INVESTOR PRESENTATION: JUNE 2017 www.gptreit.com
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
FORWARD-LOOKING INFORMATION
Cautionary Note Regarding Forward-Looking Information This investment presentation contains "forward-looking statements" based upon the Company's current best judgment and expectations. You can identify forward-looking statements by the use of forward-looking expressions such as “may,” “will,” “should,” “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan,” “project,” “continue,” or any negative or other variations on such expressions. Forward-looking statements include information concerning possible or assumed future results of the Company's operations, including any forecasts, projections, plans and objectives for future operations. Although the Company believes that its plans, intentions and expectations as reflected in or suggested by those forward-looking statements are reasonable, the Company can give no assurance that the plans, intentions or expectations will be achieved. The Company has listed below some important risks, uncertainties and contingencies which could cause its actual results, performance or achievements to be materially different from the forward-looking statements it makes in this presentation. These risks, uncertainties and contingencies include, but are not limited to, the following: the success or failure of the Company's efforts to implement its current business strategy; the Company's ability to identify and complete additional property acquisitions and non-core asset dispositions and risks of real estate acquisitions and dispositions; availability of investment opportunities on real estate assets; the performance and financial condition of tenants and corporate customers; the adequacy of the Company's cash reserves, working capital and other forms of liquidity; the availability, terms and deployment of short-term and long-term capital; demand for industrial and office space; the actions of the Company's competitors and the Company’s ability to respond to those actions; the timing of cash flows from the Company's investments; the cost and availability of the Company's financings, which depends in part on the Company's asset quality, the nature of the Company's relationships with its lenders and other capital providers, the Company's business prospects and outlook and general market conditions; increases in financing and other costs, including a rise in interest rates; economic conditions generally and in the real estate markets and the capital markets specifically; the Company’s international operations, including unfavorable foreign currency rate fluctuations, enactment or changes in laws relating to foreign ownership of property, and local economic or political conditions that could adversely affect the Company’s earnings and cash flows; and other factors discussed under Item 1A, “Risk Factors” of the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
The Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. In evaluating forward-looking statements, you should consider these risks and uncertainties, together with the other risks described from time-to-time in the Company's reports and documents which are filed with the SEC, and you should not place undue reliance on those statements. The risks included here are not exhaustive. Other sections of this report may include additional factors that could adversely affect the Company's business and financial performance. Moreover, the Company operates in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
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GRAMERCY PROPERTY TRUST O wn s 1 ▪
High-quality assets – primarily industrial – in major markets that provide predictable cash flows
Asset Manages ▪
▪
▪
A portfolio that is highly diversified by tenant concentration and industry, as well as market / geography ▪
Top 10 tenants contribute ~21% of ABR; largest tenant (Life Time Fitness) contributes 4% of ABR
▪
Top 10 markets contribute ~52% of ABR; largest market (Chicago) contributes 8% of ABR
▪
Top tenant industry is Food & Beverage, contributing 14% of ABR
Gramercy Europe 2 ▪
35 assets constituting 11.6 million square feet in Germany, the Netherlands, France, Poland and the U.K.
▪
~ €1 billion AUM
Strategic Office Partners 1 ▪
Joint venture with TPG Real Estate
▪
9 assets constituting 1.3 million square feet in California, Tennessee, Minnesota, Florida and Arizona
▪
~ $261 million AUM3
Gramercy is a leading single tenant industrial REIT with unmatched operating capabilities and financial flexibility
1. 2. 3.
Data as of April 30, 2017, pro forma for acquisitions and dispositions closed through May 31, 2017. As of March 31, 2017. Based on allocated purchase price for assets held in the venture.
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CYCLE-TESTED, EXPERIENCED MANAGEMENT TEAM
Gordon F. DuGan
Benjamin P. Harris, CFA
Nicholas L. Pell
Chief Executive Officer and Trustee
President
Chief Investment Officer
5 years with Gramercy / 19 years in real estate
5 years with Gramercy / 10 years in real estate
▪
▪
5 years with Gramercy / 28 years in real estate
▪ ▪
Former CEO of W.P. Carey B.S. in Economics from the Wharton School at the University of Pennsylvania
▪
Former Head of U.S. Investments at W.P. Carey Joint B.S. in Economics from University of Kings College and Dalhousie University in Canada
▪
Former Director of Investments at W.P. Carey B.A. in Economics from Duke University and M.B.A. from Harvard Business School
Jon W. Clark, CPA
Edward J. Matey Jr.
Britton T. Winterer
Chief Financial Officer
General Counsel
Managing Director
10 years with Gramercy / 26 years in real estate
9 years with Gramercy / 31 years in real estate
2 years with Gramercy / 20 years in real estate
▪
▪
▪ ▪
▪ ▪
Former Director at BlackRock in Real Estate Member of NAREIT’s Best Financial Practices Council B.B.A. in Accountancy from Western Michigan University
▪
Former Executive VP and General Counsel of American Financial Realty Trust B.S. in Physics from Saint Joseph’s University and J.D. from Villanova University School of Law
Former Director at RREEF B.A. in Biology from Williams College and a M.S. in Civil Engineering from Stanford University
Allan B. Rothschild
Peter M. Tubesing
Sonya A. Huffman
Managing Director
Managing Director
Managing Director
10 years with Gramercy / 31 years in real estate
11 years with Gramercy / 19 years in real estate
9 years with Gramercy / 22 years in real estate
▪ ▪
Former Principal at Prism Ventures; former Attorney at Proskauer Rose B.S. in Political Science from Emory University and J.D. from Yeshiva University Cardozo School of Law
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▪ ▪
Former Investment Officer at Divcowest Properties B.A. in History from Yale University
▪ ▪
Former Senior Vice President at American Financial Realty Trust B.A. in Criminal Justice from University of Delaware
4
PILLARS OF GRAMERCY PROPERTY TRUST
✓
✓ ▪
Industrial focused
✓ ▪
Institutional scale
▪ Capital recycling program
▪
Well leased
▪
Investment grade rating
▪ Full-service real estate platform
▪
Well diversified
▪
Low leverage
▪
Deep financial flexibility
High Quality Portfolio
Leading Operating Platform
▪ Experienced management
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
Strong Balance Sheet
5
GPT RANKED #2 PERFORMING EQUITY REIT IN THE U.S. 1 Total Returns from July 2012 through May 2017 CoreSite Realty Corporation Gramercy Property Trust, Inc. Gramercy Property Trust The GEO Group, Inc. Extra Space Storage Inc. Equinix, Inc. Equity LifeStyle Properties, Inc. Summit Hotel Properties, Inc. Agree Realty Corporation First Industrial Realty Trust Inc. Ryman Hospitality Properties, Inc. Terreno Realty Corporation STAG Industrial, Inc. DCT Industrial Trust Inc. CubeSmart Sun Communities, Inc. DuPont Fabros Technology, Inc. Duke Realty Corporation EPR Properties Universal Health Realty Income Trust PS Business Parks, Inc. Hudson Pacific Properties, Inc. Retail Opportunity Investments Corp. Digital Realty Trust, Inc.
