-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G9CMH/lXKG6d2w7K7knm+QxuDSis9q1xP/+9UMRF6dYs+Nw8jX+Vp64I6MMiIIzO SMqCu6gKA02J6R88BkIdmw== 0000892569-08-001078.txt : 20080806 0000892569-08-001078.hdr.sgml : 20080806 20080806172234 ACCESSION NUMBER: 0000892569-08-001078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20080805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080806 DATE AS OF CHANGE: 20080806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRUBB & ELLIS CO CENTRAL INDEX KEY: 0000216039 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 941424307 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08122 FILM NUMBER: 08995849 BUSINESS ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3126986700 MAIL ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 8-K 1 a42754e8vk.htm FORM 8-K e8vk
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 5, 2008
GRUBB & ELLIS COMPANY
 
(Exact name of registrant as specified in its charter)
         
         
         
Delaware   1-8122   94-1424307
 
(State or other   (Commission   (IRS Employer
jurisdiction of   File Number)   Identification No.)
formation)        
1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705
 
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (714) 667-8252
Not Applicable
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

Item 2.02 Results of Operations and Financial Condition.
     On August 5, 2008, Grubb & Ellis Company (the “Company”) issued a press release and subsequently later that day held an earnings call reporting its results of operations for its second quarter of 2008 and for the six-month period ended June 30, 2008. Copies of the press release issued by the Company and a transcript of the earnings call held by the Company regarding the foregoing results are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)     The following is filed as an Exhibit to this Current Report on Form 8-K:
          99.1     Press Release issued by Grubb & Ellis Company on August 5, 2008.
          99.2     Transcript of Grubb & Ellis Company Second Quarter Earnings Call held on August 5, 2008.

 


Table of Contents

SIGNATURES
          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant’s behalf.
         
  GRUBB & ELLIS COMPANY
 
 
  By:   /s/ Richard W. Pehlke    
    Richard W. Pehlke   
    Chief Financial Officer and   Executive Vice President   
 
Dated: August 6, 2008

 

EX-99.1 2 a42754exv99w1.htm EXHIBIT 99.1 exv99w1
Exhibit 99.1
     
(GRUBB LOGO)
  Media Release
         
FOR IMMEDIATE RELEASE
  Contact:   Janice McDill, 312.698.6707
 
      janice.mcdill@grubb-ellis.com
Grubb & Ellis Company Reports
Second Quarter and First-Half 2008 Results
SANTA ANA, Calif. (Aug. 5, 2008) – Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today reported revenue of $167.0 million for the second quarter of 2008. Revenue for the six-month period ended June 30, 2008 was $327.5 million.
          The Company reported a net loss of $5.1 million, or $0.08 per share, for the second quarter. The net loss for the first six months of 2008 was $11.0 million, or $0.17 per share, which included a second quarter non-cash charge of $8.9 million for catch-up depreciation and amortization related to the reclassification of assets held for sale to assets held for investment. In addition, both the second quarter and year-to-date results include merger-related and integration costs of $4.7 million and $7.6 million, respectively, resulting from the Company’s December 2007 merger with NNN Realty Advisors, LLC.
          Earnings before interest, taxes, depreciation and amortization (EBITDA) for the second quarter of 2008 was $7.6 million, compared with EBITDA for the combined companies of $24.8 million in the same period a year ago. For the first half of 2008 EBITDA was $8.0 million, compared with a combined $30.1 million in the same period a year ago. Excluding certain non-cash and other items described throughout the release and on pages 12 and 14, second quarter and first-half 2008 adjusted EBITDA was $12.4 million and $20.1 million, respectively. (Combined non-GAAP supplemental disclosure follows this release.)
          “We continue to execute on our strategy and leverage our strong brand to maximize Company performance, despite very challenging market conditions,” said Gary Hunt, interim Chief Executive Officer. “Our solid results and continued financial strength highlight the benefits associated with, and need for, the expansion of our platform and revenue stream that we achieved through the merger. Going forward, we will continue to identify synergies and eliminate redundancies throughout the organization, further streamlining the business to operate efficiently in a turbulent environment.”
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Grubb & Ellis Company
1551 N. Tustin Avenue, Suite 300, Santa Ana, CA 92705 714.667.8252

 


 

