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EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2013, is to file (i) an amended and restated Rule 13a-14(d)/15d-14(d) Certification, listed as Exhibits 31 of the Exhibit List under Item 15(a)(3) of Part IV of the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 for GS Mortgage Securities Trust 2011-GC5 (the “Original Form 10-K”) and (ii) an amended and restated report on assessment of compliance with servicing criteria for asset-backed securities of CoreLogic Commercial Real Estate Services, Inc., as servicing function participant, listed as Exhibit 33.6 of the Exhibit List under Item 15(a)(3) of the Original Form 10-K.

No other changes have been made to the Original Form 10-K other than the furnishing of the exhibits described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original Form 10-K or modify or update in any way disclosures made in the Original Form 10-K.

The Park Place Mall mortgage loan (Control #1 on Annex A of the prospectus supplement of the Registrant relating to the issuing entity filed on October 11, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $19,709,704 for the twelve month period ended December 31, 2012.

 

The 1551 Broadway mortgage loan (Control #2 on Annex A of the prospectus supplement of the Registrant relating to the issuing entity filed on October 11, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $15,925,656 for the twelve month period ended December 31, 2012.

 

American Eagle Outfitters, Inc., the guarantor of the lease of the sole tenant at the mortgaged property that secures the 1551 Broadway mortgage loan (Control #2 on Annex A of the prospectus supplement of the Registrant relating to the issuing entity filed on October 11, 2011 pursuant to Rule 424(b)(5)), constitutes a significant obligor within the meaning of Item 1101(k)(1) of Regulation AB. Set forth in the table below is the information required under Item 1112(b) of Regulation AB with respect to such significant obligor:

 

 

 

(In thousands, except per share		As of and For the Years Ended (1)
amounts, ratios and other financial information)		February 2, 2013				January 28, 2012				January 29, 2011				January 30, 2010				January 31, 2009
Summary of Operations(2)
Total Net Revenue		$	3,475,802			$	3,120,065			$	2,945,294			$	2,927,730			$	2,948,679
Comparable sales increase (decrease)(3)			9	%			4	%			(1	)%			(3	)%			(7	)%
Gross Profit		$	1,390,322			$	1,144,594			$	1,182,151			$	1,182,139			$	1,197,186
Gross profit as a percentage of net sales			40.0	%			36.7	%			40.1	%			40.4	%			40.6	%
Operating income		$	394,606			$	269,335			$	339,552			$	325,713			$	382,797
Operating income as a percentage of net sales			11.4	%			8.6	%			11.5	%			11.1	%			13.0	%
Income from continuing operations		$	264,098			$	175,279			$	195,731			$	228,298			$	229,984
Income from continuing operations as a percentage of net sales			7.6	%			5.6	%			6.7	%			7.8	%			7.8	%
Per Share Results
Income from continuing operations per common share-basic		$	1.35			$	0.90			$	0.98			$	1.11			$	1.12
Income from continuing operations per common share-diluted		$	1.32			$	0.89			$	0.97			$	1.09			$	1.11
Weighted average common shares outstanding — basic			196,211				194,445				199,979				206,171				205,169
Weighted average common shares outstanding — diluted			200,665				196,314				201,818				209,512				207,582
Cash dividends per common share		$	2.05			$	0.44			$	0.93			$	0.40			$	0.40
Balance Sheet Information
Total cash and short-term investments		$	630,992			$	745,044			$	734,695			$	698,635			$	483,853
Long-term investments		$	—			$	847			$	5,915			$	197,773			$	251,007
Total assets		$	1,756,053			$	1,950,802			$	1,879,998			$	2,138,148			$	1,963,676
Short-term debt		$	—			$	—			$	—			$	30,000			$	75,000
Long-term debt		$	—			$	—			$	—			$	—			$	—
Stockholders’ equity		$	1,221,187			$	1,416,851			$	1,351,071			$	1,578,517			$	1,409,031
Working capital		$	705,898			$	882,087			$	786,573			$	758,075			$	523,596
Current ratio			2.62				3.18				3.03				2.85				2.30
Average return on stockholders’ equity			17.6	%			11.0	%			9.6	%			11.3	%			13.0	%
Other Financial Information(2)
Total stores at year-end			1,044				1,069				1,077				1,075				1,070
Capital expenditures		$	93,939			$	89,466			$	75,904			$	126,598			$	243,564
Net sales per average selling square foot(4)		$	602			$	547			$	526			$	526			$	563
Total selling square feet at end of period			4,962,923				5,028,493				5,026,144				4,981,595				4,920,285
Net sales per average gross square foot(4)		$	489			$	438			$	422			$	422			$	452
Total gross square feet at end of period			6,023,278				6,290,284				6,288,425				6,215,355				6,139,663
Number of employees at end of period			44,000				39,600				39,900				38,800				36,900

 

(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.

 

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.

 

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.

 

Provided previously in the prospectus supplement of the Registrant relating to the issuing entity and filed on October 11, 2011 pursuant to Rule 424 of the Securities Act of 1933, as amended.

 

The reports on assessment of compliance with servicing criteria for asset-backed securities and related attestation reports are attached hereto under Item 15. Attached as Exhibit O to the Pooling and Servicing Agreement and incorporated by reference as Exhibit 4 to this report is a chart identifying the entities participating in the servicing function for the transaction responsible for each applicable servicing criteria set forth in 1122(d).

 

The servicer compliance statements are attached hereto under Item 15.

 

(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: