SANTA ANA, Calif., Nov. 11 /PRNewswire-FirstCall/ -- Grubb & Ellis Company (NYSE:GBE), a leading real estate services and investment firm, today reported revenue of $136.1 million for the third quarter of 2009, compared with revenue of $153.2 million for the third quarter of 2008. The company reported revenue of $385.1 million for the first nine months of 2009, compared with revenue of $468.8 million for the comparable 2008 period. The net loss attributable to the company for the third quarter of 2009 was $21.4 million, or $0.34 per share, compared with a net loss of $56.3 million, or $0.88 per share, for the same period a year ago. For the first nine months of 2009, the company reported a net loss of $95.7 million, or $1.51 per share, compared with a net loss of $68.0 million, or $1.07 per share, for the first nine months of 2008. Company Highlights -- Closed a $90 million preferred equity transaction that allowed the company to repay in full its senior secured credit facility and provided approximately $44 million in working capital. -- Announced that Thomas P. D'Arcy, non-executive chairman of Inland Real Estate Corporation, will join the company as president, chief executive officer and a member of the board, effective Nov. 16. -- Initiated public offering of Grubb & Ellis Healthcare REIT II. -- Transaction volume grew 6 percent over the second quarter. -- Recruited 17 senior-level brokerage sales professionals during the quarter, bringing to 86 the number of top brokerage sales professionals who have joined since July 2008. -- Won eight significant Corporate Services new business and renewal assignments. -- Awarded 30 new property and facilities management assignments during third quarter totaling approximately 8.1 million square feet. "With a significantly strengthened balance sheet that resulted from the company's $90 million preferred equity transaction and the appointment of Tom D'Arcy as chief executive officer, Grubb & Ellis is positioned to grow and take advantage of the opportunities that will arise as market conditions improve," said C. Michael Kojaian, the company's chairman. Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) for the third quarter of 2009 was $674,000, compared with adjusted EBITDA of $7.4 million in the same period a year ago. The 2009 third-quarter adjusted EBITDA results excluded the following charges, which will be recorded in the company's GAAP financials: -- $7.2 million related to the company's investment management programs, -- $2.4 million in real estate-related impairments, and -- $4.4 million of stock-based compensation and amortization of signing bonuses. For the first nine months of 2009, the company reported negative adjusted EBITDA of $25.1 million, compared with positive adjusted EBITDA of $27.4 million in the same period a year ago. The 2009 nine-month negative adjusted EBITDA results excluded the following charges: -- $21.6 million related to the company's investment management programs, -- $16.6 million in real estate-related impairments, and -- $14.4 million of stock-based compensation and amortization of signing bonuses. The adjusted EBITDA charges are detailed in the Reconciliation of Net Loss to Adjusted EBITDA in the tables following this release. On Nov. 6, the company closed a $90 million equity transaction upon the sale of 900,000 shares of a new issuance of a 12 percent cumulative participating perpetual convertible preferred stock. The company estimates that the proceeds from the offering were approximately $85 million after deducting estimated offering expenses and giving effect to the conversion of the $5 million of subordinated debt provided in October 2009 by an affiliate of the company's largest stockholder. The company used the proceeds to repay in full its credit facility at the agreed reduced principal amount equal to approximately 65 percent of the principal amount outstanding under such facility. The balance of the offering proceeds will be used for general working capital purposes. "Our third quarter results were encouraging. We saw an increase in transaction volume over the second quarter, an indication that the investments we have made to attract top-tier talent are paying off. The market - albeit still difficult - showed signs of improvement versus the first half of the year," said Richard W. Pehlke, executive vice president and chief financial officer. "Our focus remains steadfast on providing superior solutions to our clients' real estate needs, maximizing value for