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8-K - FORM 8-K - Griffin-American Healthcare REIT II, Inc. | c17246e8vk.htm |
Exhibit 99.1
Contact:
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Damon Elder | |
Phone:
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714.975.2659 | |
Email:
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damon.elder@grubb-ellis.com |
Grubb & Ellis Healthcare REIT II
Reports First Quarter 2011 Results
Reports First Quarter 2011 Results
SANTA ANA, Calif. (May 12, 2011) Grubb & Ellis Healthcare REIT II, Inc. today announced
operating results for the companys first quarter ended March 31, 2011.
Grubb & Ellis Healthcare REIT II continued to perform strongly during the first quarter of the
year, following an exceptional 2010 when we began property operations and established a pattern for
robust quarterly growth, said Danny Prosky, president and chief operating officer. During the
first quarter we expanded our portfolio with three accretive acquisitions and realized impressive
quarter-over-quarter growth as a result.
First Quarter 2011 Highlights and Recent Accomplishments
| Completed first quarter acquisitions totaling $37.4 million, based on purchase price. |
| Declared and paid quarterly distributions equal to an annualized rate of 6.5 percent to stockholders of record, based upon a $10.00 per share offering price. The companys board of directors intends to continue to declare distributions on a quarterly basis. |
| First quarter modified funds from operations, or MFFO, as defined by the Investment Program Association, or IPA, was approximately $2.4 million, 33 percent more than the $1.8 million recorded in the fourth quarter of 2010. Funds from operations, or FFO, equaled $1.3 million in the first quarter of 2011, compared with $236,000 in the fourth quarter of 2010. (Quarter-over-quarter growth is primarily due to the acquisition of additional properties. Please see financial reconciliation tables and notes at the end of this release for more information regarding modified funds from operations and funds from operations.) |
| Net operating income, or NOI, totaled approximately $4.8 million in the first quarter of 2011, an increase of more than 30 percent compared to the $3.7 million achieved in the fourth quarter of 2010. The REIT reported a net loss of $885,000, a significant improvement over the loss of $1.6 million recorded in the fourth quarter of 2010. (Quarter-over-quarter growth is primarily due to the acquisition of additional properties. Please see financial reconciliation tables and notes at the end of this release for more information regarding NOI and net income/loss.) |
| The companys property portfolio achieved an aggregate average occupancy of 97.4 percent as of March 31, 2011 and had leverage of just 24.7 percent. The portfolios average remaining lease term was 10 years at the close of the first quarter based on leases in effect as of March 31, 2011. |
| Subsequent to the close of the first quarter, the company modified its secured revolving line of credit with Bank of America, N.A.; expanding available credit to $45 million from $25 million and lowering the interest rate to LIBOR plus 3.50 percent from LIBOR plus 3.75 percent. An all-in interest rate floor of 5 percent was also eliminated. Currently, approximately $31.1 million is available for borrowing under the line of credit. |
| In April, Chairman and Chief Executive Officer Jeff Hanson and President and Chief Operating Officer Danny Prosky, executed executive stock purchase plans. Under the terms of the plans, Hanson agreed to invest 100 percent of the after-tax cash compensation he receives as an executive of Grubb & Ellis Company, the REITs sponsor, directly into common stock shares of the REIT; Prosky will invest 50 percent of his after-tax cash compensation. |
First Quarter 2011 and Recent Acquisition Highlights
| In January, the company acquired Columbia Long-Term Acute Care Hospital in Columbia, Mo., for approximately $12.4 million. |
| In March, the company completed the $11.95 million acquisition of St. Anthonys North Medical Office Building in Westminster, Colo. |
| Also in March, the company acquired Loma Linda Pediatric Specialty Hospital near Los Angeles for $13.0 million. |
| Total assets grew to nearly $242 million at the close of the first quarter 2011 from $204 million at the close of the fourth quarter 2010. |
| Subsequent to the close of the first quarter, the company acquired medical office buildings in Florida, Texas, New Mexico, Arkansas and Louisiana and a skilled nursing facility in Arizona for approximately $61.6 million in the aggregate. |
According to Hanson, Our focus has always been to establish and manage the best non-traded REIT in
the industry that provides a responsible and sustainable investor distribution and that delivers
superior long-term financial performance. As our results demonstrate, we believe Grubb & Ellis
Healthcare REIT II is meeting these goals and is well-positioned to sustain its impressive growth.