2 – 2 – 2
08/05/08
Grubb & Ellis Company Reports Second Quarter and First-Half 2008 Results
Business Highlights
  Raised an aggregate of approximately $252 million in the Company’s investment programs during the second quarter, bringing the total equity raised for the year to approximately $516 million.
  Increased annualized cost saving synergies as a direct result of the merger during the second quarter to $17.5 million.
  Completed 21 property acquisitions totaling approximately $497.5 million for the Company’s investment programs during the second quarter of 2008.
  During the first-half of 2008, the Company entered into selling agreements for the Grubb & Ellis Healthcare REIT with three of the nation’s top five independent broker-dealers, increasing the number of registered representatives marketing this public non-traded REIT by approximately 50 percent.
  Enhanced the Company’s management team with the addition of seven executives in key management and operational roles.
  Grubb & Ellis Board of Directors authorized a share repurchase program of up to $25 million and suspended quarterly dividend payments following the payment of the second quarter dividend on July 22, 2008.
  Appointed Devin Murphy, a 22-year finance and real estate investment banking veteran, to the Company’s Board of Directors.
          “We remain on track with the integration process and continue to see additional value in the combination of the two companies,” said Richard W. Pehlke, Executive Vice President and Chief Financial Officer. “We are a much stronger organization, both operationally and financially, than we were a year ago, and remain excited about the opportunities ahead. With sustained strength in key areas, including the Healthcare REIT, we continue to expect that our diversified platform will position the Company to reach an adjusted EBITDA for fiscal 2008 that meets or exceeds the combined companies’ adjusted EBITDA of $74.8 million for 2007 on a non-GAAP basis.”
          The merger between Grubb & Ellis and NNN Realty Advisors was consummated on December 7, 2007. As required by generally accepted accounting principles (GAAP), the transaction was accounted for as a reverse merger. The Company’s results of operations commencing and subsequent to December 7, 2007 include the operations of the combined entity. Reported results of operations prior to December 7, 2007, including second quarter 2007 results, reflect only the operations of NNN Realty Advisors.
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3 – 3 – 3
08/05/08
Grubb & Ellis Company Reports Second Quarter and First-Half 2008 Results
COMBINED COMPANIES SUPPLEMENTAL DISCLOSURE
          In an effort to present a more complete financial and narrative description of the results of operations, the Company has also provided non-GAAP financial measures. The non-GAAP financial measures are intended to reflect the Company’s results of operations on a combined basis, exclusive of the total financial or accounting impact associated with the merger transaction, such as amortization associated with purchase price adjustments or identified intangible assets. The non-GAAP combined results for the three months ended June 30, 2007 do not purport to show the results as if the companies were merged as of January 1, 2007, but rather represent an arithmetic combination of results of the two companies, Grubb & Ellis and NNN Realty Advisors. Results do not reflect the elimination of transactions between the two companies and certain estimated synergies and expenses related to the combination of the two companies for the periods presented. (Please refer to the Combined Statements of Operations tables that follow.)
Second Quarter Operations
For the second quarter of 2008, the Company generated revenue of $167.0 million, compared with combined revenue of $182.7 million in the second quarter of 2007. The Company posted a second quarter net loss of $5.1 million in 2008, compared with net income of $11.3 million for the companies on a combined basis in the same period of 2007. EBITDA was $7.6 million for the second quarter of 2008, compared with combined EBITDA of $24.8 million in the second quarter of 2007. The 2008 EBITDA includes charges of $4.7 million in merger-related expenses, $3.2 million of non-cash stock based compensation, $0.6 million for amortization of certain intangible assets related to contract rights and $1.5 million of recognized loss on marketable equity securities due to other than temporary impairment, which were partially offset by $4.9 million of rental-related operations and other non-cash items. Excluding these items, adjusted EBITDA for the second quarter of 2008 was $12.4 million, compared with combined companies’ adjusted EBITDA of $27.4 million on the same basis for the second quarter of 2007. (See Tables)
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4 – 4 – 4
08/05/08
Grubb & Ellis Company Reports Second Quarter and First-Half 2008 Results
Six-Month Operations
For the first six months of 2008, the Company generated revenue of $327.5 million, compared with combined revenue of $331.2 million for the same period in 2007. The Company posted a net loss of $11.0 million during the first six months of 2008, compared with net income of $11.8 million for the companies on a combined basis in the first six months of 2007. EBITDA was $8.0 million for the first six months of 2008, compared with combined EBITDA of $30.1 million in the first six months of 2007. EBITDA for the first six months of 2008 includes the previously announced $5.8 million charge related to the Company’s write-off of its sponsorship of Grubb & Ellis Realty Advisors, $7.6 million in merger-related expenses, $5.7 million of non-cash stock based compensation, $1.0 million for amortization of certain intangible assets related to contract rights and $1.6 million of recognized loss on marketable equity securities due to other than temporary impairment. These charges were partially offset by $9.5 million of rental-related operations and other non-cash items. Excluding these items, adjusted EBITDA for the first six months of 2008 was $20.1 million, compared with combined companies’ adjusted EBITDA of $34.1 million for the first six months of 2007. (See Tables)
OPERATING SEGMENTS
Transaction Services
Transaction Services revenue for the second quarter of 2008, including brokerage commission, valuation and consulting revenue, was $56.5 million, compared with $82.4 million for the combined companies for same period a year ago. For the six month period ended June 30, 2008, the segment generated revenue of $115.7 million, compared with $145.6 million for the combined companies during the first six months of 2007. The Company’s Transaction Services business was negatively impacted by the current economic environment, which has reduced commercial real estate transaction velocity, particularly investment sales. This decrease in brokerage activity was partially offset by higher fees generated by the Company’s Corporate Services Group, which generates recurring revenue from real estate services provided to large corporate clients. During the first six months of 2008, the Corporate Services Group secured several significant new assignments and retained and expanded many of its existing relationships.
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5 – 5 – 5
08/05/08
Grubb & Ellis Company Reports Second Quarter and First-Half 2008 Results
Investment Management
Investment Management revenue for the second quarter of 2008, which includes transaction fees, captive management fees and dealer-manager fees, totaled $35.4 million, compared with fees of $41.0 million in the same period a year ago. Investment Management revenue for the first six months of 2008 totaled $61.5 million, compared with $70.5 million during the first six months of 2007. The growth in acquisition and management fees were offset by a decrease in disposition fees due to lower transaction volume year-over-year.
In total, approximately $252 million in equity was raised for the Company’s investment programs in the second quarter of 2008, compared with $221 million in the second quarter of 2007. For the six-month period ended June 30, 2008, approximately $516 million was raised for the Company’s investment programs, compared with $365 million raised during the first six months of 2007. This increase in equity raised was driven by additional equity raised by the Company’s non-traded public REITs as well as its new Wealth Management platform. During the first six months of 2008, the Company’s non-traded public REIT programs raised approximately $212.8 million, compared with $140.8 million in the same period of 2007. The Wealth Management platform placed $188.4 million in high quality real estate investments on behalf of investors during the first-half of 2008. The Company’s tenant-in-common 1031 exchange programs raised $106.7 million in equity during the first-half of 2008, compared with $224.4 million in the same period of 2007. At June 30, 2008, the value of the Company’s assets under management was $6.5 billion, up from $6.1 billion at March 31, 2008.
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6 – 6 – 6
08/05/08
Grubb & Ellis Company Reports Second Quarter and First-Half 2008 Results
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 $60.6 million for the second quarter of 2008, compared with $52.9 million for the combined companies for the same period a year ago. For the first six months of 2008, the Company reported Management Services revenue of $122.4 million, compared with $104.6 million for the combined companies in the same period of 2007. The increase is primarily a result of the Company’s strategy to transfer the management of a significant portion of Grubb & Ellis Realty Investors’ (formerly Triple Net Properties, LLC, a wholly owned subsidiary of NNN Realty Advisors) captive property portfolio to Grubb & Ellis Management Services, Inc. Since the close of the merger in December 2007, Grubb & Ellis Management Services has assumed management of approximately 25.8 million square feet of Grubb & Ellis Realty Investors’ 42.9 million-square-foot captive investment management portfolio. At June 30, 2008, Grubb & Ellis managed 218 million square feet of property, up from 178.1 million square feet at June 30, 2007.
Rental-Related Operations
Rental-related revenue and rental-related expense includes revenue and the related expense from the warehousing of properties held for investment or sale primarily related to the Company’s Investment Management programs and the Company’s prior affiliate Grubb & Ellis Realty Advisors, Inc., which has been liquidated and dissolved. The combined benefit from the operations for the properties held for sale is included in the Reconciliation of Net Income to EBITDA disclosure which follows the release and is identified as real estate operations. These line items also include pass-through revenue and related expense for master lease accommodations related to the Company’s tenant-in-common programs.
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7 – 7 – 7
08/05/08
Grubb & Ellis Company Reports Second Quarter and First-Half 2008 Results
Conference Call & Webcast
The Company’s 2008 second quarter earnings conference call will be held today at 11 a.m. ET. 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 1.800.591.6945 for domestic callers and 1.617.614.4911 for international callers. The conference call ID number is 80067069. An audio replay will be available beginning today at 1 p.m. ET until 7 p.m. ET on Tues., August 12, and can be accessed by dialing: 1.888.286.8010, and 1.617.801.6888 for international callers and entering conference call ID 26954360. In addition, the conference call audio will be archived on the company’s Web site following the call.
About Grubb & Ellis
Grubb & Ellis Company (NYSE: GBE) is one of the largest and most respected commercial real estate services and investment companies. With more than 130 owned and affiliate offices worldwide, Grubb & Ellis offers property owners, corporate occupants and investors comprehensive integrated real estate solutions, including transaction, management, consulting and investment advisory services supported by proprietary market research and extensive local market expertise.
Grubb & Ellis and its subsidiaries are leading sponsors of real estate investment programs that provide individuals and institutions the opportunity to invest in a broad range of real estate investment vehicles, including tax-deferred 1031 tenant-in-common (TIC) exchanges, public non-traded real estate investment trusts (REITs) and real estate investment funds. As of June 30, 2008, more than $3.6 billion in investor equity has been raised for these investment programs. The Company and its subsidiaries currently manage a growing portfolio of more than 218 million square feet of real estate. In 2007, Grubb & Ellis was selected from among 15,000 vendors as Microsoft Corporation’s Vendor of the Year. For more information regarding Grubb & Ellis Company, please visit www.grubb-ellis.com.
Forward-looking Statement
Certain statements included in this announcement may constitute forward-looking statements regarding, among other things, future revenue growth, market trends, new business opportunities and investment programs, synergies resulting from the merger of Grubb & Ellis Company and NNN Realty Advisors, 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) 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 Company’s 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 current and new investment programs; (vi) the success of new initiatives and investments; (vii) 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; and (viii) other factors described in the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2007 and 10-Q for the quarter ended March 31, 2008, filed with the SEC.
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8 – 8 – 8
08/05/08
Grubb & Ellis Company Reports Second Quarter and First-Half 2008 Results
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 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 may not be comparable to similarly titled measures reported by other companies.
TABLES FOLLOW
###

 


 

Grubb & Ellis Company
Statements of Operations
(in thousands)
(Unaudited)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,     June 30,     June 30,  
    2008     2007 (1)     2008     2007 (1)  
REVENUE
                               
Transaction services
  $ 56,540     $     $ 115,689     $  
Investment management (2)
    35,433       41,001       61,527       70,466  
Management services
    60,620             122,376        
Rental related
    14,372       4,411       27,926       8,060  
 
                       
TOTAL REVENUE
    166,965       45,412       327,518       78,526  
 
                       
 
                               
OPERATING EXPENSE
                               
Compensation costs
    38,100       10,987       73,095       22,124  
Transaction commissions and related costs
    38,429             78,793        
Reimbursable salaries, wages, and benefits
    44,125       3,323       89,117       5,777  
General and administrative
    22,419       10,456       44,110       19,720  
Depreciation and amortization
    13,419       483       18,475       1,006  
Rental related
    9,479       3,137       18,615       6,056  
Interest
    4,438       1,963       10,124       3,485  
Merger related costs
    4,691       61       7,560       61  
 
                       
Total operating expense
    175,100       30,410       339,889       58,229  
 
                       
 
                               
OPERATING (LOSS) INCOME
    (8,135 )     15,002       (12,371 )     20,297  
 
                       
 
                               
OTHER (EXPENSE) INCOME
                               
Equity in (losses) earnings of unconsolidated entities
    (184 )     310       (6,198 )     479  
Interest income
    217       722       523       1,267  
Other (expense) income
    (1,971 )     937       (1,988 )     1,068  
 
                       
Total other (expense) income
    (1,938 )     1,969       (7,663 )     2,814  
 
                       
 
                               
(Loss) income from continuing operations before income tax provision
    (10,073 )     16,971       (20,034 )     23,111  
Income tax benefit (provision)
    4,943       (6,895 )     9,088       (9,384 )
 
                       
(Loss) income from continuing operations
    (5,130 )     10,076       (10,946 )     13,727  
Loss from discontinued operations
    16       158       (36 )     144  
 
                       
NET (LOSS) INCOME
  $ (5,114 )   $ 10,234     $ (10,982 )   $ 13,871  
 
                       
 
                               
Basic earnings per share:
                               
(Loss) income from continuing operations
  $ (0.08 )   $ 0.24     $ (0.17 )   $ 0.33  
Loss from discontinued operations
    0.00       0.00       (0.00 )     0.00  
 
                       
Net (loss) earnings per share
  $ (0.08 )   $ 0.24     $ (0.17 )   $ 0.33  
 
                       
 
                               
Diluted earnings per share:
                               
(Loss) income from continuing operations
  $ (0.08 )   $ 0.24     $ (0.17 )   $ 0.33  
Loss from discontinued operations
    0.00       0.00       (0.00 )     0.00  
 
                       
Net (loss) earnings per share
  $ (0.08 )   $ 0.24     $ (0.17 )   $ 0.33  
 
                       
 
                               
Shares used in computing basic net earnings per share
    63,600 (3)     41,943       63,561 (3)     41,943  
Shares used in computing diluted net earnings per share
    63,600       42,056       63,561       42,022  
 
(1)   In accordance with Generally Accepted Accounting Principles (GAAP), the operating results for the three and six months ended June 30, 2007 only includes the results of legacy NNN Realty Advisors.
 