investors, attracting and retaining exceptional professional talent throughout our service and investment offerings, and creating shareowner value." OPERATING SEGMENTS Management Services Management Services revenue includes asset and property management fees as well as reimbursed salaries, wages and benefits from the company's captive management and third party property management and facilities outsourcing services, along with business services fees. Management Services revenue was $67.5 million for the third quarter of 2009, up 6.3 percent from $63.5 million for the same period a year ago. Management Services revenue was $199.6 million for the first nine months of 2009, a 7.4 percent increase from revenue of $185.9 million during the same period a year ago. The company continues to grow its client roster and management portfolio. During the third quarter of 2009, Grubb & Ellis was awarded 30 new property and facilities management assignments totaling approximately 8.1 million square feet of property. At Sept. 30, 2009, the company managed approximately 238.2 million square feet of commercial real estate and multi housing property, including 41.4 million square feet of Grubb & Ellis Realty Investors' captive property portfolio. Transaction Services Transaction Services revenue for the third quarter of 2009, including brokerage commission, valuation and consulting revenue, was $46.3 million, compared with $57.5 million in the same period a year ago. The Transaction Services segment generated revenue of $118.8 million during the first nine months of 2009, down 31.4 percent from revenue of $173.2 million for the same period in 2008. The Transaction Services business continues to be negatively impacted by the current economic environment, specifically the contracting job market and stalled investment sales market. Through the first nine months of 2009, the company's leasing revenue was down 15 percent, while investment sales revenue declined by 61 percent, compared with the same period for 2008. This compares with an industry wide decline of 33 percent and 66 percent, year-over-year, in leasing and investment sales, respectively, according to industry statistics as well as the company's analysis. Despite the continued difficult economic environment, the company did see some favorable quarter-over-quarter trends. Third quarter 2009 revenue grew by 19 percent from the second quarter, while the number of transactions executed grew by 6 percent quarter-over-quarter. In the comparable 2008 quarter-over-quarter comparison, revenue grew only 2 percent. Investment Management Investment Management revenue for the third quarter of 2009, which includes transaction fees, captive management fees and dealer-manager fees, totaled $14.8 million, compared with fees of $24.1 million in the same period a year ago. For the first nine months of 2009, Investment Management revenue was $43.9 million, compared with $84.5 million in the same period a year earlier. The decreases in both the current quarter and year-to-date revenue can be attributed to the current market environment, which has significantly slowed investment sales activity. The year-over-year decreases in acquisition, loan and disposition fees generated by the company's investment programs were 34 percent and 87 percent during the third quarter and nine-month periods, respectively. During the first three quarters of 2009, approximately $533.0 million in equity was raised for the company's investment programs, compared with $760.5 million in the first nine months of 2008. This $227.5 million decrease was due primarily to a decrease in capital raised for tenant-in-common and private client wealth management programs, which was offset, in part, by an increase of $121.9 million of capital raised for the public non-traded REITs sponsored by the company. On Sept. 20, the company completed the transition of its advisory services for its first sponsored public non-traded healthcare REIT, which is now self-advised. Sales of Grubb & Ellis Healthcare REIT II, the company's second public non-traded healthcare REIT, commenced on Sept. 21, 2009, and on October 15, 2009, Healthcare REIT II had raised the $2 million minimum. At Sept. 30, 2009, the company had assets under management of $5.8 billion, down from $6.9 billion at June 30, 2009 primarily due to the fact that the company is no longer providing advisory services to the first public non-traded healthcare REIT. Rental-Related Operations Rental-related revenue and rental-related