-----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, grtubSTRKIVcoxDyuuOIUbZqIKMaGzG8n5MsYAXP+n6DqT8l3XsmWn0g9FCR3YFu USLKs9XRmNT/cHqTsgg1Sw== 0000910079-94-000018.txt : 19940317 0000910079-94-000018.hdr.sgml : 19940317 ACCESSION NUMBER: 0000910079-94-000018 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931230 ITEM INFORMATION: 1 FILED AS OF DATE: 19940315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEDFORD PROPERTY INVESTORS INC CENTRAL INDEX KEY: 0000910079 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 680306514 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 34 SEC FILE NUMBER: 001-12222 FILM NUMBER: 94516160 BUSINESS ADDRESS: STREET 1: 3658 MT DIABLO BLVD STREET 2: SUITE 210 CITY: LAFAYETTE STATE: CA ZIP: 94549 BUSINESS PHONE: 5102838910 8-K/A 1 PURCHASE OF 1000 TOWN CENTER DRIVE/MARINET COURT 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): December 30, 1993 BEDFORD PROPERTY INVESTORS, INC. (Exact name of Registrant as specified in its charter) Maryland 1-8822 68- 0306514 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 3658 Mt. Diablo Blvd., Suite 210, Lafayette, California 94549 (Address of principal executive officer) (Zip Code) Registrant telephone number, including area code: (510) 283-8910 The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Report on Form 8-K, dated December 30, 1993, as set forth in the pages attached hereto: Item 7. Financial Statement and Exhibits is supplemented by the following: 1000 Town Center Drive Historical Summary of Gross Income and Direct Operating Expenses for the Year Ended December 31, 1993 (see attachment) Estimated Taxable Operating Results and Cash to be Made Available by Operations for the Year Ended December 31, 1993 (see attachment) Proforma Financial Information (see below) Mariner Court Historical Summary of Gross Income and Direct Operating Expenses for the Year Ended December 31, 1993 (see attachment) Estimated Taxable Operating Results and Cash to be Made Available by Operations for the Year Ended December 31, 1993 (see attachment) Proforma Financial Information (see below) Proforma Financial Information - 1000 Town Center Drive In lieu of proforma financial statements, the following narrative describes the proforma financial statement effects resulting from the Registrant's acquisition of 1000 Town Center Drive. Had this transaction taken place as of September 30, 1993, certain proforma effects would have been reflected in the balance sheet of the Registrant as of September 30, 1993. Rental property would be recorded in the amount of $5,171,000, cash would be reduced by $19,000, bank loan payable would be recorded in the amount of $3,621,000 and tenant deposits and other liabilities would be recorded in the amount of $1,531,000. Had this transaction taken place as of January 1, 1992, certain proforma effects would have been reflected in the statement of operations of the Registrant for the year ended December 31, 1992. Rent and other revenues would be recorded in the amount of $889,000; depreciation expense would be recorded in the amount of $75,000; and operating expense would be recorded in the amount of $630,000. Net loss reported for that period would be decreased by $184,000. Had this transaction taken place as of January 1, 1993, certain proforma effects would have been reflected in the statement of operations of the Registrant for the nine months ended September 30, 1993. Rent and other revenues would be recorded in the amount of $667,000; depreciation expense would be recorded in the amount of $57,000; and operating expenses would be recorded in the amount of $472,000. Net income reported for that period would be increased by $138,000. Proforma Financial Information - Mariner Court In lieu of proforma financial statements, the following narrative describes the proforma financial statement effects resulting from the Registrant's acquisition of Mariner Court. Had this transaction taken place as of September 30, 1993, certain proforma effects would have been reflected in the balance sheet of the Registrant as of September 30, 1993. Rental property would be recorded in the amount of $7,628,000, cash would be reduced by $48,000, bank loan payable would be recorded in the amount of $7,438,000 and tenant deposits and other liabilities would be recorded in the amount of $142,000. Had this transaction taken place as of January 1, 1992, certain proforma effects would have been reflected in the statement of operations of the Registrant for the year ended December 31, 1992. Rent and other revenues would be recorded in the amount of $2,030,000; depreciation expense would be recorded in the amount of $98,000; and operating expense would be recorded in the amount of $671,000. Net loss reported for that period would be decreased by $1,261,000. Had this transaction taken place as of January 1, 1993, certain proforma effects would have been reflected in the statement of operations of the Registrant for the nine months ended September 30, 1993. Rent and other revenues would be recorded in the amount of $1,523,000; depreciation expense would be recorded in the amount of $74,000 and operating expenses would be recorded in the amount of $503,000. Net income reported for that period would be increased by $946,000. 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, thereto duly authorized. BEDFORD PROPERTY INVESTORS, INC. By:______________________________________ Jay Spangenberg Chief Financial Officer Date:___________________________ 1000 TOWN CENTER DRIVE HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES Year Ended December 31, 1993 CONTENTS Independent Auditors Report 1 Historical Summary of Gross Income 2 and Direct Operating Expenses Notes to Historical Summary of Gross Income and Direct Operating Expenses 2 Independent Auditors Report The Board of Directors Bedford Property Investors, Inc.: We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses (the Summary) of 1000 Town Center Drive (the Property) for the year ended December 31, 1993. The Summary is the responsibility of the Property s owner. Our responsibility is to express an opinion on the Summary 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 Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Summary presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the current Report on Form 8-K of Bedford Property Investors, Inc.) and excludes certain expenses, described in note A, that would not be comparable to those resulting from the proposed future operations of the Property. In our opinion, the Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses, exclusive of expenses described in note A, of 1000 Town