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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2018

RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its Charter)

Maryland
 
1-10093
 
13-6908486
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan
48334
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code         (248) 350-9900

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o







Section 2     Financial Information

Item 2.02    Results of Operations and Financial Condition.

On May 3, 2018, RAMCO (the “Company”) announced its financial results for the three months ended March 31, 2018. A copy of the Company’s May 3, 2018 press release is furnished as Exhibit 99.1 to this report on Form 8-K. A copy of the Company’s Quarterly Financial and Operating Supplement Package is available on the Company's corporate website at www.RAMCOproperties.com. The information contained in this report on Form 8-K, including Exhibit 99.1 shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed or to be filed by the Company under the Securities Act of 1933, as amended.

Item 7.01    Regulation FD Disclosure.

On May 3, 2018, the Company announced its financial results for the three months ended March 31, 2018. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report on Form 8-K. A copy of the Company’s Quarterly Financial and Operating Supplement Package is available on the Company's corporate website at www.RAMCOproperties.com. The information contained in this report on Form 8-K, including Exhibit 99.1 shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed or to be filed by the Company under the Securities Act of 1933, as amended.


Item 9.01(d)    Exhibits

(d)
Exhibits

99.1
Press release of RAMCO dated May 3, 2018.








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    
 
 
RAMCO-GERSHENSON PROPERTIES TRUST
 
 
 
 
 
 
Date:
May 3, 2018
By:/s/ RAYMOND J. MERK
 
 
           Raymond J. Merk
 
 
           Chief Accounting Officer





EXHIBIT INDEX

Exhibit No.    Description

99.1
Press release of RAMCO dated May 3, 2018.


(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit

393331660_logo.jpgNews Release (NYSE:RPT)

 
 
 
 
 
RAMCO REPORTS
FINANCIAL AND OPERATING RESULTS FOR THE FIRST QUARTER 2018

FARMINGTON HILLS, Michigan – May 3, 2018 - RAMCO (NYSE:RPT) today announced its financial and operating results for the three months ended March 31, 2018.

FIRST QUARTER FINANCIAL AND OPERATING RESULTS:

Net income available to common shareholders of $0.07 per diluted share, compared to $0.14 per diluted share for the same period in 2017, reflecting no gains on real estate sales or impairment provisions in the current year period.
Funds from Operations ("FFO") of $0.32 per diluted share, compared to $0.35 per diluted share for the same period in 2017.
Operating Funds from Operations (“Operating FFO”) of $0.32 per diluted share, compared to $0.35 per diluted share for the same period in 2017.
Generated same property NOI growth with redevelopment of 0.5% for the three months ended March 31, 2018.
Signed 49 comparable leases encompassing 321,705 square feet at a positive leasing spread of 8.7% with an annualized base rent ("ABR") of $18.47 per square feet.
Increased ABR to $15.20 per square foot, excluding ground leases, compared to $14.60 for the same period in 2017.
Leased occupancy of 93.6% compared to 93.3% at December 31, 2017 and 94.3% at March 31, 2017.

"In April, the Company hired Brian Harper as its next CEO. Brian's industry knowledge, proven track record, and reputation as a hands-on operator will benefit our organization and drive value for our shareholders," said Dennis Gershenson, President and Chief Executive Officer. "During the first quarter, the Company generated higher average base rents, positive rent spreads, and improving occupancy. As anticipated, same property NOI growth decelerated in the quarter due to tenant bankruptcies in 2017. The Company believes it will have leased the majority of the impacted space by the end of 2018."

FINANCIAL RESULTS:
For the three months ended March 31, 2018:
Net income available to common shareholders of $5.6 million, or $0.07 per diluted share, compared to $11.4 million, or $0.14 per diluted share for the same period in 2017.
FFO of $28.6 million, or $0.32 per diluted share, compared to $30.8 million, or $0.35 per diluted share for the same period in 2017.
Operating FFO of $28.2 million, or $0.32 per diluted share, compared to $30.6 million or $0.35 per diluted share for the same period in 2017.

