanding ownership interests of a portfolio consisting of 25 commercial properties located in New York, New Jersey and Connecticut, in exchange for 33.29% of the outstanding limited partnership interests in the Operating Partnership. The outstanding limited partnership interest was increased to 33.78% due to post-closing adjustments, and to 34.21% due to the redemption of certain shares of GTJ REIT, Inc. stock. The acquisition was recorded as a business combination and accordingly the purchase price was allocated to the assets acquired and liabilities assumed at fair value. At March 31, 2017, subject to certain anti-dilutive and other provisions contained in the governing agreements, the limited partnership interests in the Operating Partnership may be convertible in the aggregate, into approximately 2.0 million shares of the Company’s common stock and approximately 5.1 million shares of the Company’s Series B preferred stock.

As of March 31, 2017, the Operating Partnership owned 47 properties consisting of approximately 5.6 million square feet of industrial and office space on 349 acres of land in New York, New Jersey, Connecticut and Delaware.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the financial statements of the Company, its wholly owned subsidiaries, and the Operating Partnership, as the Company makes all operating and financial decisions for (i.e., exercises control over) the Operating Partnership. All material intercompany transactions have been eliminated. The ownership interests of the other investors in the Operating Partnership are presented as non-controlling interests.

The accompanying unaudited condensed consolidated interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The Company’s management believes that the disclosures presented in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. In management’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited condensed consolidated interim financial information should be read in conjunction with the Company’s December 31, 2016, audited consolidated financial statements, as previously filed with the SEC on Form 10-K/A on March 30, 2017, and other public information.

 

During 2016, the Company determined that certain transactions involving the issuance of limited partnership interests of the Operating Partnership, should have resulted in a reallocation between the Operating Partnership’s non-controlling interest (“OP NCI”) and Additional Paid-in-Capital (“APIC”) to reflect the difference between the fair value of the consideration received and the book value of the OP NCI attributable to limited partnership interests at the time of issuance ( the “Reallocation”).  The Company increased its APIC with an offsetting reduction to the OP NCI of approximately $23.7 million.  The Company concluded that the Reallocation adjustment is not meaningful to the Company's financial position for any of the prior periods, and the three months ended March 31, 2016, and as such this cumulative change was recorded in the Condensed Consolidated Balance Sheets as of December 31,

6


 

2016. The Reallocation had no impact on the Condensed Consolidated Statements of Operations, Stockholders’ Equity or Cash Flows. There was no such Reallocation recorded for the three months ended March 31, 2017.

 

Use of Estimates:

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. All of these estimates reflect management’s best judgment about current economic and market conditions and their effects based on information available as of the date of these condensed consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in impairments of certain assets. Significant estimates include the useful lives of long lived assets including property, equipment and intangible assets, impairment of assets, collectability of receivables, contingencies, and stock-based compensation.

Real Estate:

Real estate assets are stated at cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations, and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs, and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred.

Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (generally consisting of land, buildings and building improvements, and tenant improvements) and identified intangible assets and liabilities (generally consisting of above-market and below-market leases and the origination value of in-place leases) in accordance with GAAP. We utilize methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities.  The fair value of the tangible assets of an acquired property considers the value of the property “as-if-vacant.” In allocating purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the differences between contractual rentals and estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants. The aggregate value of in-place leases is measured based on the avoided costs associated with lack of revenue over a market oriented lease-up period, the avoided leasing commissions, and other avoided costs common in similar leasing transactions.

Mortgage notes payable assumed in connection with acquisitions are recorded at their fair value using current market interest rates for similar debt at the time of acquisitions. Acquisition related costs are expensed as incurred. The capitalized above-market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases and the capitalized below-market lease values are amortized as an increase to rental revenue over the remaining term of the respective leases. The value of in-place leases is based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during expected lease-up periods, current market conditions, and costs to execute similar leases. The values of in-place leases are amortized over the remaining term of the respective leases. If a tenant terminates its lease prior to its contractual expiration date, any unamortized balance of the related intangible assets or liabilities is recorded as income or expense in the period. The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $0.1 million for each of the three months ended March 31, 2017 and 2016.

As of March 31, 2017, above-market and in-place leases of approximately $1.8 million and $11.9 million (net of accumulated amortization), respectively, are included in acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of December 31, 2016, above-market and in-place leases of approximately $1.9 million and $12.5 million (net of accumulated amortization), respectively, are included in the acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of March 31, 2017, and December 31, 2016, approximately $6.5 million and $6.7 million, respectively, (net of accumulated amortization) relating to below-market leases are included in acquired lease intangible liabilities, net in the accompanying condensed consolidated balance sheets.

7


 

The following table presents the projected impact for the remainder of 2017, the next five years and thereafter related to the net increase to rental revenue from the amortization of the acquired above-market and below-market lease intangibles and the increase to amortization expense of the in-place lease intangibles for properties owned at March 31, 2017 (in thousands):

 

 

 

 

 

 

Increase to

 

 

Net increase to

 

 

amortization

 

 

rental revenues

 

 

expense

 

Remainder of 2017

$

344

 

 

$

1,643

 

2018

 

479

 

 

 

2,031

 

2019

 

565

 

 

 

1,658

 

2020

 

665

 

 

 

1,329

 

2021

 

514

 

 

 

1,102

 

2022

 

538

 

 

 

1,046

 

Thereafter

 

1,609

 

 

 

3,113

 

 

$

4,714

 

 

$

11,922

 

 

Depreciation and Amortization:

The Company uses the straight-line method for depreciation and amortization. Properties and property improvements are depreciated over their estimated useful lives, which range from 5 to 40 years. Furniture, fixtures, and equipment are depreciated over estimated useful lives that range from 5 to 10 years. Tenant improvements are amortized over the shorter of the remaining non-cancellable term of the related leases or their useful lives.

