EX-99.1 2 dex991.htm PRESS RELEASE Press Release

EXHIBIT 99.1

 

LOGO    FOR IMMEDIATE RELEASE

 

    CONTACTS:     

Andrew Batinovich, President and CEO

          

Stephen R. Saul, Executive Vice President and CFO

          

Phone: 650.343.9300 Fax: 650.343.7438

          

www.glenborough.com - shareholderservices@glenborough.com

 

GLENBOROUGH REPORTS THIRD QUARTER 2005 RESULTS

 

SAN MATEO, CALIFORNIA, October 26, 2005 — Glenborough Realty Trust (NYSE: GLB, GLB PrA) reported the following results for the third quarter ended September 30, 2005:

 

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS For the third quarter of 2005, the Company had net income available to common stockholders of $26.8 million, or $0.74 per diluted common share, as compared with $0.4 million or $0.01 per share for the third quarter of 2004. The third quarter of 2005 included a $27.6 million gain on sale, or $0.77 per diluted common share, as compared with a $0.7 million gain on sale, or $0.02 per diluted common share, for the third quarter of 2004. Year-to-date 2005, the Company had a net loss available to common stockholders of ($6.0) million or ($0.17) per diluted common share as compared with net income available to common stockholders of $8.4 million or $0.27 per diluted common share for the same period in 2004.

 

FUNDS FROM OPERATIONS (FFO) For the third quarter of 2005, FFO was $15.7 million or $0.40 per diluted common share. In comparison, the third quarter 2004 FFO was $15.5 million or $0.44 per diluted common share. Included in the third quarter of 2005 were impairment charges of approximately $1.0 million; the reversal of a prior impairment charge of approximately $1.3 million and charges of approximately $0.2 million related to losses on early extinguishment of debt. Excluding these items, FFO for the third quarter of 2005 was $15.5 million or $0.40 per diluted common share. Included in the third quarter of 2004 were charges of approximately $2.0 million, or $0.06 per diluted common share, related to losses on early extinguishment of debt. Excluding these charges, FFO for the third quarter of 2004 was $17.5 million, or $0.50 per diluted common share.

 

400 South El Camino Real n San Mateo, California 94402-1708

www.glenborough.com


GLENBOROUGH REALTY TRUST

 

Year-to-date 2005, FFO was ($16.9) million, or ($0.43) per diluted common share, as compared with $43.2 million, or $1.25 per diluted common share, for the same period in 2004. Included in 2005 are impairment charges of approximately $59.2 million, or $1.51 per diluted common share; the reversal of a prior impairment charge of approximately $1.3 million, or $0.03 per diluted common share; charges of approximately $3.3 million, or $0.08 per diluted common share, related to losses on early extinguishment of debt; and charges of approximately $5.9 million, or $0.15 per diluted common share, associated with the redemption of preferred stock. Excluding these items, FFO was $50.2 million, or $1.28 per diluted common share and does not include gains on sale of $54.2 million. Included in year-to-date 2004 FFO were charges of approximately $2.0 million, or $0.06 per diluted common share, related to losses on early extinguishment of debt and charges of approximately $8.0 million, or $0.23 per diluted common share, associated with the redemption of preferred stock. Excluding these charges, FFO was $53.2 million, or $1.54 per diluted common share.

 

PROPERTY DISPOSITIONS

 

In the third quarter, the Company sold four properties for a total consideration of $77.7 million and recognized gains on sale of $27.6 million. Subsequent to quarter end, the Company sold two assets for total consideration of $41.3 million. Through the date of this release, the Company has sold 13 assets for total consideration of $245 million with gains on sale of $66.3 million (including the two assets sold subsequent to the end of the quarter).

