-----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, I0sU/fXkZF/RwzVY7bjgNmk3Zu+e+aDg5fZ51XVKT3IBwfcJhW8jLYHWCdoRpvvc HicjxYbUEqXcKYQUPHRFLw== 0000950123-97-009859.txt : 19971124 0000950123-97-009859.hdr.sgml : 19971124 ACCESSION NUMBER: 0000950123-97-009859 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970904 ITEM INFORMATION: FILED AS OF DATE: 19971121 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC CENTRAL INDEX KEY: 0000910108 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133717318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-12386 FILM NUMBER: 97726627 BUSINESS ADDRESS: STREET 1: 355 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126927260 MAIL ADDRESS: STREET 1: 355 LEXINGTON AVE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 8-K/A 1 LEXINGTON CORPORATE PROPERTIES 1 SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549 Form 8-K/A Amendment No. 1 to 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): September 4, 1997 LEXINGTON CORPORATE PROPERTIES, INC. (Exact Name of Registrant as specified in its charter) Maryland 1-12386 13-3717318 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 355 Lexington Avenue, New York, New York 10017 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 692-7260 Not Applicable (Former name or former address, if changed since last report) 2 Item 7. Financial Statements, Pro Forma Information and Exhibits. (a) Financial statements of properties acquired. In accordance with Rule 3-14 of Regulation S-X, the Registrant is not required to file financial statements for the acquisition of the FirstPlus Property since the Registrant entered into a new lease with the tenant upon acquisition. (b) Pro forma financial information. The following unaudited pro forma consolidated financial statements of the Registrant for the year ended December 31, 1996 and as of and for the nine months ended September 30, 1997 have been prepared from the historical consolidated financial statements of the Registrant for the year ended December 31, 1996 and for the nine months ended September 30, 1997, as adjusted to give effect to the following pro forma adjustments: (i) acquisitions consummated since January 1, 1997 (including the acquisition of the FirstPlus Property on September 4, 1997); (ii) the pending acquisition of Corporate Realty Income Trust I ("CRIT"); (iii) the refinancing on May 30, 1997 of the property in Salt Lake City leased to Northwest Pipeline Corporation (the "Salt Lake City Property") (the "Salt Lake City Refinancing"); (iv) the issuance and sale of a total of 1,325,000 shares of Convertible Preferred Stock and the application of the net proceeds therefrom; (v) the disposition of the Ross Stores Newark Property as a result of pending litigation with Ross Stores (the "Ross Stores Litigation"); (vi) the sale of the Stratus Property on September 2, 1997; (vii) the June Common Stock Offering and an additional common stock offering completed in November 1997 (the "November Offering") and the application of the proceeds therefrom; and (viii) acquisitions consummated in 1996, as such pro forma financial statements relate to 1996 (collectively, the "Pro Forma Adjustments"). The accompanying pro forma statements of income for the year ended December 31, 1996 and the nine months ended September 30, 1997 have been prepared as if the Pro Forma Adjustments had been consummated January 1, 1996 and were carried forward through September 30, 1997. The acquisition of the FirstPlus Property, for which this Form 8-K is being filed, is already reflected in the September 30, 1997 balance sheet of the Registrant, as filed in its Form 10-Q. Therefore, no pro forma balance sheet is presented. The unaudited pro forma financial statements do not purport to be indicative of what the results of the Registrant would have been had the transactions been completed on the dates assumed, nor are such financial statements necessarily indicative of the results of operations of the Registrant that may exist in the future. The unaudited pro forma financial statements must be read in conjunction with the notes thereto and with the historical consolidated financial statements of the Registrant. 3 Unaudited Pro Forma Consolidated Statement of Income (For the year ended December 31, 1996) (all amounts in thousands, except per share data)
FirstPlus Company Property Other Historical Acquisition(1) Adjustments (2) Pro Forma ------- ------- ------- ------- Revenues: Rental $31,244 $ 3,544 $13,180 $47,968 Interest and other 431 -- 39 470 ------- ------- ------- ------- Total revenues 31,675 3,544 13,219 48,438 ------- ------- ------- ------- Expenses: Interest expense 12,818 1,653 626 15,097 Depreciation 7,627 779 3,327 11,733 Amortization of deferred expenses 619 -- 31 650 Property operating expenses 686 -- -- 686 General and administrative expenses 3,125 -- -- 3,125 Other expenses 644 -- -- 644 ------- ------- ------- ------- Total Expenses 25,519 2,432 3,984 31,935 ------- ------- ------- ------- Income before minority interests 6,156 1,112 9,235 16,503 Minority interests 690 234(3) 900(3) 1,824 ------- ------- ------- ------- Income from continuing operations (before gain on sale of properties and extraordinary items) (4) $ 5,466 $ 878 $ 8,335 $14,679 ======= ======= ======= ======= Per share data: (5) Income from continuing operations Primary $ 0.58 $ -- $-- $ 0.78 Fully diluted 0.58 -- -- 0.77 Weighted average common shares outstanding Primary 9,393 -- 7,437 16,830 Fully diluted 9,393 -- 10,062 19,455
