RAMCO Properties (NYSE:RPT) (the
"Company") today announced its financial and operating
results for the three and six months ended June 30, 2018.
SECOND QUARTER FINANCIAL AND OPERATING
RESULTS:
- Net income available to common shareholders of $0.03 per
diluted share, compared to $0.05 per diluted share for the same
period in 2017.
- 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 $0.40 per
diluted share, compared to $0.35 per diluted share for the same
period in 2017.
- Generated same property NOI growth with redevelopment of 3.1%
for the three months ended June 30, 2018.
- Signed 56 comparable leases encompassing 378,457 square feet at
a positive leasing spread of 12.3% with an annualized base rent
("ABR") of $15.07 per square foot.
- Increased ABR to $15.39 per square foot, excluding ground
leases, compared to $14.76 for the same period in 2017.
- Leased occupancy of 93.9% compared to 93.6% at March 31, 2018
and 93.7% at June 30, 2017.
“As we start a new chapter at RPT, we are very
excited by the significant opportunity we have before us to create
meaningful shareholder value,” said Brian Harper, President and
Chief Executive Officer. “Having put in place a first-class
management team with deep retail real estate experience, we have
worked quickly and diligently to create a plan to drive internal
growth, through increasing occupancy and rent per square foot,
building a densification pipeline, enhancing our operating platform
and fortifying our balance sheet. While some of these initiatives
will be longer term, we have already taken steps to capture
near-term growth and enhance efficiencies. Our entire organization
is focused and energized as we move forward.”
FINANCIAL RESULTS:
For the three months ended June 30,
2018:
- Net income available to common shareholders of $2.6 million, or
$0.03 per diluted share, compared to $4.4 million, or $0.05 per
diluted share for the same period in 2017.
- FFO of $27.9 million, or $0.32 per diluted share, compared to
$30.4 million, or $0.35 per diluted share for the same period in
2017.
- Operating FFO of $35.7 million, or $0.40 per diluted share,
compared to $31.0 million or $0.35 per diluted share for the same
period in 2017.
For the six months ended June 30,
2018:
- Net income available to common shareholders of $8.2 million, or
$0.10 per diluted share, compared to $15.9 million, or $0.20 per
diluted share for the same period in 2017.
- FFO of $56.5 million, or $0.64 per diluted share, compared to
$61.2 million, or $0.69 per diluted share for the same period in
2017.
- Operating FFO of $63.9 million, or $0.72 per diluted share,
compared to $61.6 million or $0.70 per diluted share for the same
period in 2017.
ORGANIZATIONAL STRUCTURE CHANGES:
The Company has streamlined its organizational
structure to improve efficiencies, lower costs and align the
appropriate staffing needs with the Company’s existing and future
operations. The changes will result in approximately $2.0 million
in on-going annual net cash savings, excluding a non-recurring
charge of approximately $1.3 million associated with the
restructuring, which will be recognized in the third quarter of
2018. In addition, the Company recognized a net non-recurring
charge of approximately $7.5 million in the second quarter of 2018
associated with the reorganization of its executive management
team.
In connection with the organizational changes,
the Company appointed Jonathan Krausche to the role of Senior Vice
President, Development. Mr. Krausche will be responsible for
sourcing, evaluating and executing on the Company’s new and
existing development opportunities. Mr. Krausche has over 23 years
in development and construction experience and most recently served
as Vice President, Development at Westfield Corporation. Mr.
Krausche is expected to join the Company on or before September 4,
2018.
The Company also appointed Vincent Chao to the
role of Vice President, Finance. Mr. Chao will be responsible for
corporate finance, investor relations, and capital markets
activities. Mr. Chao has over 20 years of retail, consumer
products, and finance experience and was most recently a Director
in Equity Research for Deutsche Bank, where he served as the lead
analyst for 35 REITs spanning the major property types. Mr. Chao
joined the Company on August 6, 2018.