 

PROPERTY ACQUISITIONS

 

The Company acquired Capitol Place III in Washington, D.C. Capitol Place III consists of a 12-story, Class “A” office building totaling 212,779 square feet, located in Washington, D.C.’s Capitol Hill submarket. The building is three blocks from the U. S. Capitol building, one block from Union Station, and is part of Capitol Place, one of the largest projects in the District of Columbia. Capitol Place is a one million square foot mixed-use project, located on nearly an entire city block bounded by New Jersey Avenue, F Street, and First Street, N.W. The Capitol Place project is composed of four buildings – three office buildings and a full service, 264-room Washington Court Hotel-situated around a central atrium.

 

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400 South El Camino Real n San Mateo, California 94402-1708

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GLENBOROUGH REALTY TRUST

 

The Company also acquired 33 New Montgomery a 20-story, Class “A” office tower located in the San Francisco Financial District. The building, totaling 241,794 rentable square feet, is located at the corner of Market and New Montgomery streets adjacent to the Montgomery Street BART Station offering exceptional access to San Francisco’s multi-modal transportation system. The building is also located within two blocks of the Transbay Terminal. Additionally the property is located within  1/2 mile of Interstate 80 and Highway 101 offering access to the East Bay, Oakland and the Peninsula.

 

Andrew Batinovich, President and CEO commented, “We are expecting another $150 million in dispositions over the next two quarters which will complete the portfolio realignment out of the mid-west which we announced earlier this year. Pricing on the dispositions has been stronger than we anticipated. The acquisition environment continues to be challenging, but we intend to redeploy the capital from our dispositions effort either into new assets in our core markets directly or through joint ventures and/or repurchasing our stock”.

 

PORTFOLIO PERFORMANCE

 

Overall portfolio occupancy increased from 88.3% to 89.9% during the third quarter. Same store office net operating income declined by 2.4% as compared with the third quarter of 2004. The Company’s largest markets are Washington, D.C. (26% of net operating income), Southern California (19%), Northern New Jersey (13%), Boston (10%) and San Francisco (9%). Additional details on the portfolio can be found in the Company’s Supplemental Report which is available at www.glenborough.com.

 

BALANCE SHEET, OPERATING RATIOS, STOCK REPURCHASE

 

At quarter-end, Glenborough had $864.7 million of debt with a 51% ratio of debt to total market capitalization. Fixed rate debt comprises 84% of all debt outstanding at quarter-end. Subsequent to quarter end, the Company repurchased 946,600 common shares at an average price of $18.79 per share.

 

DIVIDENDS

 

On September 15th, the Board of Directors declared a dividend of $0.35 per share of common stock for the third quarter of 2005. This dividend was paid on October 14, 2005 to stockholders of record on October 1, 2005. Additionally, the Board of Directors declared a dividend of $0.484375 per share on

 

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400 South El Camino Real n San Mateo, California 94402-1708

www.glenborough.com


GLENBOROUGH REALTY TRUST

 

the Company’s 7.75% Series A Convertible Preferred Stock. This dividend was paid on October 14, 2005 to stockholders of record on September 23, 2005 and represented an annualized dividend of $1.9375 per share of Preferred Stock.

 

CONFERENCE CALL

 

Glenborough will host a conference call to discuss these matters on Wednesday, October 26th, 2005 at 1:30 p.m. Eastern Time (10:30 a.m. Pacific Time). Interested parties can listen to the call by calling 1-800-946-0719, confirmation number 3183740 preferably 5-10 minutes before the scheduled time. In addition, a replay of the call will be available until Friday, October 28th 2005 at 5:00 p.m. Pacific Time at 1-888-203-1112, confirmation number 3183740.

 

Glenborough is a REIT which is focused on owning high quality, multi-tenant office properties concentrated in Washington D.C., Southern California, Northern New Jersey, Boston and Northern California. The Company has a portfolio of 55 properties encompassing approximately 10 million square feet as of September 30, 2005.