Center Drive for the year ended December 31, 1993, in conformity with generally accepted accounting principles. KPMG Peat Marwick February 18, 1994 San Francisco, California 1 1000 TOWN CENTER DRIVE Historical Summary of Gross Income and Direct Operating Expenses Year Ended December 31, 1993 Revenues: Rental income $918,567 Common area reimbursement 12,168 Other 1,220 931,955 Operating expenses: Real property tax 206,798 Repairs and maintenance 195,680 Utilities 144,430 Insurance 23,425 Legal and accounting 14,214 Other 45,012 629,559 Operating Income $302,396 Notes to Historical Summary of Gross Income and Direct Operating Expenses A. Property and Basis of Accounting The Historical Summary of Gross Income and Direct Operating Expenses has been prepared in accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission and relates to the operations of 1000 Town Center Drive, an office building located in Oxnard, California, with approximately 110,000 rental square feet. In accordance with Rule 3-14, direct operating expenses are presented exclusive of depreciation, interest, management fees and income taxes as these expenses would not be comparable to the proposed future operations of the property. The acquisition of the property may result in a new valuation for purposes of determining future property tax assessments. Rental income is recognized on a straight line basis over the terms of the relate leases. For 1993, rental income exceeded the aggregate contractual rentals by $42,814. 2 1000 Town Center Drive Estimated Taxable Operating Results and Cash to be Made Available by Operations Year Ended December 31, 1993 Revenues: Rental income $875,753 Common area reimbursement 12,168 Other 1,220 889,141 Operating Expenses: Real property tax 206,798 Repairs and maintenance 195,680 Utilities 144,430 Insurance 23,425 Legal and accounting 14,214 Other 45,012 629,559 Cash Available from Operations 259,582 Depreciation Expense 86,800 Taxable Income $172,782 NOTE: Pro forma cash available from operations for 1993 (derived from budget forecasts and actual amounts may vary) is shown above. Pro forma taxable operating results are derived by deducting depreciation; however, as a Real Estate Investment Trust (REIT), Bedford Property Investors, Inc. is not subject to federal income tax if it qualifies under the Internal Revenue Code ( Code ) REIT provisions. That is, Bedford Property Investors, Inc. is not subject to federal income tax if it distributes 95% of its taxable income and otherwise complies with the provisions of the Code. Bedford Property Investors, Inc. intends to make distributions in order to maintain its REIT status. These dividends paid to the REIT shareholders are taxable to the shareholders upon distribution. Mariner Court HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES Year Ended December 31, 1993 CONTENTS Independent Auditors Report 1 Historical Summary of Gross Income 2 and Direct Operating Expenses Notes to Historical Summary of Gross Income and Direct Operating Expenses 2 Independent Auditors Report The Board of Directors Bedford Property Investors, Inc.: We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses (the Summary) of Mariner Court (the Property) for the year ended December 31, 1993. The Summary is the responsibility of the Property s owner. Our responsibility is to express an opinion on the Summary 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 Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Summary presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the current Report on Form 8-K of Bedford Property Investors, Inc.) and excludes certain expenses, described in note A, that would not be comparable to those resulting from the proposed future operations of the Property. In our opinion, the Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses, exclusive of expenses described in note A, of Mariner Court for the year ended December 31, 1993, in conformity with generally accepted accounting principles. KPMG Peat Marwick February 18, 1994 San Francisco, California 1 Mariner Court Historical Summary of Gross Income and Direct Operating Expenses Year Ended December 31, 1993 Revenues: Rental income $1,556,390 Common area reimbursement 145,068 Other 36,356 1,737,814 Operating expenses: Real property tax 132,432 Repairs and maintenance 211,498 Utilities 255,482 Insurance 12,704 Legal and accounting 16,358 Other 42,526 671,000 Operating Income $1,066,814 Notes to Historical Summary of Gross Income and Direct Operating Expenses A. Property and Basis of Accounting The Historical Summary of Gross Income and Direct Operating Expenses has been prepared in accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission and relates to the operations of Mariner Court, an office building located in Torrance, California, with approximately 106,000 rental square feet. In accordance with Rule 3-14, direct operating expenses are presented exclusive of depreciation, interest, management fees and income taxes as these expenses would not be comparable to the proposed future operations of the property. The acquisition of the property may result in a new valuation for purposes of determining future property tax assessments. Rental income is recognized on a straight line basis over the terms of the related leases. For 1993, rental income was less than the aggregate contractual rentals by $292,373. 2 Mariner Court Estimated Taxable Operating Results and Cash to be Made Available by Operations Year Ended December 31, 1993 Revenues: Rental income $1,848,763 Common area reimbursement 145,068 Other 36,356 2,030,187 Operating Expenses: Real property tax 132,432 Repairs and maintenance 211,498 Utilities 255,482 Insurance 12,704 Legal and accounting 16,358 Other 42,526 671,000 Cash Available from Operations 1,359,187 Depreciation Expense 112,980 Taxable Income $1,246,207 NOTE: Pro forma cash available from operations for 1993 (derived from budget forecasts and actual amounts may vary) is shown above. Pro forma taxable operating results are derived by deducting depreciation; however, as a Real Estate Investment Trust (REIT), Bedford Property Investors, Inc. is not subject to federal income tax if it qualifies under the Internal Revenue Code ( Code ) REIT provisions. That is, Bedford Property Investors, Inc. is not subject to federal income tax if it distributes 95% of its taxable income and otherwise complies with the provisions of the Code. Bedford Property Investors, Inc. intends to make distributions in order to maintain its REIT status. These dividends paid to the REIT shareholders are taxable to the shareholders upon distribution. -----END PRIVACY-ENHANCED MESSAGE-----