Filed by Grubb & Ellis Company
Pursuant to Rule 425
Under the Securities Act of 1933
Commission File Number: 001-08122
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Media Release
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FOR IMMEDIATE RELEASE
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Contact:
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Janice McDill, 312.698.6707
janice.mcdill@grubb-ellis.com
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Grubb & Ellis Company Reports
Fiscal 2008 First Quarter Results
CHICAGO (Nov. 8, 2007) Grubb & Ellis Company (NYSE: GBE), a leading provider of integrated real
estate services, today reported fiscal 2008 first quarter revenue of $126.5 million, a 7.9 percent
increase from revenue of $117.3 million in the year ago period. The Company reported a net loss
for the fiscal 2008 first quarter of $1.5 million, or $0.06 per diluted share, compared with a net
loss of $106.2 million, or $4.30 per diluted share, in the same period a year ago.
The Companys most recent results include the after-tax impact of non-recurring expenses
related to the Companys proposed merger with NNN Realty Advisors and from operations of real
estate held for sale, which were $452,000 and $861,000, respectively. The fiscal 2007 first
quarter loss included a $105.3 million non-recurring charge to earnings attributable to the
Companys exchange of preferred shares for common stock in conjunction with the 10-million-share
public offering that closed in July 2006. Excluding these fiscal 2007 and fiscal 2008
non-recurring charges, the Company reported a fiscal 2008 first quarter net loss of approximately
$139,000, or $0.01 per diluted share, compared with a net loss of $971,000, or $0.04 per diluted
share, for the first fiscal quarter of 2007.
Our first quarter revenue growth reflects the commitment of our people to provide
best-in-class client service. We continue to make progress in building our platform, and as a
result are better positioned to withstand market fluctuations. Recent events in the global credit
markets and general economic uncertainty continues to affect Grubb & Ellis, along with the rest of
the real estate services industry, said Mark Rose, Chief Executive Officer of Grubb & Ellis
Company.
-more-
Grubb & Ellis Company
500 West Monroe Street, Suite 2800 Chicago, IL 60661 312.698.6700 312.698.5941 fax
2 2 2
11/8/07
Grubb & Ellis Company Reports Fiscal 2008 First Quarter Results
On Nov. 2, Grubb & Ellis Company announced that the Securities and Exchange Commission had
declared the Companys registration statement on Form S-4 effective with respect to the proposed
merger with NNN Realty Advisors. Grubb & Ellis stockholders of record as of Oct. 26, 2007, have
been mailed proxies and are entitled to vote by proxy or in person at a special meeting of Grubb &
Ellis stockholders scheduled for Dec. 6, 2007. NNN Realty Advisors will hold its special meeting
of stockholders earlier that day to vote on the proposed merger. The transaction is expected to
close as soon as practicable following the stockholders meetings, subject to obtaining approval of
the merger by the stockholders of both Grubb & Ellis and NNN Realty Advisors.
Fiscal 2008 First Quarter Highlights
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Excluding merger-related costs, EBITDA increased by $2.0 million over the prior-year
period, reflecting higher revenue and the Companys focus on expense control.
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Salaries, wages and benefits declined, while selling, general and administrative costs
were essentially flat compared with first quarter of fiscal 2007.
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Transactions Services revenue increased 4.8 percent year-over-year, primarily as a
result of the Companys efforts to expand its presence in key metropolitan markets.
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Management Services revenue increased 12.4 percent year-over-year, resulting from the
addition of more than 25 million square feet of property to its management portfolio since
September 30, 2006.
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Selected as 2007 Vendor of the Year at Microsofts Vendor Program Excellence Awards from
more than 15,000 vendors across all service categories. Grubb & Ellis manages more than 13
million square feet of property for Microsoft, including the Companys Redmond, Wash.,
headquarters.
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Our results reflect revenue growth associated with our recent investments in people and
services, improved operating efficiencies and increased productivity, said Rich Pehlke, Executive
Vice President and Chief Financial Officer.
-more-
3 3 3
11/8/07
Grubb & Ellis Company Reports Fiscal 2008 First Quarter Results
Financial Results
EBITDA (earnings before interest, taxes, depreciation and amortization) was $2.0 million in the
first fiscal quarter of 2008, compared with $0.8 million in the year earlier period. The EBITDA
improvement reflects higher revenue, which translated into a $1.3 million margin increase, as well
as lower salaries, wages and benefits.
In the first quarter, cost of services was 75.9 percent of total revenue, up from 75.1 percent
in the year earlier period. These costs are primarily comprised of transaction commission
expenses, which are incurred as a percentage of the related transaction revenue, and reimbursable
salaries, wages and benefits that are fully offset by management services fees received from Grubb
& Ellis clients. Gross margin as a percent of revenue for the first quarter of fiscal 2008 was
24.1 percent, down from 24.9 percent in the same period a year ago. A larger percentage of
transactions completed in regions with higher commission rates, direct costs associated with the
Companys new project management business and additional staffing related to new business services
contracts, impacted both cost of services and the gross margin during the quarter.