Since Grubb & Ellis Healthcare REIT IIs initial public offering became effective in August 2009,
the REITs sponsor, Grubb & Ellis Company, and the REIT have:
| Eliminated any potential internalization fees to the sponsor; |
| Immediately adopted the IPAs standard for calculating MFFO, which is a non-GAAP performance measure broadly used in the non-traded REIT industry; |
| Implemented additional reporting in order to significantly enhance operational and financial transparency that includes quarterly supplemental operating and financial data and comprehensive earnings releases in conjunction with the filing of its quarterly and annual reports. |
As of May 12, 2011, Grubb & Ellis Healthcare REIT II has made 20 geographically diverse
acquisitions comprised of 41 buildings valued at approximately $292 million, based on purchase
price in the aggregate.
FINANCIAL
TABLES AND NOTES FOLLOW
GRUBB & ELLIS HEALTHCARE REIT II, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2011 and December 31, 2010
(Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2011 and December 31, 2010
(Unaudited)
March 31, 2011 | December 31, 2010 | |||||||
ASSETS |
||||||||
Real estate investments: |
||||||||
Operating properties, net |
$ | 194,098,000 | $ | 163,335,000 | ||||
Cash and cash equivalents |
6,706,000 | 6,018,000 | ||||||
Accounts and other receivables, net |
479,000 | 241,000 | ||||||
Restricted cash |
3,158,000 | 2,816,000 | ||||||
Real estate and escrow deposits |
1,100,000 | 649,000 | ||||||
Identified intangible assets, net |
33,299,000 | 28,568,000 | ||||||
Other assets, net |
2,982,000 | 2,369,000 | ||||||
Total assets |
$ | 241,822,000 | $ | 203,996,000 | ||||
LIABILITIES AND EQUITY |
||||||||
Liabilities: |
||||||||
Mortgage loans payable, net |
$ | 49,175,000 | $ | 58,331,000 | ||||
Line of credit |
7,400,000 | 11,800,000 | ||||||
Accounts payable and accrued liabilities |
3,586,000 | 3,356,000 | ||||||
Accounts payable due to affiliates |
1,173,000 | 840,000 | ||||||
Derivative financial instruments |
379,000 | 453,000 | ||||||
Identified intangible liabilities, net |
481,000 | 502,000 | ||||||
Security deposits, prepaid rent and other liabilities |
3,437,000 | 3,352,000 | ||||||
Total liabilities |
65,631,000 | 78,634,000 | ||||||
Commitments and contingencies |
||||||||
Equity: |
||||||||
Stockholders equity: |
||||||||
Preferred stock, $0.01 par value; 200,000,000 shares authorized;
none issued and outstanding |
| | ||||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized;
21,579,624 and 15,452,668 shares issued and outstanding
as of March 31, 2011 and December 31, 2010, respectively |
216,000 | 154,000 | ||||||
Additional paid-in capital |
192,221,000 | 137,657,000 | ||||||
Accumulated deficit |
(16,367,000 | ) | (12,571,000 | ) | ||||
Total stockholders equity |
176,070,000 | 125,240,000 | ||||||
Noncontrolling interests |
121,000 | 122,000 | ||||||
Total equity |
176,191,000 | 125,362,000 | ||||||
Total liabilities and equity |
$ | 241,822,000 | $ | 203,996,000 | ||||
GRUBB & ELLIS HEALTHCARE REIT II, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2011 and 2010
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2011 and 2010
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Revenue: |
||||||||
Rental income |
$ | 6,007,000 | $ | 61,000 | ||||
Expenses: |
||||||||
Rental expenses |
1,203,000 | 17,000 | ||||||
General and administrative |
921,000 | 185,000 | ||||||
Acquisition related expenses |
1,549,000 | 637,000 | ||||||
Depreciation and amortization |
2,202,000 | 29,000 | ||||||
Total expenses |
5,875,000 | 868,000 | ||||||
Income (loss) from operations |
132,000 | (807,000 | ) | |||||
Other income (expense): |
||||||||
Interest expense (including amortization of deferred
financing costs and debt discount): |
||||||||
Interest expense |
(1,095,000 | ) | (1,000 | ) | ||||
Gain in fair value of derivative financial instruments |
74,000 | | ||||||
Interest income |
4,000 | 5,000 | ||||||
Net loss |
(885,000 | ) | (803,000 | ) | ||||
Less: net (income) loss attributable to
noncontrolling interests |
| | ||||||
Net loss attributable to controlling interest |
$ | (885,000 | ) | $ | (803,000 | ) | ||
Net loss per common share attributable to controlling
interest basic and diluted |
$ | (0.05 | ) | $ | (0.30 | ) | ||
Weighted average number of common shares
outstanding basic and diluted |
18,144,696 | 2,690,794 | ||||||
Distributions declared per common share |
$ | 0.16 | $ | 0.16 | ||||
GRUBB & ELLIS HEALTHCARE REIT II, INC.
