-----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, JNu+JzX2XM5uD7dp8mXgRbLxiFEklKa3sBxMp3l7aFiGjFBsDxqANbSY4lY1zWAB n08rru5OnjQb5G8BcVVOAw== 0000910079-95-000082.txt : 19951118 0000910079-95-000082.hdr.sgml : 19951118 ACCESSION NUMBER: 0000910079-95-000082 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931230 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19951109 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEDFORD PROPERTY INVESTORS INC/MD CENTRAL INDEX KEY: 0000910079 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 680306514 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12222 FILM NUMBER: 95588558 BUSINESS ADDRESS: STREET 1: 270 LAFAYETTE CIRCLE STREET 2: P. O. BOX 1058 CITY: LAFAYETTE STATE: CA ZIP: 94549 BUSINESS PHONE: 510-283-8910 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A - 2 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 1-12222 68-0306514 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification incorporation) Number) 270 Lafayette Circle, Lafayette, California 94549 (Address of principal executive officer) (Zip Code) Registrant telephone number, including area code: (510) 283-8910 The undersigned Registrant hereby amends and supplements its Report on Form 8-K/A, dated December 30, 1993, by adding the following thereto: Item 7. Financial Statements and Exhibits is supplemented by the following: Historical Summary of Gross Income and Direct Operating Expenses for the Year Ended December 31, 1993 - Mariner Court. Leases Minimum future rental receipts are as follows (in thousands): 1995 $1,211 1996 792 1997 450 1998 125 1999 132 Thereafter 34 $2,744 The total minimum future rental payments shown above do not include tenants' obligations for reimbursement of operating expenses or taxes as provided by the terms of certain leases. Historical Summary of Gross Income and Direct Operating Expenses for the Year Ended December 31, 1993 - 1000 Town Center. Leases Minimum future rental receipts are as follows (in thousands): 1995 $ 976 1996 962 1997 837 1998 844 1999 852 Thereafter 853 $5,324 The total minimum future rental payments shown above do not include tenants' obligations for reimbursement of operating expenses or taxes as provided by the terms of certain leases. Pro Forma Financial Information - Mariner Court Pro Forma financial statements showing the effect resulting from the January 5, 1994, acquisition of Mariner Court are being presented herein in columnar form. (See attachment.) 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: /S/ DONALD A. LORENZ Donald A. Lorenz Executive Vice President and Chief Financial Officer Date: November 8, 1995 Bedford Property Investors, Inc. Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 1993 (Unaudited) (in thousands, except per share amounts)
Previously Acquired Acquisition Consolidated Properties Properties of Mariner Pro Forma Pro Forma Historical (1) Sold (2) Court (1) Adjustments Consolidated Rental Income $7,207 $2,502 $(2,566) $1,738 $ (537) (3) $8,344 Operating Expenses 2,520 840 (1,204) 539 (143) (3) 2,552 Real Estate Taxes 840 342 (311) 132 (28) (3) 975 Depreciation and Amortization 2,250 - (1,233) - 258 (3)(4) 1,275 Income from Property Operations 1,597 1,320 182 1,067 (624) 3,542 General and Administrative Expense (1,399) - - - - (1,399) Interest Income 136 - - - - 136 Interest Expense (620) (240)(5) 827 (5) (493)(5) - (526) Income from Joint Venture 2,533 - (2,533) - 2,533 (7) 2,533 Income (Loss) Before Gains on Sales 2,247 1,080 (1,524) 574 1,909 4,286 Gains on Sales of Real Estate Investments 900 - (900) - (333) (6) (333) Net Income (Loss) $3,147 $1,080 $(2,424) $ 574 $1,576 $3,953 Income (Loss) Per Common Share $0.53 $0.18 $(0.41) $0.10 $0.26 $0.66 (See accompanying notes) Bedford Property Investors, Inc. Pro Forma Consolidated Balance Sheet As of December 31, 1993 (Unaudited) (in thousands) Acquisition of Consolidated Mariner Pro Forma Historical Court (8) Consolidated Assets: Real Estate Investments $ 41,225 $7,627 $48,852 Less Accumulated Depreciation (5,263) - (5,263) Real Estate Investments, Net 35,962 7,627 43,589 Cash 4,930 - 4,930 Other Assets 2,115 (250) 1,865 Total Assets $ 43,007 $7,377 $50,384 Liabilities: Bank Loan Payable $ 3,621 $7,237 $10,858 Accounts Payable and Accrued Expenses 1,465 - 1,465 Dividend Payable 418 - 418 Acquisition Payable 1,500 - 1,500 Other Liabilities 