Asset Impairment:

Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. The review of recoverability is based on an estimate of the undiscounted future cash flows that are expected to result from the real estate investment’s use and eventual disposition. Such cash flow analyses consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value. Management is required to make subjective assessments as to whether there are impairments in the value of its real estate holdings. These assessments could have a direct impact on net income, because an impairment loss is recognized in the period the assessment is made. Management has determined that there were no indicators of impairment relating to its long-lived assets at March 31, 2017.

Deferred Charges:

Deferred charges consist principally of leasing commissions, which are amortized over the life of the related tenant leases, and financing costs, which are amortized over the terms of the respective debt agreements. Deferred financing costs relating to the secured revolving credit facility and deferred leasing charges are included in other assets on the condensed consolidated balance sheets. Deferred financing costs related to mortgage notes payable are included as a reduction of mortgage notes payable on the condensed consolidated balance sheets.

Reportable Segments:

The Company operates in one reportable segment, commercial real estate.

Revenue Recognition:

Rental income includes the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the term of the lease. In order for management to determine, in its judgment, that the unbilled rent receivable applicable to each specific tenant is collectible, management reviews billed and unbilled rent receivables on a quarterly basis and takes into consideration the tenant’s payment history and financial condition. Some of the leases provide for additional contingent rental revenue in the form of percentage rents and increases based on the consumer price index, subject to certain maximums and minimums.

Substantially all of the Company’s properties are subject to long-term net leases under which the tenant is typically responsible to pay for its pro rata share of real estate taxes, insurance, and ordinary maintenance and repairs.

8


 

Property operating expense recoveries from tenants of common area maintenance, real estate, and other recoverable costs are recognized as revenues in the period that the related expenses are incurred.

Earnings Per Share Information:

The Company presents both basic and diluted earnings (loss) per share. Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. Restricted stock was included in the computation of diluted earnings (loss) per share. Stock option awards were included in the computation of diluted earnings per share for the three months ended March 31, 2017, because the option awards were dilutive.

Cash and Cash Equivalents:

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash:

Restricted cash represents reserves used to pay real estate taxes, insurance, repairs, leasing costs and capital improvements. At March 31, 2017 and December 31, 2016, the Company had restricted cash in the amount of approximately $2.7 million and $2.6 million, respectively, which was included in other assets on the condensed consolidated balance sheets.

Fair Value Measurement:

The Company determines fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement.” This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures.

Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.

Assets and liabilities disclosed at fair values are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment, and the Company evaluates its hierarchy disclosures each quarter. The three-tier fair value hierarchy is as follows:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Income Taxes:

The Company is organized and conducts its operations to qualify as a REIT for federal income tax purposes. Accordingly, the Company is generally not subject to federal income taxation on the portion of its distributable income that qualifies as REIT taxable income, to the extent that it distributes at least 90% of its REIT taxable income to its stockholders and complies with certain other requirements as defined in the Code.

9


 

The Company also participates in certain activities conducted by entities which elected to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal, state, and local taxes on the income from these activities.

The Company accounts for income taxes under the asset and liability method as required by the provisions of ASC 740-10-30. Under this method, deferred tax assets and liabilities are established based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of March 31, 2017, and December 31, 2016, the Company had determined that no liabilities are required in connection with uncertain tax positions. As of March 31, 2017, the Company’s tax returns for the prior three years are subject to review by the Internal Revenue Service. Any interest and penalties would be expensed as incurred.

Concentrations of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, which from time-to-time exceed the federal depository insurance coverage. Beginning January 1, 2013, all noninterest bearing transaction accounts deposited at an insured depository institution are insured by the Federal Deposit Insurance Corporation up to the standard maximum deposit amount of $250,000. Management believes that the Company is not exposed to any significant credit risk due to the credit worthiness of the financial institutions.

Annual contractual rent of $9.7 million derived from five leases with the City of New York, represents approximately 23% of the Company’s total 2017 contractual rental income.

Stock-Based Compensation:

The Company has a stock-based compensation plan, which is described below in Note 5. The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” which establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is expensed at the grant date (for the portion that vests immediately) or ratably over the respective vesting periods.

 

 

 

 

 

 

 

10


 

New Accounting Pronouncements:

In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” ASU 2017-05 was issued to clarify the scope of Subtopic 610-20 and to add guidance for partial sales of nonfinancial assets, including partial sales of real estate. ASU 2017-05 clarifies the scope of Subtopic 610-20 by defining the term in substance nonfinancial asset. If substantially all of the fair value of the assets (recognized and unrecognized) promised to a counterparty in a contract is concentrated in nonfinancial assets, a financial asset in the same arrangement would still be considered part of an “in substance nonfinancial asset”. Additionally, ASU 2017-05 indicates an entity should identify each distinct nonfinancial asset (e.g., real estate and inventory) or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. ASU 2017-05 requires an entity to derecognize a distinct nonfinancial asset or distinct in substance nonfinancial asset in a partial sale transaction when two criteria are met: 1) the entity does not have (or ceases to have) a controlling financial interest in the legal entity that holds the asset in accordance with Topic 810, and 2) the entity transfers control of the asset in accordance with Topic 606. The effective date and transition requirements of ASU 2017-05 are the same as Topic 606.  The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods.  The Company is currently evaluating the impact of its pending adoption of ASU 2017-05 on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 provides new guidance that changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so the set of transferred assets is not a business. ASU 2017-01 also requires a business to include at least one substantive process.  ASU 2017-01 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years.  Early adoption is permitted.  The Company is currently evaluating the impact ASU 2017-01 will have on its consolidated financial statements as the new standard would reduce the number of future real estate acquisitions accounted for as a business combination and therefore, reduce the amount of acquisition costs that will be expensed.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU 2016-08 updates Topic 230 to require cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total cash amounts on the statement of cash flows. Consequently, transfers between cash and restricted cash will not be presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years and should be applied retrospectively. Early adoption is permitted.  The adoption of ASU 2016-18 is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are intended to reduce diversity in practice. The ASU contains additional guidance clarifying when an entity should separate cash receipts and cash payments and classify them into more than one class of cash flows (including when reasonable judgment is required to estimate and allocate cash flows) versus when an entity should classify the aggregate amount into one class of cash flows on the basis of predominance. The amendments are effective for annual periods beginning after December 31, 2017 and interim periods within those annual periods.  Early adoption is permitted.  The adoption of ASU 2016-15 is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefits reduces taxes payable in the current period. Off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption.  ASU 2016-09 also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendments are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. Early adoption is permitted.  The adoption of ASU 2016-09 did not have a material impact on the Company’s consolidated financial statements.