4 Notes to the Unaudited Pro Forma Consolidated Statement of Income (For the year ended December 31, 1996) (in thousands, except share and per share data) Rental revenue in these pro forma financial statements (both historical and pro forma) is generated from leases that are "net leases," under which the tenant is responsible for substantially all costs of real estate taxes, insurance and ordinary maintenance. Pro forma rental income represents straight-line rent as provided by GAAP, calculated as the difference between cash rent paid under the lease and the average rent due over the noncancelable term of the lease. The depreciable life for all depreciation adjustments is 40 years. Applicable pro forma interest expense adjustments are calculated based on annual interest rates on the respective debt as of the applicable acquisition, disposition or refinancing date. The pro forma reduction of interest expense represents only the actual interest incurred on debt that has been or will be repaid. (1) This column reflects the pro forma adjustments for the acquisition of the FirstPlus Property for a 12-month period, assuming the acquisition was consummated on January 1, 1996, which includes rental revenue, interest expense (assuming an annualized interest rate of 7.1875%) and depreciation. (2) This column reflects (i) the addition of historical results of operations for the period from January 1 to the respective acquisition dates for the properties acquired by the Company during 1996 and for a 12-month period for properties acquired since January 1, 1997 and for the CRIT Acquisition; (ii) the elimination of the results of operations of the Ross Stores Newark Property and the Stratus Property as if the sales had taken place on January 1, 1996; (iii) the Salt Lake City Refinancing and (iv) the June Offering of 3,220,000 shares of Common Stock and the November Offering of 2,500,000 shares of Common Stock and the application of the net proceeds therefrom. The results of operations for properties acquired during 1996, from their respective acquisition dates through December 31, 1996 are included in the Company's historical 1996 consolidated statement of income. The results of operations consist principally of rental revenue, interest expense and depreciation expense.
Annualized Rental Interest Interest Depreciation Revenue Rate Expense Expense -------- ------------- ------- ------- CRIT Acquisition $ 3,557 $ 8.875-9.500% $ 1,408 $ 922 Acquisition of LP Properties (*) 2,595 (*) 962 840 Acquisition of Salt Lake City Property 3,264 11.040% 424 824 Acquisition of Excel Pennsylvania Properties 2,949 8.000% 2,000 601 Acquisition of Bull Property 1,023 7.960% 521 226 Acquisition of Lockheed Property 1,671 7.1875% 395 344 Acquisition of Ryder Property 1,009 7.1875% 665 206 Sale of Ross Stores Newark Property (3,242) 8.100% (2,015) (726) Sale of Stratus Property (2,254) 10.180% (1,082) (473) June Offering -- 6.880% (1,511) -- November Offering -- 7.1875% (2,368) -- Other activities (**) 2,608 (**) 1,227 563 -------- ------- ------- $ 13,180 $ 626 $ 3,327 ======== ======= =======
- ---------- *The LP Properties consist of four properties leased to Toys "R" Us and the property leased to Liberty House, Inc. The annualized interest rates on the debt incurred to finance the Toys"R" Us properties was 12.625% prior to prepayment and 10.25% with respect to the Liberty House property. **The interest rates of the debt on the other acquisitions rage from 6.875% to 8.5%. 5 (3) These amounts represent the minority interest in the net income of LCIF due to the issuance of the OP Units in the acquisition of the Salt Lake City Property, the acquisition of the LP Properties and the acquisition of the Excel Pennsylvania Properties. (4) The following items are not included in the pro forma statement of income for the year ended December 31, 1996: Prepayment Premium - Salt Lake City Refinancing $ (1,824) Prepayment Premium - Ross Stores Newark Property debt repayment (773) Prepayment Premium - Stratus Property debt repayment (1,862) Gain on sale of Stratus Property 2,850 Pro forma loss on sale of Ross Stores Newark Property (910)
(5) Primary income from continuing operations per share is computed by dividing income from continuing operations (reduced by preferred dividends) by the weighted average number of common and diluted common equivalent shares outstanding during the period. Fully diluted income from continuing operations per share amounts are similarly computed but include the effect, when dilutive, of the Company's other potentially dilutive securities. Fully dilutive income from continuing operations is reduced by preferred dividends and is increased by minority interests resulting from the assumed conversion of the OP Units. The Convertible Preferred Stock and Exchangeable Notes are excluded from the pro forma computations due to their anti-dilutive effect during the period. 6 Unaudited Pro Forma Consolidated Condensed Financial Statements (For the nine months ended and as of September 30, 1997) (all amounts in thousands, except per share data)
