SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 21, 2004
GOVERNMENT PROPERTIES TRUST, INC.
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(Exact name of registrant as specified in its charter)
Maryland 1-31962 20-0611663
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10250 Regency Circle, Suite 100, Omaha, Nebraska 68114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 391-0010
None
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(Former name or former address, if changed since last report)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant hereby amends the following items, financial statement, exhibits or
other portions of its current Reports on Form 8-K dated September 21, 2004, as
filed on September 21, 2004, to include the historical financial statements and
pro forma financial information required by Item 9.01(a) and (b).
1
TABLE OF CONTENTS
Item 2.01 Acquisition of Assets......................................................................... 3
Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits 4
(A) Financial Statements of Real Estate Operations Acquired
(1) Charleston Courthouse Associates, LLC - Charleston, South Carolina 4
Report of Independent Registered Public Accounting Firm.................................. 4
Statements of Revenue and Certain Expenses for the six months ended June 30, 2004
(unaudited) and for the year ended December 31, 2003..................................... 5
Notes to Statements of Revenue and Certain Expenses...................................... 6
(B) Pro Forma Financial Information (unaudited) 7
(1) Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2004.................. 8
(2) Pro Forma Consolidated Statement of Operations for the year ended December 31, 2003...... 11
(3) Pro Forma Consolidated Statement of Operations for the nine months ended September 30,
2004..................................................................................... 12
(C) Exhibits...................................................................................... 15
(D) SIGNATURE..................................................................................... 16
2
ITEM 2.01 ACQUISITION OF ASSETS
On September 15, 2004, Government Properties Trust, Inc. (the Company) completed
its previously announced acquisition of the Hollings Judicial Center Annex
(HJCA) in Charleston, S.C. for approximately $19.0 million. The purchase price
was determined through arms-length negotiations between the Company and
Charleston Courthouse Associates, LLC, an unrelated party with an address at
85-91 Broad Street, Charleston, South Carolina. The Company funded the purchase
price with cash on hand.
The HJCA property is over 61,000 gross square feet and was constructed and
placed into service in August 1999. The property is fully leased by the federal
government under a modified gross lease which expires in July 2019. The federal
government has two 10-year renewal options.
3
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
GOVERNMENT PROPERTIES TRUST, INC.
CHARLESTON COURTHOUSE ASSOCIATES, LLC -- CHARLESTON, SOUTH CAROLINA
STATEMENTS OF REVENUE AND CERTAIN EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED) AND
FOR THE YEAR ENDED DECEMBER 31, 2003
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees of
Government Properties Trust, Inc.
We have audited the accompanying Statement of Revenue and Certain Expenses of
Charleston Courthouse Associates, LLC (the Property) for the year ended December
31, 2003. This Statement of Revenue and Certain Expenses is the responsibility
of the Property's management. Our responsibility is to express an opinion on the
Statement of Revenue and Certain Expenses based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the Statement
of Revenue and Certain Expenses is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures made in the Statement of Revenue and Certain Expenses. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the Statement
of Revenue and Certain Expenses. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying Statement of Revenue and Certain Expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in Government Properties Trust, Inc.'s Current
Report on Form 8-K as described in Note 2, and is not intended to be a complete
presentation of the Property's revenue and expenses.
In our opinion, the Statement of Revenue and Certain Expenses referred to above
presents fairly, in all material respects, the revenue and certain expenses
described in Note 2 for the year ended December 31, 2003 in conformity with U.S.
generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
August 31, 2004
4
CHARLESTON COURTHOUSE ASSOCIATES, LLC
-- CHARLESTON, SOUTH CAROLINA
STATEMENTS OF REVENUE AND CERTAIN EXPENSES
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2004 DECEMBER 31,
(UNAUDITED) 2003
----------- ----
REVENUE
Rental income............................ $ 839,304 $ 1,678,608
Tenant reimbursements.................... 3,940 7,880
----------- --------------
843,244 1,686,488
CERTAIN EXPENSES
Real estate taxes........................ 91,440 182,880
Insurance................................ 14,633 29,266
----------- --------------
106,073 212,146
----------- --------------
Revenue in excess of certain expenses...... $ 737,171 $ 1,474,342
=========== ==============
See accompanying notes.
