UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2014
Gramercy Property Trust Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-32248 | | 06-1722127 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
521 5th Avenue, 30th Floor
New York, New York10175
(Address of principal executive offices) (Zip Code)
(212) 297-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets
On June 13, 2014, Gramercy Property Trust Inc. (the “Company”) filed a Current Report on Form 8-K to report, among other things, the completion of the acquisition of the remaining 50% equity interest in GPT GIG BOA Portfolio Holdings LLC (the “Initial Report”). The Company hereby amends the Initial Report to include the historical financial statements and pro forma financial information required by Item 9.01(a) and (b) of Form 8-K. This Form 8-K/A should be read in conjunction with the Initial Report.
Item 9.01. Financial Statements and Exhibits
| (a) | Financial Statements of Business Acquired |
| (b) | Pro Forma Financial Information |
The following exhibit is filed herewith:
Exhibit Number | | Title |
| | | |
| 23.1 | | Consent of Independent Auditor |
Report of Independent Auditors
The Board of Directors and Stockholders of
Gramercy Property Trust, Inc.
We have audited the accompanying consolidated statements of revenues and certain expenses of GPT GIG BOA Portfolio Holdings LLC (the “Portfolio”) for the year ended December 31, 2013 and the period from August 12, 2012 (inception) through December 31, 2012, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the statements of revenues and certain expenses in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the statements of revenues and certain expenses that are free of material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the statements of revenues and certain expenses based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements of revenues and certain expenses are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statements of revenues and certain expenses. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the statements of revenues and certain expenses, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the statements of revenues and certain expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statements of revenues and certain expenses.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated statements of revenues and certain expenses referred to above present fairly, in all material respects, the statements of revenues and certain expenses described in Note 1 of GPT GIG BOA Portfolio Holdings LLC for the year ended December 31, 2013 and the period from August 12, 2012 (inception) through December 31, 2012, in conformity with U.S. generally accepted accounting principles.
Basis of Accounting
As described in Note 1 to the financial statements, the consolidated statements of revenues and certain expenses have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K/A of Gramercy Property Trust, Inc., and are not intended to be a complete presentation of the Portfolio’s revenue and expenses. Our opinion is not modified with respect to this matter.
/s/ Ernst & Young, LLP
New York, New York
August 22, 2014
GPT GIG BOA Portfolio Holdings LLC
Consolidated Statements of Revenues and Certain Expenses
(in thousands)
| | | For the Three | | | | | | For the Period from | |
| | | Months Ended | | | | | | August 12, 2012 | |
| | | March 31, 2014 | | | For the Year Ended | | | (inception) through | |
| | | (unaudited) | | | December 31, 2013 | | | December 31, 2012 | |
| | | | | | | | | | | | | |
| Revenues | | | | | | | | | | | | |
| Rental revenue | | $ | 6,881 | | | $ | 27,513 | | | $ | 1,927 | |
| Operating expense reimbursements | | | 7,694 | | | | 29,749 | | | | 1,609 | |
| Other income | | | 1 | | | | 8 | | | | 3 | |
| Total revenues | | | 14,576 | | | | 57,270 | | | | 3,539 | |
| Certain expenses | | | | | | | | | | | | |
| Management fee expense | | | 444 | | | | 2,036 | | | | 46 | |
| Property operating expenses | | | 7,199 | | | | 27,851 | | | | 1,792 | |
| Total expenses | | | 7,643 | | | | 29,887 | | | | 1,838 | |
| Revenues in excess of certain expenses | | $ | 6,933 | | | $ | 27,383 | | | $ | 1,701 | |
See accompanying notes to consolidated statements of revenues and certain expenses.