FirstPlus Company Property Other Historical Acquisition (1) Adjustments (2) Pro Forma ------- ------- ------- ------- Income Statement: Revenues: Rental $31,420 $ 2,423 $ 1,902 $35,745 Interest and other 447 -- 23 470 ------- ------- ------- ------- Total revenues 31,867 2,423 1,925 36,215 ------- ------- ------- ------- Expenses: Interest expense 12,628 1,109 (1,831) 11,906 Depreciation 7,920 527 386 8,833 Amortization of deferred expenses 649 -- (88) 561 Property operating expenses 616 -- -- 616 General and administrative expenses 2,885 -- -- 2,885 ------- ------- ------- ------- Total Expenses 24,698 1,636 (1,533) 24,801 ------- ------- ------- ------- Income before minority interests 7,169 787 3,458 11,414 Minority interests 1,158 166(3) 97(3) 1,421 ------- ------- ------- ------- Income from continuing operations $ 6,011 $ 621 $ 3,361 $ 9,993 ======= ======= ======= ======= Per share data: (4) Income from continuing operations Primary $ 0.46 $ -- $ -- $ 0.53 Fully diluted 0.45 -- -- 0.53 Weighted average common shares outstanding Primary 11,143 -- 5,859 17,002 Fully diluted 13,736 -- 5,993 19,729
7 Notes to the Unaudited Pro Forma Consolidated Condensed Financial Statements (Forthe nine months ended and as of September 30, 1997) (All amounts in thousands, except per share data) Rental revenue in these financial statements (both historical and pro forma) is generated from leases that are "net leases," under which the tenant is responsible for substantially all costs of real estate taxes, insurance and ordinary maintenance. Pro forma rental income represents straight-line rent as provided by GAAP, calculated as the difference between the cash rent paid under the lease and the average rent due over the non-cancelable term of the lease. The depreciable life for all real property additions is 40 years. Applicable pro forma interest expense adjustments are calculated based on annual interest rates on the respective debt as of the applicable acquisition, disposal or refinancing date. (1) This column reflects the pro forma adjustments for the acquisition of the FirstPlus Property for the period from January 1 to September 4, the acquisition date of the Property, which includes rental revenue, interest expense (assuming an annualized interest rate of 7.125%) and depreciation. (2) These amounts reflect (i) the addition of historical results of operations for the period from January 1 to the respective acquisition dates for the Properties acquired by the Company during 1997 and for a 9-month period for the Ryder and CRIT Acquisition; (ii) the elimination of the results of operations of the Ross Stores Newark Property and Stratus Property as if the sales had taken place on January 1, 1996; (iii) the Salt Lake City Refinancing and (iv) the June Offering of 3,220,000 shares of Common Stock and the November Offering of 2,500,000 shares of Common Stock and the application of the proceeds therefrom. The results of operations for Properties acquired during 1997, from their respective acquisition dates through September 30, 1997, are included in the Company's historical September 30, 1997 consolidated statement of income. The results of operations consist principally of rental revenue, interest expense and depreciation expense.
Annualized Rental Interest Interest Depreciation Revenue Rate Expense Expense ------- ------------- ------- ------- CRIT Acquisition $ 2,684 8.875 -9.500% $ 1,051 686 Acquisition of Exel Pennsylvania Properties 648 8.000% 433 130 Acquisition of Bull Property 537 7.960% 271 118 Acquisition of Lockheed Property 929 7.125% 218 191 Acquisition of Ryder Property 751 7.125% 494 154 Sale of Ross Stores Newark Property (2,457) 8.100% (1,477) (624) Sale of Stratus Property (1,515) 10.180% (698) (335) November Offering -- 7.125% (1,149) -- Other Activities 325 (*) (974) 66 ------- ------- ------- $ 1,902 $(1,831) $ 386 ======= ======= =======
The pro forma interest expense adjustment includes (i) the impact of the Salt Lake City Refinancing, (ii) repayment of the Credit Facility with proceeds from the sale of the Ross Stores Newark Property and with proceeds from the June and November Offerings and (iii) the impact of interest on acquisitions and other debt repayments described above as if they had occurred on January 1, 1996. The pro forma reduction of interest expense represents only the actual interest expense incurred on debt that has been or will be repaid. * The interest rates related to other activities range from 6.875% to 12.900%. (3) These amounts represent the minority interest in the net income of LCIF due to the issuance of OP Units in connection with the acquisition of the Company's Salt Lake City Property and the Exel Pennsylvania Properties Acquisition. 8 (4) Primary income from continuing operations per share is computed by dividing income from continuing operations (reduced by preferred dividends) by the weighted average number of common and diluted common equivalent shares outstanding during the period. Fully diluted income from continuing operations per share amounts are similarly computed but include the effect, when dilutive, of the Company's other potentially dilutive securities. Fully diluted income from continuing operations is reduced by preferred dividends and is increased by minority interests resulting from the assumed conversion of the OP Units. The Company's Convertible Preferred Stock and Exchangeable Notes are excluded from the pro forma computations due to their anti-dilutive effect during the period. 9 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. LEXINGTON CORPORATE PROPERTIES, INC. By: /s/ T. Wilson Eglin -------------------------------------------- T. Wilson Eglin President and Chief Operating Officer Date: November 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----