5
CHARLESTON COURTHOUSE ASSOCIATES, LLC -- CHARLESTON, SOUTH CAROLINA
NOTES TO STATEMENTS OF REVENUE AND CERTAIN EXPENSES
1. DESCRIPTION OF THE PROPERTY
The Charleston Courthouse Associates, LLC - Charleston, South Carolina (the
Property), located at 85-91 Broad Street, Charleston, South Carolina is an
office building that is 100% leased to the Federal Government pursuant to a
lease expiring in 2019. The Federal Government has two 10-year renewal options
at a base rate of no less than the current base rate.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying statement of revenue and certain expenses for the year ended
December 31, 2003 was prepared for purposes of complying with the rules and
regulations of the Securities and Exchange Commission. The accompanying
financial statement is not representative of the actual operations of the
Property for the periods presented nor indicative of future operations as
certain expenses, primarily depreciation, amortization and interest expense,
which may not be comparable to the expenses expected to be incurred by the
Company in future operations of Property, have been excluded.
In preparation of the statement of revenue and certain expenses in conformity
with U.S. generally accepted accounting principles, management makes estimates
and assumptions that affect the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from these estimates.
Rental income is recorded when due from the tenant under the term of the lease.
The current lease requires monthly rental payments totaling $139,884 through the
term of the respective lease. The lease also contains provisions to recover real
estate taxes at an amount in excess of the tenant's base year amount, as
defined. Such revenue is included in tenant reimbursements in the statement of
revenue and certain expenses.
3. INTERIM PERIOD (UNAUDITED)
The unaudited statement of revenue and certain expenses for the six months ended
June 30, 2004, has been prepared for purposes of complying with the rules and
regulations of the Securities and Exchange Commission. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 2004 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2004.
6
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
On January 27, 2004, the Company completed its initial public offering (the
Offering) and sold approximately 19.7 million common shares and received
approximately $177.0 million in net proceeds. The Company used a portion of the
proceeds to repay outstanding lines of credit and mortgage debt on previously
owned properties and intends to use the majority of the remaining proceeds to
acquire additional properties.
Since the Offering and through September 30, 2004, the Company completed its
previously announced acquisitions of the following properties:
PROPERTY LOCATION ACQUISITION COST DATE ACQUIRED
-------- ---------------- -------------
Bureau of Public Debt (Mineral Wells Property)..................... Mineral Wells, WV $ 5,109,486 March 1, 2004
Federal Bureau of Investigation (Pittsburgh FBI Property).......... Pittsburgh, PA 28,682,675 May 4, 2004
USDA District Offices (Lenexa Property)............................ Lenexa, KS 10,525,293 June 14, 2004
Veterans Administration Outpatient Clinic (Baton Rouge Property)... Baton Rouge, LA 5,931,242 September 10, 2004
Federal Courthouse (Charleston Fed Court Property)................. Charleston, SC 19,277,829 September 15, 2004
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$ 69,526,525
=============
The Company funded the above acquisitions with cash on hand. On July 30, 2004,
the Company received $21.0 million and $8.0 million from mortgage notes payable
related to its Pittsburgh FBI and Lenexa Properties, respectively. The net
effect of the Offering, 2004 Acquisitions and additional mortgage notes payable
are reflected in the Company's consolidated historical balance sheet at
September 30, 2004.
Subsequent to September 30, 2004, the Company completed the following
acquisitions:
PROPERTY LOCATION ACQUISITION COST
-------- ----------------
Food & Drug Administration (College Park Property).............. College Park, MD $ 21,392,480
Citizens and Immigration Services (Pittsburgh USCIS Property.... Pittsburgh, PA 10,476,321
Bureau of Public Debt (Parkersburg Property).................... Parkersburg, WV 20,197,492
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$ 52,066,293
==============
In addition, on October 13, 2004, the Company completed the sale of the Federal
Express building in Harahan, LA (Harahan Property) for approximately $4.6
million in cash.
The accompanying unaudited Pro Forma Condensed Consolidated Balance Sheet of the
Company is presented as if the College Park Property, Pittsburgh USCIS Property
and Parkersburg Property had been acquired and the Harahan Property had been
sold on September 30, 2004. This Pro Forma Condensed Consolidated Balance Sheet
should be read in conjunction with the Company's historical consolidated
financial statements and notes thereto as filed on Form 10-K for the year ended
December 31, 2003 and on Form 10-Q for the nine months ended September 30, 2004.
