-----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, IiZpO4fRlt8YBjsJs5704DPDqiyOZ+itPDLCOxDwjh2xYu2s+oxnO22S4JCVXAUy 7kb5kRSSICutZ/Q1IOflcg== 0000914483-97-000073.txt : 19970918 0000914483-97-000073.hdr.sgml : 19970918 ACCESSION NUMBER: 0000914483-97-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970915 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970915 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRY LAND & INVESTMENT CO INC CENTRAL INDEX KEY: 0000350071 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 580961876 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11081 FILM NUMBER: 97680443 BUSINESS ADDRESS: STREET 1: 624 ELLIS ST CITY: AUGUSTA STATE: GA ZIP: 30901 BUSINESS PHONE: 7067226756 MAIL ADDRESS: STREET 1: PO BOX 1417 CITY: AUGUSTA STATE: GA ZIP: 30903 8-K 1 ACQUISITIONS 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): June 19, 1997 Merry Land & Investment Company, Inc. (Exact name of registrant as specified in its charter) Georgia 001-11081 (State or other jurisdiction of incorporation) (Commission File Number) 58-0961876 (I.R.S. Employer I.D. Number) 624 Ellis Street, Augusta, Georgia 30901 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 706/722-6756 ____________________________________________________________ (Former name or former address, if changed since last report) ********************************************************************** Filed: September 15, 1997 ITEM 5. OTHER EVENTS. Merry Land & Investment Company, Inc. (the "Company") has previously reported the acquisition of The Palms at South Shore Apartments, Coventry at Cityview Apartments, The Oaks Apartments and The Pointe Apartments. Financial statements with respect to these properties have been prepared and are being filed herewith. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Attached hereto are pro forma statements of income and audited statements of excess of revenues over specific operating expenses with respect to Coventry at Cityview Apartments, The Palms at South Shore Apartments and the combined operations of The Oaks Apartments and The Pointe Apartments. ================================== Signature Blocks on Following Page ================================== SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MERRY LAND & INVESTMENT COMPANY, INC. (Registrant) /S/ By:____________________________ Dorrie E. Green As Its Vice President THE COVENTRY AT CITY VIEW STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 1996 AND THE NINE MONTHS ENDED JUNE 30, 1997 TOGETHER WITH AUDITORS' REPORT ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of Merry Land & Investment Company, Inc.: We have audited the accompanying statement of excess of revenues over specific operating expenses of THE COVENTRY AT CITY VIEW for the period from inception to September 30, 1996. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this financial statement 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 excess of revenue over specific 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 excess of revenues over specific operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 2, the financial statement excludes certain expenses that would not be comparable with those resulting from the operations of the property after acquisition by Merry Land & Investment Company, Inc. The accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the property's revenue and expenses. In our opinion, the statement of excess of revenues over specific operating expenses referred to above presents fairly, in all material respects, the excess of revenues over specific operating expenses (exclusive of expenses described in Note 2) of THE COVENTRY AT CITY VIEW for the period from inception to September 30, 1996 in conformity with generally accepted accounting principles. \s\Arthur Andersen LLP Atlanta, Georgia August 30, 1997 THE COVENTRY AT CITY VIEW STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 1996 AND THE NINE MONTHS ENDED JUNE 30, 1997
Period From Nine Months Inception to Ended September 30, June 30, 1996 1997 ---------- ---------- (Unaudited) REVENUES: Rents (Note 1) $25,909 $956,462 Other Income 6,099 67,091 ---------- ---------- Total revenues 32,008 1,023,553 ---------- ---------- SPECIFIC OPERATING EXPENSES (Note 2): Real estate taxes 8,926 40,166 Personnel 33,404 225,433 Utilities 10,661 87,086 General and administrative 15,254 75,708 Repairs, maintenance, and contract services 14,747 118,314 Marketing 8,552 59,848 Property insurance 4,642 38,022 ---------- ---------- Total specific operating expenses 96,186 644,577 ---------- ---------- EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES $(64,178) $378,976 ========== ==========
The accompanying notes are an integral part of these statements. THE COVENTRY AT CITY VIEW NOTES TO STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 1996 AND THE NINE MONTHS ENDED JUNE 30, 1997 1.ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Property On August 1, 1997, Merry Land & Investment Company, Inc. ("Merry Land") purchased The Coventry At City View, a 360-unit apartment complex located in Fort Worth, Texas, from The Spanos Corporation for approximately $22.1 million cash. Rental Income Rents from leases are accounted for ratably over the term of each lease which is generally for a period of twelve months or less. 2.BASIS OF ACCOUNTING The accompanying statements of excess of revenues over specific operating expenses are presented on the accrual basis. The statements have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired. Accordingly, the statements exclude certain historical expenses not comparable to the operations of the property after acquisition by Merry Land, such as depreciation, interest and management fees. Merry Land has elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code and intends to maintain its qualification as a REIT in the future. Accordingly, no provision for federal or state income taxes is required. THE PALMS AT SOUTH SHORE APARTMENTS STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1996 AND THE SIX MONTHS ENDED JUNE 30, 1997 TOGETHER WITH AUDITORS' REPORT ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of Merry Land & Investment Company, Inc.: We have audited the accompanying statement of excess of revenues over specific operating expenses of THE PALMS AT SOUTH SHORE APARTMENTS for the year ended December 31, 1996. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this financial statement 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 excess of revenue over specific 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 excess of revenues over specific operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 2, the financial statement excludes certain expenses that would not be comparable with those resulting from the operations of the property after acquisition by Merry Land & Investment Company, Inc. The accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the property's revenue and expenses. In our opinion, the statement of excess of revenues over specific operating expenses referred to above presents fairly, in all material respects, the excess of revenues over specific operating expenses (exclusive of expenses described in Note 2) of THE PALMS AT SOUTH SHORE APARTMENTS for the year ended December 31,1996 in conformity with generally accepted accounting principles. \s\Arthur Andersen LLP Atlanta, Georgia August 14, 1997 THE PALMS AT SOUTH SHORE APARTMENTS STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1996 AND THE SIX MONTHS ENDED JUNE 30, 1997
