Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011
or
| ¨ | 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
333-171508-01
(Commission File Number of issuing entity)
GS Mortgage Securities Trust 2011-GC5
(Exact name of issuing entity as specified in its charter)
333-171508
(Commission File Number of depositor)
GS Mortgage Securities Corporation II
(Exact name of depositor as specified in its charter)
Goldman Sachs Mortgage Company
Citigroup Global Markets Realty Corp.
(Exact name of sponsor as specified in its charter)
| New York | 45-6538212 45-6538166 45-6538343 | |
| (State or other jurisdiction of organization of the issuing entity) |
(I.R.S. Employer Identification No.) |
c/o Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013
(Address of principal executive offices of issuing entity)
(212) 816-5614
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
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. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Not Applicable
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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company |
¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
See Item 15
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Omitted.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISLCOSURE ITEMS REQUIRED BY GENERAL INSTRUCTION J(2)
Item 1112(b) of Regulation AB
The Park Place Mall mortgage loan constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed in the Prospectus Supplement filed with the SEC on October 11, 2011. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $19,277,767.00 for the twelve month period ending December 31, 2011.
The 1551 Broadway mortgage loan constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed in the Prospectus Supplement filed with the SEC on October 11, 2011. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $15,516,263.00 for the twelve month period ending December 31, 2011.
American Eagle Outfitters, Inc., the guarantor of the lease of the sole tenant at the mortgaged property that secures the 1551 Broadway mortgage loan, constitutes a significant obligor within the meaning of Item 1101(k)(1) of Regulation AB as disclosed in the Prospectus Supplement filed with the SEC on October 11, 2011. Set forth in the table below is the information required under Item 1112(b) of Regulation AB with respect to such significant obligor:
| January 28, 2012 |
January 29, 2012 |
January 30, 2012 |
January 31, 2012 |
February 1, 2012 |
||||||||||||||||
| (In thousands, except per share amounts, ratios and other financial information) | ||||||||||||||||||||
| Summary of Operations(2) |
||||||||||||||||||||
| Net sales |
$ | 3,159,818 | $ | 2,967,559 | $ | 2,940,269 | $ | 2,948,679 | $ | 3,041,158 | ||||||||||
| Comparable store sales increase |
3 | % | (1 | )% | (4 | )% | (10 | )% | 1 | % | ||||||||||
| Gross profit |
$ | 1,128,341 | $ | 1,170,959 | $ | 1,173,430 | $ | 1,197,186 | $ | 1,438,236 | ||||||||||
| Gross profit as a percentage of net sales |
35.7 | % | 39.5 | % | 39.9 | % | 40.6 | % | 47.3 | % | ||||||||||
| Operating Income |
$ | 231,136 | $ | 317,261 | $ | 310,392 | $ | 382,797 | $ | 652,201 | ||||||||||
| Operating income as a percentage of net sales |
7.3 | % | 10.7 | % | 10.6 | % | 13.0 | % | 21.4 | % | ||||||||||
| Income from continuing operations |
$ | 151,705 | $ | 181.934 | $ | 213,398 | $ | 229,984 | $ | 433,507 | ||||||||||
| Income from continuing operations as a percentage of net sales |
4.8 | % | 6.1 | % | 7.3 | % | 7.8 | % | 14.3 | % | ||||||||||
| Per Share Results |
||||||||||||||||||||
| Income from continuing operations per common share-basic |
$ | 0.78 | $ | 0.91 | $ | 1.04 | $ | 1.12 | $ | 2.01 | ||||||||||
| Income from continuing operations per common share-diluted |
$ | 0.77 | $ | 0.90 | $ | 1.02 | $ | 1.11 | $ | 1.97 | ||||||||||
| Weighted average common shares outstanding — basic |
194,445 | 199,979 | 206,171 | 205,169 | 216,119 | |||||||||||||||
| Weighted average common shares outstanding — diluted |
196,314 | 201,818 | 209,512 | 207,582 | 220,280 | |||||||||||||||
| Cash dividends per common share |
$ | 0.44 | $ | 0.93 | $ | 0.40 | $ | 0.40 | $ | 0.38 | ||||||||||
| Balance Sheet Information |
||||||||||||||||||||
| Total cash and short-term investments |
$ | 745,044 | $ | 734,695 | $ | 698,635 | $ | 483,853 | $ | 619,939 | ||||||||||
