-----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, GOrcSf+nQwA4jqxczW5MvilUGIllqonemwG+st9Xk6eRT60eEr84NsdI2DXtHRd2 /AMxpfLIUv4HVqvSjwLqNA== 0001116679-06-001943.txt : 20060815 0001116679-06-001943.hdr.sgml : 20060815 20060815144211 ACCESSION NUMBER: 0001116679-06-001943 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050413 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES TRUST 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: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 061034747 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 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC DATE OF NAME CHANGE: 19930816 8-K/A 1 lex8ka.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No.2 to 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) April 13, 2005 Lexington Corporate Properties Trust - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-12386 13-3717318 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) One Penn Plaza, Suite 4015 New York, New York 10119-4015 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 692-7200 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. As previously reported on Lexington Corporate Properties Trust's (the "Trust") Current Report on Form 8-K dated April 13, 2005 (the "April 13th 8-K"), the Trust, through its subsidiaries and joint venture programs, completed the acquisition of twenty-seven properties from affiliates of Wells Real Estate Investment Trust, Inc. Twenty-one properties were directly acquired by the Trust and six were indirectly acquired by the Trust through various joint venture programs in which the Trust has ownership interests of 25% and 30%. This Amendment No. 2 to the April 13th 8-K is being filed to amend and restate certain pro forma financial information related to this acquisition. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. (1) Audited Statement of Revenues and Certain Operating Expenses for the Year Ended December 31, 2004 for the Non-Net Leased Properties (previously filed on Amendment No. 1 to the April 13th 8-K) (2) Unaudited Pro Forma financial information for the Trust is presented as follows: o Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements; o Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2004; o Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2004; o Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited); (3) Estimated Twelve Month Pro Forma Statement of Taxable Operating Results for the Non-Net Leased Properties (previously filed on Amendment No. 1 to the April 13th 8-K). SIGNATURES 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 Trust Date: August 15, 2006 By:/s/ Patrick Carroll ---------------------------------- Patrick Carroll Chief Financial Officer Lexington Corporate Properties Trust Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2004, reflects the financial position of Lexington Corporate Properties Trust (the "Trust") as if the acquisition of the twenty-seven properties (the "Properties") had occurred on December 31, 2004 (rather than April 13, 2005). The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2004, present the results of operations of the Trust as if the acquisition of the Properties, excluding one property that is included in discontinued operations since it is held for sale, had occurred on January 1, 2004 (rather than April 13, 2005). These unaudited pro forma condensed consolidated financial statements should be read in connection with the financial statements of the Trust for the year ended December 31, 2004, included in the Trust's Annual Report on Form 10-K and the financial statements included in Item 9.01 (a) of the Trust's Amendment No.1 to Form 8-K/A (date of earliest reported event: April 13, 2005). These unaudited pro forma financial statements are not necessarily indicative of the expected results of operations of the Trust for any future period. Differences could result from, among other considerations, future changes in the Trust's portfolio of investments, changes in interest rates, changes in the capital structure of the Trust, changes in property level operating expenses, and changes in property level revenues including rents expected to be received on leases in place or signed during and after 2004. Lexington Corporate Properties Trust Unaudited Pro Forma Condensed Consolidated Balance Sheet December 31, 2004 (amounts in thousands, except share and per share data)
Historical Properties (A) (B) Pro Forma ---------------- ----------------- ---------------- Assets Real estate, at cost $ 1,407,872 $ 396,095 $ 1,803,967 Less: accumulated depreciation 180,610 - 180,610 ---------------- ----------------- ---------------- 1,227,262 396,095 1,623,357 Properties held for sale - discontinued operations 13,216 23,682 36,898 Intangible assets 54,736 75,541 130,277 Investment in and advances to non-consolidated entities 132,738 28,928 161,666 Cash and cash equivalents 146,957 (142,574) 4,383 Deferred expenses 7,860 2,089 9,949 Rent receivable, current and deferred 28,046 - 28,046 Notes receivable from affiliate 45,800 - 45,800 Other assets, net 40,471 - 40,471 ---------------- ----------------- ---------------- $ 1,697,086 $ 383,761 $ 2,080,847 ================ ================= ================ Liabilities and Shareholders' Equity Liabilities: Mortgages and notes payable $ 765,144 $ 366,214 $ 1,131,358 Liabilities - discontinued operations 1,688 15,951 17,639 Accounts payable and other liabilities 12,406 - 12,406 Accrued interest payable 5,808 - 5,808 Prepaid rent 3,818 - 3,818 Deferred revenue 4,173 1,596 5,769 ---------------- ----------------- ---------------- 793,037 383,761 1,176,798 Minority interest 56,759 - 56,759 ---------------- ----------------- ---------------- 849,796 383,761 1,233,557 ---------------- ----------------- ---------------- Shareholders' Equity Preferred shares, par value $0.0001 per share, authorized 10,000,000 shares: - - - Series B Cumulative Redeemable Preferred, liquidation preference $79,000, 3,160,000 shares issued and outstanding 76,315 - 76,315 Series C Cumulative Convertible Preferred, liquidation preference $135,000, 2,700,000 shares issued and outstanding 131,126 - 131,126 Common shares, par value $0.0001 per share, authorized 80,000,000 shares, 48,621,273 shares issued and outstanding 5 - 5 Additional paid-in-capital 766,882 - 766,882 Deferred compensation, net (8,692) - (8,692) Accumulated distribution in excess of net income (118,346) - (118,346) ---------------- ----------------- ---------------- Total shareholders' equity 847,290 - 847,290 ---------------- ----------------- ---------------- $ 1,697,086 $ 383,761 $ 2,080,847 ================ ================= ================ See accompanying notes to unaudited pro forma condensed consolidated financial statements.