EXECUTIVE MANAGEMENT
APPOINTMENTS:
As previously announced, Brian Harper was
selected as the Company’s President and Chief Executive
Officer. Mr. Harper joined the Company and its Board of
Trustees on June 15, 2018. Mr. Harper has over 18 years of retail
real estate experience and most recently served as Chief Executive
Officer of Rouse Properties.
Also, as previously announced, Michael
Fitzmaurice was selected as the Company’s Executive Vice President,
Chief Financial Officer and Secretary. Mr. Fitzmaurice joined
the Company on June 18, 2018. Mr. Fitzmaurice has nearly 20 years
of real estate experience and most recently served as Senior Vice
President of Finance with Retail Properties of America, Inc.
Finally, as previously announced, Timothy
Collier was selected as the Company’s Executive Vice President of
Leasing. Mr. Collier joined the Company on August 6, 2018.
Mr. Collier has over 20 years of real estate experience and most
recently served as Head of Leasing for Acadia Realty Trust.
BALANCE SHEET METRICS AND CAPITAL MARKETS
ACTIVITY:
At June 30, 2018, the Company's net debt to
annualized proforma adjusted EBITDA was 6.2X, interest coverage was
3.8X, and fixed charge coverage was 3.1X.
INVESTMENT ACTIVITY:
Dispositions
During the quarter, the Company completed $2.1
million of dispositions, which included the sale of two land
parcels. In addition, the Company’s joint venture partner in
Millennium Livonia Holdings LLC exercised their right to acquire
the Company's 30% interest in the Millennium Park shopping center
in Livonia, Michigan for $3.0 million. The Millennium Park shopping
center was the sole property in the joint venture.
Subsequent to quarter end, the Company completed
the sale of the one remaining property in the Ramco/Lion Venture LP
joint venture, receiving net proceeds of $6.3 million for its 30%
interest in the Martin Square shopping center in Stuart,
Florida. Following the sale, the Company will have one joint
venture property remaining in the portfolio.
Redevelopment
At June 30, 2018, the Company's active
redevelopment pipeline consisted of six projects with an estimated
total cost of $68.5 million, which are expected to stabilize over
the next twelve months at an estimated weighted average return on
cost between 8.5% - 9.5%.
DIVIDEND:
In the second quarter, the Company declared a
regular cash dividend of $0.22 per common share for the period
April 1, 2018 through June 30, 2018 and a Series D convertible
perpetual preferred share dividend of $0.90625 per share for the
same period. The dividends were paid on July 2, 2018 to
shareholders of record as of June 20, 2018.
GUIDANCE:
The Company expects to generate net income
attributable to common shareholders of $0.24 to $0.28 per share in
2018, excluding the impact of potential asset sales. The
Company is revising the previous management team’s 2018 Operating
FFO per share guidance range to $1.35 to $1.39 per share, excluding
the impact of potential asset sales, from $1.31 to $1.37 per
diluted share, an increase of $0.03 at the midpoint of the range,
based, in part, on the following assumptions:
- Same property NOI growth with redevelopment of 1.75% to 2.75%,
a decrease of 75 basis points at the midpoint of the range.
- Acquisitions of $6 million, a decrease of $44 million.
- General and administrative expenses of $21.5 to $23.0 million,
excluding the impact from non-recurring executive transition and
employee severance charges, which is unchanged from the prior
assumption.
The following table reconciles the previous
management team’s 2018 Operating FFO guidance to the Company's
updated 2018 Operating FFO guidance range:
|
|
|
|
|
Previous 2018 Operating FFO per diluted share - midpoint of
the range |
$ |
1.34 |
|
|
Non-cash items (1) |
|
0.06 |
|
|
2018
speculative acquisitions |
|
(0.02 |
) |
|
Same
property NOI with redevelopment |
|
(0.01 |
) |
|
Updated 2018 Operating FFO per diluted share - midpoint of
the range |
$ |
1.37 |
|
|
|
|
|
(1) Represents the acceleration of a below market lease
intangible as a result of an unanticipated early termination of an
anchor lease. |
|
CONFERENCE CALL/WEBCAST:
The Company will host a live broadcast of its
second quarter conference call on Thursday, August 9, 2018 at 10:00
a.m. (ET) time to discuss its financial and operating
results. The live broadcast will be available online on the
Company’s website at www.ramcoproperties.com or
at www.investorcalendar.com. The conference call can be
accessed by dialing (877) 407-9205 or (201) 689-8054 for
international callers. A replay of the call will be available
through August 16, 2018. The replay can be accessed by
dialing (877) 481-4010 or (919) 882-2331 for international callers
and entering passcode 34092. A replay will also be archived
at the aforementioned web sites for ninety days.