 

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400 South El Camino Real n San Mateo, California 94402-1708

www.glenborough.com


GLENBOROUGH REALTY TRUST

 

SUMMARY FINANCIAL DATA

(unaudited; in thousands, except per share data)

 

     QUARTER ENDED

    YEAR TO DATE

 
     SEP 30 05

    SEP 30 04

    SEP 30 05

    SEP 30 04

 
                       (As restated)  

Net income

   $ 28,609     $ 3,719     $ 5,299     $ 26,293  

Net income (loss) available to Common Stockholders

     26,797       410       (6,041 )     8,366  

Funds from operations (FFO)

     15,651       15,519       (16,892 )     43,160  

Per diluted common share

                                

Net income (loss) available to Common Stockholders

   $ 0.74     $ 0.01     $ (0.17 )   $ 0.27  

Funds from operations (FFO)

     0.40       0.44       (0.43 )     1.25  

Dividends declared per common share outstanding

   $ 0.35     $ 0.35     $ 1.05     $ 1.05  

Payout ratio

                                

Dividend payout ratio (FFO)

     87.5 %     79.5 %     N/A       84.0 %

Excluding One-Time Charges

                                

Funds from operations (FFO)

   $ 0.40     $ 0.50     $ 1.28     $ 1.54  

Dividend payout ratio (FFO)

     87.5 %     70.0 %     82.0 %     68.2 %

 

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400 South El Camino Real n San Mateo, California 94402-1708

www.glenborough.com


GLENBOROUGH REALTY TRUST

 

GLENBOROUGH REALTY TRUST

Consolidated Statements of Operations

(unaudited, in thousands, except share and per share amounts)

 

     For the Three Months Ended

    For the Nine Months Ended

 
     Sep 30 ‘05

    Sep 30 ‘04

    Sep 30 ‘05

    Sep 30 ‘04

 
                       (As restated)  

Operating Revenue

                                

Rental revenue

   $ 40,490     $ 36,512     $ 116,967     $ 107,677  

Fees and reimbursements, including from related parties

     849       757       3,302       2,618  
    


 


 


 


Total operating revenue

     41,339       37,269       120,269       110,295  
    


 


 


 


Operating Expenses

                                

Property operating expenses

     13,891       11,614       39,563       35,013  

General and administrative

     3,424       3,006       10,634       9,176  

Depreciation and amortization

     13,458       11,671       37,796       33,589  

Provision for impairment of real estate assets

     62       —         5,160       —    
    


 


 


 


Total operating expenses

     30,835       26,291       93,153       77,778  
    


 


 


 


Interest and other income

     455       567       2,099       2,036  

Equity in earnings of unconsolidated operating joint ventures

     6       158       308       594  

Interest expense

     (10,895 )     (8,330 )     (29,317 )     (24,216 )

Loss on early extinguishment of debt

     (127 )     (1,950 )     (688 )     (2,035 )
    


 


 


 


Income (loss) before minority interest, discontinued operations and cumulative effect of change in accounting principle

     (57 )     1,423       (482 )     8,896  

Minority interest (including share of discontinued operations)

     (2,227 )     (29 )     500       (816 )
    


 


 


 


Income (loss) before discontinued operations and cumulative effect of change in accounting principle

     (2,284 )     1,394       18       8,080  

Discontinued operations:

                                

Net operating income

     4,107       7,056       13,950       22,916  

General and administrative

     —         (20 )     —         (32 )

Depreciation and amortization

     (935 )     (4,304 )     (6,545 )     (13,241 )

Provision for impairment of real estate assets

     (946 )     —         (54,085 )     —    

Reversal of provision for impairment of real estate assets

     1,331       —         1,331       —    

Interest expense

     (216 )     (1,110 )     (1,039 )     (3,749 )

Loss on early extinguishment of debt

     (65 )     (40 )     (2,577 )     (40 )

Gain on sales of real estate assets

     27,617       743       54,246       13,271  
    


 


 


 


Discontinued operations

     30,893       2,325       5,281       19,125  
    


 


 


 


Income before cumulative effect of change in accounting principle

     28,609       3,719       5,299       27,205  

Cumulative effect of change in accounting principle

     —         —         —         (912 )
    


 


 


 


