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UNITED STATES
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
August 13, 1999
Date of Report (Date of earliest event reported)
Capital Automotive REIT
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maryland 000-23733 54-1870224
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Number)
Incorporation or Organization)
</TABLE>
1420 Spring Hill Road, Suite 525, McLean, Virginia 22102
(Address of principal executive offices, including zip code)
(703) 288-3075
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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This Form 8-K/A amends the Form 8-K of Capital Automotive REIT (the "Company")
dated August 13, 1999 and filed August 30, 1999 by adding Item 7. Financial
Statements and Exhibits.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The Company is required to file financial information of Sonic Automotive, Inc.
and Subsidiaries ("Sonic") as a result of the fact that the Company's leases
with Sonic affiliates are expected to contribute more than 20% of the Company's
total rental revenues on an annualized basis. The summarized financial
information presented for Sonic as of December 31, 1998 and the year then ended
was obtained from the Form 10-K filed by Sonic with the Securities and Exchange
Commission. The summarized financial information presented for Sonic as of June
30, 1999 and the six months then ended was obtained from the Form 10-Q filed by
Sonic with the Securities and Exchange Commission.
Sonic Automotive, Inc. and Subsidiaries
Selected Financial Data
(in thousands)
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<CAPTION>
June 30, December 31,
Consolidated Balance Sheet Data: 1999 1998
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<S> <C> <C>
Current Assets $ 488,724 $ 364,841
Noncurrent Assets 300,478 211,262
Current Liabilities 361,088 285,686
Noncurrent Liabilities 141,376 147,988
Stockholders' Equity 286,738 142,429
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<CAPTION>
Six Months
Ended Year Ended
June 30, December 31,
Consolidated Statements of Income Data: 1999 1998
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<S> <C> <C>
Total Revenues $1,316,982 $1,603,701
Gross Profit 172,336 207,442
Operating Income 43,542 52,705
Net Income 16,788 18,557
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(b) Pro Forma Financial Information listed on F-1.
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CAPITAL AUTOMOTIVE REIT
INDEX TO PRO FORMA INFORMATION
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<CAPTION>
Page
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<S> <C>
Pro Forma (Unaudited) Consolidated Balance Sheet
as of June 30, 1999 F-3
Pro Forma (Unaudited) Consolidated Statement of
Operations for the six months ended June 30, 1999 F-4
Pro Forma (Unaudited) Consolidated Statement of
Operations for the year ended December 31, 1998 F-5
Notes and Management's Assumptions to Unaudited
Pro Forma Consolidated Financial Information F-6
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F-1
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CAPITAL AUTOMOTIVE REIT
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The unaudited Pro Forma Consolidated Balance Sheet as of June 30, 1999 and the
unaudited Pro Forma Consolidated Statements of Operations for the six months
ended June 30, 1999 and the year ended December 31, 1998 are based on the
historical financial statements of the Company.
The unaudited Pro Forma Consolidated Balance Sheet as of June 30, 1999 is
presented as if the acquisition of MMR Holdings, L.L.C., MMR Tennessee, L.L.C.
and MMR Viking Investment Associates, L.P. (collectively, "MMR") had occurred on
June 30, 1999. The unaudited Pro Forma Consolidated Statements of Operations
for the six months ended June 30, 1999 and the year ended December 31, 1998 are
presented as if the MMR acquisition had occurred at the beginning of each of
those periods. The unaudited pro forma information should be read in
conjunction with the historical financial statements and notes related thereto
appearing in the Company's Forms 10-Q and 10-K.
Preparation of the pro forma information was based on assumptions considered
appropriate by the Company's management. The pro forma financial information is
unaudited and is not necessarily indicative of the results which would have
occurred if the acquisition had been consummated at the beginning of the periods
presented, nor does it purport to represent the future financial position and
results of operations for future periods. In management's opinion, all
adjustments necessary to reflect the effects of the MMR acquisition have been
made.
F-2
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CAPITAL AUTOMOTIVE REIT
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1999
(UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
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<CAPTION>
MMR
Historical Acquisition Pro Forma
--------------- -------------- --------------
<S> <C> <C> <C>
ASSETS
Real estate:
Land $ 292,686 $ 91,000 (A) $ 383,686
Buildings and improvements 353,771 116,000 (A) 469,771
Accumulated depreciation (13,720) - (13,720)
-------------- ------------- ------------
632,737 207,000 839,737
Cash and cash equivalents 7,734 - 7,734
Other assets, net 8,579 (752) (B) 7,827
-------------- ------------- ------------
Total Assets $ 649,050 $ 206,248 $ 855,298
============== ============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage loans $ 161,865 $ 151,248 (B) $ 313,113
Short term borrowings 62,000 55,000 (B) 117,000
Accounts payable and accrued expenses 6,675 - 6,675
Security deposits payable 4,668 - 4,668
-------------- ------------- ------------
Total Liabilities 235,208 206,248 441,456
-------------- ------------- ------------
Minority Interest 103,163 103,163
Shareholders' Equity
Preferred shares, $.01 par value; 20,000,000
shares authorized; none outstanding - - -
Common shares, $.01 par value; 100,000,000 shares
authorized; 24,792,115 shares issued 248 - 248
Additional paid-in-capital 345,716 - 345,716
Accumulated deficit (1,814) - (1,814)
Less treasury shares at cost, 3,184,700 common shares (33,471) - (33,471)
-------------- ------------- ------------
Total shareholders' equity 310,679 - 310,679
-------------- ------------- ------------
Total liabilities and shareholders' equity $ 649,050 $ 206,248 $ 855,298
============== ============= ============
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The accompanying notes are an integral part of this statement.