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 vchao@ramcoproperties.com.
The Company owns and operates high-quality,
dynamic open-air shopping centers principally located in the top
U.S. metro areas. The Company is a fully integrated and
self-administered REIT publicly traded on the New York Stock
Exchange under the ticker symbol RPT. As of June 30, 2018,
the Company's portfolio consisted of 58 shopping centers (including
two shopping centers owned through joint ventures) representing
14.0 million square feet. As of June 30, 2018, the Company’s
aggregate portfolio was 93.9% leased. For additional information
about the Company please visit www.ramcoproperties.com.
This press release may contain forward-looking
statements that represent the Company’s expectations and
projections for the future. Management of the Company 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:Vin Chao, Vice
President - Finance31500 Northwestern Highway,
Suite 300Farmington Hills, MI
48334vchao@ramcoproperties.com(248)
592-6880
|
RAMCO-GERSHENSON PROPERTIES TRUST |
CONSOLIDATED BALANCE SHEETS |
(In thousands, except per share
amounts) |
|
|
|
|
|
June
30,2018 |
|
December 31,2017 |
|
|
ASSETS |
|
|
|
Income producing
properties, at cost: |
|
|
|
Land |
$ |
397,344 |
|
|
$ |
397,935 |
|
Buildings
and improvements |
1,753,218 |
|
|
1,732,844 |
|
Less
accumulated depreciation and amortization |
(380,108 |
) |
|
(351,632 |
) |
Income producing
properties, net |
1,770,454 |
|
|
1,779,147 |
|
Construction in progress and land available for development or
sale |
77,719 |
|
|
58,243 |
|
Net real estate |
1,848,173 |
|
|
1,837,390 |
|
Equity investments in
unconsolidated joint ventures |
2,428 |
|
|
3,493 |
|
Cash and cash
equivalents |
5,252 |
|
|
8,081 |
|
Restricted cash and
escrows |
4,361 |
|
|
4,810 |
|
Accounts receivable,
net |
24,171 |
|
|
26,145 |
|
Acquired lease
intangibles, net |
50,999 |
|
|
59,559 |
|
Other assets, net |
98,833 |
|
|
90,916 |
|
TOTAL
ASSETS |
$ |
2,034,217 |
|
|
$ |
2,030,394 |
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY |
|
|
|
Notes payable, net |
$ |
1,027,803 |
|
|
$ |
999,215 |
|
Capital lease
obligation |
1,022 |
|
|
1,022 |
|
Accounts payable and
accrued expenses |
59,554 |
|
|
56,750 |
|
Acquired lease
intangibles, net |
52,452 |
|
|
60,197 |
|
Other liabilities |
8,050 |
|
|
8,375 |
|
Distributions
payable |
19,734 |
|
|
19,666 |
|
TOTAL
LIABILITIES |
1,168,615 |
|
|
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 June 30, 2018 and December 31, 2017,
respectively |
92,427 |
|
|
92,427 |
|
Common shares of beneficial interest, $0.01 par, 120,000 shares
authorized, 79,530 and 79,366 shares issued and outstanding as
of June 30, 2018 and December 31, 2017, respectively |
795 |
|
|
794 |
|
Additional paid-in
capital |
1,163,359 |
|
|
1,160,862 |
|
Accumulated
distributions in excess of net income |
(417,526 |
) |
|
(392,619 |
) |
Accumulated other
comprehensive income |
6,143 |
|
