-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DIK5lMmP1UCQ1/pvKaiX5RLCT4jAnNFPFb41s0JeY6xq/GLRriUoZL+guSPUwNac GGpGItFF2OtQO6KJd4+KVg== 0000912057-02-023907.txt : 20020612 0000912057-02-023907.hdr.sgml : 20020612 20020612105630 ACCESSION NUMBER: 0000912057-02-023907 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020528 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 20020612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINET CORPORATE REALTY TRUST INC CENTRAL INDEX KEY: 0000899162 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 943175659 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11918 FILM NUMBER: 02676977 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER 33RD FLOOR STREET 2: STE 3150 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153914300 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER 33RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 8-K 1 a2082048z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT ---------------------- Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2002 TRINET CORPORATE REALTY TRUST, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND (STATE OF INCORPORATION) 1-11918 94-3175659 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID NUMBER) 1114 AVENUE OF THE AMERICAS, 27TH FLOOR NEW YORK, NY 10036 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (212) 930-9400 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Item 2. Acquisition or Disposition of Assets On May 28, 2002, the Registrant transferred corporate tenant lease assets with an aggregate net book value of approximately $211.86 million to subsidiaries of the Registrant's parent company. Item 7. Financial Statements and Exhibits (a) Not applicable. (b) PRO FORMA financial information.
Page Pro Forma Consolidated Balance Sheet as of March 31, 2002 (unaudited) 3 Pro Forma Consolidated Statement of Operations - For the three-month period ended March 31, 2002 (unaudited) 4 Pro Forma Consolidated Statement of Operations - For the year ended December 31, 2001 (unaudited) 5 Notes to Pro Forma Consolidated Financial Statements 6
TRINET CORPORATE REALTY TRUST, INC. (A wholly-owned subsidiary of iStar Financial Inc.) Pro Forma Consolidated Balance Sheet As of March 31, 2002 (In thousands, except per share and share data) (unaudited)
TRINET CORPORATE REALTY TRUST, INC. DISPOSED ASSETS(A) PRO FORMA ------------------ ------------------ ----------- ASSETS Loans and other lending investments, net $ 85,780 $ -- $ 85,780 Corporate tenant lease assets, net 1,146,859 (212,205) 934,654 Cash and cash equivalents 5,110 -- 5,110 Restricted cash 293 -- 293 Accrued interest receivable 1,942 -- 1,942 Deferred operating lease income receivable 20,695 (5,839) 14,856 Deferred expenses and other assets 31,561 (1,710) 29,851 ----------- ----------- ----------- Total assets $ 1,292,240 $ (219,754) $ 1,072,486 =========== =========== =========== LIABILITIES AND SHAREHOLDER'S EQUITY Liabilities: Accounts payable, accrued expenses and other liabilities $ 42,491 $ (807) $ 41,684 Debt obligations 546,471 -- 546,471 ----------- ----------- ----------- Total liabilities 588,962 (807) 588,155 ----------- ----------- ----------- Minority interest in consolidated entities 2,565 -- 2,565 Shareholder's equity: Common stock, $0.01 par value, 100 shares authorized: 100 shares issued and outstanding at March 31, 2002 -- -- -- Additional paid in capital 735,894 (218,947) 516,947 Retained earnings -- -- -- Accumulated other comprehensive income 5,115 -- 5,115 Common stock of iStar Financial held in treasury (at cost) (40,296) -- (40,296) ----------- ----------- ----------- Total shareholder's equity 700,713 (218,947) 481,766 ----------- ----------- ----------- Total liabilities and shareholder's equity $ 1,292,240 $ (219,754) $ 1,072,486 =========== =========== ===========
The accompanying notes are an integral part of this statement. TRINET CORPORATE REALTY TRUST, INC. (A wholly-owned subsidiary of iStar Financial Inc.) Pro Forma Consolidated Statement of Operations For the Three Months Ended March 31, 2002 (In thousands) (unaudited)