NET OPERATING INCOME RECONCILIATION
For the Three Months Ended March 31, 2011, December 31, 2010 and March 31, 2010
(Unaudited)
NET OPERATING INCOME RECONCILIATION
For the Three Months Ended March 31, 2011, December 31, 2010 and March 31, 2010
(Unaudited)
Net operating income is a financial measure that does not conform to accounting principles
generally accepted in the United States of America, or GAAP, or a non-GAAP measure. It is
defined as net income (loss), computed in accordance with GAAP, generated from properties before
general and administrative expenses, acquisition related expenses, depreciation and
amortization, interest expense and interest income. The company believes that net operating
income is useful for investors as it provides an accurate measure of the operating performance
of its operating assets because net operating income excludes certain items that are not
associated with the management of the properties. Additionally, the company believes that net
operating income is a widely accepted measure of comparative operating performance in the real
estate community. However, the companys use of the term net operating income may not be
comparable to that of other real estate companies as they may have different methodologies for
computing this amount.
The following is a reconciliation of net loss, which is the most directly comparable GAAP
financial measure, to net operating income for the three months ended March 31, 2011, December
31, 2010 and March 31, 2010:
Three Months Ended | ||||||||||||
March 31, 2011 | December 31, 2010 | March 31, 2010 | ||||||||||
Net loss |
$ | (885,000 | ) | $ | (1,631,000 | ) | $ | (803,000 | ) | |||
Add: |
||||||||||||
General and administrative |
921,000 | 622,000 | 185,000 | |||||||||
Acquisition related expenses |
1,549,000 | 1,920,000 | 637,000 | |||||||||
Depreciation and amortization |
2,202,000 | 1,869,000 | 29,000 | |||||||||
Interest expense |
1,021,000 | 933,000 | 1,000 | |||||||||
Less: |
||||||||||||
Interest income |
(4,000 | ) | (1,000 | ) | (5,000 | ) | ||||||
Net operating income |
$ | 4,804,000 | $ | 3,712,000 | $ | 44,000 | ||||||
GRUBB & ELLIS HEALTHCARE REIT II, INC.
FFO AND MFFO RECONCILIATION
For the Three Months Ended March 31, 2011, December 31, 2010 and
March 31, 2010
(Unaudited)
FFO AND MFFO RECONCILIATION
For the Three Months Ended March 31, 2011, December 31, 2010 and
March 31, 2010
(Unaudited)
Due to certain unique operating characteristics of real estate companies, the National Association
of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a measure
known as funds from operations, or FFO, which the company believes to be an appropriate
supplemental measure to reflect the operating performance of a real estate investment trust, or
REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO
is not equivalent to our net income or loss as determined under GAAP.
The company defines FFO, a non-GAAP measure, consistent with the standards established by the White
Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004, or the
White Paper. The White Paper defines FFO as net income or loss computed in accordance with GAAP,
excluding gains or losses from sales of property but including asset impairment writedowns, plus
depreciation and amortization, and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect
FFO. The companys FFO calculation complies with NAREITs policy described above.
The historical accounting convention used for real estate assets requires straight-line
depreciation of buildings and improvements, which implies that the value of real estate assets
diminishes predictably over time. Since real estate values historically rise and fall with market
conditions, presentations of operating results for a REIT, using historical accounting for
depreciation, the company believes, may be less informative. As a result, the company believes that
the use of FFO, which excludes the impact of real estate related depreciation and amortization,
provides a more complete understanding of the companys performance to investors and to management,
and when compared year over year, reflects the impact on the companys operations from trends in
occupancy rates, rental rates, operating costs, general and administrative expenses, and interest
costs, which is not immediately apparent from net income or loss.