(2)   The investment management segment represents legacy NNN Realty Advisors’ transaction, management and dealer-manager businesses.
 
(3)   The affect of common stock equivalents were excluded from the computation of diluted earnings per share as they were anti-dilutive.

Page 9


 

Grubb & Ellis Company
Condensed Balance Sheet Data
(in thousands)
(Unaudited)
                 
    June 30,   December 31,
    2008   2007
Cash and cash equivalents
  $ 29,702     $ 49,072  
Real estate held for investment and other related assets, net
    324,858       341,279  
Goodwill and identified intangible assets, net *
    274,901       274,791  
Total assets
    869,179       975,732  
Line of credit
    63,000       8,000  
Mortgage loans secured by real estate held for investment
    227,500       257,500  
Total liabilities
    469,109       548,362  
Stockholders’ equity
    391,141       408,645  
 
*   Excludes identified intangible assets related to real estate held for investment
 
    Real estate held for investment primarily consists of five properties previously held for sale known as Danbury Corporate Center, 6400 Shafer, Abrams Centre, 200 Galleria and Avallon. These properties generated combined revenue of approximately $10.3 million and $19.7 million, rental-related expenses of approximately $5.4 million and $10.2 million and interest expense of approximately $3.2 million and $8.0 million, for the three and six months ended June 30, 2008, respectively. The Company also recorded depreciation and amortization expense related to these properties of approximately $9.6 million during the six months ended June 30, 2008 which included an $8.9 million charge for catch-up depreciation and amortization for those assets previously classified as held for sale.

Page 10


 

Grubb & Ellis Company
Combined Statements of Operations
(in thousands)
                                 
    Three Months Ended     Three Months Ended  
    June 30, 2008     June 30, 2007  
    (Unaudited)     (Unaudited)  
    Grubb & Ellis     NNN Realty     Grubb & Ellis     Combined  
    Company     Advisors     Company     Companies (1)  
REVENUE
                               
Transaction services
  $ 56,540     $     $ 82,377     $ 82,377  
Investment management (2)
    35,433       41,001             41,001  
Management services
    60,620             52,873       52,873  
Rental related
    14,372       4,411       2,046       6,457  
 
                       
TOTAL REVENUE
    166,965       45,412       137,296       182,708  
 
                       
 
                               
OPERATING EXPENSES
                               
Compensation costs
    38,100       10,987       23,183       34,170  
Transaction commissions and related costs
    38,429             54,495       54,495  
Reimbursable salaries, wages, and benefits
    44,125       3,323       37,616       40,939  
General and administrative
    22,419       10,456       12,548       23,004  
Depreciation and amortization
    13,419       483       2,434       2,917  
Rental related
    9,479       3,137       1,252       4,389  
Interest
    4,438       1,963       1,459       3,422  
Merger related costs
    4,691       61       2,337       2,398  
 
                       
Total operating expense
    175,100       30,410       135,324       165,734  
 
                       
 
                               
OPERATING (LOSS) INCOME
    (8,135 )     15,002       1,972       16,974  
 
                       
 
                               
OTHER (EXPENSE) INCOME
                               
Equity in (losses) earnings of unconsolidated entities
    (184 )     310       74       384  
Interest income
    217       722       97       819  
Other (expense) income
    (1,971 )     937             937  
 
                       
Total other (expense) income
    (1,938 )     1,969       171       2,140  
 
                       
 
                               
(Loss) income from continuing operations before income tax provision
    (10,073 )     16,971       2,143       19,114  
Income tax benefit (provision)
    4,943       (6,895 )     (1,113 )     (8,008 )
 
                       
(Loss) income from continuing operations
    (5,130 )     10,076       1,030       11,106  
Loss from discontinued operations
    16       158             158  
 
                       
NET (LOSS) INCOME
  $ (5,114 )   $ 10,234     $ 1,030     $ 11,264  
 
                       
 
(1)   To provide additional insight into its underlying results of operations, the Company has also presented selected non-GAAP financial measures intended to reflect its results of operations on a combined basis and such numbers are exclusive of the total financial or accounting impact associated with the merger transaction, such as amortization associated with purchase price adjustments or identified intangible assets. These non-GAAP combined results do not purport to show the results as if the companies were merged as of January 1, 2007, but rather is an arithmetic combination of the results of the two companies, Grubb & Ellis and NNN Realty Advisors. Results do not reflect the elimination of transactions between the two companies and certain estimated synergies and expenses related to the combination of the two companies for the periods presented.
 
(2)   The investment management segment represents legacy NNN Realty Advisors’ transaction, management and dealer-manager businesses.

Page 11


 

Grubb & Ellis Company
Reconciliation of Combined Net Income to Adjusted EBITDA
(in thousands)
                                 
    Three Months Ended     Three Months Ended  
    June 30, 2008     June 30, 2007  
    (Unaudited)     (Unaudited)  
    Grubb & Ellis     NNN Realty     Grubb & Ellis     Combined  
    Company     Advisors     Company     Companies (1)  
Net (loss) income
  $ (5,114 )   $ 10,234     $ 1,030     $ 11,264  
Interest expense
    4,438       1,963       1,459       3,422  
Interest income
    (217 )     (722 )     (97 )     (819 )
Depreciation and amortization
    13,419       483       2,434       2,917  
Taxes
    (4,943 )     6,895       1,113       8,008  
 
                       
EBITDA (2)
    7,583       18,853       5,939       24,792  
 
                               
Stock based compensation
    3,150       1,155       988       2,143  
Loss (gain) on marketable securities
    1,524       (974 )           (974 )
Merger related costs
    4,691       61       2,337       2,398  
Amortization of contract rights
    563       1,014             1,014  
Real estate operations
    (4,943 )     (1,455 )     (794 )     (2,249 )
Other
    (125 )     362       (75 )     287  
 
                       
Adjusted EBITDA (2)
  $ 12,443     $ 19,016     $ 8,395     $ 27,411  
 
                       
 
(1)   To provide additional insight into its underlying results of operations, the Company has also presented selected non-GAAP financial measures intended to reflect its results of operations on a combined basis and such numbers are exclusive of the total financial or accounting impact associated with the merger transaction, such as amortization associated with purchase price adjustments or identified intangible assets. These non-GAAP combined results do not purport to show the results as if the companies were merged as of January 1, 2007, but rather is an arithmetic combination of the results of the two companies, Grubb & Ellis and NNN Realty Advisors. Results do not reflect the elimination of transactions between the two companies and certain estimated synergies and expenses related to the combination of the two companies for the periods presented.
 
(2)   EBITDA represents earnings before net interest expense, interest income, realized gains or losses on sales of marketable securities, income taxes, depreciation and amortization. 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.

Page 12


 

Grubb & Ellis Company
Combined Statements of Operations
(in thousands)
                                 
    Six Months Ended     Six Months Ended  
    June 30, 2008     June 30, 2007  
    (Unaudited)     (Unaudited)  
    Grubb & Ellis     NNN Realty     Grubb & Ellis     Combined  
    Company     Advisors     Company     Companies (1)  
REVENUE
                               
Transaction services
  $ 115,689     $     $ 145,558     $ 145,558  
Investment management (2)
    61,527       70,466             70,466  
Management services
    122,376             104,640       104,640  
Rental related
    27,926       8,060       2,524       10,584  
 
                       
TOTAL REVENUE
    327,518       78,526       252,722       331,248  
 
                       
 
                               
OPERATING EXPENSES
                               
Compensation costs
    73,095       22,124       46,282       68,406  
Transaction commissions and related costs
    78,793             96,516       96,516  
Reimbursable salaries, wages, and benefits
    89,117       5,777       76,116       81,893  
General and administrative
    44,110       19,720       26,481       46,201  
Depreciation and amortization
    18,475       1,006       4,856       5,862  
Rental related
    18,615       6,056       1,581       7,637  
Interest
    10,124       3,485       1,954       5,439  
Merger related costs
    7,560       61       2,337       2,398  
 
                       
Total operating expense
    339,889       58,229       256,123       314,352  
 
                       
 
                               
OPERATING (LOSS) INCOME
    (12,371 )     20,297       (3,401 )     16,896  
 
                       
 
                               
OTHER (EXPENSE) INCOME
                               
Equity in (losses) earnings of unconsolidated entities
    (6,198 )     479       209       688  
Interest income
    523       1,267       360       1,627  
Other (expense) income
    (1,988 )     1,068             1,068  
 
                       
Total other (expense) income
    (7,663 )     2,814       569       3,383  
 
                       
 
                               
(Loss) income from continuing operations before income tax provision
    (20,034 )     23,111       (2,832 )     20,279  
Income tax benefit (provision)
    9,088       (9,384 )     777       (8,607 )
 
                       
(Loss) income from continuing operations
    (10,946 )     13,727       (2,055 )     11,672  
Loss from discontinued operations
    (36 )     144             144  
 
                       
NET (LOSS) INCOME
  $ (10,982 )   $ 13,871     $ (2,055 )   $ 11,816  
 
                       
 
(1)   To provide additional insight into its underlying results of operations, the Company has also presented selected non-GAAP financial measures intended to reflect its results of operations on a combined basis and such numbers are exclusive of the total financial or accounting impact associated with the merger transaction, such as amortization associated with purchase price adjustments or identified intangible assets. These non-GAAP combined results do not purport to show the results as if the companies were merged as of January 1, 2007, but rather is an arithmetic combination of the results of the two companies, Grubb & Ellis and NNN Realty Advisors. Results do not reflect the elimination of transactions between the two companies and certain estimated synergies and expenses related to the combination of the two companies for the periods presented.
 