11


 

In March 2016, the FASB issued ASU No. 2016-07, “Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting.” ASU 2016-07 requires an investor to initially apply the equity method of accounting from the date it qualifies for that method, such as the date the investor obtains significant influence over the operating and financial policies of an investee. It eliminates the previous requirement to retroactively adjust the investment and record a cumulative catch up for the periods that the investment had been held, but did not qualify for the equity method of accounting. ASU 2016-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The amendments should be applied prospectively to increases in the level of ownership interest or degree of influence that result in the application of the equity method. The adoption of ASU 2016-07 did not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic No. 842).” ASU 2016-02 requires lessees to recognize at the commencement date, a lease liability, which is the lessee’s obligation to make lease payments arising from a lease and measure it on a discounted basis. A lessee must recognize an asset when it represents a lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged.  ASU 2016-02 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2018.  Early adoption is permitted. The adoption is not expected to have a material impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 is intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments, except for those accounted for under the equity method of accounting, or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or accompanying notes to the financial statements. The new guidance eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.  Under ASU 2016-01, a reporting company will be required to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 is effective for fiscal periods and interim periods within those fiscal periods beginning December 15, 2017. The adoption of ASU 2016-01 is not expected to have a material impact on the Company’s consolidated financial statements.  

During May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration an entity expects to receive for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. ASU 2014-09 does not apply to the Company’s lease revenues but will apply to reimbursed tenant costs.  Additionally, this guidance modifies disclosures regarding the nature, timing, amount and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 for all entities by one year, until years beginning in 2018, with early adoption permitted but not before 2017.  Entities may adopt ASU 2014-09 using either a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients or a retrospective approach with the cumulative effect recognized at the date of adoption.  The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which the standard will be adopted in 2018.

 

 

 

 

12


 

3. MORTGAGE NOTES PAYABLE:

The following table sets forth a summary of the Company’s mortgage notes payable (in thousands):

 

 

 

 

 

 

 

Principal

 

 

Principal

 

 

 

 

 

 

 

 

 

Outstanding as of

 

 

Outstanding as of

 

 

 

Loan

 

Interest Rate

 

 

March 31, 2017

 

 

December 31, 2016

 

 

Maturity

Athene Annuity & Life Company

 

 

3.00

%

 

$

15,000

 

 

$

15,000

 

 

3/1/2018

Genworth Life Insurance Company

 

 

3.20

%

 

 

27,214

 

 

 

27,424

 

 

4/30/2018

Hartford Accident & Indemnity Company

 

 

5.20

%

 

 

6,000

 

 

 

9,000

 

 

3/1/2020

People’s United Bank

 

 

5.23

%

 

 

2,304

 

 

 

2,323

 

 

10/1/2020

People’s United Bank

 

 

4.18

%

 

 

15,500

 

 

 

15,500

 

 

10/15/2024

American International Group

 

 

4.05

%

 

 

233,100

 

 

 

233,100

 

 

3/1/2025

Allstate Corporation

 

 

4.00

%

 

 

39,100

 

 

 

39,100

 

 

4/1/2025

 

 

Subtotal

 

 

 

338,218

 

 

 

341,447

 

 

 

 

 

Unamortized loan costs

 

 

 

(5,563

)

 

 

(5,771

)

 

 

 

 

Unamortized premiums

 

 

 

 

 

 

18

 

 

 

 

 

Total

 

 

$

332,655

 

 

$

335,694

 

 

 

 

Mortgage notes payable as of December 31, 2016 includes $0.1 million of premium on the debt assumed in connection with the acquisition of the Windsor Locks, CT property in April 2014. The premium was amortized as a reduction to interest expense through the initial maturity date of March 1, 2017.

Hartford Accident & Indemnity Loan:

In connection with the April 2014 acquisition of the Windsor Locks, CT property, a wholly owned subsidiary of the Operating Partnership assumed a $9.0 million mortgage that bore interest at 6.07%.  A principal payment of $3.0 million was made in February 2017, and the interest rate was reduced to 5.20%. The balance of the loan matures March 2020.

AIG Loan Agreement:

On February 20, 2015 (the “Loan Closing Date”), the Company refinanced the current outstanding debt on certain properties and placed new financing on others by entering into a Loan Agreement (the “AIG Loan Agreement”) with American General Life Insurance Company, the Variable Life Insurance Company, the United States Life Insurance Company in the City of New York, American Home Assurance Company and Commerce and Industry Insurance Company.  

The AIG Loan Agreement provides a secured loan in the principal amount of $233.1 million (the “AIG Loan”). The AIG Loan is a 10-year term loan that requires interest only payments at the rate of 4.05% per annum. During the period from April 1, 2015, to February 1, 2025, payments of interest only will be payable in arrears with the entire principal balance plus any accrued and unpaid interest due and payable on March 1, 2025. The Company’s obligation to pay the interest, principal and other amounts under the Loan Agreement are evidenced by the secured promissory notes executed on the Loan Closing Date (the “AIG Notes”). The AIG Notes are secured by certain mortgages encumbering 28 properties in New York, New Jersey and Connecticut. Using the proceeds available under the AIG Loan, the Company repaid approximately $199.9 million of its outstanding indebtedness and fees including (i) $68.6 million to John Hancock Life Insurance Company, (ii) $56.0 million to Capital One, N.A., (iii) $50.2 million to Hartford Accident and Indemnity Company, and (iv) $25.1 million to United States Life Insurance Company thereby paying off and terminating those obligations. The loss on the extinguishment of debt of $14.9 million includes approximately $15.7 million in prepayment premiums and other fees, less the write-off of prior loan costs.  