Prologis, Inc. Healthcare Trust of America, Inc. Omega Healthcare Investors, Inc.
383% 257% 230% 197% 187% 177% 167% 166% 154% 153% 151% 149% 148% 146% 146% 139% 138% 132% 121% 119% 110% 99% 98% 96% 93% 91%
260
GPT +257%
230
200
170
140
110
80 Triple Net +54%
50
RMS +53%
20
GPT TOTAL MARKET CAPITALIZATION ($ IN MILLIONS) AS OF DECEMBER 31,
(10)
2012
2013
2014
2015
2016
$377
$769
$1,877
$6,004
$6,431
Jun-12
Feb-13
Sep-13
Apr-14
Nov-14
Jul-15
Feb-16
Sep-16
May-17
Note: Triple Net Index includes ADC, EPR, LXP, NNN, O, SIR, SRC, STAG, STOR, VER, and WPC. Sources: Company Filings, SNL Financial, Capital IQ. 1. From June 29, 2012 to May 31, 2017. Based on Total Returns. Total Return includes share price appreciation, plus dividends. Share price accounts for merger exchange ratio of 3.1898, March 2015 1-for-4 reverse stock split, and December 2016 1-for-3 reverse stock split.
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RECENT ACTIVITY
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2017 YTD ACQUISITION UPDATE
Asset Type
Expected Closing
Single & Multi-Tenant Industrial
Q1 2017
$94.1
Closed in Q2 2017 Spartanburg, Savannah, Baltimore, Austin, Inland Empire Single & Multi-Tenant Industrial
Q2 2017
$95.0
Location
Closed in Q1 2017 Atlanta, Dallas, Raleigh-Durham
TOTAL CLOSED YTD 2017
Cash Cap Rate
Weighted Average Remaining Lease Term (Yrs)
$46
7.38%
8.0
$67
7.65%
8.0
7.51%
8.0
Gross Purchase Purchase Price Price ($MM) per Square Foot
$189.1
Current Pipeline Under Contract South Florida, NC & SC, Columbus, Other
Single Tenant Industrial
Q2 - Q3 2017
$128.3
$64
6.85%
6.7
Single & Multi-Tenant Industrial
Q2 - Q3 2017
$219.4
$57
6.12%
12.6
Build-to-Suit Industrial
TBD
$52.6
$80
7.78%
TBD
Awarded South Florida, Nothern NJ, Houston, Baltimore Phoenix, Kansas City 2017 TOTAL - CLOSED AND UNDER CONTRACT / AWARDED
$589.4
Note: As of May 31, 2017. Q2 Acquisition total includes one build-to-suit transaction which the Company has entered into for a total estimated investment of $25.8 million, with expected delivery in 9-12 months.
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2017 ACQUISITION: COTT BEVERAGE – FONTANA, CA (INLAND EMPIRE) Long-term Absolute Net Lease W ith an Industry Leading Tenant
ACQUISITION OVERVIEW Date Acquired
Square Footage
May 5, 2017
102,159
Acres
8.79
Tenant
Cott Corporation
Asset Type
Warehouse-Beverage Production
Lease Maturity
May 31, 2037
Lease Type
Absolute NNN
Credit Rating
B2/B1
Excellent Infill Location Within One of the Top U.S. Industrial Markets 1.
Credit rating of tenant’s parent entity.
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2017 ACQUISITION: VERITIV CORPORATION – AUSTIN, TX
10-Year Lease with Parent Guarantee in Close Proximity to One of Austin’s Most Vibrant Neighborhoods
ACQUISITION OVERVIEW Date Acquired Square Footage Acres
May 5, 2017
120,194
4.26
Tenant / Guarantor
Veritiv Operating Company / Veritiv Corporation
Asset Type
Lease Maturity
Lease Type
Credit Rating
Warehouse
May 31, 2027
Veritiv Corporation
NNN1
N/A
Functional, Class B Warehouse in Infill Location with Redevelopment Potential 1.
Landlord is responsible for roof and structure capital replacements.
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2017 ACQUISITION: MULTI-TENANT – COLUMBIA, MD (BALTIMORE MSA) Infill Location in Primary Market with Redevelopment Potential
ACQUISITION OVERVIEW Date Acquired
April 26, 2017
Square Footage
475,074
Acres
21.59
Tenants
Metrie, Inc.; Lincoln Technical Institute; and HD Supply Waterworks Ltd
Asset Type Lease Maturity
Bulk Warehouse February 28, 2019; June 30, 2022; January 31, 2023
Lease Type
NNN1
Credit Rating
N/A
Stable and Long-Term Tenure by Tenants 1.
Varies by lease, but generally landlord maintains responsibility for common areas, roof & structure.
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2017 YTD DISPOSITION UPDATE
89.2%
$235.4
Asset Type
Closing Date
Gross Sales Price ($MM)
Chantilly, VA
Single Tenant Offices
Feb-17
$25.3
$25.3
$353
$1.8
Spokane, WA Etobicoke & Rexdale, Canada BofA Branch Assets
Vacant Office
Mar-17
$2.6
$27.9
$30
($0.4)
Single Tenant Industrial
Mar-17
$16.8
$44.7
$57
Retail Bank Branches
Mar-17
$7.0
$51.7
$215
Location
Cumulative Sales Price per Proceeds ($MM) Square Foot
NTM Cash NOI ($MM)
Weighted Cash Cap Cumulative Average Rate on Cap Rate Remaining Lease NTM NOI Term (Yrs)
SOLD: $224.6 million
Q1 2017 Total
$51.7
7.26%
7.26%
3.5
N/A
5.24%
N/A
$1.0
6.21%
5.61%
11.4
$0.3
4.26%
5.42%
6.3
$2.8
5.4%
BofA Branch Assets
Retail Bank Branches
Apr-17
$4.7
$56.3
$181
$0.2
4.22%
5.32%
6.2
Coppell, TX
Single Tenant Office
May-17
$42.4
$98.7
$232
$0.2
0.49%
3.25%
10.9
Rogers, MN
Vacant Industrial
May-17
$10.9
$109.6
$32
($0.7)
N/A
2.27%
N/A
Jacksonville, FL 1
Single Tenant Office Campus
May-17
$115.0
$224.6
$140
$7.8
6.77%
4.57%
14.4
$7.5
4.3%
6.34%
4.62%
6.4
N/A
4.59%
N/A
Q2 2017 Total
$172.9
Under Contract and Awarded as of May 31st: $39.3 million Spartanburg, SC
Single Tenant Industrial
Q3 2017
$5.4
$230.0
$16
$0.3
Spartanburg, SC
Vacant Industrial
Q3 2017
$0.4
$230.4
$21
($0.0)
Hialeah, FL
Retail Bank Branch
Q3 2017
$2.9
$233.3
$272
$0.1
3.84%
4.36%
6.1
Q3 2017
$24.5
$257.7
$194
$0.8
3.30%
4.36%
6.1
Q3 2017
$6.1
$263.8
$201
$0.0
0.22%
4.36%
2.3
$1.2
3.2%
BofA Branch & Office Retail Bank Branches + Office Summit, NJ
Office & Retail Bank Branch
Awarded / Under Contract Total
$39.3
Of the $264 million sold or under contract / awarded to be sold this year, $230 million or 87% is office and specialty retail assets, consistent with GPT’s goal of reducing office exposure
Note: Awarded and Under Contract as of May 31, 2017. NTM Cash NOI as of the latest month ending preceding disposition. WALT as of close date for each disposition and as of 4/30/2017 for dispositions which have not yet closed. 1. Jacksonville disposition does not include multi-tenant portion of Gramercy Woods campus.