Lexington Corporate Properties Trust Unaudited Pro Forma Condensed Consolidated Statement of Operations December 31, 2004 (amounts in thousands, except share and per share data)
Pro Forma Adjustments of the Pro Forma as Historical (AA) Properties Adjusted ----------------- -------------------- ----------------- Revenues: Rental $ 140,003 $ 42,276 (BB) $ 182,279 Advisory fees 4,885 2,221 (BB) 7,106 Tenant reimbursement 6,337 6,160 (BB) 12,497 ----------------- -------------------- ----------------- Total gross revenues 151,225 50,657 201,882 Expenses applicable to revenues: Depreciation and amortization (38,930) (27,093) (CC) (66,023) Property operating (10,451) (8,458) (BB) (18,909) General and administrative (13,939) - (13,939) Write-off - tenant bankruptcy (2,884) - (2,884) Non-operating income 3,276 - 3,276 Interest and amortization expense (46,437) (18,586) (DD) (65,023) ----------------- -------------------- ----------------- Income (loss) before provision for income taxes, minority interests, equity in earnings of non-consolidated entities and discontinued operations 41,860 (3,480) 38,380 Provision for income taxes (1,181) - (1,181) Minority interests (4,196) - (4,196) Equity in earnings of non-consolidated entities 7,194 (1,340) (EE) 5,854 ----------------- -------------------- ----------------- Income (loss) from continuing operations $ 43,677 $ (4,820) $ 38,857 ================= ==================== ================= Basic - Income from continuing operations $ 0.79 $ 0.69 ================= ================= Diluted - Income from continuing operations $ 0.79 $ 0.68 ================= ================= Basic weighted average shares outstanding 46,551,328 46,551,328 Diluted weighted average shares outstanding 52,048,909 46,682,743 See accompanying notes to unaudited pro forma condensed consolidated financial statements.
Lexington Corporate Properties Trust Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited) Adjustments to Pro Forma Condensed Consolidated Balance Sheet The adjustments to the pro forma condensed consolidated balance sheet as of December 31, 2004 are as follows: (A) Reflects the Trust's historical condensed consolidated balance sheet as of December 31, 2004. (B) Reflects the pro forma acquisition of the Properties as follows: Assets purchased: Building $ 352,665 Land 43,430 ------------- Total real estate, at cost 396,095 Properties held for sale - discontinued operations 23,682 Intangible assets 75,541 Investment in non-consolidated entities 28,928 Deferred expenses 2,089 Less liabilities: Mortgages and notes payable 366,214 Liabilities - discontinued oprerations 15,951 Deferred revenue - below-market leases 1,596 ------------- Cash paid $ 142,574 ============= Adjustments to Pro Forma Condensed Consolidated Statement of Operations The adjustments to the pro forma condensed consolidated statement of operations for the year ended December 31, 2004 are as follows: (AA) Reflects the Trust's historical condensed consolidated statement of operations for the year ended December 31, 2004. (BB) Reflects the pro forma acquisition of the Properties as follows: Increase in rental revenues reflects (i) the recalculation of straight-line rents as of January 1, 2004 and (ii) the amortization of above and below-market leases on a straight-line basis over the remaining term of in-place leases. Increase in advisory fees reflects acquisition, financing and asset management fees for the twelve months ended December 31, 2004 related to Properties purchased by non-consolidated entities. Increase in property operating expenses and tenant reimbursement income reflects operating activities of the Properties during the twelve months ended December 31, 2004. (CC) Depreciation has been adjusted to reflect the Properties total acquisition cost depreciated on a straight line basis over the estimated economic useful life of the real estate. Amortization includes the pro forma effect of amortization of intangibles on a straight-line basis over the remaining term of the respective leases. (DD) The pro forma adjustment to interest expense reflects additional interest expense as a result of new mortgages obtained (at a weighted average rate of 5.20%) and an assumed borrowing draw on the Company's unsecured revolving credit facility (at a rate of 3.96%) to fund the acquisitions. The pro forma adjustment to amortization expense reflects the pro forma adjustment of deferred mortgage costs which are amortized over the term of the related mortgages. (EE) The pro forma adjustment to equity in earnings of non-consolidated entities reflects the net income statement impact of the six Properties purchased by non-consolidated entities. -----END PRIVACY-ENHANCED MESSAGE-----