 

Allstate Loan Agreement:

 

On March 13, 2015, in connection with the acquisition of six properties in Piscataway, NJ, the Company closed on a $39.1 million cross-collateralized mortgage (the “Allstate Loan”) from Allstate Life Insurance Company, Allstate Life Insurance Company of New York and American Heritage Life Insurance Company. The Allstate Loan agreement provided a secured facility with a 10-year term loan. During the first three years of the term of the loan, it requires interest only payments at the rate of 4% per annum. Following this period until the loan matures on April 1, 2025, payments will be based on a 30-year amortization schedule.

    

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The mortgage notes payable are collateralized by certain of the properties and require monthly interest payments until maturity and are generally non-recourse. Some of the loans also require amortization of principal. Scheduled principal repayments for the remainder of 2017, the next five years and thereafter are as follows (in thousands):

 

Remainder of 2017

$

696

 

2018

 

42,107

 

2019

 

789

 

2020

 

8,825

 

2021

 

852

 

2022

 

1,157

 

Thereafter

 

283,792

 

Total

$

338,218

 

 

 

4. SECURED REVOLVING CREDIT FACILITY:

On December 2, 2015, the Operating Partnership entered into a Credit Agreement (the “Key Bank Credit Agreement”) with Keybank National Association and Keybanc Capital Markets Inc., as lead arranger (collectively, “Key Bank”). The Key Bank Credit Agreement contemplated a $50.0 million revolving line of credit facility, with an initial term of two years, with a one-year extension option, subject to certain other customary conditions.

Loans drawn down by the Operating Partnership under the facility will need to specify, at the Operating Partnership’s option, whether they are base rate loans or LIBOR rate loans. The base rate loans will bear a base rate of interest calculated as the greater of: (a) the fluctuating annual rate of interest announced from time to time by the lenders as their “prime rate,” (b) 0.5% above the rate announced by the Federal Reserve Bank of Cleveland (or Federal Funds Effective Rate), or (c) LIBOR plus 100 basis points (bps). The LIBOR rate loans will bear at a rate of LIBOR rate plus 300 to 350 bps, depending upon the overall leverage of the properties. Each revolving credit loan under the facility will be evidenced by separate promissory note(s). The Operating Partnership agreed to pay to Key Bank a facility unused fee in the amount calculated as 0.30% for usage less than 50% and 0.20% for usage 50% or greater, calculated as a per diem rate, multiplied by the excess of the total commitment over the outstanding principal amount of the loans under the facility at the time of the calculation. Key Bank has the right to reduce the amount of loan commitments under the facility provided, among other things, they give an advance written notice of such reductions and that in no event the total commitment under the facility is less than $25.0 million. The Operating Partnership may at its option convert any of the revolving credit loans into a revolving credit loan of another type which loan will then bear interest as a base rate loan or a LIBOR rate loan, subject to certain conversion conditions. In addition, Key Bank also agreed to extend, from time to time, as the Operating Partnership may request, upon an advance written notice, swing loans in the total amount not to exceed $5.0 million. Such loans, if and when extended, will also be evidenced by separate promissory note(s).

Due to the revolving nature of the facility, amounts prepaid under the facility may be borrowed again. The Key Bank Credit Agreement contemplates (i) mandatory prepayments by the Operating Partnership of any borrowings under the facility in excess of the total allowable commitment, among other events, and (ii) optional prepayments, without any penalty or premium, in whole or in part, subject to payments of any amounts due associated with the prepayment of LIBOR rate contracts.

The Operating Partnership’s obligations under the facility are secured by a first priority lien and security interest to be held by the agents for Key Bank, in certain of the property, rights and interests of the Operating Partnership, the Guarantors (as defined below) and their subsidiaries now existing and as may be acquired (collectively, the “Collateral”). GTJ REIT, Inc., GTJ GP, LLC, and each party to the Guaranty are collectively referred to as the “Guarantors.” The parties to the Key Bank Credit Agreement also entered into several side agreements, including, the Joinder Agreements, the Assignment of Interests, the Acknowledgments, the Mortgages, the Guaranty, and other agreements and instruments to facilitate the transactions contemplated under the Key Bank Credit Agreement. Such agreements contain terms and provisions that are customary for instruments of this nature.

The Operating Partnership’s continuing ability to borrow under the facility will be subject to its ongoing compliance with various affirmative and negative covenants, including, among others, with respect to liquidity, minimum occupancy, total indebtedness and minimum net worth. The Key Bank Credit Agreement contains events of default and remedies customary for loan transactions of this sort including, among others, those related to a default in the payment of principal or interest, a material inaccuracy of a representation or warranty, and a default with regard to performance of certain covenants. The Key Bank Credit Agreement includes customary representations and warranties of the Operating Partnership which must continue to be true and correct in all material respects as a condition to future draws. In addition, the Key Bank Credit Agreement also includes customary events of default (in certain cases subject to customary cure), in the event of which, amounts outstanding under the facility may be accelerated.

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The contemplated uses of proceeds under the Key Bank Credit Agreement include, among others, repayment of indebtedness, funding of acquisitions, development and capital improvements, as well as working capital expenditures. Outstanding borrowings under the secured revolving credit facility as of March 31, 2017 and December 31, 2016 were $27.8 million, which are considered LIBOR rate loans.   

  

 

5. STOCKHOLDERS’ EQUITY:

Common Stock:

The Company is authorized to issue 100,000,000 shares of common stock, $.0001 par value per share. As of March 31, 2017 and December 31, 2016, the Company had a total of 13,618,884 shares issued and outstanding.

Preferred Stock:

The Company is authorized to issue 10,000,000 shares of preferred stock, $.0001 par value per share. Voting and other rights and preferences may be determined from time to time by the Board of Directors (the “Board”) of the Company. The Company has designated 500,000 shares of preferred stock as Series A preferred stock, $.0001 par value per share.  In addition, the Company has designated 6,500,000 shares of preferred stock as Series B preferred stock, $.0001 par value per share. There are no voting rights associated with the Series B preferred stock. There was no Series A preferred stock or Series B preferred stock outstanding as of March 31, 2017, or December 31, 2016.