However, changes in the accounting and reporting rules under GAAP (for acquisition fees and
expenses from a capitalization/depreciation model to an expensed-as-incurred model) that have been
put into effect since the establishment of NAREITs definition of FFO have prompted an increase in
the non-cash and non-operating items included in FFO. In addition, the company views fair value
adjustments of derivatives, and impairment charges and gains and losses from dispositions of assets
as items which are typically adjusted for when assessing operating performance. Lastly, publicly
registered, non-listed REITs typically have a significant amount of acquisition activity and are
substantially more dynamic during their initial years of investment and operation and therefore
require additional adjustments to FFO in evaluating performance. Due to these and other unique
features of publicly registered, non-listed REITs, the Investment Program Association, an industry
trade group, has standardized a measure known as MFFO, which the company believes to be another
appropriate supplemental measure to reflect the operating performance of a REIT. The use of MFFO is
recommended by the IPA as a supplemental performance measure for publicly registered, non-listed
REITs.
MFFO is a metric used by management to evaluate sustainable performance and distribution policy. In evaluating the performance of our portfolio over time, management employs business
models and analyses that differentiate the costs to acquire investments from the investments
revenues and expenses. Management believes that excluding acquisition costs from MFFO provides
investors with supplemental performance information that is consistent with the performance models
and analysis used by management, and provides investors a view of the performance of our portfolio
over time, including after the time we cease to acquire properties on a frequent and regular basis.
MFFO may provide investors with a useful indication of our future performance, particularly after
our acquisition stage, and of the sustainability of our current distribution policy. However,
because MFFO excludes acquisition expenses, MFFO is not equivalent to the companys net income or
loss as determined under GAAP and should not be construed as a historic performance measure.
The company defines MFFO, a non-GAAP measure, consistent with the IPAs Guideline 2010-01,
Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from
Operations, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline
defines MFFO as FFO further adjusted for the following items included in the determination of GAAP
net income: acquisition fees and expenses; amounts relating to deferred rent receivables and
amortization of above and below market leases and liabilities; accretion of discounts and
amortization of premiums on debt investments; nonrecurring impairments of real estate-related
investments; mark-to-market adjustments included in net income; nonrecurring gains or losses
included in net income from the extinguishment or sale of debt, hedges, foreign exchange,
derivatives or securities holdings where trading of such holdings is not a fundamental attribute of
the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation
to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and
joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The companys
MFFO calculation complies with the IPAs Practice Guideline described above. In calculating MFFO,
the company excludes acquisition related expenses, amortization of above and below market leases,
fair value adjustments of derivative financial instruments, gains or losses from the extinguishment
of debt, deferred rent receivables and the adjustments of such items related to noncontrolling
interests. The other adjustments included in the IPAs Practice Guideline are not applicable to the
company for the three months ended March 31, 2011, December 31, 2010 and March 31, 2010.
Presentation of this information is intended to assist in comparing the operating performance of
different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same
way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not
necessarily indicative of cash flow available to fund cash needs and should not be considered as an
alternative to net income (loss) as an indication of the companys performance, as an indication of
its liquidity, or indicative of funds available to fund its cash needs including its ability to
make distributions to its stockholders. FFO and MFFO should be reviewed in conjunction with other
measurements as an indication of our performance.
