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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SECURITIES AND EXCHANGE COMMISSION
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): June 7, 1994
WESTERN INVESTMENT REAL ESTATE TRUST
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-2809 94-6100058
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3450 CALIFORNIA STREET, SAN FRANCISCO, CA 94118
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number
including area code: (415) 929-0211
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The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Report on Form 8-K, dated June 7,
1994, as set forth in the pages attached hereto:
ITEM 7. FINANCIAL STATEMENT PRO FORMA FINANCIAL INFORMATION AND EXHIBITS is
supplemented by the following:
MISSION RIDGE PLAZA (MANTECA, CALIFORNIA); NORTHRIDGE PLAZA (FAIR OAKS,
CALIFORNIA), AND LAGUNA 99 PLAZA (ELK GROVE, CALIFORNIA)
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).
Pro forma Financial Information (see below).
PRO FORMA FINANCIAL INFORMATION - MISSION RIDGE PLAZA, NORTHRIDGE PLAZA AND
LAGUNA 99 PLAZA
In lieu of pro forma financial statements, the following narrative
describes the pro forma financial statement effects resulting from the
Registrant's acquisition of Mission Ridge Plaza, Northridge Plaza and
Laguna 99 Plaza.
Had this transaction taken place as of January 1, 1993, certain pro forma
effects would have been reflected in the statement of operations of the
Registrant for the year ended December 31, 1993. Rent and other revenues
would have been increased by $2,895,000; depreciation expense would have
been increased by $905,000; operating expense would have been increased by
$214,000; and other interest expense would have been increased by
$2,214,000. Net income reported for that period would have been decreased
by $438,000. Net income per share for 1993 of $0.70 would have decreased
to $0.67 based on 16,548,198 weighted average number of shares outstanding.
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Had this transaction taken place as of January 1, 1994, certain pro forma
effects would have been reflected in the statement of operations of the
Registrant for the six months ended June 30, 1994. Rent and other revenues
would be increased by $1,234,000; depreciation expense would have been
increased by $379,000; operating expenses would have been increased by
$113,000; other interest expense would have been increased by $376,000; and
interest and other income would have been decreased by $338,000. Net
income reported for that period would have been increased by $28,000. Net
income per share for the six-month period ended June 30, 1994 of $0.68
would have stayed at $0.68 based on 16,657,029 weighted average number of
shares outstanding.
Mission Ridge Plaza and Laguna 99 Plaza were constructed in 1992 and lease-
up took place during 1992 and 1993. Accordingly, the 1993 operating income
is less than the annual operating income generated from the properties at
the time of the property acquisitions and as of the date of this report.
The pro forma information referred to above is based upon audited 1993
gross income and direct operating expenses. These numbers reflect
occupancy levels in effect during 1993. The occupancy rate at June 30,
1994, for Mission Ridge Plaza was 100%. Northridge Plaza was 96% and
Laguna 99 Plaza was 98%. These occupancy rates are higher than the rates
during 1993.
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.
WESTERN INVESTMENT REAL ESTATE TRUST
By: /s/ Dennis D. Ryan
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Dennis D. Ryan
Chief Financial Officer
Date: August 17, 1994
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MISSION RIDGE PLAZA,
NORTHRIDGE PLAZA AND LAGUNA 99 PLAZA
HISTORICAL SUMMARY OF GROSS INCOME
AND DIRECT OPERATING EXPENSES;
YEAR ENDED DECEMBER 31, 1993
CONTENTS
Independent Auditors' Report 5
Historical Summary of Gross Income
and Direct Operating Expenses 6
Notes to Historical Summary of Gross Income
and Direct Operating Expenses 6
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
Western Investment Real Estate Trust
We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses (the Summary) of Mission Ridge Plaza, Northridge Plaza and
Laguna 99 Plaza (the Properties) for the year ended December 31, 1993. The
Summary is the responsibility of management. 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 Western Investment Real Estate Trust) 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 Mission Ridge Plaza, Northridge Plaza, and Laguna 99
Plaza for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick
July 22, 1994
San Francisco, California
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MISSION RIDGE PLAZA,
NORTHRIDGE PLAZA AND LAGUNA 99 PLAZA
HISTORICAL SUMMARY OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 1993
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REVENUES:
Rental income $2,854,014
Common area reimbursement 477,753
Other 41,373
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3,373,140
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OPERATING EXPENSES:
Real property tax 380,036
Repairs and maintenance 175,420
Utilities 71,058
Insurance 58,318
Other 6,573
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691,405
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OPERATING INCOME $2,681,735
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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 Mission Ridge Plaza,
Northridge Plaza, and Laguna 99 Plaza, three shopping centers located in
Manteca, Fair Oaks and Elk Grove, California, respectively, with
approximately 283,550 combined square footage.
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 exceeded the aggregate contractual
rentals by $93,548.
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MISSION RIDGE PLAZA,
NORTHRIDGE PLAZA AND LAGUNA 99 PLAZA
ESTIMATED TAXABLE OPERATING RESULTS
AND CASH TO BE MADE AVAILABLE BY OPERATIONS
YEAR ENDED DECEMBER 31, 1993
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REVENUES:
Rental income $2,760,466
Common area reimbursement 477,753
Other 41,373
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3,279,592
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OPERATING EXPENSES:
Real property tax 380,036
Repairs and maintenance 175,420
Utilities 71,058
Insurance 58,318
Other 6,573
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691,405
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CASH AVAILABLE FROM OPERATIONS 2,588,187
DEPRECIATION EXPENSE 682,928
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TAXABLE INCOME $1,905,259
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</TABLE>
NOTE: Pro forma cash available from operations for 1993 is shown above. Pro
forma taxable operating results are derived by deducting depreciation;
however, as a Real Estate Investment Trust (REIT), Western Investment Real
Estate Trust is not subject to federal income tax if it qualifies under the
Internal Revenue Code ("the Code") REIT provisions. That is, Western
Investment Real Estate Trust is not subject to federal income tax if it
distributes 95% of its taxable income and otherwise complies with the
provisions of the Code. Western Investment Real Estate Trust 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.
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