TRINET CORPORATE DISPOSED REALTY TRUST, INC. ASSETS (a) PRO FORMA ------------------ ---------- --------- Revenue: Interest income $ 2,728 $ -- $ 2,728 Operating lease income 38,350 (6,041) 32,309 Other income 1,150 (1) 1,149 -------- -------- -------- Total revenue 42,228 (6,042) 36,186 -------- -------- -------- Costs and expenses: Interest expense 10,485 -- 10,485 Operating costs-corporate tenant lease assets 2,968 (102) 2,866 Depreciation and amortization 6,040 (1,319) 4,721 General and administrative 2,273 -- 2,273 -------- -------- -------- Total costs and expenses 21,766 (1,421) 20,345 -------- -------- -------- Net income before minority interest $ 20,462 $ (4,621) $ 15,841 Minority interest in consolidated entities (40) -- (40) -------- -------- -------- Net income from continuing operations $ 20,422 $ (4,621) $ 15,801 ======== ======== ========
The accompanying notes are an integral part of this statement. TRINET CORPORATE REALTY TRUST, INC. (A wholly-owned subsidiary of iStar Financial Inc.) Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2001 (In thousands) (unaudited)
TRINET CORPORATE DISPOSED REALTY TRUST, INC. ASSETS (a) PRO FORMA ------------------ --------- --------- Revenue: Interest income $ 8,773 $ -- $ 8,773 Operating lease income 173,171 (22,477) 150,694 Other income 2,860 (7) 2,853 --------- --------- --------- Total revenue 184,804 (22,484) 162,320 --------- --------- --------- Costs and expenses: Interest expense 45,544 -- 45,544 Operating costs-corporate tenant lease assets 12,828 (144) 12,684 Depreciation and amortization 27,397 (4,760) 22,637 General and administrative 7,642 -- 7,642 --------- --------- --------- Total costs and expenses 93,411 (4,904) 88,507 --------- --------- --------- Net income before minority interest $ 91,393 $ (17,580) $ 73,813 Minority interest in consolidated entities (164) -- (164) --------- --------- --------- Net income from continuing operations $ 91,229 $ (17,580) $ 73,649 ========= ========= =========
The accompanying notes are an integral part of this statement. TRINET CORPORATE REALTY TRUST, INC. NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2002 and Pro Forma Consolidated Income Statements for the three-month period ended March 31, 2002 and the year ended December 31, 2001 have been prepared to reflect the disposition of corporate tenant lease assets. The Pro Forma Consolidated Balance Sheet was prepared as if the transaction described above occurred as of March 31, 2002. The Pro Forma Consolidated Income Statements for the three months ended March 31, 2002 and for the year ended December 31, 2001 were prepared as if the transaction described above had occurred on January 1, 2001. The pro forma information contained herein is unaudited and not necessarily indicative of the consolidated operating results which would have occurred if the above transaction had occurred on January 1, 2001, nor does it purport to represent the future financial position or results of operations for future periods. This information should be read in conjunction with the unaudited consolidated financial statements contained in TriNet Corporate Realty Trust, Inc.'s (the "Company's") Report on Form 10-Q for the three months ended March 31, 2002 and the audited consolidated financial statements and other financial information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, including the notes thereto. The accompanying historical Consolidated Balance Sheet and Consolidated Income Statements of the Company include the accounts of the Company, its wholly-owned subsidiary corporations and partnerships, and its majority-owned and controlled partnership. 2. PRO FORMA ADJUSTMENTS -- BALANCE SHEET (A) These adjustments reflect the elimination of the respective carrying amounts of assets and liabilities relating to the 13 corporate tenant lease properties disposed of on May 28, 2002. 3. PRO FORMA ADJUSTMENTS -- INCOME STATEMENT (a) These adjustments reflect the elimination of the respective revenues and expenses attributable to the 13 corporate tenant lease properties disposed of on May 28, 2002. 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. TRINET CORPORATE REALTY TRUST, INC. REGISTRANT Date: June 12, 2002 /s/ SPENCER B. HABER ------------------------------------------------- Spencer B. Haber President and Chief Financial Officer (Authorized Officer of the Registrant and Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----