GMH Communities Trust Announces 2007 Fourth Quarter and Year End Results
NEWTOWN SQUARE, Pa., Feb. 28 /PRNewswire-FirstCall/ -- GMH Communities Trust (NYSE:GCT), one of the leading providers of housing, lifestyle and community solutions for college students and members of the U.S. military and their families, today reported results for the 2007 fourth quarter and year ended December 31, 2007.
Results of Operations The Company reported net income of $2.8 million for the fourth quarter of 2007, or $0.07 per diluted share, as compared to a net loss of $1.3 million, or ($0.03) per diluted share, for the same period the prior year. Funds from operations (FFO) for the fourth quarter of 2007 were $15.6 million, or $0.22 per diluted share, compared to $9.8 million, or $0.13 per diluted share, for the fourth quarter of 2006. The Company had 71,208,439 weighted-average diluted common shares and units of limited partnership interests outstanding for the 2007 fourth quarter.
For the year ended December 31, 2007, the Company reported net income of $31.4 million, or $0.76 per diluted share, as compared to a net loss of $5.0 million, or ($0.12) per diluted share, for the year ended December 31, 2006. FFO for the year ended December 31, 2007 was $48.5 million, or $0.67 per diluted share, compared with $34.1 million, or $0.47 per diluted share, for the full year 2006. The Company had 72,508,608 weighted-average diluted common shares and units of limited partnership interest outstanding for the year ended December 31, 2007. Net income and FFO for the three months and year ended December 31, 2007 included a gain of approximately $1.5 million, or $0.02 per diluted share, relating to the sale of development land, and $383,000, or $0.01 per diluted share, relating to insurance recoveries from the Company's class action/securities litigation. Net income and FFO for the year ended December 31, 2007 were impacted by charges totaling $1.8 million, or $(0.03) per diluted share, relating to the Company's settlement of its class action/securities litigation. Net income from continuing operations for the three months ended December 31, 2007 was $2.9 million, or $0.07 per diluted share, as compared to a net loss of $1.7 million, or $(0.04) per diluted share, for the comparable quarter in the prior year. Net income from our continuing operations for the year ended December 31, 2007 was $13.5 million, or $0.33 per diluted share, as compared to a net loss of $6.0 million, or $(0.14) per diluted share, for the year ended December 31, 2006. Net income from continuing operations for the three months and year ended December 31, 2007 included insurance recoveries relating to class action/securities litigation and gain on the sale of development land referred to in the preceding paragraph. Adjusted net income and adjusted net income from continuing operations for the fourth quarter was approximately $2.0 million, or $0.05 per diluted share, and $2.1 million, or $0.05 per diluted share, respectively, representing net income before approximately $1.5 million ($0.8 million, net of minority interest) in gain resulting from the sale of development land during the three months ended December 31, 2007. Adjusted EBITDA, representing net income (loss) from continuing operations before minority interest, interest expense, income taxes, depreciation and amortization, gain on sale of development land, insurance recoveries relating to securities litigation and Audit/Special Committee expenses, totaled $30.9 million for the fourth quarter of 2007, as compared to $29.2 million for the comparable quarter last year, representing an increase of $1.7 million or 5.8%. Adjusted net income for the year ended December 31, 2007 was $0.9 million, or $0.02 per diluted share, representing net income before $53.7 million ($30.5 million, net of minority interest) in gain resulting from the sale of development land and student housing properties to third parties and the sale of student housing properties to joint ventures during the year ended December 31, 2007. Adjusted net loss from continuing operations for the year ended December 31, 2007 was $300,000, or $(0.01) per diluted share, representing net loss before gain from the sales of student housing properties to joint ventures and development land. Adjusted EBITDA, representing net income (loss) from continuing operations before minority interest, interest expense, income taxes, depreciation and amortization, gain on sales to joint ventures and the sale of land, insurance recoveries relating to securities litigation and Audit/Special Committee expenses, totaled $115.4 million for the twelve months ended December 31, 2007, as compared to $93.9 million for the year ended December 31, 2006, representing an increase of $21.5 million or 22.9%. The financial tables and schedules accompanying this press release contain reconciliations of each of (i) FFO, adjusted net income (loss), adjusted net income (loss) from continuing operations, and adjusted EBITDA to net income (loss) from continuing operations, the most directly comparable GAAP measure, and (ii) FFO per diluted share and adjusted net income (loss) per diluted share to earnings (loss) per diluted share, the most directly comparable GAAP measure. Business Segment Review for 2007 Fourth Quarter and Year End Student Housing Owned Properties Segment -- Net income from continuing operations relating to the Company's student -- Total revenues for same store properties, representing 52 properties -- Total revenues for same store properties, representing 43 properties -- During the fourth quarter of 2007, the Company acquired 13 parcels of -- As of February 26, 2008, pre-lease occupancy for the Company's At year end, the Company owned, or had ownership interests in, 72 student housing properties containing a total of 13,232 units and 42,670 beds and seven undeveloped or partially developed parcels of land held for development as student housing properties. This portfolio included eight properties containing a total of 1,140 units and 4,160 beds in which the Company held a 10% interest through joint ventures with third parties, and for which the Company provides management services. In addition to properties held through joint ventures, the Company currently manages a total of 12 student