In management's opinion, all adjustments necessary to reflect the acquisitions
of the College Park Property, Pittsburgh USCIS Property and Parkersburg Property
and the sale of the Harahan Property have been made. The following Pro Forma
Condensed Consolidated Balance Sheet is not necessarily indicative of what the
actual financial position would have been assuming the above transactions had
been consummated at September 30, 2004, nor does it purport to represent the
future financial position of the Company.
7
GOVERNMENT PROPERTIES TRUST, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2004
(UNAUDITED)
COLLEGE PITTSBURGH PARKERSBURG PRO
HISTORICAL (A) PARK (B) USCIS (C) (D) HARAHAN (E) FORMA
-------------- -------------- -------------- -------------- -------------- --------------
ASSETS
Real estate at cost, net of
accumulated depreciation ......... $ 101,692,784 $ 21,392,480 $ 10,476,321 $ 20,197,492 $ -- $ 153,759,077
Cash and cash equivalents .......... 105,934,854 (4,131,645) (10,263,804) (2,520,977) 1,457,223 90,475,651
Restricted cash escrows ............ 692,570 -- -- -- -- 692,570
Restricted cash for
letter of credit ................. 17,426,515 -- -- (17,426,515) -- --
Tenant receivables ................. 752,719 -- 266,885 -- -- 1,019,604
Notes receivable from tenant ....... 680,122 -- -- -- -- 680,122
Deferred costs, net ................ 740,694 175,872 -- -- -- 916,566
Real estate deposits ............... 1,950,000 (1,000,000) (250,000) (250,000) -- 450,000
Property held for sale ............. 4,271,071 -- -- -- (4,271,071) --
Other assets ....................... 1,260,776 213,293 91,077 -- -- 1,565,146
-------------- -------------- -------------- -------------- -------------- --------------
Total assets ....................... $ 235,402,105 $ 16,650,000 $ 320,479 $ -- $ (2,813,848) $ 249,558,736
============== ============== ============== ============== ============== ==============
LIABILITIES AND STOCKHOLDERS'EQUITY
Liabilities:
Accounts payable and accrued
expenses ...................... $ 1,202,655 $ -- $ 320,479 $ -- $ 1,523,134
Dividend payable ................ 3,103,875 -- -- -- -- 3,103,875
Mortgage notes payable .......... 53,192,447 16,650,000 -- -- -- 69,842,447
Liabilities related to
property held for sale ........ 3,136,070 -- -- -- (3,136,070) --
-------------- -------------- -------------- -------------- -------------- --------------
Total liabilities .................. 60,635,047 16,650,000 320,479 -- (3,136,070) 74,469,456
Stockholders' equity:
Common stock ($0.01 par value at
September 30, 2004; 50,000,000
shares authorized, 20,692,502
shares issued and outstanding
at September 30, 2004) ........ 205,183 -- -- -- -- 205,183
Accumulated deficit ............. (3,656,423) -- -- -- 322,222 (3,334,201)
Additional paid-in capital ...... 188,043,599 -- -- -- -- 188,043,599
Dividends declared .............. (9,825,301) -- -- -- (9,825,301)
-------------- -------------- -------------- -------------- -------------- --------------
Total stockholders' equity ......... 174,767,058 -- -- -- 322,222 175,089,280
-------------- -------------- -------------- -------------- -------------- --------------
Total liabilities and
stockholders' equity ............. $ 235,402,105 $ 16,650,000 $ 320,479 $ -- $ (2,813,848) $ 249,558,736
============== ============== ============== ============== ============== ==============
See accompanying notes.
8
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(A) Represents the historical consolidated balance sheet of the Company as of
September 30, 2004.
(B) Represents the acquisition of the College Park Property on October 5, 2004.
In connection with the acquisition of the College Park Property the Company
assumed certain assets and a mortgage loan in the amount of $16,650,000. The
remaining purchase was funded with cash. The mortgage loan bears interest at a
fixed rate of 6.75% with principal and interest due monthly through November
2026. The College Park Property was completed in September 2004 and totals
approximately 79,000 rentable square feet. Approximately 64,000 square feet is
occupied by the United States Food & Drug Administration. The remaining space,
totaling 15,000 rentable square feet, is vacant. Under terms of the acquisition
agreement, the Company will pay an additional amount of $1.2 million should a
lease be executed for the vacant space within 6 months of the date of
acquisition.