Dividend Distributions:

The following table presents dividends declared by the Company on its common stock during the three months ended March 31, 2017:

 

Declaration

 

Record

 

Payment

 

Dividend

 

 

Date

 

Date

 

Date

 

Per Share

 

 

January 31, 2017

 

March 31, 2017

 

April 12, 2017

 

$

0.10

 

 

March 23, 2017

 

April 4, 2017

 

April 14, 2017

 

$

0.11

 

(1)

 

 

(1)

This represents a 2016 Supplemental dividend.

The total distributions paid in 2017 were the result of cash flows from operations.

Purchase of Securities:

On November 8, 2016, the Board approved a share redemption program (the “Program”) authorizing redemption of the Company’s shares of common stock (the “Shares”), subject to certain conditions and limitations. The following is a summary of terms and provisions of the Program:

 

 

the Company will redeem the Shares on a semi-annual basis (each redemption period ending on May 31st and November 30th of each year), at a specified price per share (which price will be equal to 90% of its net asset value per share for the most recently completed calendar year, subject to adjustment) up to a yearly maximum of $1.0 million in Shares, subject to sufficient funds being available.  

 

the Program will be open to all stockholders, indefinitely with no specific end date (although the Board may choose to amend, suspend or terminate the Program at any time by providing 30 days advance notice to stockholders).

 

stockholders can tender their Shares for redemption at any time during the period in which the Program is open; stockholders can also withdraw tendered Shares at any time prior to 10 days before the end of the applicable semi-annual period.

 

if the annual volume limitation is reached in any given semi-annual period or the Company determines to redeem fewer Shares than have been submitted for redemption in any particular semi-annual period due to the insufficiency of funds, the Company will redeem Shares on a pro rata basis in accordance with the policy on priority of redemptions set forth in the Program.

 

the redemption price for the Shares will be paid in cash no later than 3 business days following the last calendar day of the applicable semi-annual period.

15


 

 

the Program will be terminated if the Shares are listed on a national securities exchange or included for quotation in a national securities market, or in the event a secondary market for the Shares develops or if the Company merges with a listed company.

 

the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, will act as the redemption agent in connection with the Program.

The first semi-annual period under the Program will be open commencing on June 1, 2017.

 

Stock Based Compensation:

The Company has a 2007 Incentive Award Plan (the “Plan”) that has intended purposes to further the growth, development, and financial success of the Company and to obtain and retain the services of those individuals considered essential to the long-term success of the Company. The Plan may provide for awards in the form of restricted shares, incentive stock options, non-qualified stock options and stock appreciation rights. The aggregate number of shares of common stock which may be awarded under the Plan is 1,000,000 shares. As of March 31, 2017, the Company had 125,380 shares available for future issuance of awards under the Plan.

On March 21, 2013, the Company issued an aggregate of 50,002 restricted shares of common stock, with a value of approximately $320,000, under the Plan. A total of 3,126 of these shares, with a value of approximately $20,000 ($6.40 per share), were granted to non-management members of the Board, and vested immediately. The remaining 46,876 shares, with a value of approximately $300,000 ($6.40 per share), were granted to certain executives of the Company, and vest ratably over a four year period. One fourth of the shares vested on the grant date and the remaining shares vest in equal installments on the next three anniversary dates of the grant.

On June 6, 2013, the Company issued an aggregate of 9,378 restricted shares of common stock, with a value of approximately $60,000 ($6.40 per share), under the Plan. These shares were granted to non-management members of the Board and vested immediately.

On June 4, 2014, 44,704 restricted shares of common stock, with a value of approximately $304,000 (based upon an estimated value of $6.80 per share) were granted to certain executives of the Company. One sixth of the shares vest immediately upon issuance and the remaining shares vest in equal installments on the next five anniversary dates of the grant.

On June 19, 2014, the Company issued an aggregate of 8,820 restricted shares of common stock with a value of approximately $60,000 (based upon an estimated value of $6.80 per share) under the Plan to non-managing members of the Board. The shares vested immediately upon issuance.

On March 26, 2015, the Company issued 43,010 restricted shares of common stock, with a value of approximately $400,000 (based upon an estimated value of $9.30 per share) to certain executives of the Company.  One sixth of the shares vest immediately upon issuance and the remaining shares vest in equal installments on the next five anniversary dates of the grant.

On June 19, 2015, the Company issued an aggregate of 16,436 restricted shares of common stock with a value of approximately $175,000 (based upon an estimated value of $10.65 per share) under the Plan to non-managing members of the Board. The shares vested immediately upon issuance.

On March 24, 2016, the Company issued 47,043 restricted shares of common stock, with a value of approximately $489,000 (based upon an estimated value of $10.40 per share) to certain executives of the Company.  One sixth of the shares vest immediately upon issuance and the remaining shares vest in equal installments on the next five anniversary dates of the grant.

On June 9, 2016, the Company issued an aggregate of 14,424 restricted shares of common stock with a value of approximately $150,000 (based upon an estimated value of $10.40 per share) under the Plan to non-managing members of the Board. The shares vested immediately upon issuance.

Management has determined the value of a share of common stock to be $11.60 based on a valuation completed March 7, 2017, with the assistance of an independent third-party for the purpose of valuing shares of the Company’s common stock pursuant to the Plan.  This value is not necessarily indicative of the fair market value of a share of the Company’s common stock.

16


 

For the three months ended March 31, 2017 and 2016, the Company’s total stock compensation expense was approximately $122,000 and $139,000, respectively. As of March 31, 2017, there was approximately $367,000 of unamortized stock compensation related to restricted stock. That cost is expected to be recognized over a weighted average period of 1.7 years.