BALANCE SHEET METRICS AND CAPITAL MARKETS ACTIVITY:

Net debt to annualized proforma adjusted EBITDA of 6.5X, interest coverage of 3.7X, and fixed charge coverage of 3.0X.


i



INVESTMENT ACTIVITY:

Acquisitions

On January 5, 2018, the Company acquired the leasehold interest on a land lease at West Oaks in Novi, Michigan for $6.4 million.

Redevelopment

At March 31, 2018, the Company's active redevelopment pipeline consisted of seven projects with an estimated total cost of $74.3 million, which are expected to stabilize over the next eighteen months at an estimated weighted average return on cost of between 8.5% - 9.5%.

SUBSEQUENT ACTIVITY:

Transactions

On April 2, 2018, the Company sold a 7.5 acre land parcel in Hartland, Michigan, for the development of a 55,000 square foot Emagine theater, for $1.3 million. The state-of-the-art theater will feature upscale amenities throughout and will be well-positioned to succeed in today’s retail landscape.

On April 27, 2018, the Company sold its equity interest in Millennium Park in Livonia, Michigan for $3.1 million, which represents the original investment of $3.0 million as well as $0.1 million in pro rata earnings.

DIVIDEND:

In the first quarter, the Company declared a regular cash dividend of $0.22 per common share for the period January 1, 2018 through March 31, 2018 and a Series D convertible perpetual preferred share dividend of $0.90625 per share for the same period. The dividends were paid on April 2, 2018 to shareholders of record as of March 20, 2018.

GUIDANCE:

On April 12, 2018, the Company announced that it had hired Brian Harper as its next President and CEO to replace Dennis Gershenson on or before June 15, 2018. The Company also announced that Geoffrey Bedrosian, its former CFO and John Hendrickson, its former COO, had resigned and exited the Company. As a result of the management changes and the potential impact on the Company's future business plans, the Company is not affirming or updating its annual guidance assumptions at this time.

CONFERENCE CALL/WEBCAST:

RAMCO will host a live broadcast of its first quarter conference call on Friday, May 4, 2018 at 9:00 a.m. eastern time, to discuss its financial and operating results. The live broadcast will be available on-line at www.RAMCOproperties.com and www.investorcalendar.com and also by telephone at (877) 407-9205, no pass code needed. A replay will be available on the aforementioned websites for ninety days or by telephone at (877) 481-4010, (Conference ID: 28057) through May 11, 2018.


ii


SUPPLEMENTAL MATERIALS:

The Company’s quarterly financial and operating supplement is available on its corporate web site at www.RAMCOproperties.com. If you wish to receive a copy via email, please send requests to dhendershot@RAMCOproperties.com.

393331660_logo.jpg(NYSE:RPT) is a premier, national publicly-traded shopping center real estate investment trust (REIT) based in Farmington Hills, Michigan.  The Company's primary business is the ownership and management of regional town centers, urban infill properties and neighborhood shopping centers primarily located in 15 of the 40 largest metropolitan markets in the United States.  At March 31, 2018, the Company owned interests in and managed a portfolio of 56 shopping centers and three joint venture properties. At March 31, 2018, the Company's consolidated portfolio was 93.6% leased. RAMCO is a fully-integrated qualified REIT that is self-administered and self-managed. For additional information about the Company please visit www.RAMCOproperties.com or follow RAMCO on Twitter @RAMCOproperties and facebook.com/RAMCOproperties.rpt/.

This press release may contain forward-looking statements that represent the Company’s expectations and projections for the future. Management of RAMCO believes the expectations reflected in any forward-looking statements made in this press release are based on reasonable assumptions. Certain factors could occur that might cause actual results to vary, including deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, our continuing ability to qualify as a REIT and other factors discussed in the Company’s reports filed with the Securities and Exchange Commission.