|
2,858 |
|
TOTAL
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT |
845,198 |
|
|
864,322 |
|
Noncontrolling
interest |
20,404 |
|
|
20,847 |
|
TOTAL
SHAREHOLDERS' EQUITY |
865,602 |
|
|
885,169 |
|
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY |
$ |
2,034,217 |
|
|
$ |
2,030,394 |
|
|
|
|
|
|
|
|
|
|
|
RAMCO-GERSHENSON PROPERTIES
TRUST |
|
CONSOLIDATED STATEMENTS OF
OPERATIONS |
|
(In thousands, except per share
amounts) |
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
REVENUE |
|
|
|
|
|
|
|
|
Minimum
rent |
$ |
52,519 |
|
|
$ |
50,797 |
|
|
$ |
99,431 |
|
|
$ |
100,234 |
|
|
Percentage rent |
101 |
|
|
225 |
|
|
425 |
|
|
463 |
|
|
Recovery
income from tenants |
16,252 |
|
|
14,841 |
|
|
30,834 |
|
|
31,732 |
|
|
Other
property income |
1,047 |
|
|
1,126 |
|
|
1,861 |
|
|
2,232 |
|
|
Management and other fee income |
48 |
|
|
73 |
|
|
134 |
|
|
226 |
|
|
TOTAL
REVENUE |
69,967 |
|
|
67,062 |
|
|
132,685 |
|
|
134,887 |
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
Real
estate tax expense |
10,602 |
|
|
10,730 |
|
|
20,759 |
|
|
21,723 |
|
|
Recoverable operating expense |
6,141 |
|
|
6,431 |
|
|
12,947 |
|
|
14,039 |
|
|
Non-recoverable operating expense |
1,111 |
|
|
1,242 |
|
|
2,112 |
|
|
2,390 |
|
|
Depreciation and amortization |
23,457 |
|
|
23,335 |
|
|
44,569 |
|
|
46,152 |
|
|
Acquisition costs |
233 |
|
|
— |
|
|
233 |
|
|
— |
|
|
General
and administrative expense |
13,378 |
|
|
6,372 |
|
|
19,265 |
|
|
12,823 |
|
|
Provision
for impairment |
216 |
|
|
820 |
|
|
216 |
|
|
6,537 |
|
|
TOTAL
EXPENSES |
55,138 |
|
|
48,930 |
|
|
100,101 |
|
|
103,664 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING
INCOME |
14,829 |
|
|
18,132 |
|
|
32,584 |
|
|
31,223 |
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
AND EXPENSES |
|
|
|
|
|
|
|
|
Other income (expense), net |
(68 |
) |
|
(424 |
) |
|
185 |
|
|
(735 |
) |
|
Gain on
sale of real estate |
181 |
|
|
— |
|
|
181 |
|
|
11,375 |
|
|
Earnings
from unconsolidated joint ventures |
202 |
|
|
55 |
|
|
273 |
|
|
141 |
|
|
Interest
expense |
(10,708 |
) |
|
(11,486 |
) |
|
(21,309 |
) |
|
(22,285 |
) |
|
INCOME BEFORE
TAX |
4,436 |
|
|
6,277 |
|
|
11,914 |
|
|
19,719 |
|
|
Income
tax provision |
(33 |
) |
|
(25 |
) |
|
(51 |
) |
|
(53 |
) |
|
|
|
|
|
|
|
|
|
|
NET
INCOME |
4,403 |
|
|
6,252 |
|
|
11,863 |
|
|
19,666 |
|
|
Net
income attributable to noncontrolling partner interest |
(101 |
) |
|
(147 |
) |
|
(275 |
) |
|
(462 |
) |
|
NET INCOME
ATTRIBUTABLE TO RPT |
4,302 |
|
|
6,105 |
|
|
11,588 |
|
|
19,204 |
|
|
Preferred
share dividends |
(1,675 |
) |
|
(1,675 |
) |
|
(3,350 |
) |
|
(3,350 |
) |
|
NET INCOME
AVAILABLE TO COMMON SHAREHOLDERS |
$ |
2,627 |
|
|
$ |
4,430 |
|
|
$ |
8,238 |
|
|
$ |
15,854 |
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE |
|
|
|
|
|
|
|
|
Basic |
$ |
0.03 |
|
|
$ |
0.05 |
|
|
$ |
0.10 |
|
|
$ |
0.20 |
|
|
Diluted |
$ |
0.03 |
|
|
$ |
0.05 |
|
|
$ |
0.10 |
|
|
$ |
0.20 |