(2)   The investment management segment represents legacy NNN Realty Advisors’ transaction, management and dealer-manager businesses.

Page 13


 

Grubb & Ellis Company
Reconciliation of Combined Net Income to Adjusted EBITDA
(in thousands)
                                 
    Six Months Ended     Six Months Ended  
    June 30, 2008     June 30, 2007  
    (Unaudited)     (Unaudited)  
    Grubb & Ellis     NNN Realty     Grubb & Ellis     Combined  
    Company     Advisors     Company     Companies (1)  
Net (loss) income
  $ (10,982 )   $ 13,871     $ (2,055 )   $ 11,816  
Interest expense
    10,124       3,485       1,954       5,439  
Interest income
    (523 )     (1,267 )     (360 )     (1,627 )
Depreciation and amortization
    18,475       1,006       4,856       5,862  
Taxes
    (9,088 )     9,384       (777 )     8,607  
 
                       
EBITDA (2)
    8,006       26,479       3,618       30,097  
 
                               
Write off of investment in Grubb & Ellis Realty Advisors, net
    5,828                    
Stock based compensation
    5,681       2,598       1,155       3,753  
Loss (gain) on marketable securities
    1,614       (1,112 )           (1,112 )
Merger related costs
    7,560       61       2,337       2,398  
Amortization of contract rights
    986       1,821             1,821  
Real estate operations
    (9,512 )     (2,441 )     (943 )     (3,384 )
Other
    (75 )     738       (210 )     528  
 
                       
Adjusted EBITDA (2)
  $ 20,088     $ 28,144     $ 5,957     $ 34,101  
 
                       
 
(1)   To provide additional insight into its underlying results of operations, the Company has also presented selected non-GAAP financial measures intended to reflect its results of operations on a combined basis and such numbers are exclusive of the total financial or accounting impact associated with the merger transaction, such as amortization associated with purchase price adjustments or identified intangible assets. These non-GAAP combined results do not purport to show the results as if the companies were merged as of January 1, 2007, but rather is an arithmetic combination of the results of the two companies, Grubb & Ellis and NNN Realty Advisors. Results do not reflect the elimination of transactions between the two companies and certain estimated synergies and expenses related to the combination of the two companies for the periods presented.
 
(2)   EBITDA represents earnings before net interest expense, interest income, realized gains or losses on sales of marketable securities, income taxes, depreciation and amortization. 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.

Page 14


 

Grubb & Ellis Company
Supplemental Data
(in thousands)
(Unaudited)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,     June 30,     June 30,  
    2008     2007     2008     2007  
Investment management revenue:
                               
Acquisition fees
  $ 14,046     $ 12,775     $ 24,928     $ 20,669  
Property and asset management fees
    9,491       8,859       17,315       17,307  
Disposition fees (excluding amortization of intangible contract rights)
    4,370       7,920       5,113       12,251  
 
Amortization of intangible contract rights
    (563 )     (1,014 )     (986 )     (1,821 )
Other (1)
    8,089       12,461       15,157       22,060  
 
                       
Total investment management revenue
  $ 35,433     $ 41,001     $ 61,527     $ 70,466  
 
                       
 
                               
Investment management data:
                               
Total properties acquired
    21       18       41       36  
Total aggregate purchase price
  $ 497,456     $ 444,518     $ 846,382     $ 923,548  
 
Total properties disposed
    5       8       7       15  
Total aggregate sales value at disposition
  $ 143,350     $ 267,575     $ 179,425     $ 521,732  
 
                               
Assets under management
  $ 6,507,080     $ 4,886,032     $ 6,507,080     $ 4,886,032  
 
                               
Equity raise:
                               
Tenant-in-common
  $ 54,617     $ 120,648     $ 106,726     $ 224,396  
Non-traded real estate investment trust
    138,665       100,505       212,844       140,787  
Wealth management
    51,073             188,439        
Other
    7,521             7,521        
 
                       
Total equity raise
  $ 251,876     $ 221,153     $ 515,530     $ 365,183  
 
                       
 
(1)   Decrease in other investment management revenue a result of lower tenant-in-common equity raise.

Page 15

EX-99.2 3 a42754exv99w2.htm EXHIBIT 99.2 exv99w2
Exhibit 99.2

     (RTFC LOGO)
(G & E CO. LOGO)
MANAGEMENT DISCUSSION SECTION
Operator: Thank you for your patience and welcome to the second quarter 2008 Grubb & Ellis Earnings Conference Call. My name is Candus, and I’ll be your coordinator for today. At this time all participants are in listen-only mode. After that prepared remark we will conduct the question-and-answer session. [Operator Instructions].
I would now like to turn the presentation over to your host for today’s conference Mr. Mike Rispoli, Senior Vice President of Investor Relations, sir you may proceed.
Michael Rispoli, Senior Vice President of Investor Relations
Thank you operator good morning and welcome Grubb & Ellis’s second quarter earnings conference call. Thank you for joining us today. This morning we issued a press release announcing our financial results for the second quarter of 2008. This release is posted on our website at www.grubb-ellis.com. This call has been webcast live and will be archived and available for replay. The replay may be access from the Investor Relations section of our website.
In just moment we will provide commentary on our results and then we will open up the call for Q&A.
First, I would like to remind you that comments made during this call may include certain forward-looking statements, actual results and the timing of certain events could materially differ from forward-looking information discussed on this call. Factors that may cause such results to differ are set forth in this morning’s press release and the company’s filings with the Securities Exchange Commission.
The merger between Grubb & Ellis and NNN Realty Advisors was completed on December 7, 2007. As required by generally accepted accounting principles, the transaction was accounted for as a reverse merger with NNN as the accounting acquirer.
Accordingly, the company’s results of operations commencing on and subsequent to December 7, 2007 include the operations of the combined entity.
Results of operations prior to that date including second quarter 2007 results reflect only the operations of NNN.
In an effort to present a more complete financial and narrative description of the results of operations, the company has also provided non-GAAP financial measures. The non-GAAP financial measures are intended to reflect the company’s results of operations on a combined basis exclusive of the total financial or accounting impact associated with the merger transaction. Such as amortization associated with purchase price adjustments are identified intangible assets.
These financial measures also exclude the impact of non-cash stock based compensation; rental related operations, primarily with respect to certain assets held for investment and other non-cash items.
The non-GAAP combined results for the three months ended June 30, 2007 do not purport to show the results as if the companies were merged as of January 1, 2007 but rather represent an arithmetic combination of the results of the two companies.
Results do not reflect the elimination of transactions between the companies and certain estimated synergies and expenses related to the combination for the periods presented. As required by SEC
         
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     (RTFC LOGO)
(G & E CO. LOGO)
regulations, we have provided reconciliations of these non-GAAP measures to what we believe are the most directly comparable GAAP measures in our earnings release and related 8-K filing.
With that I will turn the call over to Gary Hunt, our Interim Chief Executive Officer for opening remarks.
Gary Hunt, Interim Chief Executive Officer
Thank you, Mike. And Good morning everyone. Joining me in today’s call is Rich Pehlke our Chief Financial Officer and Jack Van Berkel our Chief Operating Officer, Jeff Hanson, President of Grubb & Ellis Realty Investors, is also here with us this morning and will be available to respond to any of the questions.
We’re pleased to have the opportunity this morning to review our second quarter performance and update you on the progress achieved by Grubb & Ellis as we continue the post merger integration process and leverage our expanded platform.
As you know I became the company’s Interim CEO on July 10th, upon the resignation of Scott Peter’s. I would like to reaffirm that the Scott has retained his roles as Chairman and Chief Executive Officer of Grubb & Ellis Healthcare REIT and Executive Vice President of the Grubb & Ellis Apartment REIT. And we are very pleased to continue to have Scott’s involvement and advise as we move forward.
Presently we are in the early stages of our search for a permanent CEO. In the interim I am working closely with the executive management team to ensure that we continue to move forward with our merger integration process. And execute on our overall growth strategy.
Today, my colleagues and I will discuss current market conditions their impact on our businesses and how we are responding to these conditions.
Additionally, we will update you on our progress regarding the merger integration as well as our overall goal to make Grubb & Ellis a leading global real estate services and investment firm.
First, I would like to highlight key quarterly financial results. Grubb & Ellis reported second quarter 2008 revenue of $167 million compared with revenue of $182.7 million for the combined companies in second quarter 2007.
The company posted a second quarter net loss of 5.1 million compared with net income of 11.3 million for the companies on a combined basis in the same period of 2007.
Adjusted EBITDA which excludes certain charges, specifically non-cash stock compensation and the impact of assets held for sale — for the second quarter was $12,400,000 compared with 27,400,000 for the companies on a combined basis in the second quarter of 2007.
For the first six-months of 2008, Grubb & Ellis generated revenue of $327.5 million compared with revenue of $331.2 million for the companies on a combined basis, in the first six months of 2007.
The company posted a net loss of $11 million for the first half of 2008 compared with net income of 11.8 million for the companies on a combined basis in the first half of 2007.
Adjusted EBITDA was 20.1 million for the first half of 2008 compared with the combine companies adjusted EBITDA of 34.1 million for the first half of 2007.
         