Company Contact:
Dawn L. Hendershot, Senior Vice President Investor Relations and Public Affairs
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334
dhendershot@RAMCOproperties.com
(248) 592-6202



iii


RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
 
 
 
 
 
March 31, 2018
 
December 31, 2017
 
 
ASSETS
 
 
 
Income producing properties, at cost:
 
 
 
Land
$
397,935

 
$
397,935

Buildings and improvements
1,745,157

 
1,732,844

Less accumulated depreciation and amortization
(365,969
)
 
(351,632
)
Income producing properties, net
1,777,123

 
1,779,147

Construction in progress and land available for development or sale
71,235

 
58,243

Net real estate
1,848,358

 
1,837,390

Equity investments in unconsolidated joint ventures
5,494

 
3,493

Cash and cash equivalents
10,315

 
8,081

Restricted cash and escrows
5,214

 
4,810

Accounts receivable, net
25,254

 
26,145

Acquired lease intangibles, net
56,582

 
59,559

Other assets, net
94,028

 
90,916

TOTAL ASSETS
$
2,045,245

 
$
2,030,394

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Notes payable, net
$
1,023,488

 
$
999,215

Capital lease obligation
1,022

 
1,022

Accounts payable and accrued expenses
55,455

 
56,750

Acquired lease intangibles, net
59,261

 
60,197

Other liabilities
8,407

 
8,375

Distributions payable
19,704

 
19,666

TOTAL LIABILITIES
1,167,337

 
1,145,225

 
 
 
 
Commitments and Contingencies
 
 
 
 
 
 
 
Ramco-Gershenson Properties Trust ("RPT") Shareholders' Equity:
 
 
 

Preferred shares, $0.01 par, 2,000 shares authorized: 7.25% Series D Cumulative Convertible Perpetual Preferred Shares, (stated at liquidation preference $50 per share), 1,849 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
92,427

 
92,427

Common shares of beneficial interest, $0.01 par, 120,000 shares authorized, 79,475 and 79,366 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
795

 
794

Additional paid-in capital
1,161,252

 
1,160,862

Accumulated distributions in excess of net income
(402,512
)
 
(392,619
)
Accumulated other comprehensive income
5,243

 
2,858

TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT
857,205

 
864,322

Noncontrolling interest
20,703

 
20,847

TOTAL SHAREHOLDERS' EQUITY
877,908

 
885,169

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
2,045,245

 
$
2,030,394










Page 1



RAMCO-GERSHENSON PROPERTIES TRUST
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(In thousands, except per share amounts)
 
 
 
 
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2018
 
2017
 
REVENUE
 
 
 
 
 
Minimum rent
 
$
46,912

 
$
49,437

 
Percentage rent
 
324

 
238

 
Recovery income from tenants
 
14,582

 
16,891

 
Other property income
 
814

 
1,106

 
Management and other fee income
 
86

 
153

 
TOTAL REVENUE
 
62,718

 
67,825

 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
Real estate tax expense
 
10,157

 
10,993

 
Recoverable operating expense
 
6,806

 
7,608

 
Non-recoverable operating expense
 
1,001

 
1,148

 
Depreciation and amortization
 
21,112

 
22,817

 
General and administrative expense
 
5,887

 
6,451

 
Provision for impairment
 

 
5,717

 
TOTAL EXPENSES
 
44,963

 
54,734

 
 
 
 
 
 
 
OPERATING INCOME
 
17,755

 
13,091

 
 
 
 
 
 
 
OTHER INCOME AND EXPENSES
 
 
 
 
 
Other income (expense), net
 
253

 
(311
)
 
Gain on sale of real estate
 

 
11,375

 
Earnings from unconsolidated joint ventures
 
71

 
86

 
Interest expense
 
(10,601
)
 
(10,799
)
 
INCOME BEFORE TAX
 
7,478

 
13,442

 
Income tax provision
 
(18
)
 
(28
)
 
 
 
 
 
 
 
NET INCOME

7,460


13,414

 
Net income attributable to noncontrolling partner interest
 
(174
)
 
(316
)
 
NET INCOME ATTRIBUTABLE TO RPT

7,286

 
13,098

 
Preferred share dividends
 
(1,675
)
 