General and administrative costs were $31.1 million in the fiscal first quarter, up from
$30.3 million reported during the same period in 2007. Included in general and administrative
costs are salaries, and wages, which decreased 4.7 percent from the same period a year ago as
result of the Companys focus on expense control and selling, general and administrative costs,
which were essentially flat year-over-year. Fiscal 2008 first-quarter general and administrative
costs also reflect a $751,000 increase in depreciation and amortization related to the amortization
of professional services contracts, and $741,000 in pre-tax merger-related costs.
Transaction Services
Transaction Services fees, including commission, valuation and consulting revenue, increased
4.8 percent to $73.1 million in the first quarter, from $69.8 million in the year earlier period.
At Sept. 30, Grubb & Ellis had 923 brokers, down from 931 at June 30, 2007.
-more-
4 4 4
11/8/07
Grubb & Ellis Company Reports Fiscal 2008 First Quarter Results
Management Services
Management Services fees include reimbursed salaries, wages and benefits, and fees from property
management and facilities outsourcing services, along with business services fees. Fiscal 2008
first quarter fees totaled $53.4 million, an increase of 12.4 percent from $47.5 million generated
in the first fiscal quarter of 2007. The increase can be attributed to the growth in square foot
under management over the past 12 months.
Grubb & Ellis Company
Grubb & Ellis Company is one of the worlds leading full-service commercial real estate
organizations, providing a complete range of transaction, management and consulting services. By
leveraging local expertise with its global reach, Grubb & Ellis offers innovative, customized
solutions and seamless service to owners, corporate occupants and investors throughout the globe.
For more information, visit the Companys Web site at http://www.grubb-ellis.com.
Forward-looking Statement
Except for historical information, statements included in this announcement may constitute
forward-looking statements regarding, among other things, future revenue growth, market trends, new
business opportunities, the proposed merger with NNN Realty Advisors, consummation of the sale of
three commercial properties to Grubb & Ellis Realty Advisors, new hires, results of operation,
changes in expense levels and profitability and effects on the Company of changes in the real
estate markets. These statements involve known and unknown risks, uncertainties and other factors
that may cause the Companys actual results and performance in future periods to be materially
different from any future results or performance suggested by these statements. Such factors which
could adversely affect the Companys ability to obtain these results include, among other things:
(i) the volume of sales and leasing transactions and prices for real estate in the real estate
markets generally;(ii) a general or regional economic downturn that could create a recession in the
real estate markets; (iii) the Companys debt level and its ability to make interest and principal
payments; (iv) an increase in expenses related to new initiatives, investments in people,
technology and service improvements; (v) the success of new initiatives and investments; (vi) the
inability to obtain the requisite stockholder approvals from Grubb & Ellis and NNN Realty Advisors
to consummate the merger with NNN Realty Advisors; (vii) Grubb & Ellis Realty Advisors failure to
obtain the requisite approval of its stockholders to acquire the three commercial properties from
Grubb & Ellis and consummate its business combination; and (viii) other factors described in the
definitive joint proxy/prospectus filed with the Securities and Exchange Commission on November 5,
2007 and the Companys annual report on Form 10-K for the fiscal year ending June 30, 2007, filed
with the SEC.
Non-GAAP Financial Information
In addition to the results reported in accordance with U.S. generally accepted accounting
principles (GAAP) included within this press release, Grubb & Ellis has provided certain
information, which includes non-GAAP financial measures. Such information is reconciled to its
closest GAAP measure in accordance with the Securities and Exchange Commission rules and is
included in the attached supplemental data. Management believes that these non-GAAP financial
measures are useful to both management and its stockholders in their analysis of the Companys
business and operating performance. Management also uses this information for operational planning
and decision-making purposes. Non-GAAP financial measures are not and should not be considered a
substitute for any GAAP measure. Additionally, non-GAAP financial measures as presented by Grubb &
Ellis may not be comparable to similarly titled measures reported by other companies.
- more -
5 5 5
11/8/07
Grubb & Ellis Company Reports Fiscal 2008 First Quarter Results
ADDITIONAL INFORMATION AND WHERE TO FIND IT:
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL ANY SHARES. In connection with the proposed merger, Grubb & Ellis
Company and NNN Realty Advisors have filed a joint proxy statement/prospectus with the Securities
and Exchange Commission as part of a registration statement regarding the proposed merger.
Investors and security holders are urged to read the joint proxy statement/prospectus of Grubb &
Ellis and NNN Realty Advisors because it contains important information about Grubb & Ellis and NNN
Realty Advisors and the proposed merger. Investors and security holders may obtain copies of the
definitive proxy statement/prospectus (when available), and other documents filed by Grubb & Ellis
and NNN Realty Advisors with the SEC at the SECs Website at http://www.sec.gov. The definitive
joint proxy statement/prospectus and other relevant documents may also be obtained free of charge
from Grubb & Ellis and NNN Realty Advisors by directing such request to: Grubb & Ellis Company, 500
West Monroe Street, Suite 2800, Chicago, IL 60661, 312.698.6707, Attention: Janice McDill or to NNN
Realty Advisors, Inc., 1551 N. Tustin Avenue, Suite 300, Santa Ana, CA 92705, 714.667.8252 x861,
Attention: Michael Rispoli. Investors and security holders are urged to read the joint proxy
statement/prospectus and other relevant material when they become available before making any
voting or investment decisions with respect to the merger.