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     (RTFC LOGO)
(G & E CO. LOGO)
Let me pause for a moment and point out that it is extremely important to put these numbers into context in light of current market conditions.
The economic slowdown and tightening credit conditions that are brought to capital markets to virtual halt began one year ago. Prior to the slowdown the commercial real state industry was extremely healthy and Grubb & Ellis and NNN Realty Advisors like its peers were benefiting from a robust capital markets and commercial real estate environment.
Given the significant headwinds that we are currently facing. We at Grubb believe that our results for the quarter and so far in 2008 are strong. They represent the resiliency and diversified nature of our business.
Now, I will spend a few minutes reviewing present market conditions.
Today capital markets continue to struggle with non-issuance of CMBS. Loans are available from banks and insurance companies, but many banks are focused on maintaining their capital reserves to guard against further losses in their residential loan portfolios.
While insurance companies are said to be already pumping up against their annual allocations to commercial real estate. Consequently while capital for development and investment transactions remains available, it is more difficult to obtain with lower loan to value ratios and more onerous terms such as the return of recourse lending.
As a result, commercial real estate investment volume was down 69% industry wide in the first half of the 2008 versus the first half of 2007. Cap rates are experiencing upward pressure with analyst estimate surprise declines ranging from as low as 10% to as high as 30%.
Additionally, rising vacancies and softening rental rates are expected to result in some forced asset sales by investors particularly, those who’ve purchased in the last couple of years with the help of higher leverage and overtly optimistic or aggressive performance.
We expect the gap between buyer and seller expectations to close slowly property-by-property as sales are consummated. More forced sales are likely to come to market and delinquency and foreclosure rates are expected to rise.
Although it may take the capital market longer to recover, there is a large amount of private and an institutional capital waiting in the wings to scoop up those properties where the bargains finally began to appear which for help to drive transactional volume sooner.
The U.S. commercial real estate leasing markets also started to slow in the second quarter although the labor market is shedding jobs at a surprisingly gradual pace.
Job losses are nevertheless being felt in the leasing markets in the from of rising vacancy rates, moderate negative absorption and more generous concession packages for tenants.
Though absorption activity is only modestly negative, a fair amount of space remains in the construction pipeline. As this space is delivered it will push vacancy rates higher though on a pace we believe will be moderate and to levels that we also believe are expected to fall short of the peaks reached in last soft cycle in 2001.
Leasing market conditions are expected to soften for all property types at least through year-end. With the greatest softening expected in the retail market followed by office, industrial and apartment.
 
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     (RTFC LOGO)
(G & E CO. LOGO)
As noted in our earnings release Grubb & Ellis’s second quarter 2008 results clearly benefited from the company’s expanded platform. The diversification of our investment programs which produce stable annuity income contributed to our 41% increase in our equity raise year-over-year.
Our tenant-in-common programs continued to source equity and make acquisitions on behalf of investors albeit at a slower pace than last year. The lower equity raise with respect to our TIC programs was offset by the increased equity flowing into our two non-public traded REITs and our recently introduced wealth management platform.
During the first half of 2008, we entered into selling agreements for the Grubb & Ellis Healthcare RIET with LPL, NPH and AIG, three of the five largest independent broker dealers in the country.
These agreements considerably expand the distribution of our public and non-traded Healthcare RIET and will allow us to attract equity at a greater pace.
Another past if take away was the fact that assets under management, also increased during the quarter to 6.5 billion from 6.1 billion at March 31st 2008. Since the beginning of the year assets under management have grown by 12%.
Like our investment business our management services businesses produces stable annuity income. Management services fees increased 15% during the quarter over the period your period — prior year period.
Conversely our transaction services business which derives fees from brokerage sales and leasing, saw a 31% decrease in revenue year-over-year.
Investments sales activity for this business segment was down by 52%.
In spite lower transaction velocity, the current environment is prompting many companies to cut costs, which is leading to a growth in outsourcing. This trend bodes well for our global client services business, which is positioned to deliver record results in 2008. To the first half of 2008, our global client services practice retained all of its major client relationships and in many cases expanded those relationships.
We recently renewed and expanded our scope of transaction and facilities management work for several key clients including A.J. Gallagher, Quest, SAFECO and United Stationers.
In addition we have added several new Fortune 1000 corporate clients since the start of the year including a large multi market engagement for a Fortune 50 financial services firm.
While current market conditioning — conditions are challenging Grubb & Ellis has been making progress against our stated objectives and seeing the benefits from the post merger expansion of our platform, which has diversified our revenue base.
Additionally we are continuing to realize the cost and revenue synergies created by the merger and are on track to achieve our integration goals.
Let me conclude by reiterating that our plan is to ensure that Grubb & Ellis is fully positioned to help our clients take advantage of the opportunities that exist, both in the current market and as conditions began to improve.
We believe that we are taking the steps necessary to bring that plan to fruition. We have been navigating well through a challenging market by responding quickly to changing market conditions and remaining focused on servicing our clients.
 
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With that I’d like to turn the call over to Rich Pehlke our Chief Financial Officer.
Richard W. Pehlke, Executive Vice President and Chief Financial Officer
Thank you, Gary. Good morning everyone. As Gary, indicated current market conditions are extremely difficult and as a result our 2008 results are being impacted. We do not anticipate conditions improving significantly in the near term.
We continue to manage our business conservatively and have taken a number of actions to respond to the current environment.
Second quarter revenue decreased approximately 8% year-over-year, which was primarily the result of lower transaction services fees as well as lowered disposition fees associated with our investment program.
Both the direct results of weak market conditions the company reported a net loss of 5.1 million for the quarter. The loss was primarily due to a catch up depreciation and amortization expense related to classifying five real estate properties as held for investment rather than held for sale.
This re-class resulted in a one time non-cash pre-tax charge of 8.9 million for the quarter. Also during the quarter, we recorded 4.7 million of merger related cost 3.2 million of non-cash stock based compensation, 600,000 for amortization of certain intangible assets and 1.5 million of recognize loss and marketable securities.
These charges were partially offset by 4.9 million of rental related operations and other non-cash items.
Based on approximately 63.6 million average shares outstanding during the quarter, the company reported a loss of $0.08 per share, again also the $5.1 million net loss.
EBITDA was 7.6 million for the quarter adjusted EBITDA which excludes the charges I outlined earlier specifically the non-cash stock compensation and the impact of assets held for sale and merger related cost was 12.4 million compared with 27.4 million during the prior year period.
We continue to expect to meet or exceed 2007 adjusted EBITDA goal, the goal of adjusted EBITDA was 74.8 million which meets or exceeds last year’s number. This expectation is based on the following assumptions.
Continued growth in the equity raises of our non-traded REIT and TIC programs we expect to raise significantly more equity in these programs during the second half of the year as compared to the first largely due to our increased broker dealer platform that Gary outlined.
In addition we expect a 15 to 25% increase in transaction services revenue compared with the first half of 2008 and we will also realized cost synergies from the actions completed during the first half of ‘08.
Grubb & Ellis is leveraging it to the expanded platform and strategic initiatives including an expanded broker dealer network and its strong brand. And will position the company for growth and expansion both in the second half of 2008 and beyond.
At the same time, we continue to keep a close hand on expenses. We continue to identify synergies and maximize operating efficiencies as a result of the merger. To date we have identified more than 17.5 million in annual cost savings, some of these savings are being re invested in key talent to insure that we are positioned optimally for when the market recovers.
 
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But at the same time in response to the current economic environment, we are keeping a tight reign on expanses. We have imposed a higher increased for non-essential positions through the organization and have implemented other cost saving measures to insure that our expenses are in line with our revenue expectations.
The majority of our expenses are related to compensation and reimbursable cost directly related to revenue production.
G&A represent the 13% of the revenue for the quarter. More importantly G&A costs are lowered compared to the second quarter of ‘07 on a combined basis.
As I mentioned earlier our bottom line was adversely impacted by the overall expense burden of five properties recently reclassified as held for investments.
Just a reminder these five properties were sourced, two of them came from pre-merger with NNN Realty of the strategic office fund strategy of value added properties and three assets that were brought to the merger for Grubb & Ellis through a special acquisition corporation strategy of value added assets.
These assets are performing at or above expected levels on an operating basis and we have added their operating income back into our EBITDA calculation. However, as we’ve said repeatedly these assets are not core to our long-term strategy.
We are continuing to examine ways to maximize value from our investment and are considering all options in the very timely manner.
As most of you know, our credit facility contain provisions requiring us to sell the three assets purchased for Grubb & Ellis Realty Advisors by September 30, 2008.
In cooperation with our bank partners we’re pleased to announce that we have amended our credit facility to allow us to hold these specific assets until March 31, 2009.
We finished the quarter with 29.7 million of cash and cash equivalents up from the 24.8 million at March 31. During the quarter we drew down 25 million on our credit facility and as of June 30, we have 63 million outstand in our facility. 14 million of that draw down was used to retire mezzanine debt on one of the assets held for investment. And 6.5 million which used to fund the first quarter ‘08 cash dividend.
Other sources and uses of cash during the quarter were essentially breakeven. On a year-to-date basis the company reported revenue of 327.5 million compared with 331.2 million in the first six months of ‘07.
For the first half of 2008 the company reported a net loss to common stock holders of 11 million compared with net income of 11.8 million in the year-ago period. For the first six months ‘08, EBITDA was 8 million compared with 30.1 million during the same period of ‘07. Adjusted EBITDA for the first six months of ‘08 was 20.1 million versus 34.1 million for the first six months of ‘07.
The primary drivers for the year-over-year decline in adjusted EBITDA are a decline in transaction services revenue of 29.9 million. And 7 million decline in disposition fee revenue.
We expect this trend to continue as rising cap rate and different expectations between buyer and sellers, result in a longer holding period for some of our investment products.
 