(1,675
)
 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

$
5,611

 
$
11,423

 
 
 
 
 
 
 
EARNINGS PER COMMON SHARE
 
 
 
 
 
Basic
 
$
0.07

 
$
0.14

 
Diluted
 
$
0.07

 
$
0.14

 
 
 
 
 
 
 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
 
 
 
 
 
Basic
 
79,423

 
79,299

 
Diluted
 
79,570

 
79,481

 







Page 2



RAMCO-GERSHENSON PROPERTIES TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
FUNDS FROM OPERATIONS
(In thousands, except per share data)
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
 
 
 
Net income
 
$
7,460

 
$
13,414

Net income attributable to noncontrolling partner interest
 
(174
)
 
(316
)
Preferred share dividends
 
(1,675
)
 
(1,675
)
Net income available to common shareholders

5,611

 
11,423

Adjustments:
 
 

 
 

Rental property depreciation and amortization expense
 
21,050

 
22,758

Pro-rata share of real estate depreciation from unconsolidated joint ventures
 
72

 
73

Gain on sale of depreciable real estate
 

 
(11,190
)
Provision for impairment on income-producing properties
 

 
5,717

FFO available to common shareholders
 
26,733

 
28,781

 
 
 
 
 
Noncontrolling interest in Operating Partnership (1)
 
174


316

Preferred share dividends (assuming conversion) (2)
 
1,675

 
1,675

FFO available to common shareholders and dilutive securities
 
$
28,582

 
$
30,772

 
 
 
 
 
(Gain) loss on sale of land
 

 
(185
)
Severance expense
 
14

 
12

Contingent gain
 
(398
)
 

Operating FFO available to common shareholders and dilutive securities
 
$
28,198

 
$
30,599

 
 
 
 
 
Weighted average common shares
 
79,423

 
79,299

Shares issuable upon conversion of Operating Partnership Units (1)
 
1,916

 
1,917

Dilutive effect of restricted stock
 
147

 
182

Shares issuable upon conversion of preferred shares (2)
 
6,772

 
6,657

Weighted average equivalent shares outstanding, diluted
 
88,258

 
88,055

 
 
 
 
 
FFO available to common shareholders and dilutive securities per share, diluted
 
$
0.32

 
$
0.35

 
 
 
 
 
Operating FFO available to common shareholders and dilutive securities per share, diluted
 
$
0.32

 
$
0.35

 
 
 
 
 
Dividend per common share
 
$
0.22

 
$
0.22

Payout ratio - Operating FFO

68.8
%
 
62.9
%
 
 
 
 
 

(1) 
The total noncontrolling interest reflects OP units convertible 1:1 into common shares.
(2) 
Series D convertible preferred shares are paid annual dividends of $6.7 million and are currently convertible into approximately 6.7 million shares of common stock. They are dilutive only when earnings or FFO exceed approximately $0.25 per diluted share per quarter and $1.00 per diluted share per year. The conversion ratio is subject to adjustment based upon a number of factors, and such adjustment could affect the dilutive impact of the Series D convertible preferred shares on FFO and earning per share in future periods.



Page 3



RAMCO-GERSHENSON PROPERTIES TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(amounts in thousands)
Reconciliation of net income available to common shareholders to Same Property NOI
 
 
 
 
 
 
 
Three Months Ended March 31,
 
2018
 
2017
Net income available to common shareholders
$
5,611

 
$
11,423

Preferred share dividends
1,675

 
1,675

Net income attributable to noncontrolling partner interest
174

 
316

Income tax provision
18

 
28

Interest expense
10,601

 
10,799

Earnings from unconsolidated joint ventures
(71
)
 
(86
)
Gain on sale of real estate

 
(11,375
)
Other expense, net
(253
)
 
311

Management and other fee income
(86
)
 
(153
)
Depreciation and amortization
21,112

 
22,817

General and administrative expenses
5,887

 
6,451

Provision for impairment

 
5,717

Lease termination fees

 
(33
)
Amortization of lease inducements
43

 
44

Amortization of acquired above and below market lease intangibles, net
(1,122
)
 