Net income

     28,609       3,719       5,299       26,293  

Preferred dividends

     (1,812 )     (3,318 )     (5,435 )     (9,954 )

Dividends paid on redeemed preferred stock

     —         —         (596 )     (2,073 )

Premium and write-off of original issuance costs on preferred stock redemption

     —         9       (5,309 )     (5,900 )
    


 


 


 


Net income (loss) available to Common Stockholders

   $ 26,797     $ 410     $ (6,041 )   $ 8,366  
    


 


 


 


Net income (loss) available to Common Stockholders per diluted common share

   $ 0.74     $ 0.01     $ (0.17 )   $ 0.27  
    


 


 


 


Diluted weighted average shares outstanding

     36,003,636       31,682,728       35,915,389       31,084,557  
    


 


 


 


 

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400 South El Camino Real n San Mateo, California 94402-1708

www.glenborough.com


GLENBOROUGH REALTY TRUST

 

GLENBOROUGH REALTY TRUST

Reconciliation of Net Income (Loss) to FFO

(unaudited, in thousands, except share and per share amounts)

 

     For the Three Months Ended

    For the Nine Months Ended

 
     Sep 30 ‘05

    Sep 30 ‘04

    Sep 30 ‘05

    Sep 30 ‘04

 
                       (As restated)  

Net income

   $ 28,609     $ 3,719     $ 5,299     $ 26,293  

Cumulative effect of change in accounting principle

     —         —         —         912  

Real estate depreciation and amortization, net of minority interest

     12,993       14,254       40,040       41,729  

Preferred dividends

     (1,812 )     (3,318 )     (5,435 )     (9,954 )

Dividends paid on redeemed preferred stock

     —         —         (596 )     (2,073 )

Premium and write-off of original issuance costs on preferred stock redemption

     —         9       (5,309 )     (5,900 )

Gain on sales from discontinued operations, net of minority interest

     (25,506 )     (677 )     (50,093 )     (12,091 )

Adjustment to reflect FFO of unconsolidated operating joint ventures

     178       178       535       536  

Adjustment to reflect FFO of minority interest

     1,189       1,354       (1,333 )     3,708  
    


 


 


 


Funds from operations available to Common Stockholders and OP Unitholders (FFO)

   $ 15,651     $ 15,519     $ (16,892 )   $ 43,160  
    


 


 


 


FFO per diluted common share

   $ 0.40     $ 0.44     $ (0.43 )   $ 1.25  
    


 


 


 


Diluted weighted average common shares and OP units outstanding for calculation of FFO

     39,231,083       34,937,222       39,142,775       34,441,182  
    


 


 


 


 

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400 South El Camino Real n San Mateo, California 94402-1708

www.glenborough.com


GLENBOROUGH REALTY TRUST

 

GLENBOROUGH REALTY TRUST

Consolidated Balance Sheets

(unaudited, in thousands, except share amounts)

 

     September 30,
2005


    December 31,
2004


 
           (As restated)  

ASSETS

                

Rental properties, gross

   $ 1,302,182     $ 1,367,310  

Accumulated depreciation and amortization

     (176,276 )     (220,229 )
    


 


Rental properties, net

     1,125,906       1,147,081  

Properties held for sale

     118,102       57,327  

Investments in land and development

     135,941       147,435  

Investments in unconsolidated operating joint ventures

     11,889       12,014  

Mortgage loans receivable

     10,863       12,872  

Leasing and financing costs (net of accumulated amortization of $15,977 and $17,856 as of September 30, 2005 and December 31, 2004, respectively)

     25,181       24,403  

Straight-line rent receivable (net of allowances of $0 and $528 as of September 30, 2005 and December 31, 2004, respectively)

     15,697       15,764  

Cash and cash equivalents

     5,325       6,003  

Other assets

     21,963       10,202  
    


 


TOTAL ASSETS

   $ 1,470,867     $ 1,433,101  
    


 


LIABILITIES

                