GPT GIG BOA Portfolio Holdings LLC
Notes to Consolidated Statements of Revenues and Certain Expenses
For the Three Months Ended March 31, 2014 (unaudited),
the Year Ended December 31, 2013 and the Period from
August 12, 2012 (inception) through December 31, 2012
(in thousands)
The accompanying consolidated statements of revenues and certain expenses present the results of operations of GPT GIG BOA Portfolio Holdings LLC, or the Portfolio, for the three months ended March 31, 2014, the year ended December 31, 2013, and the period from August 12, 2012 (inception) through December 31, 2012. On June 9, 2014, the remaining 50% interest in the Portfolio was acquired by wholly-owned subsidiaries of GPT Property Trust LP, the operating subsidiary of Gramercy Property Trust Inc., or the Company, from an affiliate of Garrison Investment Group, L.P, or Garrison. The Company previously owned a 50% interest in the Portfolio, which had been a joint venture between the Company and Garrison prior to the acquisition. The Company acquired the remaining 50% interest in the Portfolio for a purchase price that valued the real estate assets of the Portfolio at approximately $395,200. Prior to closing of the acquisition, the Portfolio was encumbered by a $200,000 mortgage loan, which was repaid at closing. The Portfolio is comprised of 67 properties located throughout the United States totaling approximately 3.1 million rentable square feet. The Portfolio is approximately 97% leased to Bank of America, N.A., under a master lease with an expiration date in 2023. Total occupancy of the Portfolio is approximately 98%.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying consolidated statements of revenues and certain expenses have been for the purpose of complying with Rule 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission. These financial statements are not intended to be a complete representation of the revenues and expenses of the Portfolio for the three months ended March 31, 2014, the year ended December 31, 2013, and the period from August 12, 2012 (inception) through December 31, 2012, as certain expenses, primarily depreciation and amortization expense and other costs not comparable to the proposed future operations of the Portfolio have been excluded.
Prior to acquisition, the Company previously held a 50% joint venture interest in the Portfolio and therefore, the transaction represents an acquisition from a related party. As such these financial statements have been prepared for the quarterly interim reporting period before the date of acquisition and the two most recent fiscal years, including the three months ended March 31, 2014, the year ended December 31, 2013, and the period from August 12, 2012 (inception) through December 31, 2012.
Revenue Recognition
Rental revenue from leases is recognized on a straight-line basis regardless of when payments are contractually due. Certain lease agreements also contain provisions that require tenants to reimburse the Portfolio for real estate taxes, common area maintenance costs and the amortized cost of capital expenditures with interest. Such amounts are included in both revenues and operating expenses when the Company is the primary obligor for these expenses and assumes the risks and rewards of a principal under these arrangements. Under leases where the tenant pays these expenses directly, such amounts are not included in revenues or expenses. The adjustment to record deferred rent increased rental revenue by $52, $442, and $45 for the three months ended March 31, 2014, the year ended December 31, 2013, and the period from August 12, 2012 (inception) through December 31, 2012, respectively.
Rent Expense
Rent expense is recognized on a straight-line basis regardless of when payments are due. The Portfolio’s rent expense is related to leasehold interests and is included in property operating expenses.
GPT GIG BOA Portfolio Holdings LLC
Notes to Consolidated Statements of Revenues and Certain Expenses
For the Three Months Ended March 31, 2014 (unaudited),
the Year Ended December 31, 2013 and the Period from
August 12, 2012 (inception) through December 31, 2012
(in thousands)
| 2. | Summary of Significant Accounting Policies – continued |
Property Operating Expenses
Property operating expenses represent the direct expenses of operating the Portfolio’s properties and include maintenance, utilities, property management fees, repairs, and insurance costs that are expected to continue in the ongoing operations of the properties. Expenditures for maintenance and repairs are charged to operations as incurred.
Use of Estimates
The preparation of the consolidated statements of revenues and certain expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions of the reported amounts of revenues and certain expenses during the reporting period. Actual results could differ from those estimates used in the preparation of the consolidated statements of revenues and certain expenses.
| 3. | Future Minimum Rental Income |
Future minimum rental revenue under non-cancelable leases excluding reimbursements for operating expenses as of March 31, 2014 are as follows:
| | | | Operating Leases |
| | April 1 through December 31, 2014 | | $20,475 |
| | 2015 | | 27,302 |
| | 2016 | | 27,224 |
| | 2017 | | 27,061 |
| | 2018 | | 27,176 |
| | Thereafter | | 122,861 |
| | Total minimum lease rental income | | $252,099 |
| 4. | Concentrations of Credit Risk |
One tenant, Bank of America, N.A., accounted for 97% of rental revenue for the three months ended March 31, 2014, the year ended December 31, 2013, and the period from August 12, 2012 (inception) through December 31, 2012.