(C) Represents the acquisition of the Pittsburgh USCIS Property on October 26,
2004. The Pittsburgh USCIS Property was acquired with cash and the assumption of
certain assets and liabilities. The Pittsburgh USCIS Property, completed in
March 2004, totals approximately 33,000 rentable square feet and is 100%
occupied by the United States Citizenship and Immigration Services.
(D) Represents the acquisition of the Parkersburg Property on November 1, 2004.
In connection with the acquisition of the Parkersburg Property a letter of
credit was drawn upon. The remaining purchase was funded with cash. The
Parkersburg Property, completed in September 2004, totals approximately 81,000
rentable square feet and is 100% occupied by the Bureau of Public Debt.
(E) Represents the sale of the Harahan Property on October 13, 2004. The Buyer
assumed the mortgage notes payable in the amount of $3,136,070.
9
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
The accompanying unaudited Pro Forma Consolidated Statements of Operations for
the nine months period ended September 30, 2004 and for the year ended December
31, 2003 of the Company is presented as if the Charleston Fed Court Property,
Pittsburgh FBI Property, Lenexa Property, Mineral Wells Property and other
properties acquired in 2003 (the "2003 Acquired Properties), collectively the
"Acquired Properties", had been acquired on January 1, 2003. These Pro Forma
Consolidated Statements of Operations should be read in conjunction with the
Company's historical consolidated financial statements and notes thereto as
filed on Form 10-K for the year ended December 31, 2003 and on Form 10-Q for the
nine months ended September 30, 2004. In management's opinion, all adjustments
necessary to reflect the above acquisitions have been made.
The unaudited Pro Forma Consolidated Statements of Operations are not
necessarily indicative of what the actual results of operations would have been
for the nine month period ended September 30, 2004 or for the year ended
December 31, 2003 assuming the above transactions had been consummated at
January 1, 2003, nor does it purport to represent the future results of
operations of the Company.
The accompanying unaudited Pro Forma Consolidated Statements of Operations do
not include the results of operations for the Baton Rouge Property, College Park
Property, Pittsburgh USCIS Property and the Parkersburg Property as these
properties began operations within the last nine months and therefore pro forma
financial information pursuant to Article 11 of Regulation S-X is not
applicable.
10
GOVERNMENT PROPERTIES TRUST, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
(UNAUDITED)
MINERAL PITTSBURGH
HISTORICAL (A) WELLS (B) FBI (B) LENEXA (B)
------------------- --------------- --------------- ---------------
Revenue
Rental income .............................. $ 2,812,476 $ 573,843 $ 3,171,536 $ 1,176,946
Tenant reimbursements ...................... -- -- 13,561 48,985
------------------- --------------- --------------- ---------------
Total revenue ................................... 2,812,476 573,843 3,185,097 1,225,931
Expenses
Property operations ........................ 623,147 66,657 586,572 188,719
Real estate taxes .......................... 238,201 14,692 335,880 159,980
Depreciation and amortization .............. 764,090 -- -- --
General and administrative ................. 440,668 -- -- --
------------------- --------------- --------------- ---------------
Total expenses .................................. 2,066,106 81,349 922,452 348,699
------------------- --------------- --------------- ---------------
Operating income (loss) ......................... 746,370 492,494 2,262,645 877,232
Other income .................................... 21,635 -- -- --
Interest expense
Expense .................................... (1,188,048) -- -- --
Amortization of deferred financing fees .... (9,230) -- -- --
------------------- --------------- --------------- ---------------
Income (loss) from continuing operations ........ $ (429,273) $ 492,494 $ 2,262,645 $ 877,232
=================== =============== =============== ===============
Earnings (loss) per share from continuing
operations (basic and diluted) .................. $ (0.51)
===================
Weighted average shares outstanding (basic and
diluted) ...................................... 836,133
===================
CHARLESTON 2003 ACQUIRED ADJUSTMENTS
FED COURT (B) PROPERTIES (B) (C), (D) PRO FORMA
--------------- --------------- --------------- ---------------
Revenue
Rental income .............................. $ 1,678,608 $ 1,183,253 $ -- $ 10,596,662
Tenant reimbursements ...................... 7,880 -- -- 70,426
--------------- --------------- --------------- ---------------
Total revenue ................................... 1,686,488 1,183,253 -- 10,667,088
Expenses