| January 28, 2012 |
January 29, 2012 |
January 30, 2012 |
January 31, 2012 |
February 1, 2012 |
||||||||||||||||
| Long-term investments |
$ | 847 | $ | 5,915 | $ | 197,773 | $ | 251,007 | $ | 165,810 | ||||||||||
| Total assets |
$ | 1,950,802 | $ | 1,879,998 | $ | 2,138,148 | $ | 1,963,676 | $ | 1,867,680 | ||||||||||
| Short-term debt |
$ | — | $ | $ | 30,000 | $ | 75,000 | $ | ||||||||||||
| Long-term debt |
$ | — | $ | — | $ | — | $ | — | $ | |||||||||||
| Stockholders’ equity |
$ | 1,416,851 | $ | 1,351,071 | $ | 1,578,517 | $ | 1,409,031 | $ | 1,340,464 | ||||||||||
| Working capital |
$ | 882,087 | $ | 786,573 | $ | 758,075 | $ | 523,596 | $ | 644,656 | ||||||||||
| Current ratio |
3.18 | 3.03 | 2.85 | 2.30 | 2.71 | |||||||||||||||
| Average return on stockholders’ equity |
11.0 | % | 9.6 | % | 11.3 | % | 13.0 | % | 29.0 | % | ||||||||||
| Other Financial Information(2) |
||||||||||||||||||||
| Total stores at year-end |
1,090 | 1,086 | 1,075 | 1,070 | 968 | |||||||||||||||
| Capital expenditures |
$ | 100,135 | $ | 84,259 | $ | 127,080 | $ | 243,564 | $ | 249,640 | ||||||||||
| Net sales per average selling square foot(4) |
$ | 545 | $ | 524 | $ | 526 | $ | 563 | $ | 644 | ||||||||||
| Total selling square feet at end of period |
5,115,770 | 5,067,489 | 4,981,595 | 4,920,285 | 4,492,198 | |||||||||||||||
| Net sales per average gross square foot(4) |
$ | 436 | $ | 420 | $ | 422 | $ | 452 | $ | 522 | ||||||||||
| Total gross square feet at end of period |
6,398,034 | 6,339,469 | 6,215,355 | 6,139,663 | 5,581,769 | |||||||||||||||
| Number of employees at end of period |
39,600 | 39,900 | 38,800 | 36,900 | 38,400 | |||||||||||||||
| (1) | All fiscal years presented include 52 weeks. |
| (2) | All amounts presented are from continuing operations and exclude MARTIN+OSA’s results of operations for all periods. Refer to Note 15 to the accompanying Consolidated Financial Statements for additional information regarding the discontinued operations of MARTIN+OSA. |
| (3) | The comparable store sales increase for the period ended February 2, 2008 is compared to the corresponding 52 week period in Fiscal 2006. |
| (4) | Net sales per average square foot is calculated using retail store sales for the year divided by the straight average of the beginning and ending square footage for the year. |
Item 1114(b)(2) and Item 1115(b) of Regulation AB
No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction.
Item 1117 of Regulation AB
The registrant knows of no pending legal proceedings involving the issuing entity and all parties related to the issuing entity or any other entities contemplated by Item 1117 of Regulation AB that would be material to Certificateholders, other than routine litigation incidental to the duties of those respective parties.
Item 1119 of Regulation AB
Provided previously in the prospectus supplement of the Registrant relating to the issuing entity and filed pursuant to Rule 424 of the Securities Act of 1933, as amended.
Item 1122 of Regulation AB
The reports on assessment of compliance with servicing criteria for asset-backed securities and related attestation reports are attached hereto under Item 15.
The assessment of compliance for Wells Fargo Bank, National Association (the “Company”) disclosed the following material instance of noncompliance with servicing criterion 1122(d)(4)(i), during the year ended December 31, 2011:
With respect to certain commercial mortgage loans, the Company failed to timely file continuation statements for certain Uniform Commercial Code (“UCC”) financing statements as required by the transaction agreements, thereby causing such UCC financing statements to lapse.
As a result of the non-compliance described above, certain non-possessory security interests in certain types of personal property collateral for these loans became unperfected and, as a result, subject to a possible loss of priority.
Remediation
Promptly following the Company’s discovery of such omissions as part of its normal internal compliance review process, the Company filed new UCC financing statements in all cases. In order to reduce the possibility of similar occurrences in the future, the Company has provided enhanced training to the responsible personnel, improved the quality of the relevant computer data feeds and generally tightened its procedures for the filing of continuation statements.