The following is a summary of restricted stock activity:

  

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Grant Date Fair

 

 

Shares

 

 

Value

 

Non-vested shares outstanding as of December 31, 2016

 

44,858

 

 

$

9.93

 

Vested

 

(7,936

)

 

$

9.95

 

Non-vested shares outstanding as of March 31, 2017

 

36,922

 

 

$

9.93

 

 

The following is an amortization schedule of the total unamortized shares of restricted stock outstanding as of March 31, 2017:

 

Non-vested Shares Amortization Schedule

 

Number of Shares

 

2017 (9 months)

 

 

14,686

 

2018

 

 

13,012

 

2019

 

 

6,535

 

2020

 

 

2,297

 

2021

 

 

392

 

Total Non-vested Shares

 

 

36,922

 

 

 

 

6. EARNINGS (LOSS) PER SHARE:

In accordance with ASC Topic 260 “Earnings Per Share,” basic earnings per common share (“Basic EPS”) is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share (“Diluted EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares and dilutive common share equivalents and convertible securities then outstanding. There are 31,199 common share equivalents in 2017 presented in diluted earnings per share.

The following table sets forth the computation of basic and diluted earnings per share information for the three months ended March 31, 2017 and 2016 (in thousands, except share and per share data):

 

 

Three Months Ended

 

 

March 31,

 

 

2017

 

 

2016

 

Numerator:

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

709

 

 

$

144

 

Denominator:

 

 

 

 

 

 

 

Weighted average common shares outstanding – basic

 

13,618,884

 

 

 

13,715,973

 

Weighted average common shares outstanding – diluted

 

13,650,083

 

 

 

13,715,973

 

Basic and Diluted Per Share Information:

 

 

 

 

 

 

 

Net income per share – basic and diluted

$

0.05

 

 

$

0.01

 

 

 

17


 

7. RELATED PARTY TRANSACTIONS:

Paul Cooper, the Chairman and Chief Executive Officer, and Louis Sheinker, the President, Secretary and Chief Operating Officer, each hold passive, minority interests in a real estate brokerage firm, The Rochlin Organization. The firm acted as the exclusive broker for one of the Company’s properties.  In 2013, the firm introduced a new tenant to the property, resulting in the execution of a lease agreement and subsequent lease modification. The firm earned aggregate brokerage cash commissions of approximately $60,000 based on a total lease value of $1,015,000.  In January 2014, the new tenant expanded further which resulted in approximately $95,000 of brokerage commissions on the additional lease modification value of $2,100,000. In November 2015, the tenant concluded negotiations to expand an additional 35,000 square feet which resulted in approximately $12,000 of brokerage commissions on the additional lease modification value of $200,000. In December 2016, the tenant concluded negotiations to expand by an additional 35,000 square feet which resulted in approximately $10,000 of brokerage commissions on the additional lease modification value of $332,000.

The Company’s executive and administrative offices, located at 60 Hempstead Avenue, West Hempstead, NY, are being leased from Lighthouse Sixty, L.P., a partnership of which Paul Cooper and Louis Sheinker are managing members of the general partner. This lease agreement expires in 2020 and has a current annual base rent of $290,000 with aggregate lease payments totaling $1.8 million.

On November 4, 2014, the Company invested $1.8 million for a limited partnership interest in Garden 1101 Stewart, L.P. (“Garden 1101”). Garden 1101 was formed for the purpose of acquiring a 90,000 square foot office building in Garden City, NY that will be converted to a medical office building. The general partners of Garden 1101 include the members of Green Holland Ventures, Paul Cooper and Louis Sheinker. The investment is included in other assets on the condensed consolidated balance sheets.

 

 

8. COMMITMENTS AND CONTINGENCIES:

Legal Matters:

The Company is involved in lawsuits and other disputes which arise in the ordinary course of business. However, management believes that these matters will not have a material adverse effect, individually or in the aggregate, on the Company’s financial position or results of operations.

 

Divestiture:

The Company has a pension withdrawal liability relating to a previous divestiture. As of March 31, 2017 and December 31, 2016, the remaining liability was approximately $1.2 million and is included in other liabilities on the accompanying condensed consolidated balance sheets. The liability is payable in monthly installments of approximately $8,100, including interest, over a twenty-year term ending in 2032.

Environmental Matters:  

As of March 31, 2017, three of the Company’s six former bus depot sites received final regulatory closure, satisfying outstanding clean-up obligations related to legacy site contamination issues. Three sites continue with on-going cleanup, monitoring and reporting activities. Each of the six sites remain in compliance with existing local, state and federal obligations.

 

 

9. FAIR VALUE:

Fair Value of Financial Instruments:

The fair value of the Company’s financial instruments is determined based upon applicable accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).

18


 

The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, available-for-sale securities and secured revolving credit facility approximated their carrying value because of the short-term nature based on Level 1 inputs. The fair values of mortgage notes payable and pension withdrawal liability are based on borrowing rates available to the Company, which are Level 2 inputs. The following table summarizes the carrying values and the estimated fair values of the financial instruments (in thousands):

 

 

March 31, 2017

 

 

December 31, 2016

 

 

Carrying

 

 

Estimated

 

 

Carrying

 

 

Estimated

 

 

Value

 

 

Value

 

 

Value

 

 

Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

10,661

 

 

$

10,661

 

 

$

15,932

 

 

$

15,932

 

Accounts receivable

 

229

 

 

 

229

 

 

 

145

 

 

 

145

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

4,323

 

 

$

4,323

 

 

$

2,833

 

 

$

2,833

 

Secured revolving credit facility

 

27,775

 

 

 

27,775

 

 

 

27,775

 

 

 

27,775

 

Mortgage notes payable

 

338,218

 

 

 

332,619

 

 

 

341,447

 

 

 

334,756

 

Pension withdrawal liability

 

1,180

 

 

 

1,166

 

 

 

1,196

 

 

 

1,178

 

 

 

 

10. SUBSEQUENT EVENTS:

On May 8, 2017, the Company paid a $0.5 million contract deposit for a 248,370 square foot distribution facility in Montgomery, New York.