expense includes pass-through revenue and expenses for master lease accommodations related to the company's tenant-in-common programs. Rental-related revenue and rental-related expense also includes results from two properties held for investment. Conference Call & Webcast The company will host an earnings conference call to review its 2009 third quarter results on Wednesday, November 11, at 10:30 a.m. Eastern Standard Time. A live webcast will be accessible through the Investor Relations section of the company's Web site at http://www.grubb-ellis.com/. The direct dial-in number for the conference call is 1.866.510.0712 for domestic callers and 1.617.597.5380 for international callers. The conference call ID number is 54972050. An audio replay will be available beginning at 1 p.m. EST on Wednesday, November 11, until 7 p.m. EST on Wednesday, November 18 and can be accessed by dialing 1.888.286.8010 for domestic callers and 1.617.801.6888 for international callers and entering conference call ID 78476912. In addition, the conference call audio will be archived on the company's Web site following the call. About Grubb & Ellis Named to The Global Outsourcing 100(TM) in 2009 by the International Association of Outsourcing Professionals(TM), Grubb & Ellis Company (NYSE: GBE) is one of the largest and most respected commercial real estate services and investment companies in the world. Our 6,000 professionals in more than 130 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 firm's 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 public non-traded real estate investment trusts (REITs), tenant-in-common (TIC) investments suitable for tax-deferred 1031 exchanges, mutual funds and other real estate investment funds. For more information, visit http://www.grubb-ellis.com/. Forward-Looking Statements Certain statements included in this press release may constitute forward-looking statements regarding, among other things, the ability of future revenue growth, market trends, new business opportunities and investment programs, certain combined financial information regarding Grubb & Ellis Company and NNN Realty Advisors, new hires, results of operations, 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 company's 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 company's ability to obtain these results include, among other things: (i) a continued or further slowdown in the volume and the decline in transaction values of sales and leasing transactions; (ii) the general economic downturn and recessionary pressures on businesses in general; (iii) a prolonged and pronounced recession in real estate markets and values; (iv) the unavailability of credit to finance real estate transactions in general and the company's tenant-in-common programs, in particular;(v) the ability of the company to return to compliance with the NYSE's continued listing standards; (vi) an increase in expenses related to new initiatives, investments in people, technology and service improvements; (vii) the success of current and new investment programs; (viii) the success of new initiatives and investments; (ix) the inability to attain expected levels of revenue, performance, brand equity and expense synergies resulting from the merger of Grubb & Ellis Company and NNN Realty Advisors in general, and in the current macroeconomic and credit environment, in particular and (x) ) other factors described in the company's annual report on Form 10-K/A for the fiscal year ending December 31, 2008, Form 10-Q for the three-month periods ending March 31, 2009 and June 30, 2009 and in other current reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC"). The company does not undertake any obligation to update forward-looking statements. 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 Company 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 the company's stockholders in their analysis of the business and operating performance of the company. 