Gramercy Property Trust 10-Q/A 2008 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to             .

Commission File Number: 000-53200

CB RICHARD ELLIS REALTY TRUST

(Exact name of registrant as specified in its charter)

Maryland	56-2466617
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17 Hulfish Street, Suite 180, Princeton, NJ 08542

(Address of principal executive offices) (Zip Code)

(609) 683-4900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x    Smaller reporting company  ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

The number of shares outstanding of the registrant’s common shares, $0.01 par value, was 58,890,397 as of October 31, 2008

Explanatory Note

This amendment to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 is being filed to correct certain typographical errors in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007 (unaudited) appearing in Part I, Item 1 of the Form 10-Q filed by CB Richard Ellis Realty Trust (the “Company”) on November 14, 2008 with the Securities and Exchange Commission. Specifically, the basic and diluted net (loss) income per share numbers were incorrectly stated for the three and nine months ended September 30, 2008 as $(0.01) and $(0.01), respectively, and should be $(0.06) and $(0.07), respectively. The Company is filing this amendment to the Form 10-Q to correct such errors.

The Company has not modified or updated this Form 10-Q/A for other disclosures presented in the original report on Form 10-Q except as required to reflect the effects of the typographical errors noted above. In all other respects, this Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures and information not affected by the typographical errors is unchanged and reflects the disclosure made at the time of the original filing of the Form 10-Q. Accordingly, this Form 10-Q/A consists solely of the preceding cover page, this explanatory note, Part I, Item 1, Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007 (unaudited) and Part II, Item 6.

CB RICHARD ELLIS REALTY TRUST

INDEX

		Page
Part I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2008 and 2007	1
Part II. OTHER INFORMATION
Item 6.	Exhibits	2
	Signatures	3

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PART I.  FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (unaudited)

CB RICHARD ELLIS REALTY TRUST

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2008 and 2007 (unaudited)

(In Thousands, Except Share Data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
REVENUES:
Rental	$	8,767		$	3,666		$	23,631		$	7,323
Tenant Reimbursements		1,548			643			4,250			1,592
		10,315			4,309			27,881			8,915
EXPENSES:
Operating and Maintenance		1,030			261			2,207			695
Property Taxes		1,218			412			3,134			1,004
Interest		2,728			1,330			7,479			2,348
General and Administrative		680			453			2,098			1,182
Property Management Fee to Related Party		125			54			348			74
Investment Management Fee to Related Party		1,016			405			2,495			904
Depreciation and Amortization		4,417			2,115			11,457			4,585
Loss on Transfer of Real Estate Held for Sale to Continuing Operations		3,451			—			3,451			—
		14,665			5,030			32,669			10,792
INTEREST AND OTHER INCOME		467			1,160			1,797			2,198
(LOSS) INCOME BEFORE INCOME TAXES, MINORITY INTEREST, AND EQUITY IN EARNINGS IN UNCONSOLIDATED ENTITIES		(3,883	)		439			(2,991	)		321
MINORITY INTEREST		14			(5	)		12			(1	)
BENEFIT (PROVISION) FOR INCOME TAXES		557			—			41			(14	)
EQUITY IN EARNINGS OF UNCONSOLIDATED ENTITIES		379			—			103			—
NET (LOSS) INCOME	$	(2,933	)	$	434		$	(2,835	)	$	306
Basic and Diluted Net (Loss) Income per Share	$	(0.06	)	$	0.02		$	(0.07	)	$	0.02
Weighted Average Common Shares Outstanding—Basic and Diluted		50,072,669			22,538,536			41,444,884			15,386,375

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PART II.  OTHER INFORMATION

Item 6. Exhibits

10.1	First Amendment to the Amended and Restated Managing Dealer Agreement, by and among CB Richard Ellis Realty Trust and CNL Securities Corp., dated as of October 24, 2008 (Previously filed as Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-53200) filed October 28, 2008 and incorporated herein by reference).
10.2	Amended and Restated Credit Agreement, dated August 8, 2008, by and among CBRE Operating Partnership, L.P., CB Richard Ellis Realty Trust and Bank of America, N.A., (Previously filed as Exhibit 10.2 to Form 10-Q (file 000-53200) filed August 14, 2008 and incorporated herein by reference.)
10.3	Duke/Hulfish, LLC Limited Liability Company Agreement, by and among CBRE Operating Partnership, L.P. and Duke Realty Limited Partnership, dated June 12, 2008, (Previously filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 000-53200) filed November 14, 2008 and incorporated herein by reference).
10.4	Selected Dealer Agreement, by and among, CB Richard Ellis Realty Trust, CNL Securities Corp., CBRE Advisors LLC, CB Richard Ellis Investors, LLC and Ameriprise Financial Services, Inc. dated as of September 26, 2008 (Previously filed as Exhibit 1.1 to Form 8-K (File No. 000-53200) filed September 30, 2008 and incorporated herein by reference).
10.5	Side Letter between CB Richard Ellis Realty Trust, CB Richard Ellis Investors, LLC and CBRE Advisors LLC dated September 26, 2008 (Previously filed as Exhibit 1.2 to Form 8-K (File No. 000-53200) filed September 30, 2008 and incorporated herein by reference).
10.6	Side Letter between CB Richard Ellis Realty Trust and CNL Securities Corp. dated September 26, 2008 (Previously filed as Exhibit 1.3 to Form 8-K (File No. 000-53200) filed September 30, 2008 and incorporated herein by reference).
10.7	First Amendment to the Contribution Agreement, by and between Duke Realty Limited Partnership, Duke/Hulfish LLC and CBRE Operating Partnership, L.P. dated September 12, 2008, (Previously filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q (File No. 000-53200) filed November 14, 2008 and incorporated herein by reference).
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1	Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2	Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

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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 thereunto duly authorized.

	CB RICHARD ELLIS REALTY TRUST
Date: December 3, 2008	/s/ JACK A. CUNEO
	Jack A. Cuneo
	President and Chief Executive Officer
Date: December 3, 2008	/s/ LAURIE ROMANAK
	Laurie Romanak
	Chief Financial Officer

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