 

 

 

19


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or similar words or the negative thereof. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this report and in any public statements we make could be materially different from actual results. They can be affected by assumptions we might make or by known or unknown risks or uncertainties. Consequently, we cannot provide any assurance with respect to these or any other forward-looking statements. Investors are cautioned not to place undue reliance on any forward-looking statements. See the risk factors identified in Part II, Item 1A of this Form 10-Q and in Part I, Item IA of our Annual Report on Form 10-K/A for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 30, 2017, for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider the potential risks and uncertainties set forth herein and in our Annual Report on Form 10-K/A for the year ended December 31, 2016 (and our subsequently filed public reports) as being exhaustive, and new factors may emerge that could affect our business. We assume no obligation, and disclaim any duty, to update the forward-looking statements in this report, unless otherwise required by law. You should read the following discussion in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this filing and our previously filed annual audited financial statements.

Executive Summary:

GTJ REIT, Inc. (the “Company,” “we,” “us,” “our”) is a self-administered and self-managed real estate investment trust (“REIT”) which, as of March 31, 2017, owned and operated, through our Operating Partnership, a total of 47 properties consisting of approximately 5.6 million square feet of primarily industrial properties on approximately 349 acres of land in New York, New Jersey, Connecticut and Delaware. As of March 31, 2017, our properties were 96% leased to 64 tenants, with certain tenants having lease agreements in place at multiple locations.

We focus primarily on the acquisition, ownership, management and operation of commercial real estate located in New York, New Jersey, Connecticut and Delaware. To the extent it is in the interests of our stockholders, we will seek to invest in a diversified portfolio of properties that will satisfy our primary investment objectives of providing our stockholders with stable cash flow, preservation of capital, income growth, and enhancing shareholder value without taking undue risk. We anticipate that the majority of properties we acquire will have both the potential for growth in value and the ability to provide cash distributions to stockholders.

Critical Accounting Policies:

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our condensed consolidated financial statements. Actual results could differ from these estimates. Please refer to the section of our Annual Report on Form 10-K for the year ended December 31, 2016, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” for a discussion of our critical accounting policies. During the three months ended March 31, 2017, there were no material changes to these policies.

20


 

Financial Condition and Results of Operations:

Three Months Ended March 31, 2017 vs. Three Months Ended March 31, 2016

The following table sets forth our results of operations for the periods indicated (in thousands):

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

Increase/(Decrease)

 

 

2017

 

 

2016

 

 

Amount

 

 

Percent

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

$

10,865

 

 

$

10,098

 

 

$

767

 

 

 

8

%

Tenant reimbursements

 

2,063

 

 

 

2,068

 

 

 

(5

)

 

 

0

%

Total revenues

 

12,928

 

 

 

12,166

 

 

 

762

 

 

 

6

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

2,632

 

 

 

2,508

 

 

 

124

 

 

 

5

%

General and administrative

 

1,700

 

 

 

2,482

 

 

 

(782

)

 

 

-32

%

Acquisition costs

 

99

 

 

 

(2

)

 

 

101

 

 

 

5050

%

Depreciation and amortization

 

3,147

 

 

 

3,087

 

 

 

60

 

 

 

2

%

Total operating expenses

 

7,578

 

 

 

8,075

 

 

 

(497

)

 

 

-6

%

Operating income

 

5,350

 

 

 

4,091

 

 

 

1,259

 

 

 

31

%

Interest expense

 

(3,947

)

 

 

(3,651

)

 

 

296

 

 

 

8

%

Other

 

(308

)

 

 

(243

)

 

 

65

 

 

 

27

%

Net income from operations

 

1,095

 

 

 

197

 

 

 

898

 

 

 

456

%

Less: Net income attributable to noncontrolling interest

 

386

 

 

 

53

 

 

 

333

 

 

 

629

%

Income attributable to common stockholders

$

709

 

 

$

144

 

 

 

565

 

 

 

393

%

 

Revenues

Revenues increased $0.8 million, or 6%, to $12.9 million for the three months ended March 31, 2017 from approximately $12.2 million for the three months ended March 31, 2016. The increase is primarily due to the acquisition of two income producing properties during the second quarter of 2016.

Operating Expenses

Operating expenses of $7.6 million during the three months ended March 31, 2017 decreased $0.5 million, or 6%, from $8.1 million for the three months ended March 31, 2016. The decrease is mainly attributable to a decrease in general and administrative expenses during the three-month period.    

Interest Expense

Interest expense increased $0.3 million, or 8%, to $3.9 million for the three months ended March 31, 2017 from $3.6 million for the three months ended March 31, 2016. The increase is primarily due to the acquisition of two properties during the second quarter of 2016 financed from the Company’s secured revolving credit facility with Key Bank.    

 

Liquidity and Capital Resources

We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants.

Our primary cash expenses consist of property operating expenses, which include real estate taxes, repairs and maintenance, insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses, leasing and acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense on our mortgage loans.

21


 

Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our revolving credit facility, refinancing existing mortgage loans, obtaining loans secured by our unencumbered properties, and property sales.

On December 2, 2015, the Company (through its Operating Partnership) entered into the Key Bank Credit Agreement with Key Bank for a $50.0 million revolving credit facility with an initial term of two years, with a one-year extension option. Our available liquidity at March 31, 2017 was approximately $32.9 million, consisting of cash and cash equivalents of $10.7 million and $22.2 million from our Key Bank secured revolving credit facility. As of March 31, 2017, the Company had $27.8 million of outstanding borrowings under the Key Bank Credit Agreement.   

Net Cash Flows:

Three Months Ended March 31, 2017 vs. Three Months Ended March 31, 2016

Operating Activities

Net cash provided by operating activities was $7.3 million for the three months ended March 31, 2017. For the 2017 period, cash provided by operating activities included (i) income before depreciation, amortization, stock compensation and a loss from the Company’s investment in a limited partnership of $4.7 million, (ii) an increase to accounts payable and accrued expenses of $1.5 million, and (iii) an increase in other liabilities of $1.3 million, partially offset by (iv) an increase in other assets of $0.2 million and (v) an increase in rental income in excess of amounts billed of approximately $0.1 million. Net cash provided by operating activities was $2.5 million for the three months ended March 31, 2016.  For the 2016 period, cash provided by operating activities included (i) income before depreciation, amortization, stock compensation and a loss from the Company’s investment in a limited partnership of $3.8 million offset by (ii) an increase in other assets of $0.8 million, (iii) a decrease in accounts payable and accrued expenses of $0.3 million, and (iv) an increase in rental income in excess of amounts billed of approximately $0.2 million.

