UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 8-K/A

Amendment No. 1


CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  December 15, 2006 (October 5, 2006)

GMH COMMUNITIES TRUST
(Exact name of registrant as specified in its charter)

Maryland

 

001-32290

 

201181390

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

10 Campus Boulevard

Newtown Square, Pennsylvania 19073

(Address of principal executive offices)

(610) 355-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

Item 2.01          Completion of Acquisition or Disposition of Assets.

This Amended Current Report on Form 8-K/A of GMH Communities Trust (the “Company”) constitutes Amendment No. 1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2006 (the “Initial Filing”). Pursuant to the Initial Filing, the Company disclosed that it had completed the acquisition of a portfolio of 10 properties from Capstone Development Corporation, and would close on a final 11th property in the portfolio several weeks later (collectively, the “Capstone Portfolio”). The purpose of this Amendment No. 1 is to provide certain financial information of the real estate operations acquired, as required by Item 9.01 of Form 8-K.

In evaluating the Capstone Portfolio as a potential acquisition and determining the appropriate amount of consideration to be paid, the Company considered a variety of factors, including the current and historical occupancy and rent levels of the properties; the financial condition of the properties; property location, visibility and access, including proximity to the applicable college or university; the identity and enrollment levels at the applicable colleges and universities; age of the properties, physical condition and curb appeal; neighboring property uses; local market conditions, including other student housing; zoning; title to the properties; environmental matters; and growth patterns and economic conditions that may affect the properties.

Item 9.01          Financial Statements and Exhibits.

(a)          Financial Statements of Businesses Acquired.

Attached as Exhibit 99.1 are the financial statements of the Capstone Portfolio filed in accordance with Rule 3-14 of Regulation S-X, and as referenced by Item 9.01(a) of Form 8-K.

(b)          Pro Forma Financial Information.

The following pro forma financial information is included in this Amendment No.1 in accordance with Article 11 of Regulation S-X, and as referenced by Item 9.01(b) of Form 8-K:

Pro forma financial information

Pro forma consolidated balance sheet for

GMH Communities Trust as of September 30, 2006 (unaudited)

Pro forma consolidated balance sheet of operations for

GMH Communities Trust for the nine months ended September 30, 2006 (unaudited)

Pro forma consolidated statement of operations for GMH Communities Trust for the year ended

December 31, 2005 (unaudited)

Notes to Pro forma consolidated financial statements (unaudited)

(c)          Shell Company Transactions.

None.

(d)          Exhibits.

23.1

 

Consent of Horton, Lee, Burnett, Peacock, Cleveland & Grainger, P.C.

 

2




 

99.1

 

Combined Statements of Revenues and Certain Expenses for the Capstone Portfolio for the periods ended December 31, 2005 and September 30, 2006 and Independent Auditor’s Report.

 

3




GMH COMMUNITIES TRUST

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial presentation pursuant to Article 11 of Regulation S-X, and as referenced by Item 9.01(b) of Form 8-K. This financial information gives effect to the Capstone Portfolio acquisition as if the acquisition had occurred on the first day of the period presented for the pro forma consolidated statement of operations and as if the Company had acquired the Capstone Portfolio as of September 30, 2006 for the pro forma consolidated balance sheet

These pro forma financial statements should be read in conjunction with the Company’s historical financial statements, including the notes thereto, as filed in its Annual Report on Form 10-K for the year ended December 31, 2005, and as filed in its Quarterly Report on Form 10-Q for the period ended September 30, 2006. The pro forma condensed consolidated financial statements are unaudited and are not necessarily indicative of what the financial position or the actual results of operations would have been had the Company completed the acquisition of the Capstone Portfolio on September 30, 2006 or on the first day of the periods presented, nor do they purport to represent the financial position or the results of operations of the Company as of any future date or for any future periods.