562 140 702 Total Liabilities 7,566 7,377 14,943 Stockholders' Equity: Common Stock 60 - 60 Additional Paid-In Capital 107,147 - 107,147 Accumulated Losses and Distributions in Excess of Net Income (71,766) - (71,766) Total Stockholders' Equity 35,441 - 35,441 Total Liabilities and Stockholders' Equity $ 43,007 $7,377 $50,384 (See accompanying notes) Notes to Pro Forma Consolidated Financial Statements (dollars in thousands) (1) The unaudited pro forma consolidated statement of operations reflects the acquisitions of Mariner Court, 1000 Town Center Drive, and Woodlands II and the sales of Point West Place, University Tower, and the Edison Square partnerships as if such transactions had occurred on January 1, 1993. The Company acquired Mariner Court on January 5, 1994, 1000 Town Center Drive on December 30, 1993, and Woodlands II on August 25, 1993, and sold Point West Place on October 1, 1993, University Tower on August 18, 1993, and the Edison Square partnerships on May 31, 1993. The actual results of operations of 1000 Town Center Drive and Woodlands II for the period subsequent to acquisition, which are included in the Company's historical consolidated statement of operations, are eliminated by pro forma adjustments to the Company's historical results of operations. The combined historical statement of operations for the year ended December 31, 1993, for these three acquired properties are as follows: Previously 1000 Town Woodlands Acquired Mariner Center Drive II Properties Court Rental Income $932 $1,570 $2,502 $1,738 Operating Expenses 423 417 840 539 Real Estate Taxes 207 135 342 132 Income from Property Operations $302 $1,018 $1,320 $1,067 (2) The unaudited pro forma consolidated statement of operations reflects the elimination of the actual results of operations of Point West Place, University Tower, and the Edison Square partnerships from January 1, 1993 through their respective dates of sale. (3) Adjusted to deduct the actual results of operations of 1000 Town Center Drive and Woodlands II from the respective dates of acquisitions by the Company (December 30, 1993 and August 25, 1993, respectively) to December 31, 1993, which results of operations are included in the Company's historical consolidated statement of operations. (4) Adjusted to reflect pro forma straight-line depreciation and amortization for the year ended December 31, 1993, for the three acquired properties as follows: Pro Forma Depreciation and Amortization Mariner Court $ 98 1000 Town Center Drive 75 Woodlands II 132 Total $305 The above amounts consist of pro forma depreciation on the buildings located at the properties for the year ended December 31, 1993. Depreciation has been calculated utilizing the straight-line method and an estimated useful life of 45 years. (5) Reflects additional borrowings of $11,126 on January 1, 1993, under the Credit Facility in conjunction with the acquisition of Mariner Court and 1000 Town Center Drive at a weighted assumed borrowing rate of 6.59%. The acquisition of Woodlands II was funded from the sale proceeds of University Tower. These additional borrowings resulted in additional pro forma interest expense of $733. An increase in the interest rate of .125% would result in additional interest of $14. The proceeds from the sale of University Tower of $14,834 were utilized to fund the acquisition of Woodlands II ($6,668) and to repay amounts outstanding under the Credit Facility. The proceeds from the sale of Point West Place of $6,964 were utilized to repay mortgage loans of $5,113 and to repay amounts outstanding under the Credit Facility. A pro forma adjustment has been calculated on the mortgage loans at an interest rate of 9.2% and on the Credit Facility at a weighted assumed borrowing rate of 6.59%, resulting in an interest savings of $827. (6) Adjusted to reflect the gain on the sales of Point West Place and University Tower as of January 1, 1993; the actual dates of sale were October 1, 1993, and August 18, 1993, respectively. (7) Adjusted to reflect the gains on sale of the Edison Square partnerships as of January 1, 1993; the actual date of sale was May 31, 1993. (8) The unaudited pro forma consolidated balance sheet reflects the acquisition of Mariner Court as of December 31, 1993. The Company acquired Mariner Court on January 5, 1994.
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