-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, alAbobnk3bcBFXOkGwJb2vAqusCnBTN/mndi5lXTYA4H4CrSSFTJPlPDSNqswY8U Ns5ZYkZMcJX9DASFj499tQ== 0000950134-95-002215.txt : 19950908 0000950134-95-002215.hdr.sgml : 19950908 ACCESSION NUMBER: 0000950134-95-002215 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950731 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950907 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL MORTGAGE & EQUITY TRUST CENTRAL INDEX KEY: 0000319416 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942738844 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10503 FILM NUMBER: 95570875 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED CAPITAL SPECIAL TRUST DATE OF NAME CHANGE: 19901122 8-K/A 1 AMENDMENT TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 July 31, 1995 ------------------------------------------------ Date of Report (Date of Earliest Event Reported) CONTINENTAL MORTGAGE AND EQUITY TRUST ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) California 0-10503 94-2738844 - -------------------------------------------------------------------------------- (State of Incorporation) (Commission (IRS Employer File No.) Identification No.) 10670 North Central Expressway, Suite 300, Dallas, TX 75231 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (214) 692-4700 Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 1 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS This Form 8-K/A amends a Form 8-K Current Report dated July 31, 1995 and filed August 16, 1995 by Continental Mortgage and Equity Trust (the "Trust") and provides required financial statements that were not available at the date of the original filing. (a) Pro forma financial information: Pro forma statements of operations are presented for the year ended December 31, 1994 and the six months ended June 30, 1995. A pro forma balance sheet as of June 30, 1995 is also presented. A summary of the pro forma transactions follows: In July 1995, the Trust purchased McCallum Glen Apartments, a 275 unit apartment complex in Dallas, Texas for $6.0 million, exclusive of commissions and closing costs. The Trust paid $1.8 million in cash and obtained mortgage financing of $4.2 million. The mortgage bears interest at a variable rate, currently 8.6% per annum, requires monthly payments of principal and interest of $34,000 and matures in August 2002. The $6.0 million purchase price of McCallum Glen Apartments is approximately 3.3% of the Trust's consolidated assets at December 31, 1994. Although not a significant acquisition in itself, when aggregated with the other acquisitions completed by the Trust prior to July 1995, as described below, such acquisitions constitute a significant acquisition. In addition to the McCallum Glen Apartments acquisition discussed above, the Trust purchased one other apartment complex and two commercial properties in 1995. The properties, located in Virginia, Texas and Florida, were purchased for a total of $20.0 million in separate transactions from unaffiliated sellers, and represent approximately 10.9% of the Trust's consolidated assets at December 31, 1994. The Trust paid a total of $3.3 million in cash and financed the remainder of the purchase prices. The mortgages bear interest at rates ranging from 6.0% to 9.9% and mature from 1997 to 2001. The pro forma statements of operations present the Trust's operations as if the transactions described above had occurred at the beginning of each of the periods presented. (b) Financial statements of property acquired:
Exhibit Number Description - ------- ----------------------------------------------------------------- 99.0 McCallum Glen Apartments Audited Statement of Operations for the year ended December 31, 1994.
2 3 CONTINENTAL MORTGAGE AND EQUITY TRUST PRO FORMA CONSOLIDATED BALANCE SHEET JUNE 30, 1995
McCallum Glen Actual Apartments(1) Pro forma --------------- ------------- -------------- (dollars in thousands) Assets ------ Notes and interest receivable Performing....................... $ 4,317 $ - $ 4,317 Nonperforming, nonaccruing....... 4,603 - 4,603 --------------- ------------- -------------- 8,920 - 8,920 Real estate held for sale, net of accumulated depreciation......... 25,407 - 25,407 Less - allowance for estimated losses........................... (9,207) - (9,207) --------------- ------------- -------------- 25,120 - 25,120 Real estate held for investment, net of accumulated depreciation.. 144,312 5,938 150,250 Investments in marketable equity securities of affiliates, at market........................... 4,396 - 4,396 Investments in partnerships......... 13,472 - 13,472 Cash and cash equivalents........... 6,567 (1,788) 4,779 Other assets........................ 6,848 - 6,848 --------------- ------------- -------------- $ 200,715 $ 4,150 $ 204,865 =============== ============= ============== Liabilities and Shareholders' Equity - ------------------------------------ Liabilities Notes and interest payable.......... $ 118,059 $ 4,150 $ 122,209 Other liabilities................... 5,435 - 5,435 --------------- ------------- -------------- 123,494 4,150 127,644 Commitments and contingencies Shareholders' equity Shares of Beneficial Interest, no par value; authorized shares, unlimited; issued and outstanding, 2,918,109 shares................. 8,766 - 8,766 Paid-in capital..................... 260,060 - 260,060 Accumulated distributions in excess of accumulated earnings.......... (194,277) - (194,277) Net unrealizable gains on marketable equity securities..... 2,672 - 2,672 --------------- ------------- -------------- 77,221 - 77,221 --------------- ------------- -------------- $ 200,715 $ 4,150 $ 204,865 =============== ============= ==============
- -------------------- (1) Assumes acquisition of McCallum Glen Apartments by the Trust on January 1, 1995. The effects of all other 1995 property purchases, foreclosures and sales are included in the June 30, 1995 actual balances. 3 4 CONTINENTAL MORTGAGE AND EQUITY TRUST PRO FORMA STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1995