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
Basic |
79,519 |
|
|
79,344 |
|
|
79,471 |
|
|
79,322 |
|
|
Diluted |
79,621 |
|
|
79,529 |
|
|
79,574 |
|
|
79,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RAMCO-GERSHENSON PROPERTIES
TRUST |
RECONCILIATION OF NON-GAAP FINANCIAL
MEASURES |
FUNDS FROM OPERATIONS |
(In thousands, except per share
data) |
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months EndedJune 30, |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
|
|
|
|
|
|
|
Net income |
$ |
4,403 |
|
|
$ |
6,252 |
|
|
$ |
11,863 |
|
|
$ |
19,666 |
|
Net income attributable
to noncontrolling partner interest |
(101 |
) |
|
(147 |
) |
|
(275 |
) |
|
(462 |
) |
Preferred share
dividends |
(1,675 |
) |
|
(1,675 |
) |
|
(3,350 |
) |
|
(3,350 |
) |
Net income available to
common shareholders |
2,627 |
|
|
4,430 |
|
|
8,238 |
|
|
15,854 |
|
Adjustments: |
|
|
|
|
|
|
|
Rental
property depreciation and amortization expense |
23,425 |
|
|
23,275 |
|
|
44,475 |
|
|
46,033 |
|
Pro-rata
share of real estate depreciation from unconsolidated joint
ventures |
73 |
|
|
79 |
|
|
145 |
|
|
152 |
|
Gain on
sale of depreciable real estate |
— |
|
|
— |
|
|
— |
|
|
(11,190 |
) |
Provision
for impairment on income-producing properties |
— |
|
|
820 |
|
|
— |
|
|
6,537 |
|
FFO available
to common shareholders |
26,125 |
|
|
28,604 |
|
|
52,858 |
|
|
57,386 |
|
|
|
|
|
|
|
|
|
Noncontrolling interest in Operating Partnership (1) |
101 |
|
|
147 |
|
|
275 |
|
|
462 |
|
Preferred
share dividends (assuming conversion) (2) |
1,675 |
|
|
1,675 |
|
|
3,350 |
|
|
3,350 |
|
FFO available
to common shareholders and dilutive securities |
$ |
27,901 |
|
|
$ |
30,426 |
|
|
$ |
56,483 |
|
|
$ |
61,198 |
|
|
|
|
|
|
|
|
|
(Gain)
loss on sale of land |
(181 |
) |
|
— |
|
|
(181 |
) |
|
(185 |
) |
Provision
for impairment on land available for development or sale |
216 |
|
|
— |
|
|
216 |
|
|
— |
|
Severance
expense |
55 |
|
|
554 |
|
|
69 |
|
|
567 |
|
Executive
management reorganization, net (3) |
7,523 |
|
|
— |
|
|
7,523 |
|
|
— |
|
Acquisition costs |
233 |
|
|
— |
|
|
233 |
|
|
— |
|
Contingent gain |
— |
|
|
— |
|
|
(398 |
) |
|
— |
|
Operating FFO
available to common shareholders and dilutive
securities |
$ |
35,747 |
|
|
$ |
30,980 |
|
|
$ |
63,945 |
|
|
$ |
61,580 |
|
|
|
|
|
|
|
|
|
Weighted average common
shares |
79,519 |
|
|
79,344 |
|
|
79,471 |
|
|
79,322 |
|
Shares issuable upon
conversion of Operating Partnership Units (1) |
1,916 |
|
|
1,917 |
|
|
1,916 |
|
|
1,917 |
|
Dilutive effect of
restricted stock |
102 |
|
|
185 |
|
|
103 |
|
|
203 |
|
Shares issuable upon
conversion of preferred shares (2) |
6,803 |
|
|
6,685 |
|
|
6,803 |
|
|
6,685 |
|
Weighted
average equivalent shares outstanding, diluted |
88,340 |
|
|
88,131 |
|
|
88,293 |
|
|
88,127 |
|
|
|
|
|
|
|
|
|
FFO available
to common shareholders and dilutive securities per share,
diluted |
$ |
0.32 |
|
|
$ |
0.35 |
|
|
$ |
0.64 |
|
|
$ |
0.69 |