housing properties owned by others, containing a total of 2,239 units and 7,156 beds, including 48 units and 262 beds under construction. Military Housing Segment -- On October 1, 2007, the military housing division commenced operations -- On November 1, 2007, the military housing division finalized agreements -- During the fourth quarter of 2007 the Company announced that it had -- As of December 31, 2007, the Company earned fees for providing -- Net income relating to the military housing segment for the three During the first quarter of 2008, the Company also announced that it had finalized agreements with the Army to be the private sector developer for the unaccompanied personnel housing (UPH) at Fort Stewart located in Hinesville, Georgia. The project is coterminous with the existing 50-year ground lease relating to the Company's Fort Stewart/Hunter family housing project and commences with a two-year IDP that includes design, construction, management, maintenance and operational responsibilities for an estimated 334 end-state housing units with project costs of approximately $37.0 million. The Company also is in active negotiations to finalize the acquisition of its interest in the Fort Jackson and West Point projects with the Army, and the AMC West project with the Air Force. The Fort Jackson and AMC West projects are expected to commence operations during the second quarter, and the West Point project during the third quarter of 2008. Announcement of Sale of Company As reported on February 12, 2008, GMH Communities Trust has entered into a securities purchase agreement with a U.S. subsidiary of Balfour Beatty plc for the sale of the Company's military housing division, and a merger agreement with American Campus Communities, Inc. relating to the acquisition of the student housing division. The Company expects the transactions contemplated under these agreements to be completed during the second quarter of 2008. Conference Call Management will not be conducting its conference call previously scheduled for February 29, 2008 due to the recently announced pending sale of the Company. Supplemental Information The Company will produce a supplemental information package that provides details regarding its operating performance, investing activities and overall financial position for the 2007 fourth quarter and year end. A copy of this supplemental information package will be available on the Company's website at www.gmhcommunities.com under the Investor Relations section. Non-GAAP Financial Measures This press release contains non-GAAP ("Generally Accepted Accounting Principles") information that is generally provided by most publicly traded REITs and that we believe may be of interest to the investment community. Reconciliations of all non-GAAP financial measures to GAAP financial measures are included in a schedule accompanying this press release.
About GMH Communities Trust GMH Communities Trust ("GMH") (www.gmhcommunities.com) is a publicly- traded Maryland real estate investment trust (REIT). We are a self-advised, self- managed, specialty housing company focused on providing housing to college and university students residing off-campus and to members of the U.S. military and their families residing on or near bases throughout the United States. GMH also provides property management services to third- party owners of student housing properties, including colleges, universities, and other private owners. The Company, based in Newtown Square, PA, employs more than 2,200 people throughout the United States. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release that are based on our current expectations, estimates and projections about future events and financial trends affecting us are "forward-looking statements." Forward- looking statements can be identified by the use of words such as "may," "will," "should," "expect," "estimate" or other comparable terminology. These statements are inherently subject to risks and uncertainties, including the risks relating to our business presented in our filings with the Securities and Exchange Commission. Forward-looking statements are made as of the date of this press release, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additional Information and Where to Find It This press release does not constitute an offer of any securities for sale. In connection with the merger, American Campus Communities, Inc. ("ACC") intends to file with the SEC a registration statement on Form S-4, which will include a proxy statement/prospectus of GMH and ACC and other relevant materials in connection with the proposed transactions. Investors and security holders of GMH are urged to read the proxy statement/prospectus and the other relevant material when they become available because they will contain important information about GMH, ACC and the proposed transactions. The proxy statement/prospectus and other relevant materials (when they become available), and any and all documents filed by GMH or ACC with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by GMH by directing a written request to GMH Communities Trust, 10 Campus Boulevard, Newtown Square, Pennsylvania 19073, Attention: Investor Relations. Investors and security holders may obtain free copies of the documents filed with the SEC by ACC by directing a written request to American Campus Communities, Inc., 805 Las Cimas Parkway, Suite 400, Austin, Texas 78746 Attention: Investor Relations. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS. ACC, GMH and their respective executive officers, directors and trustees may be deemed to be participants in the solicitation of proxies from the security holders of GMH in connection with the merger. Information about those executive officers and directors of ACC and their ownership of ACC common stock is set forth in the proxy statement for ACC's 2007 Annual Meeting of Stockholders, which was filed with the SEC on March 29, 2007. Information about the executive officers and trustees of GMH and their ownership of GMH common shares is set forth in the proxy statement for GMH's 2007 Annual Meeting of Shareholders, which was filed with the SEC on May 8, 2007. Investors and security holders may obtain additional information regarding the direct and indirect interests of ACC, GMH and their respective executive officers, directors and trustees in the Merger by reading the proxy statement and prospectus regarding the Merger when they become available. *******Financial Tables Follow ******* See Supplemental Information Package for Additional Financial Information GMH COMMUNITIES TRUST December 31, December 31, ASSETS Cash and cash equivalents 15,727 22,539 LIABILITIES AND BENEFICIARIES' EQUITY Minority interest 136,422 157,972 GMH COMMUNITIES TRUST