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GRAMERCY REPOSITIONING PROGRESS – % OF NTM CASH NOI
As a % of the wholly owned portfolio NTM Cash NOI, Gramercy has grown its industrial portfolio from 47% to 72% in the past 15 months
12/31/151
Specialty Retail 4.6%
Office 48.3%
Industrial 47.0%
Office 36.7%
6/30/162
12/31/163
5/31/174
Specialty Retail 4.6%
Specialty Retail 5.6%
Specialty Retail 5.3%
Office 22.2%
Office 25.2% Industrial 58.6%
Industrial 69.2%
Industrial 72.5%
Goal by the end of 2017 is to have 75% of NTM NOI coming from Industrial, 15-20% from Office and 5-10% from Specialty Retail
Note: Data shown reflects wholly owned portfolio, excluding all domestic and international JVs across all periods presented. Excludes all build-to-suits which have not yet been delivered. Between 6/30/16 and 9/30/16, roughly $4.7 million in NTM Cash NOI was re-allocated from other segments to the Specialty Retail segment. This re-allocation was to align the properties with their most likely future use and included small footprint retail bank branches (formerly considered Office) and one rental car facility (formerly considered Industrial). 1. Assumes an exchange rate of 1.4748 U.S. Dollars per GBP. 2. Assumes an exchange rate of 1.3310 U.S. Dollars per GBP and 0.7735 U.S. Dollars per Canadian Dollar. 3. Assumes an exchange rate of 0.7441 U.S. Dollars per Canadian Dollar. 4. As of April 30, 2017, pro forma for acquisitions and dispositions closed as of May 31, 2017.
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MARKET CAPITALIZATION AND LIQUIDITY SNAPSHOT – MAY 31, 2017 Total Enterprise Value (TEV) ($mm) 5/31/2017
Rate
Liquidity ($mm) Maturity
Fixed Rate Mortgages1
$528
Total Secured Debt
$528
4.71%
3.6 years
2.33% 2.70% 3.34% L + 95 bps 4.37% 3.75%
1.6 years 3.6 years 5.6 years 3.6 years2 7.5 years 1.8 years
Unsecured Debt $300 750 175 70 500 115
Total Unsecured Debt
$1,910
Total Debt
$2,438
Series A Preferred Equity Common Equity (@ $29.55/share as of 5/31)
$88 $4,582
Total Market Capitalization
$7,020
Less: Cash and Cash Equivalents
($325)
Total Enterprise Value (TEV)
$6,695
Net Debt / TEV
32%
Net Debt + Preferred / TEV
33%
Net Debt /
EBITDA1,3
Percentage of Floating Rate Debt
780
Total Liquidity
$1,105
Debt Maturity Schedule ($mm) 5 $1,800 $1,600 $1,400
3.48% 7.125%
4,494
Total Equity
Secured Debt / TEV
$325
Revolver Capacity4
Secured Debt
3-Year Unsecured Term Loan (swapped to fixed) 5-Year Unsecured Term Loan (swapped to fixed) 7-Year Unsecured Term Loan (swapped to fixed) Unsecured Revolver Unsecured Notes Convertible Debt
Cash and Cash Equivalents
8%
$780
4.2 years $1,200 $1,000 $800
$70
$600 $400
$115
$200
$300 $43
$171
$0
$34
$350
$750 $150
$175 $60
$16
$139
$65
5.4x 3% Mortgages
Term Loans
Unsecured Notes
Convertible Notes
Revolver
Revolver Capacity
Note: As of May 31, 2017. 1. Excludes all JV debt. 2. Includes two six month extension options. 3. EBITDA has straight-line rent adjustments and amortization of above/below market lease intangibles added back, and excludes all JV activity. EBITDA is as of March 31, 2017, annualized, and pro forma for assets purchased and disposed of as of May 31, 2017. 4. Up to $100mm of the capacity can be allocated for strictly foreign currency borrowings. Approximately $70 million has been drawn down. 5. Includes regularly scheduled principal amortization of fixed rate mortgages.
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2017 OUTLOOK
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2017 ACQUISITION STRATEGY ✓
Target industrial assets in fastest growing MSAs in the U.S. ▪ ▪ ▪ ▪ ▪ ▪
✓
Atlanta Austin Charlotte Dallas Denver Houston
▪ ▪ ▪
Miami Nashville Orlando / Tampa Raleigh / Durham
▪
▪ ▪
Savannah Seattle
Target industrial assets with best relative value in top performing and emerging industrial markets ▪ ▪
Baltimore Central PA / Lehigh Valley Charleston
▪
▪ ▪ ▪ ▪ ▪
East Bay LA / OC / IE Memphis Northern NJ Philadelphia
▪
Spartanburg
✓
Expand build-to-suit platform from $100 million per year to $200 million+
✓
Opportunistically find infill industrial assets in major markets ▪ ▪
Los Angeles Miami
▪ ▪
Seattle Bay Area
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DEVELOPMENTS IN PROGRESS AT MARCH 31, 2017 B u i l d - t o - S u i t s & E xp a n s i o n s Estimated Completion
Square Feet
Estimated Investment ($mm)
Percent Leased
Estimated Stabilized NOI ($mm)
Percent Funded at 3/31/2017
Charleston
Q4 2017
240,800
$31.2
100.0%
$2.4
27.7%
Chicago
Q3 2017
227,043
$62.8
100.0%
$3.8
11.8%
467,843
$94.0
100.0%
$6.2
17.1%
Development
Market
Industrial – Warehouse Industrial – Cold Storage Total Build-to-Suits Industrial – Warehouse
Spartanburg
Q2 2017
31,000
$2.4
100.0%
$0.1
57.0%
Industrial – Warehouse / Flex
Orlando
Q3 2017
49,920
$4.5
100.0%
$0.4
5.0%
Total Expansions
80,920
$6.9
100.0%
$0.5
22.7%
Total BTS & Expansions
548,763
$100.9
100.0%
$6.7
17.5%
R e d e ve l o p me n t s Development
Market
Office – Gramercy Woods
Jacksonville
Total Redevelopments
1.
Estimated Completion
Square Feet
Estimated Investment ($mm)
Percent Leased
Estimated Stabilized NOI ($mm)
Percent Funded at 3/31/2017
Q2 2017
1,242,6671
$39.1
92.1%
$13.5
70.2%
1,242,667
$39.1
92.1%
$13.5
70.2%
Square footage represents entire Gramercy Woods office campus in Jacksonville, of which four buildings are being repositioned and one garage is being built.
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CHICAGO COLD STORAGE BUILD-TO-SUIT IN PROCESS
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ANTICIPATED QUARTERLY BUILD-TO-SUIT NOI DELIVERY
($ in millions)
$2.0
$2.0
$2.0
$2.0
$0.5
$0.5
$0.5
$0.5
$0.6
$0.6
$0.6
$0.6
$1.4
$1.4
$0.5
$0.5
$0.9
$0.9
$0.9
$0.9
$0.9
$0.9
Q4 2017
Q1 2018
Q2 2018
Q3 2018
Q4 2018
Q1 2019
$0.6
$0.6
Q2 2017
Chicago, IL
Q3 2017
Charleston, SC
Spartanburg, SC
Note: Spartanburg, SC build-to-suit commenced in April 2017, and thus would not be included as an “in-process” build-to-suit at March 31, 2017. It has been included here to reflect this subsequent to quarter end activity.
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BUILD-TO-SUIT CASE STUDIES 432,120 square foot Warehouse Facility Located in: Woodruff, SC (Greenville / Spartanburg MSA) Estimated Investment: $25.8 million
Lease Term: 12 years Annual Contractual Rent Increases: 2.0% Cap Rate on Year 1 NOI: 7.6%
240,800 square foot Warehouse and HQ Facility Located in: Summerville, SC (Charleston MSA) Estimated Investment: $31.2 million Lease Term: 20 years Annual Contractual Rent Increases: 2.5% Cap Rate on Year 1 NOI: 7.8%
Our strategy is to be the capital provider to small and medium sized merchant developers in target markets We are currently evaluating over $200+ million of build-to-suit projects
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2017 LEASING PROGRESS & NEAR TERM MATURITIES Major 2017 Leasing Activities Completed (>$500K ABR)
City, State
Spokane, WA
Property Type
Office
3/31/2017 Annual Base Rent
Leased SF
$649,461
73,220
Original Lease Expiration
Status Update
1/1/2017 Sold for $2.625 million in Q1.
Fairfield, CA (Bay Area)
Industrial
$2,442,433
607,208
7/31/2017 Complete – new expiration date is 7/31/2024.
West Chester, OH (Cincinnati)
Industrial
$1,060,992
345,600
7/31/2017 Complete – new expiration date is 11/30/2022.
Houston, TX
Industrial
$2,758,931
441,429
12/31/2017
Complete – new expiration date is 2/28/2029.
Pittston / Wilkes-Barre, PA (Northeast PA)
Industrial
$3,483,634
744,080
12/31/2017
Complete – new expiration date is 12/31/2020.
Major 2017 Leasing Activities In Progress (>$500K ABR)
City, State
Property Type
3/31/2017 Annual Base Rent
Leased SF
Bolingbrook, IL (Chicago)
Industrial
$875,592
98,414
Summerville, SC (Charleston)
Industrial
$2,921,364
512,686
Fort Worth, TX (Dallas)
Industrial
$555,296
148,079
Sussex, WI (Milwaukee)
Industrial
$728,004
192,160
Goose Creek, SC (Charleston)
Industrial
$515,644
101,705
Aurora, CO (Denver)
Industrial
$598,990
84,973
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
Lease Expiration
Status Update
Vacant Actively marketing for lease. Partially vacant; Active proposal currently in negotiation. Actively marketing remainder of space for 11/30/2017 lease.
12/31/2017 Currently negotiating a longer term renewal with tenant.
9/30/2017 Actively marketing for lease. 11/30/2017 Tenant did not exercise its renewal; actively marketing. 12/31/2017
Tenant is likely vacating due to downsizing needs. Marketing to other prospects.
21
WHOLLY OWNED PORTFOLIO
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
22
WHOLLY OWNED PORTFOLIO Gramercy Property Trust W holly Owned Portfolio as of 5/31/2017 1
Assets
% of Contractual Base Rent
220
Office
Occupancy
Total Rentable Square Feet
NTM Cash NOI May-17 to Apr-18
% of NTM Cash NOI
70.7%
98.1%
58.9 million
$274.4 million
72.5%
61
24.1%
95.5%
5.9 million
$84.0 million
22.2%
Specialty Retail
32
5.2%
99.4%
1.5 million
$20.3 million
5.3%
Total Portfolio
313
100.0%
97.9%
66.4 million
$378.6 million
100.0%
Industrial
Key Portfolio Statistics at 5/31/17
Size
▪
313 assets ▪ 66.4 million square feet
Tenants
▪
33.9% Investment Grade
WALT
▪
7.3 Years
Occupancy
▪
97.9%
Geographic
▪
87.6% of ABR in Target Markets ▪ Largest market: Chicago
Note: Excludes all domestic and international JVs, as well as build-to-suits which have not yet been delivered. Lease expiration schedule weighted by ABR as of April 30, 2017. 1. As of April 30, 2017, pro forma for all acquisitions and dispositions closed in May 2017.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
23
PORTFOLIO RENT GROWTH Gramercy Property Trust W holly Owned Portfolio Average Rent Growth from 2017 through 2021
2.0% INDUSTRIAL
1.4% OFFICE
1.7% SPECIALTY Note: As of May 1, 2017. Reflects contractual rent increases per individual leases in the portfolio. For leases with CPI increases, the calculation assumes the latest CPI calculation used for rental increases in the lease or, for CPI leases where the first lease bump has not yet occurred, the analysis assumes either (i) any floor or minimum contractual increase for leases that state such or (ii) 1.0% for leases with no stated floor.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
24
DIVERSIFICATION OF TENANT AND INDUSTRY 1 Top 10 Tenants Contribute 21% of ABR
Top 10 Markets by Square Footage Industrial
4.3%
3.7% Top 10 Tenants 21%
Remaining 250+ Tenants 79%
Rank Life Time Fitness
1 2 3 4 5 6 7 8 9 10
RSF (mm)
Markets
RSF (mm)
1
Dallas
5.2
Phoenix
1.0
2
Chicago
5.1
New York / New Jersey
0.7
3
Indianapolis
4.3
South Florida
0.6
4
Atlanta
4.1
Philadelphia
0.5
5
Memphis
3.8
Columbus
0.5
6
Baltimore / Washington
2.9
Jacksonville
0.4
Bank of America, N.A.
2.3%
The Clorox International Company
2.0%
Amazon & Subsidiaries
1.6%
JPMorgan Chase Bank, N.A.
1.6%
Endo Pharmaceuticals Inc.