Investing Activities

Net cash used in investing activities was $4.8 million for the three months ended March 31, 2017. For the 2017 period, cash used in investing activities resulted from (i) property improvements of approximately $4.3 million, (ii) a contract deposit of $0.3 million, and (iii) contributions to leasing and capital reserves in connection with the AIG Loan totaling $0.3 million.  Net cash used in investing activities was $3.1 million for the three months ended March 31, 2016.  For the 2016 period, cash used in investing activities resulted from (i) property improvements of $1.7 million, (ii) contract deposits of $1.1 million for property acquisitions that closed in 2016, and (iii) the funding of leasing and capital reserves in connection with the AIG Loan of $0.3 million.

Financing Activities

Net cash used in financing activities was $7.8 million for the three months ended March 31, 2017. For the 2017 period, cash used in financing activities included (i) the payment of mortgage principal of approximately $3.2 million, including the $3.0 million scheduled prepayment in connection with the Company’s mortgage loan at 110 Old County Circle in Windsor Locks, CT, (ii) distributions to non-controlling interests totaling $3.3 million, and (iii) the payment of the Company’s fourth quarter 2016 dividend of $1.2 million.  Net cash used in financing activities was $5.2 million for the three months ended March 31, 2016.  For the 2016 period, cash used in financing activities included (i) payment of the Company’s quarterly and 2015 Supplemental dividends totaling $2.5 million, (ii) distributions to non-controlling interests of $1.3 million, (iii) the repurchase of shares of GTJ REIT, Inc. stock in connection with a settlement agreement for $1.2 million, and (iv) the payment of mortgage principal of $0.2 million.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization)

EBITDA and Adjusted EBITDA are non-GAAP financial measures. Our EBITDA and Adjusted EBITDA computation may not be comparable to EBITDA and Adjusted EBITDA reported by other companies that interpret the definitions of EBITDA and Adjusted EBITDA differently than we do. Management believes EBITDA and Adjusted EBITDA to be meaningful measures of a REIT’s performance because they are widely followed by industry analysts, lenders and investors and are used by management as measures of performance. EBITDA and Adjusted EBITDA should be considered along with, but not as alternatives to, net income as measures of our operating performance.

Adjusted EBITDA allows investors to measure our operating performance independent of our capital structure and indebtedness. Additionally, costs related to the extinguishment of debt and acquisition costs have been excluded from Adjusted EBITDA in order to assist with measuring core real estate operating performance.

22


 

The reconciliation of net income attributable to our stockholders to EBITDA and Adjusted EBITDA for the three months ended March 31, 2017 and 2016, is as follows (in thousands). Certain reclassifications of prior period amounts have been made in order to conform to the 2017 presentation. All amounts are net of noncontrolling interest.

 

 

Three Months Ended

 

 

March 31,

 

 

2017

 

 

2016

 

Net income attributable to common

   stockholders

$

709

 

 

$

144

 

Real estate depreciation

 

1,662

 

 

 

1,500

 

Amortization of intangible assets and deferred costs

 

634

 

 

 

775

 

Interest expense

 

2,435

 

 

 

2,284

 

EBITDA

 

5,440

 

 

 

4,703

 

Acquisition costs

 

65

 

 

 

(1

)

Adjusted EBITDA

$

5,505

 

 

$

4,702

 

 

Funds from Operations and Adjusted Funds from Operations

We consider Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”), each of which are non-GAAP measures, to be additional measures of an equity REIT’s operating performance. We report FFO in addition to our net income (loss) and net cash provided by operating activities. Management has adopted the definition suggested by the National Association of Real Estate Investment Trusts (“NAREIT”) and defines FFO to mean net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of property, excluding asset impairments, plus real estate-related depreciation and amortization. We believe these measurements provide a more complete understanding of our performance when compared year over year and better reflect the impact on our operations from trends in occupancy rates, rental rates, operating costs and general and administrative expense which may not be immediately apparent from net income.

Management considers FFO a meaningful additional measure of operating performance because it primarily excludes the assumption that the value of our real estate assets diminishes predictably over time and industry analysts have accepted it as a performance measure. FFO is presented to assist investors in analyzing our performance. It is helpful because it excludes various items included in net income that are not indicative of operating performance, such as gains or losses from the sales of property and depreciation and amortization. Management believes Core FFO to be a meaningful, additional measure of operating performance because it provides information consistent with the Company’s analysis of the operating performance of its portfolio by excluding items such as the extinguishment of debt and acquisition costs which affect the comparability of the Company’s period over period performance and are not indicative of the results provided by our operating portfolio. Management believes AFFO to be a meaningful, additional measure of operating performance because it provides information consistent with the Company’s analysis of its operating performance by excluding certain income and expense items such as straight-lined rent, amortization of lease intangibles, mark to market debt adjustments, financing costs, and our unrealized loss from an investment in a limited partnership which are not indicative of the results of our operating portfolio.  

However, FFO and Core FFO:

 

do not represent cash flows from operating activities in accordance with GAAP. Unlike FFO, Core FFO and AFFO generally reflect all cash effects of transactions and other events in the determination of net income;

 

are non-GAAP financial measures and do not represent net income as defined by U.S. GAAP; and

 

should not be considered alternatives to net income as indications of our performance.

FFO, Core FFO and AFFO may not be comparable to similarly titled items reported by other real estate investment trusts due to possible differences in the application of the NAREIT definition used by such REITs. 

23


 

The reconciliation of net income attributable to our stockholders in accordance with GAAP to FFO, Core FFO and AFFO for the three months ended March 31, 2017 and 2016 is as follows (in thousands). Certain reclassifications of prior period amounts have been made in order to conform to the 2017 presentation. All amounts are net of noncontrolling interest.

 

 

Three Months Ended

 

 

March 31,

 

 

2017

 

 

2016

 

Net income attributable to common stockholders

$

709