Item 1123 of Regulation AB
The servicer compliance statements are attached hereto under Item 15.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
| (a) | List the following documents filed as a part of the report: |
| (1) | Not Applicable |
| (2) | Not Applicable |
| (3) | Exhibits listed below are either included or incorporated by reference as indicated below: |
| Exhibit Number | Description | |
| 4 | Pooling and Servicing Agreement, dated as of October 1, 2011, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer, Pentalpha Surveillance, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank National Trust Company, as trustee (filed as Exhibit 4 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein). | |
| 10.1 | Mortgage Loan Purchase Agreement, dated as of October 1, 2011, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to the depositor (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein). | |
| 10.2 | Mortgage Loan Purchase Agreement, dated as of October 1, 2011, between Citigroup Global Markets Realty Corp. and GS Mortgage Securities Corporation II, pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgage loans to the depositor (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein). | |
| 31 | Rule 15(d)-14(d) Certification | |
| 33.1 | Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as master servicer | |
| 33.2 | Report on assessment of compliance with servicing criteria for asset-backed securities, Torchlight Loan Services, LLC, as special servicer | |
| 33.3 | Report on assessment of compliance with servicing criteria for asset-backed securities, Pentalpha Surveillance, LLC, as operating advisor | |
| 33.4 | Report on assessment of compliance with servicing criteria for asset-backed securities, Citibank, N.A., as certificate administrator | |
| 33.5 | Report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as custodian | |
| 34.1 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Wells Fargo Bank, National Association, as master servicer | |
| 34.2 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Torchlight Loan Services, LLC, as special servicer | |
| 34.3 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Pentalpha Surveillance, LLC, as operating advisor | |
| 34.4 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Citibank, N.A., as certificate administrator | |
| 34.5 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, U.S. Bank National Association, as custodian | |
| 35.1 | Servicer compliance statement, Wells Fargo Bank, National Association, as master servicer | |
| 35.2 | Servicer compliance statement, Torchlight Loan Services, LLC, as special servicer | |
| 35.3 | Servicer compliance statement, Citibank, N.A., as certificate administrator | |
| (b) | The exhibits required to be filed by Registrant pursuant to Item 601of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof. |
| (c) | Not Applicable |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 30, 2012
| GS Mortgage Securities Corporation II |
| (Depositor) |
| /s/ J. Theodore Borter |
| J. Theodore Borter, President |
| (Senior Officer in Charge of Securitization of the Depositor) |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 4 | Pooling and Servicing Agreement, dated as of October 1, 2011, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer, Pentalpha Surveillance, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank National Trust Company, as trustee (filed as Exhibit 4 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein). | |
| 10.1 | Mortgage Loan Purchase Agreement, dated as of October 1, 2011, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to the depositor (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein). | |
| 10.2 | Mortgage Loan Purchase Agreement, dated as of October 1, 2011, between Citigroup Global Markets Realty Corp. and GS Mortgage Securities Corporation II, pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgage loans to the depositor (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein). | |
| 31 | Rule 15(d)-14(d) Certification | |
| 33.1 | Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as master servicer | |
| 33.2 | Report on assessment of compliance with servicing criteria for asset-backed securities, Torchlight Loan Services, LLC, as special servicer | |
| 33.3 | Report on assessment of compliance with servicing criteria for asset-backed securities, Pentalpha Surveillance, LLC, as operating advisor | |
| 33.4 | Report on assessment of compliance with servicing criteria for asset-backed securities, Citibank, N.A., as certificate administrator | |
| 33.5 | Report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as custodian | |
| 34.1 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Wells Fargo Bank, National Association, as master servicer | |
| 34.2 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Torchlight Loan Services, LLC, as special servicer | |
| 34.3 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Pentalpha Surveillance, LLC, as operating advisor | |
| 34.4 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Citibank, N.A., as certificate administrator | |
| 34.5 | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, U.S. Bank National Association, as custodian | |
| 35.1 | Servicer compliance statement, Wells Fargo Bank, National Association, as master servicer | |
| 35.2 | Servicer compliance statement, Torchlight Loan Services, LLC, as special servicer | |
| 35.3 | Servicer compliance statement, Citibank, N.A., as certificate administrator | |