(959
)
Straight-line ground rent expense
70

 
70

Amortization of acquired ground lease intangibles
6

 
6

Straight-line rental income
(878
)
 
(810
)
NOI
42,787

 
46,241

NOI from Other Investments
(2,535
)
 
(6,189
)
Same Property NOI with Redevelopment
40,252

 
40,052

NOI from Redevelopment (1)
(3,263
)
 
(2,925
)
Same Property NOI without Redevelopment
$
36,989

 
$
37,127

 
 
 
 
 
 
 
 
(1) The NOI from Redevelopment adjustments represent 100% of the NOI related to Deerfield Towne Center and Woodbury Lakes, and a portion of the NOI related to specific GLA at Troy Marketplace, Spring Meadows, The Shops on Lane Avenue, River City Marketplace, The Shoppes at Fox River, Buttermilk Towne Center and Town & Country for the periods presented. Because of the redevelopment activity, the center or specific space is not considered comparable for the periods presented and adjusted out of Same Property NOI with Redevelopment in arriving at Same Property NOI without Redevelopment.
 
 
 
 

Page 4



RAMCO-GERSHENSON PROPERTIES TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(amounts in thousands)
 
Three Months Ended March 31,
 
2018
 
2017
Reconciliation of net income to annualized proforma adjusted EBITDA
 
 
 
Net income
$
7,460

 
$
13,414

Interest expense
10,601

 
10,799

Income tax provision
18

 
28

Depreciation and amortization
21,112

 
22,817

Gain on sale of depreciable real estate

 
(11,375
)
Provision for impairment on depreciable real estate

 
5,717

Pro-rata adjustments from unconsolidated entities
72

 
73

EBITDAre
39,263

 
41,473

 
 
 
 
Severance expense
14

 
12

Contingent gain
(398
)
 

Lease termination income

 
(33
)
Adjusted EBITDA
38,879

 
41,452

Proforma adjustments (1)
314

 
1,026

Proforma adjusted EBITDA
$
39,193

 
$
42,478

Annualized proforma adjusted EBITDA
$
156,772

 
$
169,912

 
 
 
 
 
 
 
 
Reconciliation of Notes Payable, net to Net Debt
 
 
 
Notes payable, net
$
1,023,488

 
$
1,192,312

Unamortized premium
(3,707
)
 
(4,829
)
Deferred financing costs, net
3,646

 
3,555

Consolidated notional debt
1,023,427

 
1,191,038

Pro-rata share of debt from unconsolidated joint venture
12,699

 

Capital lease obligation
1,022

 
1,066

Cash and cash equivalents
(10,315
)
 
(4,486
)
Net debt
$
1,026,833

 
$
1,187,618

 
 
 
 
 
 
 
 
Reconciliation of interest expense to total fixed charges
 
 
 
Interest expense
$
10,601

 
$
10,799

Preferred share dividends
1,675

 
1,675

Scheduled mortgage principal payments
642

 
806

Total fixed charges
$
12,918

 
$
13,280

 
 
 
 
 
 
 
 
Net debt to annualized proforma adjusted EBITDA
6.5
X
 
7.0
X
Interest coverage ratio (Adjusted EBITDA / interest expense)
3.7
X
 
3.8
X
Fixed charge coverage ratio (Adjusted EBITDA / fixed charges)
3.0
X
 
3.1
X
 
 
 
 
(1) 1Q18 includes EBITDA of $0.3 million from our Millennium Park joint venture. 1Q17 includes EBITDA of $1.4 million from acquisitions and excludes $0.4 million from dispositions.
 


Page 5



Ramco-Gershenson Properties Trust
Non-GAAP Financial Definitions
 
Certain of our key performance indicators are considered non-GAAP financial measures. Management uses these measures along with our GAAP financial statements in order to evaluate our operations results. We believe these additional measures provide users of our financial information additional comparable indicators of our industry, as well as our performance.