Property operations ........................ 29,266 278,385 -- 1,772,746
Real estate taxes .......................... 182,880 110,039 -- 1,041,672
Depreciation and amortization .............. -- -- 2,357,895 3,121,985
General and administrative ................. -- -- -- 440,668
--------------- --------------- --------------- ---------------
Total expenses .................................. 212,146 388,424 2,357,895 6,377,071
--------------- --------------- --------------- ---------------
Operating income (loss) ......................... 1,474,342 794,829 (2,357,895) 4,290,017
Other income .................................... -- -- -- 21,635
Interest expense
Expense .................................... -- -- (1,898,387) (3,086,435)
Amortization of deferred financing fees .... -- -- (105,147) (114,377)
--------------- --------------- --------------- ---------------
Income (loss) from continuing operations ........ $ 1,474,342 $ 794,829 $ (4,361,429) $ 1,110,840
=============== =============== =============== ===============
Earnings (loss) per share from continuing
operations (basic and diluted) .................. $ 0.05
===============
Weighted average shares outstanding (basic and
diluted) ...................................... 19,856,369 20,692,502
=============== ===============
See accompanying notes.
11
GOVERNMENT PROPERTIES TRUST, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 (UNAUDITED)
CHARLESTON MINERAL PITTSBURGH
HISTORICAL (A) FED COURT (B) WELLS (B) FBI (B)
------------------- --------------- --------------- ---------------
Revenue
Rental income ................................ $ 5,060,076 $ 1,189,034 $ 80,850 $ 1,069,918
Tenant reimbursements ........................ 205,851 5,910 -- 139
------------------- --------------- --------------- ---------------
Total revenue ..................................... 5,265,927 1,194,944 80,850 1,070,057
Expenses
Property operations .......................... 1,126,570 20,748 16,906 219,685
Real estate taxes ............................ 578,428 129,851 1,556 136,040
Depreciation and amortization ................ 1,436,990 -- -- --
General and administrative ................... 3,026,211 -- -- --
------------------- --------------- --------------- ---------------
Total expenses .................................... 6,168,199 150,599 18,462 355,725
------------------- --------------- --------------- ---------------
Operating income (loss) ........................... (902,272) 1,044,345 62,388 714,332
Other income ...................................... 1,238,417 -- -- --
Interest expense
Expense ...................................... (1,426,521) -- -- --
Expense from issuance of warrant ............. (2,097,900) -- -- --
Amortization of deferred financing fees ...... (170,085) -- -- --
------------------- --------------- --------------- ---------------
Income (loss) from continuing operations .......... $ (3,358,361) $ 1,044,345 $ 62,388 $ 714,332
=================== =============== =============== ===============
Loss per share from continuing operations (basic
and diluted) .................................... $ (0.18)
===================
Weighted average shares outstanding (basic and
diluted) ........................................ 18,585,837
===================
ADJUSTMENTS
LENEXA (B) (C), (D) PRO FORMA
--------------- --------------- ---------------
Revenue
Rental income ................................ $ 540,071 $ -- $ 7,939,949
Tenant reimbursements ........................ 24,198 -- 236,098
--------------- --------------- ---------------
Total revenue ..................................... 564,269 -- 8,176,047
Expenses
Property operations .......................... 93,638 -- 1,477,547
Real estate taxes ............................ 69,922 -- 915,797
Depreciation and amortization ................ -- 916,959 2,353,949
General and administrative ................... -- -- 3,026,211
--------------- --------------- ---------------
Total expenses .................................... 163,560 916,959 7,773,504
--------------- --------------- ---------------
Operating income (loss) ........................... 400,709 (916,959) 402,543
Other income ...................................... -- -- 1,238,417
Interest expense
Expense ...................................... -- (885,240) (2,311,761)
Expense from issuance of warrant ............. -- -- (2,097,900)
Amortization of deferred financing fees ...... -- (58,352) (228,437)
--------------- --------------- ---------------
Income (loss) from continuing operations .......... $ 400,709 $ (1,860,551) $ (2,997,138)
=============== =============== ===============
Loss per share from continuing operations (basic
and diluted) .................................... $ (0.14)
===============
Weighted average shares outstanding (basic and
diluted) ........................................ 2,106,665 20,692,502
=============== ===============
See accompanying notes.