GPT GIG BOA Portfolio Holdings LLC
Notes to Consolidated Statements of Revenues and Certain Expenses
For the Three Months Ended March 31, 2014 (unaudited),
the Year Ended December 31, 2013 and the Period from
August 12, 2012 (inception) through December 31, 2012
(in thousands)
| 5. | Commitments and Contingencies |
The Company evaluates litigation contingencies based on information currently available, including the advice of counsel and the assessment of available insurance coverage. The Company will establish accruals for litigation and claims when a loss contingency is considered probable and the related amount is reasonably estimable. The Company will periodically review these contingences which may be adjusted if circumstances change. The outcome of a litigation matter and the amount or range of potential losses at particular points may be difficult to ascertain. If a range of loss is estimated and an amount within such range appears to be a better estimate than any other amount within that range, then that amount is accrued.
Certain properties of the Portfolio are subject to ground leases, which are accounted for as operating leases. The ground leases have varying ending dates, renewal options, and rental rate escalations, with the latest leases extending to June 2053. Future minimum rental payments to be made by the Portfolio under these noncancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows:
| | | Ground Leases | |
| April 1 through December 31, 2014 | | $ | 1,067 | |
| 2015 | | | 1,390 | |
| 2016 | | | 1,317 | |
| 2017 | | | 1,314 | |
| 2018 | | | 1,314 | |
| Thereafter | | | 43,428 | |
| Total minimum rent expense | | $ | 49,830 | |
There was $381, $1,479, and $101 of rent expense on ground leases during the three months ended March 31, 2014, the year ended December 31, 2013, and the period from August 12, 2012 (inception) through December 31, 2012, respectively, recorded in property operating expenses.
6. Subsequent Events
The Company has evaluated subsequent events through August 22, 2014.
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF GRAMERCY PROPERTY TRUST INC.
The following unaudited pro forma financial information should be read in conjunction with the Condensed Consolidated Balance Sheets of the Company as of June 30, 2014 and December 30, 2013, the related Condensed Consolidated Statements of Operations, Comprehensive Income (Loss), Stockholders’ Equity, and Cash Flows for the six months ended June 30, 2014 and the year ended December 31, 2013, and the notes thereto. The condensed consolidated financial statements of the Company as of June 30, 2013 and December 31, 2013 and for the six months and year ended June 30, 2014 and December 31, 2013 have been included in the Company’s prior filings with the SEC. In addition, this pro forma information should be read in conjunction with the consolidated statements of revenues and certain expenses and the notes thereto of the Portfolio, which are included herein.
The Company has not presented a Pro Forma Consolidated Balance Sheet of the Company as of June 30, 2014, because the impact of consolidating the Portfolio, which occurred on June 9, 2014, is already reflected in the Condensed Consolidated Balance Sheets of the Company as of June 30, 2014, which is included in the Company’s Form 10-Q which was filed with the Securities and Exchange Commission on August 8, 2014.
The following unaudited Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2014 and the year ended December 31, 2013 have been prepared to give effect to the Portfolio acquisition as if the acquisition occurred on January 1, 2014 and January 1, 2013, respectively.
The unaudited pro forma financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been assuming the acquisition of the Portfolio had occurred at the beginning of the periods presented, nor is it indicative of the Company’s results of operations or financial condition for future periods. In management’s opinion, all adjustments necessary to reflect the effects of these transactions have been made. The unaudited pro forma financial information and accompanying notes should be read in conjunction with the Company’s condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the six months ended June 30, 2014 and the Company’s 2013 Annual Report on Form 10-K.
Gramercy Property Trust Inc.
Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 2014
(in thousands – except share and per share data)
(Unaudited)
| | | Gramercy Property | | | GPT GIG BOA | | | | | | | | | |
| | | Trust Inc. | | | Portfolio Holdings LLC | | | Pro Forma | | | | | | |
| | | Historical (1) | | | Historical (2) | | | Adjustments | | | | | Pro Forma | |
| Revenues | | | | | | | | | | | | | | | | | | | |
| Rental revenue | | $ | 17,770 | | | $ | 14,155 | | | $ | - | | | | | | $ | 31,925 | |
| Management fees | | | 14,019 | | | | - | | | | (3,047 | ) | | (3 | ) | | | 10,972 | |
| Operating expense reimbursements | | | 3,378 | | | | 14,098 | | | | - | | | | | | | 17,476 | |
| Investment income | | | 901 | | | | - | | | | - | | | | | | | 901 | |
| Other income | | | 144 | | | | - | | | | - | | | | | | | 144 | |
| Total revenues | | | 36,212 | | | | 28,253 | | | | (3,047 | ) | | | | | | 61,418 | |
| Expenses | | | | | | | | | | | | | | | | | | | |
| Property operating expenses: | | | | | | | | | | | | | | | | | | | |
| Property management expenses | | | 10,225 | | | | - | | | | - | | | | | | | 10,225 | |
| Property operating expenses | | | 3,680 | | | | 13,720 | | | | (3,047 | ) | | (3 | ) | | | 14,353 | |
| Total property operating expenses | | | 13,905 | | | | 13,720 | | | | (3,047 | ) | | | | | | 24,578 | |
| Depreciation and amortization | | | 10,145 | | | | 7,419 | | | | 2,790 | | | (4 | ) | | | 20,354 | |
| Interest expense | | | 6,136 | | | | 4,021 | | | | (1,287 | ) | | (5 | ) | | | 8,870 | |
| Management, general and administrative | | | 8,839 | | | | - | | | | - | | | | | | | 8,839 | |
| Acquisition expenses | | | 1,923 | | | | - | | | | - | | | | | | | 1,923 | |
| Realized loss on derivative instruments | | | 3,300 | | | | - | | | | - | | | | | | | 3,300 | |
| Total expenses | | | 44,248 | | | | 25,160 | | | | (1,544 | ) | | | | | | 67,864 | |
| Loss from continuing operations before equity in net income from joint ventures, gain on remeasurement of previously held joint venture, loss on extinguishment of debt, and provision for taxes | | | (8,036 | ) | | | 3,093 | | | | (1,503 | ) | | | | | | (6,446 | ) |
| Equity in net income of joint ventures | | | 1,753 | | | | - | | | | (1,529 | ) | | (6 | ) | | | 224 | |
| Loss from continuing operations before gain on remeasurement of previously held joint venture, loss on extinguishment of debt, provision for taxes and discontinued operations | | | (6,283 | ) | | | 3,093 | | | | (3,032 | ) | | | | | | (6,222 | ) |
| Gain on remeasurment of previously held joint venture | | | 72,345 | | | | - | | | | (72,345 | ) | | (7 | ) | | | - | |
| Loss on extinguishment of debt | | | (1,925 | ) | | | - | | | | - | | | | | | | (1,925 | ) |
| Provision for taxes | | | (806 | ) | | | (35 | ) | | | - | | | | | | | (841 | ) |
| Income (loss) from continuing operations | | | 63,331 | | | | 3,058 | | | | (75,377 | ) | | | | | | (8,988 | ) |
| Loss from discontinued operations | | | (481 | ) | | | - | | | | - | | | | | | | (481 | ) |
| Net income (loss) | | | 62,850 | | | | 3,058 | | | | (75,377 | ) | | | | | | (9,469 | ) |
| Preferred stock dividends | | | (3,581 | ) | | | - | | | | - | | | | | | | (3,581 | ) |
| Net income (loss) available to common stockholders | | $ | 59,269 | | | $ | 3,058 | | | $ | (75,377 | ) | | | | | $ | (13,050 | ) |
| Basic earnings per share: | | | | | | | | | | | | | | | | | | | |
| Net income (loss) from continuing operations, after preferred dividends | | $ | 0.73 | | | | | | | | | | | | | | $ | (0.15 | ) |
| Net loss from discontinued operations | | | (0.01 | ) | | | | | | | | | | | | | | (0.01 | ) |
| Net income (loss) available to common stockholders | | $ | 0.72 | | | | | | | | | | | | | | $ | (0.16 | ) |
| Diluted earnings per share: | | | | | | | | | | | | | | | | | | | |
| Net income (loss) from continuing operations, after preferred dividends | | $ | 0.71 | | | | | | | | | | | | | | $ | (0.15 | ) |
| Net loss from discontinued operations | | | (0.01 | ) | | | | | | | | | | | | | | (0.01 | ) |
| Net income (loss) available to common stockholders | | $ | 0.70 | | | | | | | | | | | | | | $ | (0.16 | ) |
| Basic weighted average common shares outstanding | | | 82,116,300 | | | | | | | | | | | | | | | 82,116,300 | |
| Diluted weighted average common shares and common share equivalents outstanding | | | 84,448,723 | | | | | | | | | | | | | | | 82,116,300 | |
See accompanying notes to unaudited pro forma consolidated statement of operations.
Gramercy Property Trust Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 2014
(in thousands – except share and per share data)
(Unaudited)
(1) Historical financial information derived from the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2014.
(2) Historical financial information derived from unaudited financial statements of the Portfolio for the period from January 1, 2014 through June 8, 2014, prior to the acquisition by the Company of the 50% remaining equity interest in the Portfolio, after which its results from operations are included in the consolidated results from operations of the Company.
(3) Represents elimination of asset and property management fees as well as the corresponding expense charged by the Company to the Portfolio for the six months ended June 30, 2014, prior to June 9, 2014.
(4) Represents the net effect of reversal of the historical depreciation and recording of the pro forma depreciation based on the new preliminary purchase price allocations resulting from the acquisition.
(5) Represents the reduction for the interest expense of the mortgage note secured by the Portfolio’s properties, including the write off of associated deferred financing costs, and addition of the interest cost associated with the Company’s new $200,000 senior unsecured term loan, which the Company assumed would have been in place as of January 1, 2014.
(6) Represents the elimination of the equity in net income from joint venture related to the six months ended June 30, 2014 for the Company’s pro rata share of its previously held 50% interest in the Portfolio.
(7) Represents the Company’s gain recorded on the remeasurement of its previously held investment in the Portfolio, prior to its acquisition of the 50% remaining equity interest in the Portfolio on June 9, 2014.
Gramercy Property Trust Inc.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2013
(in thousands – except share and per share data)
(Unaudited)
| | | Gramercy Property | | | GPT GIG BOA | | | | | | | | | |
| | | Trust Inc. | | | Portfolio Holdings LLC | | | Pro Forma | | | | | | |
| | | Historical (1) | | | Historical (2) | | | Adjustments | | | | | Pro Forma | |
| Revenues | | | | | | | | | | | | | | | | | | | |
| Rental revenue | | $ | 12,181 | | | $ | 32,105 | | | $ | - | | | | | | $ | 44,286 | |
| Management fees | | | 40,896 | | | | - | | | | (3,193 | ) | | (3 | ) | | | 37,703 | |
| Operating expense reimbursements | | | 1,203 | | | | 29,116 | | | | - | | | | | | | 30,319 | |
| Investment income | | | 1,717 | | | | - | | | | - | | | | | | | 1,717 | |
| Other income | | | 707 | | | | 9 | | | | - | | | | | | | 716 | |
| Total revenues | | | 56,704 | | | | 61,230 | | | | (3,193 | ) | | | | | | 114,741 | |
| Expenses | | | | | | | | | | | | | | | | | | | |
| Property operating expenses: | | | | | | | | | | | | | | | | | | | |
| Property management expenses | | | 20,868 | | | | - | | | | - | | | | | | | 20,868 | |
| Property operating expenses | | | 1,411 | | | | 31,081 | | | | (3,193 | ) | | (3 | ) | | | 29,299 | |
| Total property operating expenses | | | 22,279 | | | | 31,081 | | | | (3,193 | ) | | | | | | 50,167 | |
| Other-than-temporary impairment | | | 3,339 | | | | - | | | | - | | | | | | | 3,339 | |
| Portion of impairment recognized in other comprehensive loss | | | (1,337 | ) | | | - | | | | - | | | | | | | (1,337 | ) |
| Net impairment recognized in earnings | | | 2,002 | | | | - | | | | - | | | | | | | 2,002 | |
| Depreciation and amortization | | | 5,675 | | | | 17,301 | | | | 6,277 | | | (4 | ) | | | 29,253 | |
| Interest expense | | | 1,732 | | | | 9,211 | | | | (2,996 | ) | | (5 | ) | | | 7,947 | |
| Management, general and administrative | | | 18,210 | | | | 52 | | | | - | | | | | | | 18,262 | |
| Acquisition expenses | | | 2,808 | | | | - | | | | - | | | | | | | 2,808 | |
| Loss on derivatives | | | 115 | | | | - | | | | - | | | | | | | 115 | |
| Total expenses | | | 52,821 | | | | 57,645 | | | | 88 | | | | | | | 110,554 | |
| Income from continuing operations before equity in net loss from joint ventures and provision for taxes | | | 3,883 | | | | 3,585 | | | | (3,281 | ) | | | | | | 4,187 | |