Six Months Year Ended Ended December 31, June 30, 1996 1997 ---------- ---------- (Unaudited) REVENUES: Rents (Note 1) $1,958,558 $1,008,280 Other Income 71,716 31,331 ---------- ---------- Total revenues 2,030,274 1,039,611 ---------- ---------- SPECIFIC OPERATING EXPENSES (Note 2): Real estate taxes 310,624 152,250 Personnel 179,232 95,422 Utilities 136,676 59,040 Repairs, maintenance, and contract services 102,553 48,134 General and administrative 63,679 31,123 Marketing 74,237 43,002 Property insurance 58,197 29,652 ---------- ---------- Total specific operating expenses 925,198 458,623 ---------- ---------- EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES $1,105,076 $580,988 ========== ==========
The accompanying notes are an integral part of these statements. THE PALMS AT SOUTH SHORE APARTMENTS NOTES TO STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1996 AND THE SIX MONTHS ENDED JUNE 30, 1997 1.ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Properties On August 1, 1997, Merry Land & Investment Company, Inc. ("Merry Land") purchased the 240-unit apartment complex located in League City, Texas, from American National-Clear Lake 2 Joint Venture for approximately $12.2 million cash. Rental Income Rents from leases are accounted for ratably over the term of each lease which is generally for a period of twelve months or less. 2.BASIS OF ACCOUNTING The accompanying statements of excess of revenues over specific operating expenses are presented on the accrual basis. The statements have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired. Accordingly, the statements exclude certain historical expenses not comparable to the operations of the property after acquisition by Merry Land, such as depreciation, interest and management fees. Merry Land has elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code and intends to maintain its qualification as a REIT in the future. Accordingly, no provision for federal or state income taxes is required. THE COMBINED OPERATIONS OF THE OAKS APARTMENTS AND THE POINTE APARTMENTS STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1996 AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED) TOGETHER WITH AUDITORS' REPORT ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of Merry Land & Investment Company, Inc.: We have audited the accompanying statement of excess of revenues over specific operating expenses of THE COMBINED OPERATIONS OF THE OAKS APARTMENTS AND THE POINTE APARTMENTS for the period from inception to December 31, 1996. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this financial statement 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 excess of revenue over specific 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 excess of revenues over specific operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 2, the financial statement excludes certain expenses that would not be comparable with those resulting from the operations of the property after acquisition by Merry Land & Investment Company, Inc. The accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the property's revenue and expenses. In our opinion, the statement of excess of revenues over specific operating expenses referred to above presents fairly, in all material respects, the excess of revenues over specific operating expenses (exclusive of expenses described in Note 2) of the combined operations of THE OAKS APARTMENTS AND THE POINTE APARTMENTS for the period from inception to December 31,1996 in conformity with generally accepted accounting principles. \s\Arthur Andersen LLP Atlanta, Georgia August 12, 1997 THE COMBINED OPERATIONS OF THE OAKS APARTMENTS AND THE POINTE APARTMENTS STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1996 AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
Period from Six Months Inception to Ended December 31, June 30, 1996 1997 ---------- ---------- (Unaudited) REVENUES: Rents (Note 1) $1,522,857 $1,933,737 Other Income 121,410 104,137 ---------- ---------- Total revenues 1,644,267 2,037,874 ---------- ---------- SPECIFIC OPERATING EXPENSES (Note 2): Personnel 344,141 312,266 General and administrative 48,223 24,024 Marketing 80,523 39,313 Repairs, maintenance, and contract services 68,083 106,458 Utilities 80,653 92,111 Property insurance 9,819 26,456 Real estate taxes 16,902 151,259 ---------- ---------- Total specific operating expenses 648,344 751,887 ---------- ---------- EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES $995,923 $1,285,987 ========== ==========
The accompanying notes are an integral part of these statements. THE COMBINED OPERATIONS OF THE OAKS APARTMENTS AND THE POINTE APARTMENTS NOTES TO STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1996 AND THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED) 1.ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Properties The Oaks Apartments, owned by The Oaks Apartments Limited Partnership, is a 318-unit apartment complex located in Charlotte, North Carolina. The Pointe Apartments, owned by The Pointe Apartments Limited Partnership, is a 340-unit apartment complex located in Charlotte, North Carolina. For accounting purposes, The Oaks Apartments and The Pointe Apartments became operational in March 1996 and April 1996, respectively. In June 1997, Merry Land & Investment Company, Inc. ("Merry Land") purchased The Oaks Apartments and The Pointe Apartments for approximately $20.3 million and $21.3 million cash, respectively. Rental Income Rents from leases are accounted for ratably over the term of each lease which is generally for a period of twelve months or less. 2.BASIS OF ACCOUNTING The accompanying statements of excess of revenues over specific operating expenses are presented on the accrual basis. The statements have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired. Accordingly, the statements exclude certain historical expenses not comparable to the operations of the property after acquisition by Merry Land, such as depreciation, interest and management fees. Merry Land has elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code and intends to maintain its qualification as a REIT in the future. Accordingly, no provision for federal or state income taxes is required. -----END PRIVACY-ENHANCED MESSAGE-----