|
|
|
|
|
|
|
|
|
Operating FFO
available to common shareholders and dilutive securities per share,
diluted |
$ |
0.40 |
|
|
$ |
0.35 |
|
|
$ |
0.72 |
|
|
$ |
0.70 |
|
|
|
|
|
|
|
|
|
Dividend per common
share |
$ |
0.22 |
|
|
$ |
0.22 |
|
|
$ |
0.44 |
|
|
$ |
0.44 |
|
Payout ratio -
Operating FFO |
55.0 |
% |
|
62.9 |
% |
|
61.1 |
% |
|
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 6.8
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. |
(3) |
Includes
severance, accelerated vesting of restricted stock and performance
award charges and the benefit from the forfeiture of unvested
restricted stock and performance awards associated with our former
Chief Executive, Chief Operating and Chief Financial officers, in
addition to recruiting fees and cash inducement bonuses related to
the June 2018 hiring of our current Chief Executive and Chief
Financial officers. |
|
|
|
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 June 30, |
|
Six Months Ended June 30, |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
Net income available to
common shareholders |
$ |
2,627 |
|
|
$ |
4,430 |
|
|
$ |
8,238 |
|
|
$ |
15,854 |
|
Preferred
share dividends |
1,675 |
|
|
1,675 |
|
|
3,350 |
|
|
3,350 |
|
Net
income attributable to noncontrolling partner interest |
101 |
|
|
147 |
|
|
275 |
|
|
462 |
|
Income
tax provision |
33 |
|
|
25 |
|
|
51 |
|
|
53 |
|
Interest
expense |
10,708 |
|
|
11,486 |
|
|
21,309 |
|
|
22,285 |
|
Earnings
from unconsolidated joint ventures |
(202 |
) |
|
(55 |
) |
|
(273 |
) |
|
(141 |
) |
Gain on
sale of real estate |
(181 |
) |
|
— |
|
|
(181 |
) |
|
(11,375 |
) |
Other
expense (income), net |
68 |
|
|
424 |
|
|
(185 |
) |
|
735 |
|
Management and other fee income |
(48 |
) |
|
(73 |
) |
|
(134 |
) |
|
(226 |
) |
Depreciation and amortization |
23,457 |
|
|
23,335 |
|
|
44,569 |
|
|
46,152 |
|
Acquisition costs |
233 |
|
|
— |
|
|
233 |
|
|
— |
|
General
and administrative expenses |
13,378 |
|
|
6,372 |
|
|
19,265 |
|
|
12,823 |
|
Provision
for impairment |
216 |
|
|
820 |
|
|
216 |
|
|
6,537 |
|
Lease
termination fees |
(105 |
) |
|
— |
|
|
(105 |
) |
|
(33 |
) |
Amortization of lease inducements |
43 |
|
|
44 |
|
|
86 |
|
|
88 |
|
Amortization of acquired above and below market lease intangibles,
net |
(6,266 |
) |
|
(1,149 |
) |
|
(7,388 |
) |
|
(2,108 |
) |
Straight-line ground rent expense |
70 |
|
|
70 |
|
|
141 |
|
|
141 |
|
Amortization of acquired ground lease intangibles |
6 |
|
|
6 |
|
|
12 |
|
|
12 |
|
Straight-line rental income |
(684 |
) |
|
(378 |
) |
|
(1,562 |
) |
|
(1,188 |
) |
NOI |
45,129 |
|
|
47,179 |
|
|
87,917 |
|
|
93,421 |
|
NOI from
Other Investments |
(1,161 |
) |
|
(4,520 |
) |
|
(6,505 |
) |
|
(13,382 |
) |
Same Property NOI with
Redevelopment |
43,968 |
|
|
42,659 |
|
|
81,412 |
|
|
80,039 |
|
NOI from
Redevelopment (1) |
(3,520 |
) |
|
(2,951 |
) |
|
(6,783 |
) |
|
(5,875 |
) |
Same Property NOI
without Redevelopment |
$ |
40,448 |
|
|
$ |
39,708 |
