-----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, ISZd8ecOFTYu1+bQ8sbKm4+zaSQnP0Ge4/xMF5FWkcYXgfpWuGmGuMw3pRLn1KDI WKEJq9cZOHb0hZak0C6dGA== 0000903112-97-000742.txt : 19970613 0000903112-97-000742.hdr.sgml : 19970613 ACCESSION NUMBER: 0000903112-97-000742 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970214 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970612 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA REAL ESTATE INVESTMENT TRUST CENTRAL INDEX KEY: 0000016387 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946181186 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08063 FILM NUMBER: 97622745 BUSINESS ADDRESS: STREET 1: 131 STEWART STREET STREET 2: STE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159050288 MAIL ADDRESS: STREET 1: 131 STEWART STREET STREET 2: #200 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K 1 CURRENT REPORT ON 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) February 14, 1997 CALIFORNIA REAL ESTATE INVESTMENT TRUST (Exact Name of Registrant as Specified in its Charter) California 1-8063 94-6181186 (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification incorporation) No.) 131 Steuart Street, Suite 200 San Francisco, California 94105 (Address of Principal Executive Offices) (Zip Code) (415) 905-0288 (Registrant's Telephone Number, Including Area Code) 605267.1 ITEM 2. Acquisition or Disposition of Assets On February 14, 1997, the Registrant sold its Fulton Square Shopping Center commercial property located in Sacramento, California. The sale price for the property was $1,362,000. The Registrant received as consideration for the sale a $1,089,600 mortgage note on the property and $144,152 of net cash proceeds after closing adjustments. On March 3, 1997, the Registrant sold its 60% interest in the Totem Square commercial property located in Kirkland, Washington. The sale price for the property was $7,495,474. The Registrant received as consideration for the sale net cash proceeds of $3,035,499 after payment of related mortgage debt and closing adjustments. Pro forma financial information of the Registrant reflecting the foregoing transactions is attached hereto as indicated in Item 7. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits 1. Pro forma financial information of the Registrant as of and for the year ended December 31, 1996. 605267.1 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. CALIFORNIA REAL ESTATE INVESTMENT TRUST (Registrant) Date: June 10, 1997 By: /s/ Frank A. Morrow ------------------------- Name: Frank A. Morrow Title: Chairman of the Board 605267.1 Pro Forma Condensed Financial Information of the Registrant The following pro forma condensed financial statements assume the sale of the Registrant's two remaining rental properties, Fulton Square Shopping Center and Totem Square and related transactions (the "Sale"). The pro forma condensed financial statements are based on and should be read in conjunction with the historical consolidated financial statements of the Registrant for the year ended December 31, 1996. The following pro forma condensed balance sheet as of December 31, 1996 assumes the Sale occurred on December 31, 1996. The following pro forma condensed statement of income for the year ended December 31, 1996 assumes the Sale occurred on January 1, 1996. The following pro forma condensed financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the Sale had been consummated on the dates indicated, nor is it indicative of future operating results or financial position. 605267.1 Pro Forma Condensed Balance Sheet December 31, 1996 (000s)
Pro Forma Pro Forma Historical Adjustments Notes Combined -------------- ------------ -------------- ---------------- Assets Investments, Generally Held for Sale: Rental properties $ 8,585 $ (8,585) (1) $ -- Notes receivable, net 1,576 1,090 (1) 2,666 Marketable securities available for sale 14,115 -- 14,115 -------------- ------------ ---------------- 24,276 (7,495) 16,781 Cash 4,698 2,937 (1) 7,635 Receivables, net 707 -- 707 Other assets 355 (270) (1) 85 -------------- ------------- --------------- $ 30,036 $ (4,828) $ 25,208 Total Assets -------------- ------------- --------------- Liabilities and Shareholders' Equity Liabilities: Long-term