1.5% 1.4% 1.4% 1.4%
Whirlpool Corporation
7
Charleston
2.6
Houston
0.3
Eisai, Inc.
8
Central PA
2.4
Los Angeles
0.3
Nokia Solutions and Networks
9
Spartanburg
2.4
Dallas
0.3
10
Columbus
1.9
Raleigh / Durham
0.3
Top 10 Subtotal
34.5
Top 10 Subtotal
4.8
Other Target Markets Other
15.6
Other Target Markets
1.0
8.9
Other
0.1
Conopco, Inc. (Unilever)
Top 10 Industries by % of ABR Rank
Markets
Office
Industry Food & Beverage Consumer Goods Financial Services Healthcare Paper, Plastics & Glass Automotives Distributors Logistics, Transportation & Trucking Industrial Manufacturing Technology, Media & Telecom Top 10 Subtotal Other Industries
% of ABR 13.6% 12.4% 19.0% 6.9% 6.0% 5.9% 5.4% 5.2% 4.7% 4.6% 73.6% 26.4%
Note: Excludes all international and domestic JV assets, as well as build-to-suits which have not yet been delivered. 1. As of April 30, 2017, pro forma for all acquisitions and dispositions closed in May 2017.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
25
INDUSTRIAL PORTFOLIO BY PROPERTY TYPES
Over 86% of Cash NOI from Traditional Industrial assets
Industrial Property Types
NTM Cash NOI
NOI / Leased SF
Rentable SF
WALT1 (years)
Wtd. Avg. Year Built2
% of Industrial NTM Cash NOI
Warehouse
$192.5 mm
$4.03
48.9 mm
5.9
2004
70.1%
Light Industrial / Manufacturing / Flex
$44.5 mm
$6.11
7.3 mm
9.8
1995
16.2%
Specialty Industrial3
$21.1 mm
N/A
1.3 mm
7.5
1993
7.7%
Cold Storage
$16.3 mm
$11.54
1.4 mm
14.3
2007
5.9%
$274.4 mm
$4.75
58.9
7.1
2003
100.0%
Total Industrial
Note: Wholly owned portfolio as of April 30, 2017, pro forma for acquisitions and dispositions closed through May 31, 2017. Excludes all JV assets and build-to-suits which have not yet been delivered. 1. WALT weighted by ABR as at April 30, 2017. WALT measured from April 30, 2017. 2. Weighted by building RSF. 3. Includes Covered Land Industrial, Truck Terminals and Data Centers.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
26
INDUSTRIAL PORTFOLIO BY MARKETS (TOP 10 BY ABR) Top Markets by ABR
ABR ($mm)
Rentable Sq. Footage
NTM Cash NOI ($mm)
WALT as of 3/31/171
Chicago
$26.7
5.1 million
$27.0
10.3 years
Dallas
$22.7
5.2 million
$22.0
6.7 years
Indianapolis
$18.7
4.3 million
$18.9
7.4 years
Los Angeles
$16.9
1.5 million
$16.9
9.0 years
Baltimore / Washington
$15.5
2.9 million
$15.7
5.9 years
Atlanta
$14.6
4.1 million
$14.0
6.0 years
Central PA
$12.1
2.4 million
$12.0
5.0 years
Memphis
$10.0
3.8 million
$10.9
4.9 years
Spartanburg
$8.7
2.4 million
$8.6
4.7 years
Charleston
$8.4
2.6 million
$7.6
6.1 years
Top Ten Markets
$154.2
34.2 million
$153.6
7.1 years
Other
$120.0
24.7 million
$120.8
7.2 years
Total Industrial Portfolio
$274.2
58.9 million
$274.4
7.1 years
“While core industrial markets in New Jersey / Pennsylvania, the Inland Empire, Atlanta, Chicago, Houston and Dallas will continue to thrive, we believe these 10 emerging U.S. industrial markets [ ] are positioned to experience the most robust increases in demand from both occupiers and owners…”
WH / Light Industrial / Specialty Industrial
Warehouse Light Industrial Specialty Industrial
– Colliers International Research
Note: Wholly owned portfolio as of April 30, 2017, pro forma for acquisitions and dispositions closed through May 30, 2017. Excludes all JV assets and all build-to-suits which have not yet been delivered. 1. WALT weighted by ABR as at April 30, 2017.
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27
TOP 10 HOLDERS IN GPT’S TOP 10 INDUSTRIAL MARKETS
Rank Company
Millions of SF Owned
1
Prologis1
153.4
2
GLP2
70.8
3
Duke Realty Corp
60.5
4
Exeter3
59.1
5
Liberty Property Trust
44.3
6
Gramercy Property Trust
34.2
7
Clarion Partners
33.3
8
First Industrial Realty Trust
21.1
9
DCT
18.6
10
Colony Capital
18.2
11
Cabot
16.2
Sources: Broker data, 3Q16 supplemental filings for public REITs, RCA and CoStar. Gramercy data as of April 30, 2017, pro forma for acquisitions and dispositions closed through May 31, 2017. 1. Includes assets in JV with Norges Bank. 2. Includes assets in JVs with CPP and GIC. 3. Includes assets in JVs with ADIA and PSP.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
28
INDUSTRIAL PORTFOLIO (72.5% OF 5/31/17 PF NTM CASH NOI)
Industrial Portfolio
Assets Held at 5/31/2017 PF
Rentable Square Feet
58.9 million
NTM Cash NOI WALT1
$274.4 million 7.1 years
% Occupancy
98.1%
% In Target Markets
85.9%
Secured Debt
$457.9 million
Note: Excludes all domestic and international JVs, as well as all build-to-suits which have not yet been delivered. Data as of April 30, 2017, pro forma for additional acquisitions and dispositions closed through May 31, 2017. 1. Weighted by ABR as of April 30, 2017.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
29
BULK WAREHOUSE (>250K SF) SNAPSHOTS Philadelphia, PA 255,000 SF
Indianapolis, IN 622,000 SF
Boston, MA 448,000 SF
Allentown, PA 480,000 SF
Denver, CO 407,000 SF
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
Obetz, OH 478,000 SF
30
OFFICE PORTFOLIO (22.2% OF 5/31/17 PF NTM CASH NOI)
Office Portfolio
Rentable Square Feet NTM Cash NOI WALT1
Assets Held at 5/31/2017 PF 5.9 million $84.0 million 5.9 years
% Occupancy
95.5%
% In Target Markets
98.7%
Secured Debt
$70.5 million
5/31/2017 PF Top 10 Office Markets 1
Note: Excludes all international and domestic JV assets. Data as of April 30, 2017, pro forma for additional acquisitions and dispositions closed through May 31, 2017. 1. Weighted by ABR as of April 30, 2017.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
Rank
Market
% of Office ABR
RSF (mm)
1
NY / NJ
16%
0.7
2
Phoenix
12%
1.0
3
South Florida
11%
0.6
4
Philadelphia
9%
0.5
5
Houston
7%
0.3
6
Columbus
6%
0.5
7
Dallas
6%
0.3
8
Los Angeles
6%
0.3
9
Raleigh / Durham
6%
0.3
10
Jacksonville
6%
0.4
Other Target Markets
20%
1.0
Other
1%
0.1
CBRE’s 2017 Outlook counts these markets [ ] among the fastest growing office-using job growth markets in the U.S.