The following is a reconciliation of net loss, which is the most directly comparable GAAP financial
measure, to FFO and MFFO for the three months ended March 31, 2011, December 31, 2010 and March 31,
2010:
Three Months Ended | ||||||||||||
March 31, 2011 | December 31, 2010 | March 31, 2010 | ||||||||||
Net loss |
$ | (885,000 | ) | $ | (1,631,000 | ) | $ | (803,000 | ) | |||
Add: |
||||||||||||
Depreciation and amortization
consolidated properties |
2,202,000 | 1,869,000 | 29,000 | |||||||||
Less: |
||||||||||||
Net (income) loss attributable to
noncontrolling interests |
| | | |||||||||
Depreciation and amortization related to
noncontrolling interests |
(2,000 | ) | (2,000 | ) | | |||||||
FFO |
$ | 1,315,000 | $ | 236,000 | $ | (774,000 | ) | |||||
Add: |
||||||||||||
Acquisition related expenses |
$ | 1,549,000 | $ | 1,920,000 | $ | 637,000 | ||||||
Amortization of above and below market leases |
45,000 | 30,000 | | |||||||||
Loss on extinguishment of debt |
42,000 | | | |||||||||
Deferred rent receivables related to noncontrolling interests |
1,000 | 1,000 | | |||||||||
Less: |
||||||||||||
Gain in fair value of derivative financial instruments |
(74,000 | ) | (51,000 | ) | | |||||||
Deferred rent receivables |
(449,000 | ) | (335,000 | ) | (11,000 | ) | ||||||
MFFO |
$ | 2,429,000 | $ | 1,801,000 | $ | (148,000 | ) | |||||
Weighted average common shares
outstanding basic and diluted |
18,144,696 | 12,765,174 | 2,690,794 | |||||||||
Net loss per common share basic and diluted |
$ | (0.05 | ) | $ | (0.13 | ) | $ | (0.30 | ) | |||
FFO per common share basic and diluted |
$ | 0.07 | $ | 0.02 | $ | (0.29 | ) | |||||
MFFO per common share basic and diluted |
$ | 0.13 | $ | 0.14 | $ | (0.06 | ) | |||||
About Grubb & Ellis Healthcare REIT II
Grubb & Ellis Healthcare REIT II, Inc. intends to qualify as a real estate investment trust that
seeks to preserve, protect and return investors capital contributions, pay regular cash
distributions, and realize growth in the value of its investments upon the ultimate sale of such
investments. Grubb & Ellis Healthcare REIT II is seeking to raise up to approximately $3 billion in
equity and to acquire a diversified portfolio of real estate assets, focusing primarily on medical
office buildings and other healthcare-related facilities.
Grubb & Ellis Healthcare REIT II is sponsored by Grubb & Ellis Company (NYSE: GBE). Grubb & Ellis
is one of the largest and most respected commercial real estate services and investment companies
in the world. Grubb & Ellis Companys 5,000 professionals in more than 109 company-owned and
affiliate offices draw from a unique platform of real estate services, practice groups and
investment products to deliver comprehensive, integrated solutions to real estate owners, tenants
and investors. The firms transaction, management, consulting and investment services are supported
by highly regarded proprietary market research and extensive local expertise. Through its
investment subsidiaries, the company is a leading sponsor of real estate investment programs that
provide individuals and institutions the opportunity to invest in a broad range of real estate
investment vehicles, including publicly registered non-traded REITs, mutual funds, separate
accounts and other real estate investment funds. For more information, visit www.grubb-ellis.com.
* * *
This release contains certain forward-looking statements (under Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) with
respect to the success of our company, our ability to provide our investors distribution
sustainability and superior long-term financial performance, whether we will be able to maintain
our current distribution rate, whether we can continue to improve our net operating income, net
income (loss), funds from operations and modified funds from operations, whether we can maintain
the financial results experienced in the quarter ended March 31, 2011, and whether we can continue
to raise sufficient equity in our initial public offering and deploy it efficiently by acquiring
assets. Because such statements include risks, uncertainties and contingencies, actual results may
differ materially from those expressed or implied by such forward-looking statements. These risks,
uncertainties and contingencies include, but are not limited to, the following: our strength and
financial condition and uncertainties relating to the financial strength of our current and future
real estate investments; uncertainties relating to our ability to continue to maintain the current
coverage of our investor distributions; uncertainties relating to the local economies where our
real estate investments are located; uncertainties relating to changes in general economic and real
estate conditions; uncertainties regarding changes in the healthcare industry; uncertainties
relating to the implementation of recent healthcare legislation; the uncertainties relating to the
implementation of our real estate investment strategy; and other risk factors as outlined in the
companys prospectus, as amended from time to time, and as detailed from time to time in our
periodic reports, as filed with the U.S. Securities and Exchange Commission. Forward-looking
statements in this document speak only as of the date on which such statements were made, and we
undertake no obligation to update any such statements that may become untrue because of subsequent
events.
THIS IS NEITHER AN OFFER TO SELL NOR AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN. OFFERINGS
ARE MADE ONLY BY MEANS OF A PROSPECTUS OR OFFERING MEMORANDUM.
###