4




 

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of September 30, 2006

(dollars in thousands, except number of shares)

 

 

The Company

 

Capstone
Portfolio

 

The Company Pro

 

 

 

Historical

 

Acquisition

 

Forma

 

 

 

(A)

 

(B)

 

 

 

ASSETS

 

 

 

 

 

 

 

Real estate investments

 

 

 

 

 

 

 

Student housing properties

 

$

1,413,617

 

$

221,120

 

$

1,634,737

 

Accumulated depreciation

 

55,685

 

 

55,685

 

 

 

1,357,932

 

221,120

 

1,579,052

 

 

 

 

 

 

 

 

 

Corporate assets

 

 

 

 

 

 

 

Corporate assets

 

8,943

 

 

8,943

 

Accumulated depreciation

 

829

 

 

829

 

 

 

8,114

 

 

8,114

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

7,107

 

1,844

 

8,951

 

Restricted cash

 

16,416

 

 

16,416

 

Accounts receivable – related party

 

15,293

 

 

15,293

 

Accounts receivable – third party

 

4,470

 

 

4,470

 

Investments in military housing projects

 

37,356

 

 

37,356

 

Deferred contract/acquisition costs

 

1,743

 

 

1,742

 

Deferred financing costs, net

 

3,947

 

560

 

4,507

 

Lease intangibles, net

 

713

 

2,684

 

3,397

 

Deposits

 

9,865

 

(6,920

)

2,945

 

Other assets

 

5,243

 

 

5,243

 

 

 

 

 

 

 

 

 

Total Assets

 

$

1,468,199

 

219,288

 

1,687,487

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Notes payable

 

$

829,789

 

173,363

 

1,003,152

 

Line of credit

 

128,000

 

45,925

 

173,925

 

Accounts payable

 

4,178

 

 

4,178

 

Accrued expenses

 

31,145

 

 

31,145

 

Dividends and distribution payable

 

16,571

 

 

16,571

 

Other liabilities

 

28,938

 

 

28,938

 

Total liabilities

 

1,038,621

 

219,288

 

1,257,909

 

 

 

 

 

 

 

 

 

Minority interest

 

164,218

 

 

164,218

 

 

 

 

 

 

 

 

 

Beneficiaries Equity

 

 

 

 

 

 

 

Common shares of beneficial interest, $0.001 par value; 500,000,000 shares authorized, 41,567,146 issued at September 30, 2006 and 39,699,843 issued and outstanding at December 31, 2005

 

42

 

 

42

 

Preferred shares-100,000 shares authorized, no shares issued or outstanding

 

 

 

 

Additional paid-in capital

 

326,072

 

 

326,072

 

Unearned share compensation

 

(817

)

 

(817

)

Cumulative earnings

 

2,617

 

 

2,617

 

Cumulative dividends

 

(62,554

)

 

(62,554

)

Total beneficiaries’ equity

 

265,360

 

 

265,360

 

 

 

 

 

 

 

 

 

Total liabilities and beneficiaries’ equity

 

$

1,468,199

 

$

219,288

 

$

1,687,487

 

 

5




 

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the nine months ended September 30, 2006

(dollars in thousands, except number of shares and per share amounts)

 

 

GMH
Communities
Trust

 

Capstone
Portfolio
Acquisition

 

Pro Forma
Adjustments

 

The Company
Pro Forma

 

 

 

(C)

 

(D)

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Rent and other income

 

$

133,821

 

$

23,248

 

$

 

$

157,069

 

Expense reimbursement

 

 

 

 

 

 

 

 

 

Related party

 

48,364

 

 

 

48,354

 

Third party

 

4,690

 

 

 

4,690

 

Management fee

 

 

 

 

 

 

 

 

Related party

 

6,271

 

 

 

6,271

 

Third party

 

2,421

 

 

 

2,421

 

Other fee income – related party

 

15,877

 

 

 

15,877

 

Other Income

 

254

 

 

 

254

 

Total Revenue

 

211,698

 

23,248

 

 

234,946

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Property operating expenses

 

65,563

 

10.965

 

 

76,528

 

Reimbursed expenses

 

53,054

 

 

 

53,054

 

Real estate taxes

 

13,042

 

1,529

 

 

14,571

 

Administrative expenses

 

12,102

 

 

 

12,102

 

Audit committee and special committee expenses

 

6,698

 

 

 

6,698

 

Depreciation and amortization

 

31,340

 

 

6,953

(E)

38,293

 

Interest

 

35,777

 

 

10,157

(F)

45,934

 

Total operating expenses

 

217,576

 

12,494

 

17,110

 

247,180

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before equity in earning of unconsolidated entities, income taxes and minority interest

 

(5,878

)

10,754

 

(17,110

)

(12,234

)

Equity in earnings of unconsolidated entities

 

2,850

 

 

 

2,850

 

(Loss) income before income taxes and minority interest

 