31
SPECIALTY RETAIL PORTFOLIO (5.3% OF PF 5/31/2017 NTM CASH NOI)
Specialty Retail Portfolio Square Feet NTM Cash NOI WALT1
Assets Held at 5/31/2017 PF 1.5 million $20.3 million 15.8 years
% Occupancy
99.4%
% In Target Markets
59.3%
Secured Debt
—
5/31/2017 PF Top 10 Specialty Markets 1 Rank
Market
% of Specialty ABR
RSF (mm)
1
Baltimore / Washington
11%
0.1
2
Denver
10%
0.1
3
Memphis
9%
0.1
4
Dallas
9%
0.1
5
Minneapolis
7%
0.2
6
Los Angeles
7%
0.2
7
Chicago
3%
0.0
8
Central PA
1%
0.0
9
Tampa / Orlando
1%
0.0
10
NY / NJ
1%
0.0
Other Target Markets
1%
0.0
Other
41%
0.6
Note: Excludes all international and domestic JV assets. Data as of April 30, 2017, pro forma for additional acquisitions and dispositions closed through May 31, 2017. 1. Weighted by ABR as of April 30, 2017.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
32
JV UPDATE AT MARCH 31, 2017
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
33
STRATEGIC OFFICE PARTNERS – 25.0% OWNERSHIP OF 7 PROPERTIES S t r a t e g i c O ff i c e P a r t n e r s P o r t f o l i o a s o f M a r c h 3 1 , 2 0 1 7 GPT Attributable NTM Cash NOI at 3/31/17
▪
$4.9 million
Fund Expense (G&A)
▪
$0.4 million
Portfolio Breakdown by Geography2
Florida 16.5% Minnesota 12.7%
GPT Equity Invested
▪
$18.4 million Tennessee 15.5%
Size
California 55.3%
▪
7 assets ▪ 1.1 million square feet
Verizon – Franklin, TN Bristol-Meyers – Tampa, FL
Amazon – Tempe, AZ
Barclays – Henderson, NV
Carl Zeiss – Dublin, CA
Note: Subsequent to quarter end, Strategic Office Partners acquired a building in Tempe, AZ which is pictured above as well as another property in Nashville, TN, bringing total assets to 9 and 1.3 million square feet. 1. Lease term as of March 31, 2017. 2. Weighted by GPT attributable ABR as of March 31, 2017.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
34
GRAMERCY EUROPE SALE ▪ Gramercy Property Europe plc has entered into an agreement to sell 100% of the fund’s assets to a consortium of clients managed by AXA Investment Managers – Real Assets ▪ Gramercy Property Europe plc is a Europe-focused real estate investment fund sponsored by Gramercy Property Trust and managed by a subsidiary of Gramercy Property Trust ▪ The total gross valuation is approximately €1.0
billion ($1.1 billion) with an exit cap rate of approximately 6.2%
▪ The transaction and a simultaneous disposition by Gramercy Property Trust of its 5.1% minority interest in eight fund properties is expected to result in net distributions to the Company of
approximately €90.7 million ($96.6 million) ▪ This includes of a promoted interest distribution of approximately €7.9 million ($8.4 million) ▪ Under the terms of the sale agreement, Gramercy’s investment
and asset management subsidiary will manage the assets for the buyer for an agreed period of one year following the closing date ▪ The transaction is expected
to close in the third
quarter of 2017 ▪ Gramercy invested €53.1 million in the venture including the retention of the 5.1% interest in eight assets sold into the venture from the former Goodman Europe JV
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
35
GOODMAN U.K. JV – 80.0% OWNERSHIP OF 2 PROPERTIES Goodman U.K. JV Portfolio as of March 31, 2017 GPT Attributable NTM Cash NOI at 3/31/17
▪
Lease Expirations & Asset Management Updates
$0.8 million
Asset GPT Equity Invested
▪
South Normanton
$25.3 million1
L e a s e Te r m •
Size
2 assets ▪ 0.4 million square feet
Brackmills
• 10-year renewal completed • Property was marketed for sale and buyer has been selected
• ▪
March 2027
Asset Management
Accepted early lease surrender; property currently vacant
• £3.5m refurbishment completed • Actively marketing property for lease – will sell following lease up
Property Snapshots
Note: Assumes FX rate of 1.2550 U.S. Dollars per GBP. 1. The equity invested for Goodman U.K. JV represents the fair value of the Company’s pro rata net equity in Goodman U.K. as of December 31, 2015, adjusted for the Company’s pro rata share of net income plus distributions received through March 31, 2017. 2. Lease term as of March 31, 2017. Reflects term of South Normanton, U.K. only as Brackmills, U.K. is currently vacant.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
36
APPENDIX
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
37
1Q 2017 LEASING STATISTICS Commenced Leases # of Leases New
New/Extended
Total
Contractual
TI/LC
Capex
Renewal1
Lease Term (years)
Area
Rent
Cost PSF
Ratio
ABR/PSF 2
Change in
Straight Line
Change in
Retention
ABR %2
ABR/PSF
Straight Line ABR %2
Rates
Quarter to Date Industrial
—
2
7.5
699,824 $
32,632,311
0.98
20.4% $
6.14
42.3%
51.3%
Office
1
—
7.0
2,390
151,306
29.00
45.8%
10.04
(9.1)%
9.04
(5.2)%
0.0%
Redevelopment
1
—
11.3
132,649
29,036,903
51.96
23.7%
19.63
16.8%
19.31
14.5%
N/A
Total:
2
2
9.0
834,863 $
61,820,519
9.16
8.24
30.3%
50.7%
2.1% $
12.4% $
5.69
7.92
18.8% $
Executed Leases # of Leases New
New/Extended
Total
Contractual
TI/LC
Capex
Renewal1
Lease Term (years)
Area
Rent
Cost PSF
Ratio
ABR/PSF 2
Change in
Straight Line
Change in
ABR %2
ABR/PSF
Straight Line ABR %2
Quarter to Date Industrial
1
2
7.2
825,824 $
34,002,561 $
0.86
21.3% $
5.73
40.8%
Office
1
—
7.0
2,390
151,306
29.00
45.8%
10.04
(9.1)%
9.04
(5.2)%
Redevelopment
1
—
10.8
36,119
8,653,435
58.63
24.5%
21.38
28.4%
22.12
32.3%
Total:
3
2
7.7
6.42
39.3%
864,333 $
42,807,302 $
2.1% $
3.36
6.8% $
5.36
6.04
22.1% $
Lease Roll Change in Leased Square Footage
Occupancy
Occupied Square Feet - as of December 31, 2016 Expansion New Lease Renewal Redevelopment Expiration / Termination Remeasurement Other Occupancy as of March 31, 2017 from Leasing Activities Acquisition Disposition Expansion Contraction
98.3%
Occupied Square Feet as of March 31, 2017
98.4%
1. 2. 3.