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These decreases that I underlined were partially offset by the recurring revenue from the increase in square feet and assets under management and the beginning effects of receiving synergies resulting from the merger.
Since Gary detailed the factors driving the services business and predominantly all the adjusted EBITDA generated in the first half of ‘08 came from our investment and management business.
I’ll focus my segment comments on the investment business. Second quarter investment and management revenue totaled $35.4 million compared with $41 million in the same period a year ago. The growth in acquisition and management fees were more than offset by a decrease in disposition fees due to lower transaction volume year-over-year.
During the quarter our public non-traded REITs and our wealth management platforms continued to perform extremely well.
As a result our investment program raised an aggregate of 252 million of equity during the second quarter. This compares favorably to a total equity raise of 221 million a year ago. For the year, the company’s investment programs raise approximately 516 million compared with 365 million in 2007.
Our public non-traded REITs raised approximately 138.7 million during the second quarter up 38% from the equity raised in quarter of ‘07 and the equity rates continues to accelerate as our new broker dealers begins to ramp up the marketing of our products.
For the first half of the year, non-traded REIT products have raised approximately 212.9 million of equity up from 140.8 million raised the year earlier.
The equity raise reflects both the strong investment appeal of our REIT products under the Grubb & Ellis brand and the strength of our proprietary REITs in the alternative investment sector.
The continued success of our REITs and the relationships that we are building within the broker dealer network will be instrumental in reaching our goals for ‘08 and beyond.
Since the beginning of the year, our wealth management program our newest investment platform has placed approximately 188 million in a variety of high quality real estate assets on behalf of high network individuals and corporations.
Our traditional tenant-in-common 1031 exchange programs raised approximately 106.7 million during the first half of 2008 compared with 224.4 million year ago. We expect the equity raise in this investment product to pick up in the second half of the year despite of significantly lower total market.
Our financial position as sponsor should bring continued opportunity to gain market share in an environment where many competitors are not as strongly capitalized during the second quarter of ‘08 Grubb & Ellis Realty Investors completed 21 acquisitions valued in access of $497 million.
As of June 30th approximately 25.8 million square feet of properties Grubb & Ellis Realty Investors capital management portfolio has been successfully transitioned to our management services subsidiary. Grubb & Ellis Management Services.
At June 30th, 2008 Grubb & Ellis managed approximately 218 million square feet of the property. Before I close my remarks I would like to briefly address our decision to institute a share repurchase program. Allowing us to repurchase up to 25 million of company’s common stock and the suspension of our quarterly dividend payments.
 
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By utilizing a portion of our liquidity to repurchase shares at current levels we will have been in greater financial flexibility to invest in growth opportunities as well as create shareholder value for our stockholders.
The plan is in place and will commence in third quarter.
Overall we believe the company is in sound financial position. We will remain diligent with regard to cost cutting and growth opportunities and we’ll stay focused on delivering the best possible results for our shareholders.
At this point I’d like to ask Jack Van Berkel to update you on our merger and integration efforts.
Jack Van Berkel, Executive Vice President, Chief Operating Officer and President of Transaction Services
Thanks, Rich. And hello everyone as you know one of our priorities since the closing of the merger has been to integrate NNN Realty Advisors and Grubb & Ellis Company. This process in the road to the success of the merger not only from a client service standpoint but also from a cost and revenue perspective.
Since we last spoke to you in May we are pleased to say that we have had identified an additional 1 million in expense synergies. This brings the total to more than 17.5 million in identified and annualized cost savings. For our accomplishments and perspective it is important to reiterate the rationale behind the merger of Grubb & Ellis and NNN Realty Advisors.
While the industry continues to consolidate, our merger with NNN Realty Advisors was unique and there was little overlap of products and services. Instead it has provided an opportunity combine Grubb & Ellis brand string broad footprint and real estate services with the earnings power and investment expertise of one of the leadings sponsors of alternative real estate products.
Ultimately creating a new company because that has all of the elements necessary to became one of the leading providers of real estate services and investment products.
As we integrate the two companies, we are focused on creating a more streamlined organization that allows us to recognize the benefits associated with the merger.
All of our actions have been designed to support the goals, of one cross selling of real estate services and investment products, and capitalizing on the synergies of our businesses. Two, leveraging the strength of the Grubb & Ellis brand to expand the broker dealer network of our 1031 tenant-in-common exchange and public non-traded REIT products. And three building a global platform that offers real estate services and investment products to anyone from the largest corporate users and institutional investors to individuals who believe real state as an important part of their investment portfolio.
With regard to cross selling our new go-to-market strategy which was launched on July 1st more closely integrates our service delivery platform. We believe this new structure will allow us to more effectively service our clients. As they increasingly expect holistic solutions from service providers. As well as better insulate Grubb & Ellis from the types of market conditions we are seeing today.
Our new structure is designed to seamlessly integrate our transaction management services and investment platforms.
Local managing directors are responsible for the profitability of the respective regions and will be supported by senior management and corporate service directors to insure that our clients are best
 
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served. This structure will be further supported by an operations infrastructure focused on reporting metrics and data. Just last week, Jim Jones has spent his last three years as Executive Vice President of Operation till CB Richard Ellis joined us.
Jim led the same title as Grubb & Ellis as charged with billing and infrastructure that postures operational excellence. Jim has just won several new hires may over the past several months and is representative of our focused and attracting top talent and strengthening our platform. But in the past several weeks, we also have the Chuck Hunt, a 20-year veteran of the Southern California real estate market was returning to Grubb & Ellis to run our LA county brokerage operations.
On the investment side, we announced John Caley, an 18-year veteran on the commercial real estate investment market had joined the firm from Meridian Value Partners to over see the acquisition and disposition process for investment programs.
Since the beginning of the year, we’ve added 7 key individuals in the senior operational business development positions. We also continue to attract high quality talent within our local offsets. As both Gary and Rich have mentioned, our goal is to balance a need to match our business for current market conditions with our goal building in diversified global platform of products and service offering.
As we all know, the market will recover and when it does, Grubb & Ellis will be more prepared than ever to service to need of its corporate and institutional clients and individual investors.
Despite market conditions and the pace of change within our organization, morale remains extremely high. As witnessed by our recent personal announcements, the opportunity to be a part of an organization that’s provide additional learning opportunity to its professionals and the unique product sectors clients attracts top talent. Although we continue to actively replace our lower performing broker’s professional with high quality producers, we have seen almost no turnover among our top producers which is extremely encouraging.
The strength of the Grubb & Ellis brand has quickly become a competitive advantage for our investment products. Probably one of our biggest successes to date has been our ability to expand our broker dealer network, primarily as a result of the Grubb & Ellis brand.
As Gary mentioned, since the close of the merger, we have entered into selling the agreements for the Grubb & Ellis top share deal with LTO and NPH and AIG, three of the five largest independent broker dealers in the country. These agreements more than doubled the number of register reps eligible to market the healthcare read and has resulted in our ability to attract equity at a greater pace that has increased the name recognition for Grubb & Ellis and all our products and services.
With each new broker dealer that comes aboard, we also expand the Grubb & Ellis brand. We have more than 1800 real estate brokers in tens of thousands of financial reps in each in the field each day discussing our company and its product with our clients.
Before I turn the call over to Gary for concluding remarks, I want to reiterate how pleased I am with the progress we have made, particularly in the phase of a challenging market environment, and I believe the company is better positioned for both current conditions as well as the eventual rebounding market. Our integrations is on track and we continue to add the talent and resources that allow Grubb & Ellis to deliver best-in-class service ability to its employees and long-term value to its stockholders. Gary?
 
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Gary Hunt, Chief Executive Officer
Thank you, Jack. Thank you, Rich. To summarize the quarter, we continue to integrate our organization and execute our growth strategy while keeping a tight reign on costs. Our expanded platform and the resulting cross selling opportunities as well as our ability to leverage the Grubb & Ellis brand to expand the distribution channel for our investment products is helping to mitigate the impact of the current market conditions.
We are focused on continuing to position Grubb & Ellis for the future, both through organic growth and strategic acquisitions. So that we are poised to maximize our earnings potential as the market recovers. As we move forward with our growth strategy, Grubb & Ellis has and will continue to keep its focus and attention squarely where it belongs. And that is on its clients to through avenues of our success and focused on our shareholders, our investors.
Before taking your questions, I would like to make a couple of comments related to the composition of our board. Last month, we announced that Devin Murphy joined our Board of Directors. I would like to take this opportunity to welcome Devin and say how pleased we are to have someone of his caliber as a member of the board of Grubb & Ellis. Devin brings more than 22 years of financial and real estate investment banking expertise and has worked at some of the largest financial institutions in the world, including Deutsche Bank and Morgan Stanley.
We conducted an extensive search prior to Devin’s appointment and could not be more pleased with his outcome.
And I’d like to just iterate as a former member of NNN Board and a member of the Board of Grubb & Ellis and now the Interim CEO that the same rationale for merging Grubb & Ellis and NNN Realty Advisors in December 2007, still exist today.
We are very pleased with the progress of our company to date, we are very pleased with the expansion of our platforms and we are very pleased with the foundation its laying for the future and we continue to execute on the objectives outlined and our growth strategy.
At this point I would like to open up the call to your questions. Sitting here as I indicated we have Rich, Jack and Jeff and myself and will be glad to answer any questions that you may have.
So operator please open up take their any questions that are up now.
 
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▬ QUESTION AND ANSWER SECTION
Operator: Thank you, sir [Operator Instructions] Our first question will come from the line of Will Marks of JMP Securities.
<Q — William Marks>: Thank you, good morning everyone. I had couple of questions, one is on the TIC business can you discuss, I missed beginning of the call if you made some comments. But on your market share in that area of your business?
<A — Richard Pehlke>: Hi, Will, this is Rich; we currently are holding about 15% share in the TIC business.
<Q — William Marks>: And would you say that has changed I know some competitors have gone out of business, it’s a tough environment?
<A — Richard Pehlke>: I think it’s relatively flat, we’ve seen soft conditions in the overall market as some competitors have suffered because of their capital structure or the weaker conditions. We actually think it will be an opportunity for us to gain share as year progresses and as we indicated in my comments we’re confidence we’ll raise more equity in the second half of the year.
<Q — William Marks>: Okay. And then on the brokerage side what was your broker head count at quarter’s end you added brokers?
<A — Richard Pehlke>: Our total head count was 867 which is down a about a little about probably 30 or 28 brokers from the March 31st.
<Q — William Marks>: And is that something that you had strived for meaning are you cutting back or have you lost brokers or their firms?
<A — Richard Pehlke>: We continue to look in our it’s constant adds and take away if you will, there is some churn some by our desire, some by others it’s a tough market where as you know most of the broker environment is such that, they don’t get paid if they don’t do transactions and so some people use this an opportunity to find a different career path. We have not been as aggressive in hiring as we have in years passed through. I think we’ve said many a times we are focusing much more on productivity, rather than just numbers of brokers. And some of the changes that I think, Jack, outlined in his comments. The go-to-market strategy are directly related to driving growth in productivity in the broker trends.
<A — Jack Van Berkel>: Will, its, Jack, we’re definitely in the market though we’re — we’ve got a lot of recruiting going in specific markets we’ve outlined the critical needs that we have going foreword. We’ve got some specific objectives here in the next six months. All along we’ve been telling our brokerage community that’s all around productivity, not around headcounts. So obviously number one metric we’re focused on is continuing to drive that overall broker productivity. But we’re definitely in the market and we’re definitely making some critical hires in the individual markets.
<Q — William Marks>: And when you are recurring what are — I realize you have a very strong national name, the throughout Grubb & Ellis, can you explain in addition to that is it splits or you as splits. I assume they aren’t that different from many of the other national players that may be you can comment there?
<A — Jack Van Berkel>: Our splits are a little bit higher than the national players obviously we have a bit of compensation advantage, but obviously we are looking to take other pieces of the platform to our managed, right. So obviously we have an investment platform that we’re leveraging, culturally we are trying to differentiate ourselves a little bit from the big players and as we continue to expand the services platform with dealent hailers [ph]. That’s obviously a big advantage to us. I
 
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mean we don’t want to be CB or JLO. We want to create a unique space for ourselves in the marketplace and culturally as well.
<A — Richard Pehlke>: I think I wanted to this is a good question, I think underline one of the reasons for the merger. Basically it brings — multiple platforms to the transactional services side to the brokerage business, it doesn’t exist with a lot of our competitors and that I think is boding well as we are talking with the brokerage community as we are recruiting this top notch brokers. The Jack has referenced earlier in his comments. So and the comments we’re getting back from the brokers that are joining us that are leaving very good positions with very good companies, that they are very excited about combination of platforms that have created at new Grubb & Ellis.
<Q — William Marks>: Okay. And then couple of questions on the remainder of the year and then I will give up the floor. But you gave some guidance of 15 to 25% transaction revenue growth in the second half and that is replaced with brokerage platform is that correct?
<A>: That’s correct.
<Q — William Marks>: And how can we get there in this environment that seems to be a lot of growth?
<A — Richard Pehlke>: Well and I think again there has to be in context where I said it’s 15 to 25% higher than the first half of this year and you remember, Will, that seasonally we are much weaker in the first quarter of the year our strongest quarter is expected to be the fourth quarter of this year we have a larger mix of leasing revenue versus transaction sales revenue. So when you really kind of look at those that expectation of against probably the prior year you are still talking to pretty significant decrease year-over-year. We’re pretty reflective of market conditions, so it really it’s not that high of a bar relative to what see in our mix of business and what’s in our pipelines and expectations, again at the end of the day we can’t make transactions happen. But we think it is a very achievable number at this point.
<A>: Will, we have done obviously to an extent of look into each individual market we’ve forecasted based upon each of those individual markets we’ve taken the current situation into account and we’re feeling very confident about that number, second half of the year.
<Q — William Marks>: Not actually this leads to my final question on second half and that is if you do expect the brokerage to be down obviously on the revenues side. I know that’s not a huge part of the business anymore but the simple numbers are you guys would need to in order to hit last year’s number, it appears you need to earn about 55 million of EBITDA in the second half versus about 40-41 in the second half of ‘08, may be there are some synergies but even if there were 15 million of synergies you’d be assuming that flat EBITDA second half after EBITDA been down 41% in the first half of the year. So how do you make that up, its just seems almost impossible?
<A — Richard Pehlke>: Well, it’s a challenge, I wouldn’t use the word impossible because we believe we can hear up but I think there are couple of things that drive that, number one, our cost structure is such that any kind of uplift we get on the transaction side pretty well falls through at the margin, like we have talk about. We’ve held our G&A cost almost constant now for six quarters.
So the combination of synergies across our expanded base and any uplift in the revenue on the transaction side will fall through on the margin and the investment platform side its all driven by the growth in the equity raise and additional assets under management as well as effect that we’d be doing more acquisitions with the equity raise. It’s a fee driven business very high margin. And so its we’re successful in getting the equity and the door and putting that to work. And we believe we can that certainly from our history and from our capability is a very doable number in terms of what we can crank through in six months we should be able to generate high margin fee based business in the second half of the year.
 
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<Q — William Marks>: Okay. That’s very helpful, thanks guys.
<A>: Thank you.
Operator: Our next question will come from the line of Brandt Sakakeeny of Deutsche Bank. Please proceed.
<Q — Brandt Sakakeeny>: Thanks, first one only for brand, just wondering the fee, the year-over-year corporate head count number, just obviously you noticed that you have been pretty aggressive in adding to your just in your leadership ranks, as you mentioned during prepared remarks. So just wondering, if the synergies are not coming on the headcounts and where might be they coming from?
<A>: Well I don’t have the exact number in front of me of corporate headcounts, because we are in the process that still merging the organizations and kind of whether we call person to corporate or support operation for the operations and you can almost get too definitive, I think, overall it’s relatively flat — some of the hires we have made have been in areas that would drive operational business, not necessarily corporate overhead. We’re still looking to take corporate overhead out of the business, on a going forward basis and become a more streamline organization.
So from the standpoint, we’re trying to put investment dollars in reinvesting synergy savings in areas where we can drive revenue. And Jack, you could speak that.
<A — Jack Van Berkel>: Brandt, this is Jack. I mean obviously, we are a service based company. So when you are taking out million and millions of dollars with synergy cost that’s coming typically from one area, that’s head count. So obviously what we’ve done is, we’ve streamlined the organization significantly, even though you have seen a lot of announcements from us specific to individual heirs, a vast majority of the cost...the cost cutting has come out of that head count ranks. So it’s a mix, it’s a mix issue, and I would say that there is been a lot more coming out and there is been going in even though the ones coming in were incredibly pleased with.
<A>: In addition to that I would just add to that, a lot of the overhead is come out has been in the operational lines in particular some of the legacy group business from the standpoint that we were much more... we weren’t as synergistic about our go-to-market strategy that Jack out lined, and through the efforts that Jack and Dylan Taylor have done in terms of bringing the businesses together. We have got a lot more efficiency in the senior ranks now of the services side of the business.
<Q — Brandt Sakakeeny>: Okay. That’s helpful color. I guess then as a follow up just given Scott’s decision to step down and continue to run the non traded reads. What safeguards are in place to assure that the market reason remain in house given that they are independently governed. Can you talk about the dynamics there of the independent leadership?
<A>: Well I — first of all the success of what we’ve experienced in Healthcare REIT, is probably is the best safeguard that we have from the standpoint depth and I am going back to a comment Gary made earlier about the rational for the merger. One of the rational under the investment product side was now being the operations and with the Grubb & Ellis platform and Grubb & Ellis brand. And I think the numbers speak for themselves, a significant increase in participation of the broker dealer networks as we have been driven by the fact that this is now a branded product that has real presence in the real estate market. And a lot of people understand the sense behind what we are trying to do.
So I think the board, the independent board of REIT, there is a very constructive relationship with us as a sponsor. They understand the value of growing the REITs Scott has indicated at every
 