McCallum Glen Other Property Actual Apartments(1) Acquisitions(1) Pro forma ------------- --------------- --------------- --------------- (dollars in thousands) Income Rentals...................... $ 17,706 $ 623 $ 622 $ 18,951 Interest..................... 404 - - 404 Equity in income of partnerships............... 185 - - 185 ------------- --------------- -------------- --------------- 18,295 623 622 19,540 Expenses Property operations.......... 10,560 338 302 11,200 Interest..................... 4,517 181 347 5,045 Depreciation................. 2,030 63 75 2,168 Advisory fee to affiliate.... 745 - - 745 General and administrative... 629 - - 629 Provision for losses......... 541 - - 541 ------------- --------------- -------------- --------------- 19,022 582 724 20,328 Net income (loss)............. $ (727) $ 41 $ (102) $ (788) ============= =============== ============== =============== Earnings per share Net (loss)................... $ (.25) $ (.27) ============= =============== Shares of beneficial interest outstanding.................. 2,918,118 2,918,118 ============= ===============
- -------------------- (1) Assumes acquisition by the Trust on January 1, 1994. 4 5 CONTINENTAL MORTGAGE AND EQUITY TRUST PRO FORMA STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994
McCallum Glen Other Property Actual Apartments(1) Acquisition(1) Pro forma ------------- --------------- -------------- --------------- (dollars in thousands) Income Rentals...................... $ 27,042 $ 1,245 $ 2,772 $ 31,059 Interest..................... 2,699 - - 2,699 Other........................ (479) - - (479) ------------- --------------- -------------- --------------- 29,262 1,245 2,772 33,279 Expenses Property operations.......... 16,888 676 1,032 18,596 Interest..................... 7,711 362 1,260 9,333 Depreciation................. 3,214 126 444 3,784 Advisory fee to affiliate.... 1,326 - - 1,326 General and administrative... 1,235 - - 1,235 Provision for losses......... 1,429 - - 1,429 ------------- --------------- -------------- --------------- 31,803 1,164 2,736 35,703 Income (loss) before gain on sale of real estate.......... (2,541) 81 36 (2,424) Gain on sale of real estate... 1,708 - - 1,708 ------------- --------------- -------------- --------------- Net income (loss)............. $ (833) $ 81 $ 36 $ (716) ============= =============== ============== =============== Earnings per share (Loss) before gain on sale of real estate................ $ (.87) $ (.83) Gain on sale of real estate.. .58 .58 ------------- --------------- Net (loss)................... $ (.29) $ (.25) ============= =============== Shares of beneficial interest outstanding.................. 2,919,815 2,919,815 ============= ===============
- -------------------- (1) Assumes acquisition by the Trust on January 1, 1994. 5 6 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 hereto duly authorized. CONTINENTAL MORTGAGE AND EQUITY TRUST Date: September 7, 1995 By: /s/ Thomas A. Holland ----------------------- --------------------------------- Thomas A. Holland Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 6 7 CONTINENTAL MORTGAGE AND EQUITY TRUST EXHIBIT TO ITS CURRENT REPORT ON FORM 8-K/A Dated December 22, 1994
Exhibit Page Number Description Number - ------- ----------------------------------------- ------ 99.0 McCallum Glen Apartments Audited 8 Statement of Operations for the year ended December 31, 1994.
7 EX-99.0 2 STATEMENT OF REVENUES 1 EXHIBIT 99.0 MCCALLUM GLEN APARTMENTS STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES YEAR ENDED DECEMBER 31, 1994 8 2 Independent Auditors' Report To the Board of Trustees Continental Mortgage and Equity Trust We have audited the accompanying statement of revenues and direct operating expenses of McCallum Glen Apartments for the year ended December 31, 1994. This statement of revenues and direct operating expenses is the responsibility of the Property's management. Our responsibility is to express an opinion on this statement of revenues and direct operating expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and direct operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and direct operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement of revenues and direct operating expenses presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying financial statement is prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Continental Mortgage & Equity Trust) and, as described in Note 1, is not intended to be a complete presentation of the results of operations. In our opinion, the statement of revenues and direct operating expenses referred to above presents fairly, in all material respects, the revenues and direct operating expenses of McCallum Glen Apartments for the year ended December 31, 1994, in conformity with generally accepted accounting principles. Dallas, Texas August 31, 1995 9 3 MCCALLUM GLEN APARTMENTS STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES YEAR ENDED DECEMBER 31, 1994 REVENUES Rental revenues $ 1,204,177 Other 40,730 ------------ Total Revenues 1,244,907 ------------ OPERATING EXPENSES Administration 21,392 Insurance 27,793 Management Fees 62,579 Marketing 22,960 Payroll & benefits 184,083 Property Taxes 163,161 Repairs & Maintenance 90,773 Utilities 103,062 ------------ Total Operating Expenses 675,803 ------------ NET OPERATING INCOME $ 569,104 ============
The accompanying notes are an integral part of this statement. 10 4 MCCALLUM GLEN APARTMENTS NOTES TO STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES DECEMBER 31, 1994 NOTE 1: ORGANIZATION McCallum Glen Apartments is a 275 unit apartment complex located in Dallas, Texas. During 1994, the property was owned by SII - Glen, Ltd., a Texas limited partnership. The accompanying financial statement does not include a provision for depreciation and amortization, interest expense or income taxes. Accordingly, this statement is not intended to be a complete presentation of the results of operations. NOTE 2: OTHER INCOME Other income consists of the following: Reletting Income $ 21,039 Late fees 9,355 Application Fees 4,715 Vending income 4,621 NSF fees 1,000 ---------- Total Other Income $ 40,730 ==========
NOTE 3: MANAGEMENT FEES The property has a management agreement with North American Property Associates, Ltd. which calls for a fee equal to 5% of gross monthly receipts, as defined. NOTE 4: SUBSEQUENT EVENTS In March 1995, SII - Glen, Ltd. filed for protection under Chapter 11 of the United States Bankruptcy Code. The property was sold to Continental Mortgages and Equity Trust, a California business trust on July 31, 1995. 11 -----END PRIVACY-ENHANCED MESSAGE-----