(3,028

)

10,754

 

(17,110

)

(9,384

)

Income taxes

 

3,494

 

 

 

 

3,494

 

(Loss)income before minority interest

 

(6,522

)

10,754

 

(17,110

)

(12,878

)

Minority interest

 

(2,829

)

 

(2,772

)(G)

(5,601

)

Net (loss) income

 

$

(3,693

)

$

10,754

 

$

(14,337

)

$

(7,276

)

 

 

 

 

 

 

 

 

 

 

Earning (loss) per common share- basic

 

$

(0.09

)

 

 

 

 

$

(0.18

)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common – diluted

 

$

(0.09

)

 

 

 

 

$

(0.18

)

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding during this period:

 

 

 

 

 

 

 

 

 

Basic

 

           40,678,959

 

 

 

 

 

           40,678,959

 

Diluted

 

           72,304,476

 

 

 

 

 

72,304,476

 

 

See accompanying notes to consolidated pro forma financial statements

6




 

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2005

(dollars in thousands, except number of shares and per share amounts)

 

 

GMH
Communities
Trust

 

Capstone
Portfolio
Acquisition

 

Pro Forma
Adjustments

 

The Company
Pro Forma

 

 

 

(H)

 

(I)

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Rent and other income

 

$

132,094

 

$

29,815

 

$

 

$

161,909

 

Expense reimbursement

 

 

 

 

 

 

 

 

 

Related party

 

57,930

 

 

 

57,930

 

Third party

 

4,650

 

 

 

4,650

 

Management fee

 

 

 

 

 

 

 

Related party

 

7,005

 

 

 

7,005

 

Third party

 

3,774

 

 

 

3,774

 

Other fee income – related party

 

18,321

 

 

 

18,321

 

Other Income

 

378

 

 

 

378

 

Total Revenue

 

224,152

 

29,815

 

 

253,967

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Property operating expenses

 

58,664

 

12,515

 

 

71,179

 

Reimbursed expenses

 

62,580

 

 

 

62,580

 

Real estate taxes

 

12,191

 

2,240

 

 

14,431

 

Administrative expenses

 

11,209

 

 

 

11,209

 

Audit committee and special committee expenses

 

 

 

 

 

Depreciation and amortization

 

34,188

 

 

8,376

(J)

42,564

 

Interest

 

31,025

 

 

12,683

(K)

43,708

 

Total operating expenses

 

209,857

 

14,755

 

21,059

 

245,671

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before equity in earning of unconsolidated entities, income taxes and minority interest

 

14,295

 

15,060

 

(21,059

)

8,296

 

Equity in earnings of unconsolidated entities

 

3,073

 

 

 

3,073

 

(Loss) income before income taxes and minority interest

 

17,368

 

15,060

 

(21,059

)

11,369

 

Income taxes

 

5,580

 

 

 

5,580

 

(Loss)income before minority interest

 

11,788

 

15,060

 

(21,059

)

5,789

 

Minority interest

 

5,729

 

 

(2,916

)

2,813

 

Net (loss) income

 

$

6,059

 

$

15,060

 

$

(18,143

)

2,976

 

 

 

 

 

 

 

 

 

 

 

Earning (loss) per common share- basic

 

$

0.19

 

 

 

 

 

$

0.09

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common – diluted

 

$

0.18

 

 

 

 

 

$

0.09

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding during the period:

 

 

 

 

 

 

 

 

 

Basic

 

           32,623,564

 

 

 

 

 

           32,623,564

 

Diluted

 

           65,603,352

 

 

 

 

 

           65,603,352

 

 

See accompany notes to consolidated pro forma financial statements

7




 

GMH Communities Trust

Notes to pro forma consolidated statements

(Unaudited)

1.               Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2006

(A)      Represents the historical consolidated balance sheet of GMH Communities Trust as of September 30, 2006.

