GRAMERCY CAPITAL CORP - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 333-114673

GRAMERCY CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland		06-1722127
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

420 Lexington Avenue, New York, New York 10170

(Address of principal executive offices - zip code)

(212) 297-1000

(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 ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No ý

The number of shares outstanding of the registrant’s common stock, $0.001 par value was 13,312,500 at November 9, 2004.

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Gramercy Capital Corp.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share data)

	September 30,					April 12,
	2004					2004
	(Unaudited)
Assets:
Cash and cash equivalents	$			50,401		$		200
Loans and other lending investments, net	122,330					—
Accrued interest	695					—
Deferred costs	1,493					—
Other assets	516					—
Total assets	$		175,435			$	200

Liabilities and Stockholders’ Equity:
Derivative instruments at fair value	$		24			$	—
Accounts payable and accrued expenses	1,960					—
Total liabilities	1,984					—

Commitments and contingencies	—					—

Stockholders’ Equity:
Preferred stock, par value $0.001, 25,000,000 shares authorized, no shares issued or outstanding	—					—
Common stock, par value $0.001, 100,000,000 shares authorized, 13,312,500 and 500,000 shares issued and outstanding at September 30, 2004 and April 12, 2004, respectively	13					1
Additional paid-in-capital	175,929					199
Deferred compensation plan	(2,502				)	—
Retained earnings	11					—
Total stockholders’ equity	173,451					200
Total liabilities and stockholders’ equity	$	175,435				$		200

The accompanying notes are an integral part of these financial statements.

Gramercy Capital Corp.

Condensed Consolidated Statements of Operations

(Unaudited, and amounts in thousands, except per share data)

	For the Three Months Ended September 30,		For the Period April 12, 2004 (formation) through September 30,
	2004		2004
Revenues
Investment income	$	1,227	$	1,227
Other income	245		245
Total revenues	1,472		1,472

Expenses
Interest expense	63		63
Management fees	786		786
Depreciation and amortization	5		5
Marketing, general and administrative	332		332
Total expenses	1,186		1,186

Income from continuing operations	286		286

GKK formation costs	275		275

Net income available to common shareholders	$	11	$	11

Basic earnings per share:
Net income available to common shareholders	$	0.00	$	0.00
Diluted earnings per share:
Net income available to common shareholders	$	0.00	$	0.00
Basic weighted average common shares outstanding	13,313		13,313
Diluted weighted average common shares and common share equivalents outstanding	13,321		13,321

The accompanying notes are an integral part of these financial statements.

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.	CONTROLS AND PROCEDURES

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.	OTHER INFORMATION

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

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