| Equity in net loss of joint ventures | | | (5,662 | ) | | | - | | | | (1,792 | ) | | (6 | ) | | | (7,454 | ) |
| Income (loss) from continuing operations before provision for taxes and discontinued operations | | | (1,779 | ) | | | 3,585 | | | | (5,073 | ) | | | | | | (3,267 | ) |
| Provision for taxes | | | (6,393 | ) | | | - | | | | - | | | | | | | (6,393 | ) |
| Loss from continuing operations | | | (8,172 | ) | | | 3,585 | | | | (5,073 | ) | | | | | | (9,660 | ) |
| Income from discontinued operations | | | 5,057 | | | | - | | | | - | | | | | | | 5,057 | |
| Gain on sale of joint venture interest to a director related entity | | | 1,317 | | | | - | | | | - | | | | | | | 1,317 | |
| Net gains from disposals | | | 389,140 | | | | - | | | | - | | | | | | | 389,140 | |
| Provision for taxes | | | (2,515 | ) | | | - | | | | - | | | | | | | (2,515 | ) |
| Income from discontinued operations | | | 392,999 | | | | - | | | | - | | | | | | | 392,999 | |
| Net income attributable to Gramercy Property Trust Inc. | | | 384,827 | | | | 3,585 | | | | (5,073 | ) | | | | | | 383,339 | |
| Preferred stock dividends | | | (7,162 | ) | | | - | | | | - | | | | | | | (7,162 | ) |
| Net income available to common stockholders | | $ | 377,665 | | | $ | 3,585 | | | $ | (5,073 | ) | | | | | $ | 376,177 | |
| Basic earnings per share: | | | | | | | | | | | | | | | | | | | |
| Net loss from continuing operations, after preferred dividends | | $ | (0.25 | ) | | | | | | | | | | | | | $ | (0.27 | ) |
| Net income from discontinued operations | | | 6.39 | | | | | | | | | | | | | | | 6.39 | |
| Net income available to common stockholders | | $ | 6.14 | | | | | | | | | | | | | | $ | 6.12 | |
| Diluted earnings per share: | | | | | | | | | | | | | | | | | | | |
| Net loss from continuing operations, after preferred dividends | | $ | (0.25 | ) | | | | | | | | | | | | | $ | (0.27 | ) |
| Net income from discontinued operations | | | 6.39 | | | | | | | | | | | | | | | 6.39 | |
| Net income available to common stockholders | | $ | 6.14 | | | | | | | | | | | | | | $ | 6.12 | |
| Basic weighted average common shares outstanding | | | 61,500,847 | | | | | | | | | | | | | | | 61,500,847 | |
| Diluted weighted average common shares and common share equivalents outstanding | | | 61,500,847 | | | | | | | | | | | | | | | 61,500,847 | |
See accompanying notes to unaudited pro forma consolidated statement of operations.
Gramercy Property Trust Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2013
(in thousands – except share and per share data)
(Unaudited)
(1) Historical financial information derived from the Company’s 2013 Annual Report on Form 10-K.
(2) Historical financial information derived from audited financial statements of the Portfolio for the year ended December 31, 2013.
(3) Represents elimination of asset and property management fees as well as the corresponding expense charged by the Company to the Portfolio for the year ended December 31, 2013.
(4) Represents the net effect of reversal of the historical depreciation and recording of the pro forma depreciation based on the new preliminary purchase price allocations resulting from the acquisition.
(5) Represents the reduction for the interest expense of the mortgage note secured by the Portfolio’s properties, including the write off of associated deferred financing costs, and addition of the interest cost associated with the Company’s new $200,000 senior unsecured term loan, which the Company assumed would have been in place as of January 1, 2013.
(6) Represents the elimination of the equity in net income from joint venture related to the year ended December 31, 2013 for the Company’s pro rata share of its previously held 50% interest in the Portfolio.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| | | Gramercy Property Trust Inc. |
| | | |
| Date: August 22, 2014 | | By: | | /s/ Jon W. Clark |
| | | | | Jon W. Clark |
| | | | | Chief Financial Officer |
Exhibit Index
Exhibit Number | | Title |
| | | |
| 23.1 | | Consent of Independent Auditor |
