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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
May 1, 1996
Date of Report (Date of earliest event reported) . . . . . . . . . . . . . . .
VINLAND PROPERTY TRUST
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Exact name of registrant as specified in its charter)
California 0-8003 94-2432628
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
One Turtle Creek, 3878 Oak Lawn , Suite 300, Dallas, Texas 75219
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Address of principal executive offices) (Zip Code)
(214) 522-9910
Registrant's telephone number, including area code . . . . . . . . . . . . . .
Not Applicable
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
This Form 8-K/A amends a Form 8-K Current Report dated May 1, 1996, and filed
May 16, 1996, by Vinland Property Trust (the "Trust") only to provide required
financial statements that were not available at the date of the original
filing.
In April 1996, the Trust consummated the acquisition of Holly House Apartments
("Holly House"), a 57-unit complex built in the mid-1960s and located in North
Miami, Florida, from Alan M. Kornbluh, as Trustee (who has no other
relationship to the Trust). The $1.4 million purchase price was based on a
capitalization rate of approximately 12.5% and was paid in cash from the
Trust's general working capital. The Trust paid an acquisition fee of $14,500
to Tarragon Realty Advisors, Inc. ("Tarragon"), the Trust's advisor, for
services rendered in connection with the transaction.
On May 1, 1996, the Trust purchased Mission Trace Apartments ("Mission Trace")
for a purchase price of $2.9 million, which was based on an estimated
capitalization rate of approximately 11%. This property was constructed in
1990 and consists of twelve two-story garden style buildings with a total of 96
units. The property was 91% occupied at the date of purchase and is located in
Tallahassee, Florida. A portion of the purchase price was financed through a
first mortgage loan in the amount of $2,220,000 and a second mortgage loan in
the amount of $290,000, both provided by First Federal Savings and Loan
Association of Osceola County, the seller (which has no other relationship to
the Trust). The remainder of the purchase price was paid in cash from general
working capital of the Trust. For the first two years, the first and second
mortgage loans bear interest at 8.25% and 8.5%, respectively. Thereafter, the
rates are adjusted every two years to 225 basis points and 200 basis points,
respectively, over the Two Year Constant Maturity Treasury. Both loans mature
in May 2006 and are payable in monthly installments of principal and interest.
In connection with the acquisition, the Trust paid a $28,900 acquisition fee to
Tarragon.
The purchase prices in each of the above transactions represented less than 10%
of the Trust's consolidated assets as of November 30, 1995. However, the
aggregate purchase price exceeded 10% of the Trust's consolidated assets as of
November 30, 1995.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Pro forma financial information:
Pro forma statements of operations are presented for the fiscal year ended
November 30, 1995, and the three months ended February 29, 1996. A pro forma
balance sheet as of February 29, 1996, is also presented.
The pro forma statements of operations present the Trust's operations as if the
transactions described in Item 2. had occurred at the beginning of each of the
periods presented. The pro forma statements of operations include estimated
operations for Holly House due to the unavailability of certain financial
records. Operations for the year ended November 30, 1995, have been estimated
using operations for the twelve months ended December 31, 1995. Operations for
the three months ended February 29, 1996, have been estimated based on
one-fourth of the property's actual 1995 operations.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (Continued)
(b) Financial statements of property acquired:
Mission Trace represents 66% of the aggregate real estate acquired in the
transactions described in Item 2. The total revenues of Mission Trace
represent approximately 67% of the aggregate total revenues of both properties
acquired for the year ended December 31, 1995. As it covers the substantial
majority of the properties acquired, only the audited statement of revenues and
direct operating expenses for Mission Trace for the year ended December 31,
1995, is provided.
Exhibit
Number Description
- ------ --------------------------------------------------------------
99.0 Audited Statement of Revenues and Direct Operating Expenses of
Mission Trace Apartments for the year ended December 31, 1995
[This space intentionally left blank.]
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VINLAND PROPERTY TRUST
PRO FORMA
CONSOLIDATED BALANCE SHEET
FEBRUARY 29, 1996
(Unaudited)
<TABLE>
<CAPTION>
Mission Holly
Actual Trace (1) House (2) Pro forma
-------- --------- --------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C>
Assets
Real estate
Held for investment, net of
accumulated depreciation . . . . . . . $ 18,061 $ 2,868 $ 1,476 $ 22,405
Held for sale, net of
accumulated depreciation . . . . . . . 8,422 - - 8,422
-------- ------- ------- --------
26,483 2,868 1,476 30,827
Less - allowance for estimated
losses . . . . . . . . . . . . . . . . . . (241) - - (241)
--------- ------- ------- --------
26,242 2,868 1,476 30,586
Notes and interest receivable . . . . . . . . 736 - - 736
Cash and cash equivalents . . . . . . . . . . 2,266 (325) (1,438) 503
Other assets . . . . . . . . . . . . . . . . 1,697 39 - 1,736
-------- ------- ------- --------
$ 30,941 $ 2,582 $ 38 $ 33,561
======== ======= ======= ========
Liabilities and Shareholders' Equity
Liabilities
Notes, debentures, and interest
payable . . . . . . . . . . . . . . . . . $ 21,029 $ 2,510 $ - $ 23,539
Other liabilities . . . . . . . . . . . . . . 709 72 38 819
-------- ------- ------- --------
21,738 2,582 38 24,358
Commitments and contingencies
Shareholders' equity
Shares of beneficial interest, no
par value; authorized shares,
unlimited; issued and outstanding,
1,348,604 shares . . . . . . . . . . . . . 2,246 - - 2,246
Paid-in capital . . . . . . . . . . . . . . . 43,735 - - 43,735
Accumulated distributions in excess
of accumulated earnings . . . . . . . . . (36,778) - - (36,778)
-------- ------- ------- --------
9,203 - - 9,203
-------- ------- ------- --------
$ 30,941 $ 2,582 $ 38 $ 33,561
======== ======= ======= ========
</TABLE>
- ---------------
(1) Assumes acquisition of Mission Trace Apartments by the Trust on
February 29, 1996.