March 31, 2017 63,870,736 — 2,390 699,824 110,770 (701,808) — — 63,981,912 2,181,999 (475,196) — —
98.5%
3
65,688,715
Short term leases (under 12 months) are excluded. ABR is adjusted in the event that the lease type differs between current lease and prior lease. Does not include impact of leases that have been executed but are not yet commenced.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
38
SAME STORE NET OPERATING INCOME COMPARISON
Three Months Ended March 31, 2017 ($ in thousands) Industrial 2017
2016
Office % Change
2017
2016
Domestic Total4
Specialty % Change
2017
2016
% Change
2017
2016
Repositioning2
% Change
2017
2016
Under Contract for Sale3
% Change
2017
% Change
2016
Revenue Rent - Cash
$ 40,007 $ 39,941
Operating Expense Reimbursements
0.2%
5,641
5,750
Net Management Fee Revenue1
369
357
Other
192
180
Total Revenue
$ 46,209 $ 46,228
—%
Property Operating Expenses
$
Net Operating Income
$ 39,624 $ 39,573
1. 2. 3. 4.
6,585 $
6,655
$ 23,394 $ 23,257
(1.9)%
0.6%
$ 5,021 $ 5,054
8,363
9,273
(9.8)%
869
873
3.4%
266
360
(26.1)%
27
24
6.7%
1
15
(93.3)%
—
1
$ 32,024 $ 32,905
(1.1)% $ 0.1%
9,172 $ 10,186
$ 22,852 $ 22,719
(2.7)% $ 5,917 $ 5,952 (10.0)% $ 0.6%
894 $
893
$ 5,023 $ 5,059
(0.7)% $ 68,422 $ 68,252 (0.5)%
0.2%
$
406 $
949
(57.2)% $
159 $
837
(81.0)%
184
286
(35.7)%
(7)
22
(131.8)%
—
—
14,873
15,896
(6.4)%
190
802
(76.3)%
12.5%
662
741
(10.7)%
(12)
37
(132.4)%
(100)%
193
196
(1.5)%
—
—
(0.6)% $ 84,150 $ 85,085 0.1%
$ 16,651 $ 17,734
(0.7)% $ 67,499 $ 67,351
—%
584 $
1,788
(67.3)% $
336 $
1,145
(6.1)% $
638 $
639
(0.2)% $
687 $
579
18.7%
(54) $
1,149
(104.7)% $
(351) $
566
(162.0)%
0.2%
$
Net Management Fee Revenue includes property management fees reimbursed by tenants less property management fees paid to third-parties. Property management fees reimbursed by tenants is included in operating expense reimbursements in Gramercy's 10-Q. Property management fees paid to third parties is presented as a component of property management expenses in Gramercy's 10-Q. Inclusive of four properties being repositioned located in Jacksonville, FL. Inclusive of two properties held for sale in Torrance, CA and Spartanburg, SC; and three properties under contract in Coppell , TX, Compton, CA and Rogers, MN. Includes 143 Industrial, 63 Office, and 31 Specialty assets.
G r a m e r c y P r o p e r t y Tr u s t | I n ve s t o r P r e s e n t a t i o n | J u n e 2 0 1 7
—%
(1.1)% $
39
(70.7)%
NAV COMPONENTS 3/31/2017 & 5/31/2017 Pro Forma Balance Sheet Components ($mm)
NTM Cash NOI as of 5/31/2017 Pro Forma ($mm) 1 Wholly Owned $192.3 31.7 16.3 12.9
Wholly Owned % Occ. 98.3% 100.0% 100.0% 100.0%
Free Rent2 (Wholly Owned) $1.6 0.1 — 0.1
9.1
100.0%
—
6.9 5.1 0.2 $274.4
100.0% 100.0% 0.0% 98.1%
— — — $1.8
In Process Build-to-Suits (Full Budget)
Single Tenant Multi-Tenant BofA Portfolio Vacant Assets Total Office
$67.0 5.7 11.4 (0.2) $84.0
100.0% 83.5% 90.5% 0.0% 95.5%
$0.7 0.1 3.5 0.1 $4.4
Revolver Balance
$121.8
$69.9
Unsecured Term Loans
1,225.0
1,225.0
Unsecured Convertible Debt
115.0
115.0
Unsecured Notes
500.0
500.0
547.4
528.4
LTF Portfolio Retail Bank Branches Rental Car Facility Total Specialty
$16.5 3.2 0.6 $20.3
100.0% 97.2% 100.0% 99.4%
$— — — $—
Preferred Stock
87.5
87.5
Remaining Obligation of Build-to-Suits
77.9
77.9
$2,674.6
$2,603.7
Wholly Owned U.S. & Canada Subtotal
$378.6
97.9%
$102.65
$120.55
WH / Distribution Manufacturing Cold Storage HQ / Flex Specialty Industrial (Covered Land) Truck Terminals Data Centers Vacant Assets Total Industrial
Gramercy Europe (14%) Strategic Office Partners (25%)4 Goodman Europe (5%) Goodman U.K. (80%) Morristown JV (50%) Philips JV (25%)5 Total Unconsolidated Entities at Pro Rata Share
$7.8 4.9 0.9 0.8 0.1 0.0
Assets ($mm) 3/31/2017
5/31/2017 PF
$56.3
$325.3
Cash and Cash Equivalents Restricted Cash
13.1
13.1
Retained CDO Bonds
4.8
4.8
CBRE Strategic Partners Asia
4.0
4.0
94.0
94.0
$172.2
$441.2
Total Assets
Liabilities ($mm)
Secured
Mortgages3
Total Liabilities
Pro Rata Share of Secured Debt from Unconsolidated Properties
At 3/31: Common Shares Outstanding + OP Units & Vested LTIPs 142,085,309 At 3/31: Common Shares Outstanding + OP Units & Vested LTIPs, Pro Forma for April Equity Issuance 152,435,3096 3/31 Diluted Weighted Avg. Shares & Units Outstanding
142,967,533
3/31 Diluted Weighted Avg. Shares & Units Outstanding, Issuance
153,317,5336
$14.5
Note: Assumes an exchange rate of 1.0652 U.S. Dollars per Euro and 1.2550 U.S. Dollars per GBP. All JV information is as of 3/31/2017. Pro Forma for April Equity Wholly owned portfolio NTM NOI is as of April 30, 2017, pro forma for acquisitions and dispositions closed through 5/31/2017. 1. Excludes any in-process build-to-suits which have not yet been delivered and are reflected in the balance sheet components. 2. NTM Cash NOI numbers are already net of the free rent shown in this column. Free rent as of 3/31/2017, adjusted for acquisiti ons and dispositions closed through May 31, 2017. 3. Includes only mortgages on wholly owned assets. 4. Strategic Office Partners NOI does not include the impact of $0.4 million of G&A expenses. 5. Excludes NTM NOI and pro rata debt contribution from Philips JV. 6. Includes full 10.35 million share count from April 2017 equity issuance.