REVENUE: OPERATING EXPENSES: Income (loss) before equity in Discontinued Operations: PER SHARE INFORMATION: Diluted earnings (loss) per GMH COMMUNITIES TRUST 2007 2006 Minority interest 23,796 (3,857) Cash flows from investing activities: Cash flows from financing activities: Supplemental information
Funds From Operations
Diluted funds from operations per share ("Diluted FFO per share") Diluted FFO per share, or sometimes referenced as FFO per diluted share, is (1) FFO adjusted to add back any convertible preferred share dividends and any other changes in FFO that would result from the assumed conversion of securities that are convertible or exchangeable into common shares divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged. However, the computation of Diluted FFO per share does not assume conversion of securities that are convertible into common shares if the conversion of those securities would increase Diluted FFO per share in a given period. The Company believes that Diluted FFO per share is useful to investors because it provides investors with a further context for evaluating its FFO results in the same manner that investors use earnings per share in evaluating net income available to common shareholders. In addition, since most equity REITs provide Diluted FFO per share information to the investment community, the Company believes Diluted FFO per share is a useful supplemental measure for comparing the Company to other equity REITs. The Company believes that diluted EPS is the most directly comparable GAAP measure to Diluted FFO per share. Diluted FFO per share, as it is based on FFO, has most of the same limitations as FFO (described above); management compensates for these limitations by using the measure simply as a supplemental measure that is weighed in the balance with other GAAP and non-GAAP measures. The following table presents a reconciliation of FFO to net income (loss), and FFO per diluted share to earnings (loss) per diluted share, for the three and twelve months ended December 31, 2007 and December 31, 2006 (in thousands, except for per share data): Three months Three months Twelve months Twelve months FUNDS FROM Net income (loss) $2,847 $(1,293) $31,431 $(4,986) Add:
FFO per share/unit - fully diluted $0.22 $0.13 $0.67 $0.47 EPS - basic $0.07 $(0.03) $0.76 $(0.12) EPS - fully diluted $0.07 $(0.03) $0.76 $(0.12)
This press release includes references to adjusted net income, adjusted net income (loss) from continuing operations and adjusted EBITDA. Adjusted net income (loss) represents net income (loss) as adjusted for gain from sales of student housing properties to third parties and joint ventures during the second and third quarters of 2007, and gain on the sale of land held for development during the fourth quarter of 2007. Adjusted net income (loss) from continuing operations represents net income from continuing operations as adjusted for gain on sales to joint ventures and the sale of land. We believe adjusted net income (loss) and adjusted net income (loss) from continuing operations are useful measures of our operating performance, as they provide us with a measure of our profitability, by removing the gains from non-operating activities, enabling us to analyze our operating performance on a comparable basis to our competitors, regardless of capital structure. Adjusted net income (loss) and adjusted net income (loss) from continuing operations, as calculated by us, may not be comparable to these measures as reported by other companies that do not define them exactly as we define the term. Adjusted net income (loss) and adjusted net income (loss) from continuing operations do not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income or net income determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of liquidity. Adjusted EBITDA, a non-GAAP financial measure, is defined as net income (loss) from continuing operations before minority interest, interest, income taxes, depreciation and amortization, gain on sales to joint ventures and the sale of land, recoveries relating to class action/securities litigation and Audit/Special Committee expenses. Adjusted EBITDA is a useful measure of our operating performance, as it provides us with a measure of our profitability, by removing the impact of our asset base (primarily depreciation and amortization), non-operating gains (losses), and the leverage from our operating results, enabling us to analyze our operating performance on a comparable basis to our competitors, regardless of capital structure. Adjusted EBITDA, as calculated by us, may not be comparable to adjusted EBITDA reported by other companies that do not define adjusted EBITDA exactly as we define the term. Adjusted EBITDA does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income or net income determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of liquidity. The following tables present reconciliations of net income (loss) and net income (loss) from continuing operations as adjusted to add back the items described above for the three months and twelve months ended December 31, 2007 and December 31, 2006 (in thousands): Adjusted Net Income (Loss) Three months Twelve months Net income (loss) $2,847 $0.07 $31,431 $0.76 (a) Gain on sale to joint venture and development land is $1,473 less $629 Adjusted Net Income (Loss) From Continuing Operations Three months Twelve months Net income (loss) from (a) Gain on sale to joint venture and development land is $1,473 less $629
Three months ended Twelve months ended Net income (loss) from Adjustments: Adjusted EBITDA $30,944 $29,221 $115,377 $93,908
CONTACT: Joe Calabrese, Financial Relations Board, +1-212-827-3772, for Web site: http://www.gmhcommunities.com/
2008-02-28 19:17:47 0301360 PRNEWSWIRE
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