F-3
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CAPITAL AUTOMOTIVE REIT
PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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<CAPTION>
MMR
Historical Acquisition Pro Forma
----------------- ------------- -------------
<S> <C> <C> <C>
Revenue:
Rental $ 30,249 $ 10,769 (C) $ 41,018
Interest and other 437 - 437
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Total revenue 30,686 10,769 41,455
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Expenses:
Depreciation and amortization 7,679 1,933 (D) 9,612
General and administrative 3,627 - 3,627
Interest 7,000 8,014 (E) 15,014
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Total expenses 18,306 9,947 28,253
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Net income before minority interest 12,380 822 13,202
Minority interest (3,026) (265) (3,291)
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Net income $ 9,354 $ 557 $ 9,911
============= ========== ===========
Shares of common stock outstanding used to
compute basic earnings per share 21,607 21,607
============= ===========
Basic earnings per share $ 0.43 $ 0.46
============= ===========
Shares of common stock outstanding used to
compute diluted earnings per share 21,619 21,619
============= ===========
Diluted earnings per share $ 0.43 $ 0.46
============= ===========
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The accompanying notes are an integral part of this statement.
F-4
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CAPITAL AUTOMOTIVE REIT
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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<CAPTION>
MMR
Historical Acquisition Pro Forma
--------------- --------------- ---------------
<S> <C> <C> <C>
Revenue:
Rental $ 27,027 $ 21,538 (C) $ 48,565
Interest and other 7,904 - 7,904
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Total revenue 34,931 21,538 56,469
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Expenses:
Depreciation and amortization 6,304 3,867 (D) 10,171
General and administrative 5,487 - 5,487
Interest 2,254 16,335 (E) 18,589
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Total expenses 14,045 20,202 34,247
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Net income before minority interest 20,886 1,336 22,222
Minority interest (4,395) (788) (5,183)
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Net income $ 16,491 $ 548 $ 17,039
============= ============= =============
Shares of common stock outstanding used to
compute basic earnings per share 20,927 20,927
============= =============
Basic earnings per share $ 0.79 $ 0.81
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Shares of common stock outstanding used to
compute diluted earnings per share 20,978 20,978
============= =============
Diluted earnings per share $ 0.79 $ 0.81
============= =============
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The accompanying notes are an integral part of this statement.
F-5
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CAPITAL AUTOMOTIVE REIT
NOTES AND MANAGEMENT'S ASSUMPTIONS TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION
(UNAUDITED) (DOLLAR AMOUNTS IN THOUSANDS)
1. Basis of Presentation
The unaudited Pro Forma Consolidated Balance Sheet as of June 30, 1999 and
unaudited Pro Forma Consolidated Statements of Operations for the six
months ended June 30, 1999 and the year ended December 31, 1998 are based
on the historical financial statements of the Company.
The unaudited Pro Forma Consolidated Balance Sheet as of June 30, 1999 is
presented as if the MMR acquisition had occurred on June 30, 1999. The
unaudited Pro Forma Consolidated Statements of Operations for the six
months ended June 30, 1999 and the year ended December 31, 1998 are
presented as if the MMR acquisition had occurred at the beginning of each
of those periods. The unaudited pro forma information should be read in
conjunction with the historical financial statements and notes related
thereto appearing in the Company's Forms 10-Q and 10-K.
2. Adjustments to Pro Forma Consolidated Balance Sheet
(A) Increase in real estate assets represents the acquisition of MMR and
two additional properties for an aggregate purchase price, including
closing costs, of approximately $207 million.
(B) Decrease in other assets and increase in total liabilities represents
the funding of the acquisition of MMR and two additional properties as
follows:
Assumption and amended mortgage loan $127,896
Proceeds from bridge loan 55,000
Proceeds from mortgage loan 23,352
Deposit 752
--------
$207,000
========
3. Adjustments to Pro Forma Consolidated Statements of Operations
(C) Rental income has been adjusted to reflect the lease payments from the
property tenants calculated on a pro forma basis by applying the rent
provisions (as defined in the lease agreements), assuming the 58
leases were assigned or entered into at the beginning of each period.
(D) Depreciation and amortization has been adjusted based on the allocated
purchase price of the assets acquired and an estimated useful life of
30 years, as if the purchase had occurred at the beginning of each
period.
(E) Interest expense has been adjusted to reflect the interest costs for
long and short-term financing based on the weighted average interest
rate of 7.80% for the six months ended June 30, 1999 and 7.90% for the
year ended December 31, 1998, assuming the borrowings to finance the
MMR acquisition and assumption of debt had all occurred at the
beginning of each period.
F-6
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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.
CAPITAL AUTOMOTIVE REIT
By: /s/ David S. Kay
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Title: Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: October 7, 1999