Grubb & Ellis, NNN Realty Advisors and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders of Grubb & Ellis and
NNN Realty Advisors, respectively, in connection with the merger. Information about Grubb & Ellis
and NNN Realty Advisors directors and executive officers is set forth in the definitive joint
proxy statement/prospectus, which can be found on the SECs Website at http://www.sec.gov.
-###-
TABLES FOLLOW
GRUBB & ELLIS COMPANY
Condensed Consolidated Statements of Operations
(in thousands, except share data)
(unaudited)
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Three Months Ended
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September 30,
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2007
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2006
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Services revenue:
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Transaction fees
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$
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73,124
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$
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69,755
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Management fees
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53,392
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47,506
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Total services revenue
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126,516
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117,261
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Costs of services:
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Transaction commissions
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46,040
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44,151
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Reimbursable salaries, wages and benefits
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38,496
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34,966
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Salaries, wages, benefits and other direct costs
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11,529
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8,978
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Total costs of services
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96,065
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88,095
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General and administrative costs:
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Salaries, wages and benefits
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15,076
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15,824
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Selling, general and administrative
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12,626
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12,565
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Depreciation and amortization
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2,691
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1,940
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Merger related and other board costs
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741
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Total costs
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127,199
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118,424
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Operating loss
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(683
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(1,163
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Other income and expenses
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Interest income
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107
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321
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Interest expense
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(125
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(530
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Loss before income taxes
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(701
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(1,372
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Income tax benefit
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12
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251
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Loss before income from investment in affiliate
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(689
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(1,121
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Income from investment in affiliate
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98
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150
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Loss from continuing operations
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(591
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(971
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Loss from operations of real estate held for
sale, net of taxes
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(861
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Net loss
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(1,452
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(971
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Preferred stock redemption
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(105,267
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Net loss to common stockholders
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$
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(1,452
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$
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(106,238
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Earnings per share diluted
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Loss from continuing operations
to common stockholders per share
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$
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(0.02
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$
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(4.30
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Net loss to common
stockholders per share
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$
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(0.06
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$
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(4.30
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Weighted average shares outstanding (diluted)
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25,914,120
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24,698,879
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Net loss
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$
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(1,452
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$
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(971
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Depreciation and amortization
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2,691
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1,940
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Interest, net
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18
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209
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Income tax benefit
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(12
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(251
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Income from investment in affiliate
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(98
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(150
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Loss from operations of real estate held for sale
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861
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EBITDA
1
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$
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2,008
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$
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777
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1.
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EBITDA represents earnings before interest, taxes, depreciation and
amortization. Management believes that EBITDA is relevant because it assists investors in
evaluating the Companys ability to service its debt by providing a commonly used measure of cash
available to pay interest. EBITDA should not be considered as an alternative to net income (loss)
or cash flows from operating activities (which are determined in accordance with GAAP), as an
indicator of operating performance or a measure of liquidity. EBITDA also facilitates comparison of
the Companys results of operations with those companies having different capital structures.
Other companies may define EBITDA differently, and, as a result, such measures may not be
comparable to the Companys EBITDA.
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GRUBB & ELLIS COMPANY
Selected Condensed Consolidated Balance Sheet Data
(in thousands)
(unaudited)
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September 30,
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June 30,
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2007
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2007
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Assets
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Cash and cash equivalents
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$
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4,454
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$
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10,088
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Services fees receivable, net
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17,940
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15,241
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Other receivables
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4,549
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4,206
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Professional service contracts, net
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6,815
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7,038
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Prepaid and other current assets
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2,739
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2,919
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Real estate held for sale
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171,901
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171,266
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Deferred tax assets, net
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2,334
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1,905
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Total current assets
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210,732
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212,663
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Equipment, software and leasehold improvements, net
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11,021
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11,282
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Goodwill, net
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24,763
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24,763
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Professional service contracts, net
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12,093
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12,348
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Investment in affiliate
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4,621
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5,637
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Other assets
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2,001
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2,156
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Total assets
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$
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265,231
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$
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268,849
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Liabilities and stockholders equity
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Accounts payable
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$
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3,985
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$
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6,572
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Commissions payable
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7,972
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9,476
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Accrued compensation and employee benefits
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14,856
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13,356
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Deferred commissions payable
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3,088
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808
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Liabilities related to real estate held for sale
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166,860
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169,930
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Other accrued expenses
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11,033
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9,785
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Total current liabilities
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207,794
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209,927
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Accrued claims and settlements
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4,925
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4,681
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Other liabilities
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6,043
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6,240
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Total liabilities
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218,762
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220,848
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Total stockholders equity
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46,469
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48,001
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Total liabilities and stockholders equity
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$
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265,231
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$
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268,849
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