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GLOSSARY The Company has used non-GAAP financial measures as defined by SEC Regulation G in this presentation. The assumptions included in this presentation reflect the Company's assumptions and expectations and are not guarantees of its future performance. The Company's actual results may vary materially from the assumptions presented in this presentation. The results that an investor in the Company will actually receive will depend, to a significant degree, on the actual performance of the Company's assets, which may be impacted by material economic and market risk factors. Unless stated otherwise, all schedules exclude the Company's pro rata share of unconsolidated entities.
Annualized Base Rent ("ABR")
The Company calculates ABR by multiplying the most recent monthly contractual base rent of each lease by 12. If there is a rent abatement, the Company multiplies the first monthly contractual base rent following the free rent period by 12. Straight Line (S/L) ABR
Funds From Operations ("FFO")
The revised White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income (loss) (determined in accordance with GAAP), excluding impairment write-downs of investments in depreciable real estate and investments in in-substance real estate investments, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to non-controlling interests and income (losses) from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. Core FFO and Adjusted Funds From Operations ("AFFO") Core FFO and AFFO are presented excluding property acquisition costs, loss on extinguishment of debt, other-than-temporary impairments on retained bonds, mark-to-market on interest rate swaps, and one-time charges. AFFO of the Company also excludes non-cash stockbased compensation expense, amortization of above and below market leases, amortization of deferred financing costs and non-cash interest, amortization of lease inducement costs, non-real estate depreciation and amortization, amortization of free rent received at property acquisition, and straight-line rent. The Company believes that Core FFO and AFFO are useful supplemental measures regarding the Company’s operating performances as they provide a more meaningful and consistent comparison of the Company’s operating performance and allows investors to more easily compare the Company’s operating results. NTM Cash NOI Next twelve months cash net operating income (“NTM Cash NOI”) is a forward-looking projection of the property revenues, expenses and reimbursements on a cash basis before interest and capital reserves or expenditures. For all maturing leases or vacant spaces the projection reflects carrying costs and market level assumptions for re-tenanting the space. Capitalization Rate ("Cap Rate") Capitalization rate is used to estimate the Company’s potential return on its investment. This is done by dividing the NTM Cash NOI by the acquisition price of the property. Capital Expenditure Ratio ("Capex Ratio") The Company calculates the Capex Ratio by dividing total initial capital expenditures by total contractual rent for the corresponding leasing transactions. Capital expenditures is defined as initial costs capitalized for improvements of vacant and renewal spaces, as well as the commissions capitalized for leasing transactions, excluding base building improvement costs. Revenue Maintaining Capital Expenditures Revenue maintaining capital expenditures represent the portion of capital expenditures required to maintain the Company’s current revenue base, excluding landlord work. Revenue maintaining capital expenditures include current tenant improvements and expenditures related to the Company’s current tenant base. The Company believes that revenue maintaining capital expenditures is a useful measure to provide for a consistent comparison of cash flows used by investing activities. Revenue Generating Capital Expenditures Revenue generating capital expenditures represent the portion of capital expenditures required to expand the Company’s current revenue base. Revenue generating capital expenditures include build-to-suit projects, expansion or other projects that are intended to attract prospective tenants or increase the revenue base from existing tenants. The Company believes that revenue generating capital expenditures is a useful measure to evaluate cash flows used by investing activities which are generally non-recurring. Occupancy Rate The Company calculates Occupancy Rate by dividing total square feet of commenced leases by total rentable square feet.
The Company calculates S/L ABR using annual rental revenue calculated in accordance with U.S. GAAP which includes adjustments for straight-line rent accounting for free rent and contractual rent increases. Change in ABR %/Straight Line (S/L) ABR% The Company calculates change in ABR% and Change in S/L ABR % as the difference between the final ABR or S/L ABR under the expiring lease and the first ABR or S/L ABR under the new leases divided by the final ABR or S/L ABR under the expiring lease. The Company calculates S/L ABR using annual rental revenue calculated in accordance with U.S. GAAP which includes adjustments for straight-line rent accounting for free rent and contractual rent increases. Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") The Company computes EBITDA for any period, as the net income or loss of the Company determined in accordance with GAAP (before minority interests and excluding losses attributable to the sale or other disposition of assets and excluding all items attributable to CDO Subsidiaries) for such period plus (i) interest expense, (ii) provision for federal, state, local and foreign income taxes payable, (iii) depreciation and amortization, (iv) other non-cash charges such as stock compensation, (v) acquisition costs, (vi) gains and losses attributable to the disposition of assets, (vii) gains and losses attributable to the early extinguishment of indebtedness and minus (i) a reserve for capital expenditures and replacements equal to $0.10 per square foot per annum for real estate assets. EBITDA is adjusted to include the Company’s ownership share of the net income or loss of all unconsolidated equity investments, determined and adjusted in the same manner as provided above in this definition. If there are newly acquired real estate assets which are subject to leases that contain free rent or other rent reduction provisions, then rent is included computed on a straight-line rent accounting basis. The Company has included two EBITDA-based coverage ratios (a debt to EBITDA ratio and a fixed charge coverage ratio) and other leverage metrics. The Company is providing such ratios as supplemental disclosure with respect to liquidity and compliance with debt covenants because the Company believes such ratios provide useful information regarding the Company's ability to service or incur debt. Retention Rate The Company calculates Retention Rate as a percentage of ABR either renewal or expanded into by existing tenants or subtenants. Renewal Lease
The Company defines a Renewal Lease as a lease signed by an existing tenant to extend the term including (i) a renewal of the same space as the current lease at lease expiration, (ii) a renewal of only a portion of the current space at lease expiration and (iii) an early renewal which ultimately does extend the original term, but the renewal term commences before the lease expiration of the current lease. Redevelopment The Company includes assets for which it is or has the intention of repositioning or redeveloping. Net Management Fee Reimbursements The Company includes property management fees reimbursed by tenants less property management fees paid to third parties. Same-Store Net Operating Income ("Same-Store NOI") Same-store NOI for the three months ended March 31, 2017 includes properties that were owned and placed in service as of January 1, 2016 and are still owned and in service as of March 31, 2017, excluding properties that are under contract for sale as of March 31, 2017. The Same-Store NOI is not considered an alternative to GAAP net income performance.
Specialty Retail Assets In 2016, the Company reallocated certain Bank Branch properties from its Bank of America Portfolio, which were previously classified as Office, in addition to one Rental Car Facility, which was previously classified as Industrial, into the Specialty Retail Asset category. This recharacterization was done to better align the selected properties with their likely future use. Going forward, Specialty Retail Assets will be gyms, movie theaters, car dealerships and other retail facilities that would not be considered conventional retail properties.
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