Funds From Operations (FFO) Available to Common Shareholders
As defined by the National Association of Real Estate Investment Trusts (NAREIT), Funds From Operations (FFO) represents net income computed in accordance with generally accepted accounting principles, excluding gains (or losses) from sales of depreciable property and impairment provisions on depreciable real estate or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate held by the investee, plus depreciation and amortization, (excluding amortization of financing costs). Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis. We have adopted the NAREIT definition in our computation of FFO available to common shareholders.

Operating FFO Available to Common Shareholders
In addition to FFO available to common shareholders, we include Operating FFO available to common shareholders as an additional measure of our financial and operating performance. Operating FFO excludes acquisition costs and periodic items such as gains (or losses) from sales of land and impairment provisions on land available for development or sale, bargain purchase gains, severance expense, accelerated amortization of debt premiums and gains or losses on extinguishment of debt that are not adjusted under the current NAREIT definition of FFO. We provide a reconciliation of FFO to Operating FFO. FFO and Operating FFO should not be considered alternatives to GAAP net income available to common shareholders or as alternatives to cash flow as measures of liquidity.

While we consider FFO available to common shareholders and Operating FFO available to common shareholders useful measures for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs, our computations of FFO and Operating FFO may differ from the computations utilized by other real estate companies, and therefore, may not be comparable. We recognize the limitations of FFO and Operating FFO when compared to GAAP net income available to common shareholders. FFO and Operating FFO available to common shareholders do not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. In addition, FFO and Operating FFO do not represent cash generated from operating activities in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs, including the payment of dividends. FFO and Operating FFO are simply used as for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs, our computations of FFO and Operating FFO may differ from the computations utilized by other real estate companies, and therefore, may not be comparable.

EBITDAre/Adjusted EBITDA/Proforma Adjusted EBITDA
NAREIT defines EBITDAre as net income computed in accordance with GAAP, plus interest expense, income tax expense (benefit), depreciation and amortization and impairment of depreciable real estate and in substance real estate equity investments; plus or minus gains or losses from sales of operating real estate assets and interests in real estate equity investments; and adjustments to reflect our share of unconsolidated real estate joint ventures and partnerships for these items. The Company calculates EBITDAre in a manner consistent with the NAREIT definition. The Company also presents Adjusted EBITDA which is EBITDAre net of severance expense, lease termination income, and other non-recurring items. EBITDAre and Adjusted EBITDA should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP. Proforma Adjusted EBITDA further adjusts for the effect of the acquisition or disposition of properties during the period.

Same Property Operating Income
Same Property Operating Income ("Same Property NOI with Redevelopment") is a supplemental non-GAAP financial measure of real estate companies' operating performance. Same Property NOI with Redevelopment is considered by management to be a relevant performance measure of our operations because it includes only the NOI of comparable properties for the reporting period. Same Property NOI with Redevelopment excludes acquisitions and dispositions. Same Property NOI with Redevelopment is calculated using consolidated operating income and adjusted to exclude management and other fee income, depreciation and amortization, general and administrative expense, provision for impairment and non-comparable income/expense adjustments such as straight-line rents, lease termination fees, above/below market rents, and other non-comparable operating income and expense adjustments.

In addition to Same Property NOI with Redevelopment, the Company also believes Same Property NOI without Redevelopment to be a relevant performance measure of our operations. Same Property NOI without Redevelopment follows the same methodology as Same Property NOI with Redevelopment, however it excludes redevelopment activity that significantly impacts the entire property, as well as lesser redevelopment activity where we are adding GLA or retenanting a specific space. A property is designated as redevelopment when projected costs exceed $1.0 million, and the construction impacts approximately 20% or more of the income producing property's gross leasable area ("GLA") or the location and nature of the construction significantly impacts or disrupts the daily operations of the property. Redevelopment may also include a portion of certain properties designated as same property for which we are adding additional GLA or retenanting space.

Same Property NOI should not be considered an alternative to net income in accordance with GAAP or as a measure of liquidity. Our method of calculating Same Property NOI may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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