Mortgage loans

   $ 818,317     $ 654,748  

Unsecured bank line of credit

     46,355       21,320  

Accrued common and preferred stock dividends

     14,493       15,931  

Obligations associated with properties held for sale

     2,428       43,300  

Other liabilities

     41,276       31,282  
    


 


Total liabilities

     922,869       766,581  
    


 


MINORITY INTEREST

     34,481       39,336  

STOCKHOLDERS’ EQUITY

                

Common stock, $0.001 par value, 188,000,000 shares authorized, 36,231,166 and 36,033,126 shares issued and outstanding at September 30, 2005 and December 31, 2004, respectively

     36       36  

Convertible preferred stock, $0.001 par value, 12,000,000 shares authorized, $25.00 liquidation preference, 3,740,277 and 6,850,325 shares issued and outstanding at September 30, 2005 and December 31, 2004, respectively

     4       7  

Additional paid-in capital

     800,170       870,622  

Deferred compensation

     (3,253 )     (4,056 )

Distributions in excess of accumulated earnings

     (283,440 )     (239,425 )
    


 


Total stockholders’ equity

     513,517       627,184  
    


 


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 1,470,867     $ 1,433,101  
    


 


 

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GLENBOROUGH REALTY TRUST

 

FORWARD LOOKING STATEMENTS: Certain statements in this press release are forward-looking statements within the meaning of federal securities laws, including Mr. Batinovich’s statement that the Company expects to dispose of an additional $150 million in assets in the next two quarters and that the Company intends to continue to acquire assets in its core markets and repurchase its own stock using proceeds from dispositions. Because these forward looking statements involve risk and uncertainty, there are important factors that could cause our actual results to differ materially from those stated or implied in the forward-looking statements. Those important factors include:

 

  Our inability to locate suitable buyers for our listed assets who are ready, willing and able to close transactions at the sales price we anticipate;

 

  Increased costs of financing cause a reduction in demand for commercial properties and therefore a reduction in the market value of the assets listed for sale;

 

  Lower than expected retention of existing tenants negatively affects the value of the assets listed for sale;

 

  Changes in market rental rates for office space negatively affect the value of the assets listed for sale;

 

  Changes in market conditions render the repurchase of our stock imprudent;

 

  Our inability to locate and acquire suitable property at reasonable prices in our core markets;

 

  The failure of the economy to continue its expansion;

 

  The failure of the office market to grow with a growing economy;

 

  Downward changes in market rental rates for office space; and

 

  The effect of any future impairment charges associated with asset disposition or market conditions.

 

Given these uncertainties, readers are cautioned not to place undue reliance on such statements. All forward-looking statements are based on information available to us on the date hereof and we assume no obligation to update or supplement any forward looking-statement. Additional information concerning factors that could cause results to differ can be found in our filings with the SEC including our report on Form 10-K for the year ended December 31, 2004 and our quarterly reports on Forms 10-Q for the periods ended March 31, 2005 and June 30, 2005.

 

400 South El Camino Real n San Mateo, California 94402-1708

www.glenborough.com


GLENBOROUGH REALTY TRUST

 

Funds from Operations, or FFO, as defined by National Association of Real Estate Investment Trusts, represents net income (loss) (including income and loss from discontinued operations) excluding minority interest and extraordinary items, adjusted for real estate related depreciation and amortization and gains from the disposal of properties. We believe that FFO is a widely used measure of the operating performance of equity REITs which provides a relevant basis for comparison among other REITs. FFO is not meant to represent a comprehensive system of financial reporting and does not present, nor does Glenborough intend it to present, a complete picture of its financial condition and operating performance. Glenborough believes that net earnings computed under GAAP remains the primary measure of performance and that FFO is only meaningful when it is used in conjunction with net earnings computed under GAAP. Further, Glenborough believes that its consolidated financial statements, prepared in accordance with GAAP, provide the most meaningful picture of its financial condition and its operating performance.

 

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400 South El Camino Real n San Mateo, California 94402-1708

www.glenborough.com