12
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(A) Represents the historical consolidated statements of operations of the
Company. The historical consolidated statement of operations for the year ended
December 31, 2003 has been reclassified to reflect the Harahan Property as a
discontinued operation.
(B) Represents the historical operations for the Charleston Fed Court Property,
the Mineral Wells Property, the Pittsburgh FBI Property, the Lenexa Property and
the 2003 Acquired Properties prior to the Company's date of acquisition. Audited
historical financial information for the Mineral Wells Property was included in
the Company's registration statement related to the Offering. Audited and
unaudited historical financial information for the Pittsburgh FBI Property and
the Lenexa Property are included in report on Form 8-K/A filed on July 16, 2004.
Audited and unaudited historical financial information for the Charleston Fed
Court Property are included in this report on Form 8-K/A.
(C) Represents pro forma adjustments related to the Company's ownership of the
Acquired Properties prior to its date of acquisition:
ADJUSTMENTS FOR
NINE MONTHS ADJUSTMENTS FOR
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2004 2003
--------------- ---------------
DEPRECIATION AND AMORTIZATION (1)
Mineral Wells .................................. $ 24,222 $ 145,332
Pittsburgh FBI ................................. 322,524 967,572
Lenexa ......................................... 165,358 360,780
Charleston Fed Court ........................... 404,855 571,558
2003 Acquired Properties ....................... -- 312,653
-------- ----------
Total depreciation and amortization
expense .................................. $916,959 $2,357,895
======== ==========
INTEREST EXPENSE (2)
Pittsburgh FBI ................................. $673,750 $1,155,000
Lenexa ......................................... 253,867 435,200
2003 Acquired Properties ....................... -- 458,444
-------- ----------
Total interest expense ...................... $927,617 $2,048,644
======== ==========
AMORTIZATION OF DEFERRED FINANCING FEES (2)
Pittsburgh FBI ................................. $ 25,442 $ 43,615
Lenexa ......................................... 32,910 56,417
2003 Acquired Properties ....................... -- 5,115
-------- ----------
Total interest expense ...................... $ 58,352 $ 105,147
======== ==========
(1) Represents estimated depreciation and amortization of the acquired
properties based upon the preliminary purchase price allocations in
accordance with our depreciation and amortization policy.
(2) Represents estimated interest expense for the Pittsburgh FBI Property, the
Lenexa Property and the individual 2003 Acquired Properties' mortgage
debt, including stated interest rate and amortization of deferred loan
fees.
13
(D) Represents pro forma adjustments related to the Company's Offering and the
related effects on the Consolidated Statements of Operations as if the Offering
had occurred on January 1, 2003:
ADJUSTMENTS FOR
NINE MONTHS ADJUSTMENTS FOR
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2004 2003
--------------- ---------------
INTEREST EXPENSE (1)
Elimination of interest expense on debt repaid from
Offering proceeds related to 2003 Acquired Properties $ (42,377) $ (150,257)
=============== ===============
WEIGHTED AVERAGE SHARES OUTSTANDING (2)
Adjustment to reflect the total number of shares
outstanding after the Offering 2,106,665 19,856,369
=============== ===============
(1) In connection with the Offering, the Company used a portion of the
proceeds to repay lines of credit and mortgage debt outstanding on the
2003 Acquired Properties. This adjustment eliminates interest expense
associated with the lines of credit and mortgage debt that was repaid.
(2) The adjustment increases the weighted average shares outstanding to
20,692,502, which is the total number of shares outstanding after the
Offering and issuance of restricted share grants. These adjustments along
with the net effect of the other pro forma adjustments have changed the
pro forma earnings per share amounts.
14
(C) Exhibits
The following exhibit is included in this Report:
Exhibit 23.1 Consent of Ernst & Young LLP
15
SIGNATURE
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.
GOVERNMENT PROPERTIES TRUST, INC.
Date: December 1, 2004 By: /s/ Nancy D. Olson
---------------------
Nancy D. Olson
Chief Financial Officer and Treasurer
16
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
23.1 Consent of Ernst & Young LLP
17