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turns that he is totally dedicated to helping make that successful. And so far that’s been the case and so we think that’s the best safeguard we could have.
<A>: And Chris, I would just add. I have had numerous conversations with Scott and he is a very committed to making the Healthcare REIT successful, very committed to continuing the relationship with Grubb & Ellis as are the members of the Healthcare REIT Board. So I think the partnership that’s been created with the two entities is as secure as one could imagine and we are moving forward in a very positive way.
<Q — Brandt Sakakeeny>: Okay, great. And then I guess finally back to sort of second half expectations and clearly may be the biggest towards the sort of the upside there, related to the first half as your expectations on the investment management side, is that the highest margin business that you run. I guess how often are you that, these new relations decided in your prepared remarks with the broker dealers and significantly does increase the selling exposure and the market, how confident are you that it will really make immediate impact, I mean is there not going to be some sort of rep time education process that new brokers need to undertake before they can really hit the ground running with these products. Can you just help us understand that?
<A>: Chris, I may call on Jeff Hanson to comment on that foresight.
<A — Jeffrey Hanson>: Good morning Chris. Thanks for the question. I would site LPL as an example in the first call at 90 to 120 days of them signing selling agreement if memory serves correctly. They place over $40 million in equity, into the Healthcare REIT and again that was over the first three months. So there is — we expect tremendous amount of upside not on the NNPL [ph] as they continue to ramp up process. But we also have appropriate strategy to get AIG and NPA ramped up in equally as quickly over merit.
<Q — Brandt Sakakeeny>: Okay Thanks guys.
<A>: Thank you.
<A>: Thanks Chris.
Operator: Our next question will come from the line of Robert Riggs of William Blair & company, please proceed.
<Q — Robert Riggs>: Good morning everyone, going back to the investment management business for a second, have you included any additional equity raise for wealth management business in terms of your assumptions for the rest of the year?
<A — Richard Pehlke>: Well in corporate it is in our thoughts and we haven’t articulated, exact number is some impact from the wealth management, that is a much more opportunistic strategy. We are constantly working to market that platform, both through marketing efforts, our website et cetera, but again a lot of that can be driven off the results of transaction businesses and transaction volume in the market. So we have not built too heavy of reliance so there is probably more upside than downside in our forecast in wealth management.
<Q — Robert Riggs>: Okay.
<A>: Is lower, it’s lower margin.
<Q — Robert Riggs>: Okay.
<A>: So its lower margins, less impacted.
 
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(RTFC LOGO)
(G & E CO. LOGO)
<Q — Robert Riggs>: Okay great. And then looking at given the balance between seen opportunities in a difficult market environment in terms of adding new producers and then also new businesses, new geographic areas. How are you balancing that against the efforts to contain cost?
<A — Richard Pehlke>: Well, I mean Jack, and I both can speak to that. The bottom line this and Jack, said it well earlier this still is a services business. And it’s a human capital based services business in many aspects. So on the services side especially if we see good talent we would not hesitate for the right opportunity to either take a run at hiring new talent or adding to our — in to our talent next. But we always balance that every time regardless of market conditions, against received expectations what the return on investment will be. That’s really what we investing in this business. So, when opportunity arises the beauty of it is that now with the merged companies it just had an impact in terms of making us more attractive place to be.
<A — Jack Van Berkel>: And then we had a whole set of metrics. Internally we go through in terms every time we hire someone and we look at obviously the whole cost model associated with that individual. But, I’ll tell Robert, it’s well based upon the consolidation we’re seeing in the overall market. There is a lot of talent out there right now, and we know that the market will turn and we’re going to need that talent to expand our business. So we’re looking very closely at the talent that is available to us right now. And there is significant talent that it is attracted to us right now.
<A — Gary Hunt>: Robert, this is Gary, I’d just add that, not all that we watch the cost side of bringing the new talent on but, what is exiting to me as I’m watching this process is that there are very-very-very good people out there, that are in very good positions in their company’s and we are very excited about what the model that Grubb & Ellis has created and they are willing to come over here. And that I think speaks a lot to what has happened here at this company post merger. So on one end we are watching the past we are watching the overhead. But on the other hand we are going to make sure that we get the very best people out there to move our platform score rate.
<Q — Robert Riggs>: Great. And then just finally you talked about some success with the corporate services group given the difficult environment this company is coming to you to provide those services. So can you just discuss some of those kind of recent wins, are you seeing better margin in those businesses and really how are you win those relationships?
<A — Gary Hunt>: I think overall the marching that business tends to remain relatively flat you know I don’t think this dynamics of the pricing metrics change all that much year-over-year, I think it really comes down to the quality of service and to give credit to our people, Dylan Taylor and his team have done an outstanding job in terms of bringing the entire platform to bear as we’ve talked with our clients and prospective customers in terms of what we can offer as a service organization and that we have a well result to actually deliver — everything from the recognition and we’ve talked about many times last year, been Microsoft’s Vendor of the Year has carried forward in to the level of quality that we have delivered is a tough. As the service base business and so I think at the end of the day, it comes down to reputation and delivery and that’s a direct result of having quality people run the organization.
<Q — Robert Riggs>: Right, great thank you.
Operator: Our next question will come from the line of Claus Saderheim [ph] of Deutsche Bank. Please proceed.
<Q>: Hi, I have got the question on the repurchase program. You’re planning to buyback 25 million shares you have got it — like 23 million in cash. So assuming that we are going to buy that 4, the $100 million. Is that the project that will take years and come out of cash from operating activities? The other sources of cash that I didn’t catch on to?
 
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(RTFC LOGO)
(G & E CO. LOGO)
<A — Richard Pehlke>: That’s an excellent question, the authorization just to be clear the authorization for our share repurchase program is that we may purchase up to 25 million shares between the now and 2009. 25 million shares, excuse me, 25 million shares through the end of the next calendar year. We will implement that repurchase program on a time-to-time basis. We’ve got a structure program ready that we put in place as I indicated in my remarks.
Speaking about the cash flow of the business, it is important to understand that our cash flow is — seasonal in nature along with our business we are cash use business in the first half of the year and primarily cash generation business in the last half of the year much of that relates to how we manage our working capital particularly in services side of business and where there are many things that get deferred at the end of the year and then paid down at the beginning of year with the expectations we’ve outlined for revenue and profitability, we are cash flow positive business to the combination of that and we do have expectations that we would be returning capital from the five assets that have outlined in my remarks. We should have more than enough liquidity to meet of our investment needs as well as implement a share repurchase program and again to be clear its $25 million of our shares over the course through 2009.
<Q>: May be I misunderstood it it’s $25 million worth of stock its not 25 million shares.
<A>: Right.
<Q>: Okay, great thanks.
<A>: You’re welcome.
Operator: Our next question will come from the line of Rod Hans [ph] of Key Point Capital.
<A>: Hi, Rod.
<Q>: Hi, how are you doing? Thanks for taking my call. Can you detail the cost savings synergies that you increased in the overall synergies and even else?
<A — Gary Hunt>: Well I think we’ve been fairly clear about this. This is primarily head count driven. It’s the removal of duplicate overhead, and of combining the services side of the business, particularly on the transaction services and management services side and the number that we’ve outlined is an annual rate of savings. Some of that money has been reinvested back in the business for some of our new hires. And we will also realize cost saving as the year continues to progress and into ‘09, on a year-over-year basis.
<Q>: Okay. And then, have you given estimates for your overall equity raise for ‘08?
<A — Gary Hunt>: We haven’t given — we haven’t given estimates for, as I indicated — we have raised, just over $500 million from the first half of the year and if — if you take will raise significantly more than that we expecting in the second half. So that will put us well over $1 billion.
<Q>: Okay and then have you seen any gains in the non-traded market share?
<A — Gary Hunt>: Significantly we moved from 11 I believe at the end of the first quarter to 7 to 8 at the end of the second quarter if memory serves correctly on the Healthcare REIT, we expect that trajectory with the addition of new selling agreements by significant broker dealers to hopefully put us on the top five by the end of the third quarter.
<Q>: Got it. Okay thanks I have no other question.
<A>: Thank you.
 
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(RTFC LOGO)
(G & E CO. LOGO)
Operator: [Operator Instructions].
Gary Hunt, Interim Chief Executive Officer
Okay great. Well, ladies and gentlemen thank you very much for taking our call. We certainly look forward to any question you might have don’t hesitate to call any one of us during today or at any time we are happy to respond and we certainly appreciate our relationship and our trust and confidence in us. Have a great day. Thank you.
Operator: Thank you for your participation. You may now disconnect. Have great day.
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-----END PRIVACY-ENHANCED MESSAGE-----