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 measures. Additionally, non-GAAP financial measures as presented by Grubb & Ellis Company may not be comparable to similarly titled measures reported by other companies. TABLES FOLLOW Grubb & Ellis Company Consolidated Statements of Operations (in thousands) (Unaudited) Three Months Ended Nine Months Ended ------------------------------------------------------- September 30, September 30, September 30, September 30, 2009 2008 2009 2008 ------------- ------------- ------------- ------------- REVENUE Management services $67,456 $63,479 $199,636 $185,855 Transaction services 46,321 57,502 118,793 173,191 Investment management 14,829 24,116 43,912 84,480 Rental related 7,498 8,119 22,754 25,302 ------------- ------------- ------------- ------------- TOTAL REVENUE 136,104 153,216 385,095 468,828 ------------- ------------- ------------- ------------- OPERATING EXPENSE Compensation costs 34,055 35,355 107,034 112,166 Transaction commissions and related costs 31,575 39,186 85,360 117,979 Reimbursable salaries, wages, and benefits 50,709 46,224 149,678 135,343 General and administrative 25,464 40,258 83,801 84,387 Depreciation and amortization 3,504 4,884 8,368 13,692 Rental related 4,961 4,337 16,159 15,384 Interest 3,741 2,947 12,490 9,928 Merger related costs - 2,657 - 10,217 Real estate related impairments 2,393 34,778 16,615 34,778 Goodwill and intangible assets impairment 583 - 583 - ------------- ------------- ------------- ------------- Total operating expense 156,985 210,626 480,088 533,874 ------------- ------------- ------------- ------------- OPERATING LOSS (20,881) (57,410) (94,993) (65,046) ------------- ------------- ------------- ------------- OTHER INCOME (EXPENSE) Equity in losses of unconsolidated entities (224) (5,859) (1,635) (10,602) Interest income 188 234 472 757 Other income (expense) 272 (508) 394 (3,801) ------------- ------------- ------------- ------------- Total other income (expense) 236 (6,133) (769) (13,646) ------------- ------------- ------------- ------------- Loss from continuing operations before income tax (provision) benefit (20,645) (63,543) (95,762) (78,692) Income tax (provision) benefit (277) 15,943 (587) 23,124 ------------- ------------- ------------- ------------- Loss from continuing operations (20,922) (47,600) (96,349) (55,568) Loss from discontinued operations (535) (15,126) (1,005) (18,690) ------------- ------------- ------------- ------------- Net loss $(21,457) $(62,726) $(97,354) $(74,258) ============= ============= ============= ============= Less: Net income (loss) attributable to the noncontrolling interests (98) (6,444) (1,686) (6,298) ============= ============= ============= ============= Net loss attributable to Grubb & Ellis Company $(21,359) $(56,282) $(95,668) $(67,960) ============= ============= ============= ============= Earnings per share - basic and diluted: Loss from continuing operations attributable to Grubb & Ellis Company $(0.33) $(0.65) $(1.49) $(0.79) Loss from discontinued operations attributable to Grubb & Ellis Company (0.01) (0.23) (0.02) (0.28) ------------- ------------- ------------- ------------- Net loss per share $(0.34) $(0.88) $(1.51) $(1.07) ============= ============= ============= ============= Weighted average shares outstanding, basic and diluted 63,628 63,601 63,618 63,574 ============= ============= ============= ============= Amounts attributable to Grubb & Ellis Company shareholders: Loss from continuing operations, net of tax $(20,824) $(41,156) $(94,663) $(49,270) Loss from discontinued operations, net of tax (535) (15,126) (1,005) (18,690) ------------- ------------- ------------- ------------- Net loss $(21,359) $(56,282) $(95,668) $(67,960) ============= ============= ============= ============= Grubb & Ellis Company Consolidated Balance Sheets (in thousands) (Unaudited) September 30, December 31, 2009 2008 ----------- ----------- ASSETS Cash and cash equivalents $9,444 $32,985 Restricted cash 12,476 36,047 Investment in marketable securities 631 1,510 Current portion of accounts receivable from related parties - net 7,756 22,630 Current portion of advances to related parties - net 26 2,982 Note receivable from related party - net 9,100 9,100 Services fees receivable - net 22,208 26,987 Current portion of professional service contract - net 3,372 4,326 Real estate deposits and pre-acquisition costs 4,127 5,961 Properties held for sale including investments in unconsolidated real estate - net 22,468 78,708 Identified intangible assets and other assets held for sale - net 4,823 25,751 Prepaid expenses and other current assets 14,115 23,620 ----------- ----------- TOTAL CURRENT ASSETS 110,546 270,607 Accounts receivable from related parties - net 13,819 11,072 Advances to related parties - net 6,897 11,499 Professional service contracts - net 8,613 10,320 Investments in unconsolidated entities 3,341 8,733 Properties held for investment - net 82,808 88,699 Property, equipment and leasehold improvements - net 14,078 14,016 Identified