|
|
$ |
74,629 |
|
|
$ |
74,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 II, Buttermilk Towne Center,
Front Range Village 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. |
|
|
|
|
|
|
|
|
|
RAMCO-GERSHENSON PROPERTIES TRUST |
RECONCILIATION OF NON-GAAP FINANCIAL
MEASURES |
(amounts in thousands) |
|
|
Three Months Ended June 30, |
|
2018 |
|
2017 |
Reconciliation
of net income to annualized proforma adjusted EBITDA |
|
|
|
Net income |
$ |
4,403 |
|
|
$ |
6,252 |
|
Interest expense |
10,708 |
|
|
11,486 |
|
Income tax
provision |
33 |
|
|
25 |
|
Depreciation and
amortization |
23,457 |
|
|
23,335 |
|
Gain on sale of
depreciable real estate |
(181 |
) |
|
— |
|
Provision for
impairment on depreciable real estate |
216 |
|
|
820 |
|
Pro-rata adjustments
from unconsolidated entities |
73 |
|
|
79 |
|
EBITDAre |
38,709 |
|
|
41,997 |
|
|
|
|
|
Severance expense |
55 |
|
|
554 |
|
Executive management
reorganization, net |
7,523 |
|
|
— |
|
Lease termination
income |
(105 |
) |
|
— |
|
Adjusted EBITDA |
46,182 |
|
|
42,551 |
|
Proforma adjustments
(1) |
(5,233 |
) |
|
— |
|
Proforma adjusted
EBITDA |
$ |
40,949 |
|
|
$ |
42,551 |
|
Annualized proforma
adjusted EBITDA |
$ |
163,796 |
|
|
$ |
170,204 |
|
|
|
|
|
|
|
|
|
Reconciliation
of Notes Payable, net to Net Debt |
|
|
|
Notes payable, net |
$ |
1,027,803 |
|
|
$ |
1,197,414 |
|
Unamortized
premium |
(3,449 |
) |
|
(4,537 |
) |
Deferred financing
costs, net |
3,448 |
|
|
3,379 |
|
Consolidated notional
debt |
1,027,802 |
|
|
1,196,256 |
|
Capital lease
obligation |
1,022 |
|
|
1,066 |
|
Cash and cash
equivalents |
(5,252 |
) |
|
(4,798 |
) |
Net debt |
$ |
1,023,572 |
|
|
$ |
1,192,524 |
|
|
|
|
|
|
|
|
|
Reconciliation
of interest expense to total fixed charges |
|
|
|
Interest expense |
$ |
10,708 |
|
|
$ |
11,486 |
|
Preferred share
dividends |
1,675 |
|
|
1,675 |
|
Scheduled mortgage
principal payments |
625 |
|
|
782 |
|
Total fixed
charges |
$ |
13,008 |
|
|
$ |
13,943 |
|
|
|
|
|
|
|
|
|
Net debt to annualized
proforma adjusted EBITDA |
6.2 |
X |
|
7.0 |
X |
Interest coverage ratio
(proforma adjusted EBITDA / interest expense) |
3.8 |
X |
|
3.7 |
X |
Fixed
charge coverage ratio (proforma adjusted EBITDA / fixed
charges) |
3.1 |
X |
|
3.1 |
X |
|
|
|
|
(1) 2Q18 excludes EBITDA of $5.2 million from the
acceleration of a below market lease. The pro forma adjustments
treat activity as if they occurred at the start of each
quarter. |
|
Ramco-Gershenson Properties
TrustNon-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 ShareholdersAs 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
ShareholdersIn 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, executive
management reorganization costs, net, 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 EBITDANAREIT 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
IncomeSame 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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