notes payable $ 5,169 $ (4,282) (1) $ 887 Accounts payable and accrued expenses 326 (55) (1) 271 70 (70) (1) -- Other liabilities -------------- ---------------- -------------- Total Liabilities 5,565 (4,407) 1,158 Shareholders' equity: Shares of beneficial interest 9,137 9,137 Additional paid-in capital 55,118 55,118 Unrealized holding loss on marketable securities (22) (22) Accumulated deficit (39,762) (421) (1) (40,183) -------------- --------------- ------------- Total Shareholders' Equity 24,471 (421) 24,050 -------------- --------------- ------------- Total Liabilities and Shareholders' Equity $ 30,036 $ (4,828) $ 25,208 -------------- --------------- -------------
The accompanying Notes are an integral part of these Pro Forma Condensed Financial Statements. 605267.1 Pro Forma Condensed Statement of Income For the Year Ended December 31, 1996 (In thousands, except per share data)
Pro Forma Pro Forma Historical Adjustments Notes Combined -------------- ------------ -------------- ---------------- Revenues: Rental income $ 2,019 $ (1,806) 1(a) $ 213 Interest and investment income 1,136 -- 1,136 ------------------ ----------- ---------------- Total Revenues 3,155 (1,806) 1,349 Expenses Operating expenses 685 (626) 1(a) 59 Property management 96 (89) 1(a) 7 Depreciation and amortization 64 -- 64 Interest 547 (454) 1(b) 93 General and administrative 1,503 -- 1,503 -------------- ----------- -------------- 2,895 (1,169) 1,726 Income before gain on sale of investments and valuation losses 260 (637) (377) Net gain (loss) on sale of investments 1,069 -- 1,069 -------------- ------------ -------------- Income (loss) before valuation losses 1,329 (637) 692 Valuation losses 1,743 (1,743) 1(c) --- -------------- ------------ --------------- Net Income (Loss) $ (414) $ 1,106 $ 692 ============== ========== ============= Net Income (loss) per Share of beneficial interest Primary $ (0.05)$ 0.12 $ 0.07 Weighted average common shares outstanding Primary 9,137 9,137
The accompanying Notes are an integral part of these Pro Forma Condensed Financial Statements. 605267.1 Notes to Pro Forma Condensed Financial Information ($'s in 000's) Balance Sheet 1. Sale of Rental Properties Reflects sale of the Registrant's remaining commercial rental properties, Fulton Square Shopping Center and Totem Square. In connection with the sale of the Fulton Square Shopping Center, the Registrant carried back a note in the amount of approximately $1,090. The proceeds from sale were used to repay the mortgage secured by the Totem Square property and pay sale related expenses, with the balance added to cash. The amount added to cash of $2,937 in the Pro Forma Condensed Balance Sheet differs from the $3,180 of cash actually received at the closing of the sale of the two properties as a result of closing adjustments and the assumed payment of accounts payable and other liabilities related to the two properties sold. The sale and related transactions are reflected in the Pro Forma Condensed Balance Sheet as follows: Decrease in rental properties $ (8,585) Increase in notes receivable $ 1,090 Increase in cash $ 2,937 Decrease in other assets $ (270)(a) Decrease in long-term notes payable $ (4,282) Decrease in accounts payable and accrued expenses $ (55) Decrease in other liabilities $ (70) Net gain (loss) on sale of investments $ (421) (a) Decrease in other assets is primarily attributable to deferred financing and leasing costs related to the two properties sold. Statement of Income 1. Sale of Rental Properties (a) Reflects the impact on operating rental income and expenses from the Sale, as follows: Decrease in rental income $ (1,806) Decrease in operating expenses $ (626) Decrease in property management $(89) (b) Reflects impact on interest expense from repayment of long-term notes payable, as follows: Decrease in interest expense $ (454) (c) Reflects adjustment to valuation loss as a result of sale of investments as of the beginning of the year, as follows: Decrease in valuation losses $ (1,743) 2. Loss on Sale of Rental Properties A loss of $1,812 on the pro forma sale of the two rental properties on January 1, 1996 has not been included in the accompanying Pro Forma Condensed Income Statement. 605267.1 -----END PRIVACY-ENHANCED MESSAGE-----