intangible assets - net 96,455 100,631 Other assets - net 5,621 4,700 ----------- ----------- TOTAL ASSETS $342,178 $520,277 =========== =========== LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY Accounts payable and accrued expenses $61,179 $ 70,222 Due to related parties 1,992 2,447 Current portion of line of credit 62,709 63,000 Current portion of notes payable and capital lease obligations 984 333 Notes payable of properties held for sale 31,613 108,959 Liabilities of properties held for sale - net 2,376 9,257 Other liabilities 41,117 37,550 Deferred tax liability 4,822 2,080 TOTAL CURRENT LIABILITIES 206,792 293,848 Senior notes 16,277 16,277 Notes payable and capital lease obligations 107,953 107,203 Other long-term liabilities 11,262 11,875 Deferred tax liability 15,664 17,298 TOTAL LIABILITIES 357,948 446,501 Common stock 651 654 Additional paid-in capital 411,913 402,780 Accumulated deficit (428,931) (333,263) Other comprehensive loss (43) - ----------- ----------- Total Grubb & Ellis Company stockholders' (deficit) equity (16,410) 70,171 Noncontrolling interests 640 3,605 ----------- ----------- TOTAL (DEFICIT) EQUITY (15,770) 73,776 ----------- ----------- TOTAL LIABILITIES & (DEFICIT) EQUITY $342,178 $520,277 =========== =========== Grubb & Ellis Company Reconciliation of Net Loss to Adjusted EBITDA (in thousands) (Unaudited) Three Months Ended Nine Months Ended ------------------------------------------------------- September 30, September 30, September 30, September 30, 2009 2008 2009 2008 ------------- ------------- ------------- ------------- Net loss attributable to Grubb & Ellis Company $(21,359) $(56,282) $(95,668) $(67,960) Discontinued operations 535 15,126 1,005 18,690 Interest expense 3,741 2,947 12,490 9,928 Interest income (188) (234) (472) (757) Depreciation and amortization 3,504 4,884 8,368 13,692 Goodwill and intangible assets impairment 583 - 583 - Taxes 277 (15,943) 587 (23,124) ------------- ------------- ------------- ------------- EBITDA (1) (12,907) (49,502) (73,107) (49,531) Charges related to sponsored programs 7,183 16,296 21,604 16,296 Real estate related impairment 2,393 34,778 16,615 34,778 Write off of investment in Grubb & Ellis Realty Advisors, net - - - 5,828 Stock based compensation 2,552 2,851 8,733 8,484 Amortization of signing bonuses 1,888 1,891 5,703 5,635 Loss on marketable securities - 169 - 1,783 Merger related costs - 2,657 - 10,217 Amortization of contract rights - 193 - 1,179 Real estate operations (1,689) (2,157) (5,988) (7,438) Other 1,254 187 1,348 111 ------------- ------------- ------------- ------------- Adjusted EBITDA (1) $674 $7,363 $(25,092) $27,343 ============= ============= ============= ============= (1) EBITDA represents earnings before net interest expense, interest income, realized gains or losses on sales of marketable securities, income taxes, depreciation, amortization, discontinued operations and impairments related to goodwill and intangible assets. Management believes EBITDA is useful in evaluating our performance compared to that of other companies in our industry because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisition, which items may vary for different companies for reasons unrelated to overall operating performance. As a result, management uses EBITDA as an operating measure to evaluate the operating performance of the Company's various business lines and for other discretionary purposes, including as a significant component when measuring performance under employee incentive programs. However, EBITDA is not a recognized measurement under U.S. generally accepted accounting principles, or GAAP, and when analyzing the Company's operating performance, readers should use EBITDA in addition to, and not as an alternative for, net income as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not consider certain cash requirements such as tax and debt service payments. The amounts shown for EBITDA also differ from the amounts calculated under similarly titled definitions in the Company's debt instruments, which are further adjusted to reflect certain other cash and non-cash charges and are used to determine compliance with financial covenants and the Company's ability to engage in certain activities, such as incurring additional debt and making certain restricted payments. Grubb & Ellis Company Supplemental Data (in thousands except for properties acquired/disposed) (Unaudited) Three Months Ended Nine Months Ended ------------------------------------------------------- September 30, September 30, September 30, September 30, 2009 2008 2009 2008 ------------- ------------- ------------- ------------- Investment management revenue: Acquisition and loan fees $4,454 $6,269 $7,487 $30,538 Property and asset management fees 7,932 9,883 24,909 28,404 Disposition fees (excluding amortization of intangible contract rights) - 695 - 5,808 Amortization of intangible contract rights - (193) - (1,179) Other 2,443 7,462 11,516 20,909 ------------- ------------- ------------- ------------- Total investment management revenue $14,829 $24,116 $43,912 $84,480 ------------- ------------- ------------- ------------- Investment management data: Total properties acquired 1 6 6 46 Total aggregate purchase price $162,820 $209,850 $240,324 $1,046,533 Total properties disposed 1 2 6 9 Total aggregate sales value at disposition $11,250 $46,350 $103,384 $225,775 Total square feet under management 41,402 46,324 41,402 46,324 Assets under management (1) $5,807,964 $6,660,015 $5,807,964 $6,660,015 Equity raise: Non-traded real estate investment trust (2) $111,476 $183,279 $517,997 $396,123 Tenant-in-common 500 46,218 12,991 152,944 Private client accounts - 4,851 - 193,290 Other 30 10,622 2,032 18,143 ------------- ------------- ------------- ------------- Total equity raise $112,006 $244,970 $533,020 $760,500 ------------- ------------- ------------- ------------- (1) The value of assets under management is based on the original acquisition price of such assets. (2) Excludes capital raised through the dividend reinvestment program. Grubb & Ellis Company Segment Data (in thousands) (Unaudited) Three Months Ended Nine Months Ended ------------------------------------------------------- September 30, September 30, September 30, September 30, 2009 2008 2009 2008 ------------- ------------- ------------- ------------- MANAGEMENT SERVICES Revenue $67,456 $63,479 $199,636 $185,855 Compensation costs 9,315 8,118 27,702 28,550 Transaction commissions and related costs 2,192 2,062 7,346 6,625 Reimbursable salaries, wages, and benefits 48,333 44,391 142,601 131,084 General and administrative 2,357 2,033 8,043 6,356 ------------- ------------- ------------- ------------- Segment operating income (loss) 5,259 6,875 13,944 13,240 TRANSACTION SERVICES Revenue 46,321 57,502 118,793 173,191 Compensation costs 11,216 11,743 32,986 36,423 Transaction commissions and related costs 29,376 37,103 77,981 111,337 Reimbursable salaries, wages, and benefits 1 - 1 - General and administrative 7,705 8,466 25,459 26,975 ------------- ------------- ------------- ------------- Segment operating income (loss) (1,977) 190 (17,634) (1,544) INVESTMENT MANAGEMENT Revenue 14,829 24,116 43,912 84,480 Compensation costs 6,229 7,289 20,888 22,944 Transaction commissions and related costs 6 18 31 18 Reimbursable salaries, wages, and benefits 2,376 1,946 7,077 4,372 General and administrative 10,250 22,103 32,593 31,524 ------------- ------------- ------------- ------------- Segment operating income (loss) (4,032) (7,240) (16,677) 25,622 RECONCILIATION TO CONSOLIDATED NET LOSS: Total segment operating (loss) income (750) (175) (20,367) 37,318 Non-segment: Rental Operations, net of rental related expenses 2,537 3,782 6,595 9,918 Corporate overhead (compensation, general and administrative costs) (12,447) (15,751) (43,165) (43,667) Other operating expenses (10,221) (45,266) (38,056) (68,615) Other income (expense) 236 (6,133) (769) (13,646) ------------- ------------- ------------- ------------- Loss from continuing operations before income tax (provision) benefit (20,645) (63,543) (95,762) (78,692) Income tax (provision) benefit (277) 15,943 (587) 23,124 ------------- ------------- ------------- ------------- Loss from continuing operations (20,922) (47,600) (96,349) (55,568) Loss from discontinued operations (535) (15,126) (1,005) (18,690) ------------- ------------- ------------- ------------- Net loss $(21,457) $(62,726) $(97,354) $(74,258) ============= ============= ============= ============= Less: Net income (loss) attributable to the noncontrolling interests (98) (6,444) (1,686) (6,298) ------------- ------------- ------------- ------------- Net loss attributable to Grubb & Ellis Company $(21,359) $(56,282) $(95,668) $(67,960) ============= ============= ============= ============= DATASOURCE: Grubb & Ellis CONTACT: Janice McDill of Grubb & Ellis Company, +1-312-698-6707, Web Site: http://www.grubb-ellis.com/

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