(B)        Represents the pro forma adjustments to reflect the acquisition of eleven student housing properties referred to herein as the “Capstone Portfolio” that occurred during the month of October 2006 as if the acquisitions had occurred on September 30, 2006.   Total consideration paid for the acquisition was $226.2 million, of which $3.3 million relates to closing costs.  The source of funding was comprised of the following (in 000’s):

New mortgage indebtness

 

$

173,363

 

Borrowings on line of credit

 

45,925

 

Deposits made prior to September 30, 2006

 

6,920

 

Total consideration

 

$

226,208

 

 

The preliminary allocation of the purchase price to the Capstone Portfolio is as follows (in 000’s):

Student housing properties

 

$

221,120

 

Restricted cash

 

1,844

 

Deferred financing costs

 

560

 

Lease intangibles

 

2,684

 

Total

 

$

226,208

 

 

2.               Adjustments to the Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2006

(C)        Represents the historical consolidated statement of operations of GMH Communities Trust for the nine months ended September 30, 2006.

(D)       Represents the historical revenues and certain expenses of the eleven properties referred to as the Capstone Portfolio for the nine months ended September 30, 2006.

(E)         Represents $4.3 million of property depreciation and $2.7 million of amortization expense relating to intangible lease costs, respectively, related to the Capstone Portfolio that we have acquired, as if the acquisition occurred on January 1, 2006.  Depreciation and amortization expense are computed using the straight line method and are based on the estimated useful lives of the assets as follows:

Building

 

40 years

Furniture & Fixtures

 

5 years

Intangible leases

 

Remaining contractual life of 7 months

 

The useful remaining life for the intangible leases was estimated based on the contractual stipulations that might limit its useful life as if the transaction occurred on January 1, 2006.

8




(F)         Represents additional interest expense related to (i) new fixed-rate mortgage indebtness (ii) the related amortization of the deferred financing costs incurred in connection with these new mortgages and (iii) additional borrowings under the Company’s line of credit, all of which were incurred in connection with the acquisition of the Capstone Portfolio, as if the acquisition occurred on January 1, 2006. The new mortgages have 10-year terms and are interest only at an annual fixed interest rate of 5.84%.  The line of credit bears interest at an annual rate of LIBOR plus 2.0%.  The weighted average interest rate of the line of credit on the date of closing for the Capstone Portfolio was 7.32%.

(G)        Represents minority interest allocable to holders of limited partnership units in the Company’s operating partnership.  The weighted average minority interest percentage was 43.62% for the nine months ended September 30, 2006.

3.               Adjustments to the Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005

(H)       Represents the historical consolidated statement of operations of GMH Communities Trust for the year ended December 31, 2005.

(I)            Represents the historical revenues and certain expenses of the Capstone Portfolio for the year ended December 31, 2005.

(J)           Represents $5.7 million of property depreciation and $2.7 million of amortization expense relating to intangible lease costs related to the acquisition of the Capstone Portfolio as if the acquisition occurred on January 1, 2005.  Depreciation and amortization expense are computed using the straight line method and are based on the estimated useful lives of the assets as follows:

Building

 

40 years

Furniture & Fixtures

 

5 years

Intangible leases

 

Remaining contractual life of 7 months

 

The useful remaining life for the intangible leases was estimated based on the contractual stipulations that might limit its useful life as if the transaction occurred on January 1, 2005.

(K)       Represents additional interest expense related to (i) new fixed-rate mortgage indebtness (ii) the related amortization of the deferred financing costs incurred in connection with these new mortgages and (iii) additional borrowings under the Company’s line of credit, all of which were incurred in connection with the acquisition of the Capstone Portfolio, as if the acquisition occurred on January 1, 2005. The new mortgages have 10-year terms and are interest only at an annual fixed interest rate of 5.84%.  The line of credit bears interest at an annual rate of LIBOR plus 2.0%.  The weighted average interest rate on the line of credit during the year ended December 31, 2005 was 5.45%.

(L)         Represents minority interest allocable to holders of limited partnership units in the Company’s operating partnership.  The weighted average minority interest percentage was 48.6% for the year ended December 31, 2005.

9




 

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 hereunto duly authorized.

Dated: December 15, 2006

GMH COMMUNITIES TRUST

 

 

 

 

 

 

 

By:

/s/ J. Patrick O’Grady

 

 

Name:

J. Patrick O’Grady

 

Title:

Executive Vice President and
Chief Financial Officer

 

10




 

Exhibit Index

Exhibit
No.

 

Document Name

 

 

 

23.1

 

Consent of Horton, Lee, Burnett, Peacock, Cleveland & Grainger, P.C.

99.1

 

Combined Statements of Revenues and Certain Expenses for the Capstone Portfolio for the periods ended December 31, 2005 and September 30, 2006 and Independent Auditor’s Report.

 

11