(2) Assumes acquisition of.Holly House Apartments by the Trust on February
29, 1996.
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VINLAND PROPERTY TRUST
PRO FORMA
STATEMENT OF OPERATIONS
THREE MONTHS ENDED FEBRUARY 29, 1996
(Unaudited)
<TABLE>
<CAPTION>
Mission Holly
Actual Trace (1) House (2) Pro forma
-------- --------- --------- ---------
(dollars in thousands, except per share)
<S> <C> <C> <C> <C>
Income
Rentals . . . . . . . . . . . . . . . . . $ 2,329 $ 166 $ 78 $ 2,573
Interest . . . . . . . . . . . . . . . . . 47 - - 47
Equity in income of partnership . . . . . 4 - - 4
--------- ------- ------- ---------
2,380 166 78 2,624
Expenses
Property operations . . . . . . . . . . . 1,426 63 50 1,539
Interest . . . . . . . . . . . . . . . . . 461 52 - 513
Depreciation . . . . . . . . . . . . . . . 209 14 7 230
Advisory fee to affiliate . . . . . . . . 60 - - 60
General and administrative . . . . . . . . 124 - - 124
--------- ------- ------- ---------
2,280 129 57 2,466
--------- ------- ------- ---------
Income before (loss) on sale of
real estate and extraordinary
gain . . . . . . . . . . . . . . . . . . 100 37 21 158
(Loss) on sale of real estate . . . . . . . . (193) - - (193)
--------- ------- ------- ---------
Income (loss) from continuing
operations . . . . . . . . . . . . . . . . $ (93) $ 37 $ 21 $ (35)
========= ======= ======= =========
Earnings per share
Income (loss) from continuing
operations . . . . . . . . . . . . . . . . $ (.06) $ (.03)
========= =========
Weighted average shares of
beneficial interest used in
computing earnings per share . . . . . . . 1,378,161 1,378,161
========= =========
</TABLE>
- ---------------
(1) Assumes acquisition of Mission Trace Apartments by the Trust on
December 1, 1995, and accordingly represents operations for the three
months ended February 29, 1996.
(2) Assumes acquisition of Holly House Apartments by the Trust on December
1, 1995, and accordingly represents operations for the three months
ended February 29, 1996. Due to the unavailability of certain
financial records, operations for the three months ended February 29,
1996, have been estimated based on one-fourth of the property's actual
1995 operations.
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VINLAND PROPERTY TRUST
PRO FORMA
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1995
<TABLE>
<CAPTION>
Mission Holly
Actual Trace (1) House (2) Pro forma
-------- --------- --------- ---------
(Audited) (Unaudited) (Unaudited) (Unaudited)
(dollars in thousands, except per share)
<S> <C> <C> <C> <C>
Income
Rentals . . . . . . . . . . . . . . . . . $ 8,306 $ 650 $ 314 $ 9,270
Interest . . . . . . . . . . . . . . . . . 131 - - 131
--------- ------- ------- ---------
8,437 650 314 9,401
Expenses
Property operations . . . . . . . . . . . 5,666 390 200 6,256
Interest . . . . . . . . . . . . . . . . . 1,441 208 - 1,649
Depreciation . . . . . . . . . . . . . . . 991 57 30 1,078
Advisory fee to affiliate . . . . . . . . 146 - - 146
General and administrative . . . . . . . . 356 - - 356
Provision for losses . . . . . . . . . . . (190) - - (190)
--------- ------- ------- ---------
8,410 655 230 9,295
--------- ------- ------- ---------
Net income (loss) . . . . . . . . . . . . . . $ 27 $ (5) $ 84 $ 106
========= ======= ======= =========
Earnings per share
Net income (loss) . . . . . . . . . . . . . . $ .02 $ .08
========= =========
Weighted average shares of
beneficial interest used in
computing earnings per share . . . . . . . 1,392,006 1,392,006
========= =========
</TABLE>
- ---------------
(1) Assumes acquisition of Mission Trace Apartments by the Trust on
December 1, 1994, and accordingly represents operations for the year
ended November 30, 1995.
(2) Assumes acquisition of Holly House Apartments by the Trust on December
1, 1994, and accordingly represents operations for the year ended
November 30, 1995. Due to the unavailability of certain financial
records, operations for the year ended November 30, 1995, have been
estimated using operations for the year ended December 31, 1995.
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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 hereunto duly authorized.
VINLAND PROPERTY TRUST
By: /S/ Bruce A. Schnitz
---------------------------------
Bruce A. Schnitz
Chief Operating Officer and
Principal Financial Officer
DATED: July 15, 1996
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VINLAND PROPERTY TRUST
INDEX TO EXHIBITS
CURRENT REPORT ON FORM 8-K/A
Dated May 1, 1996
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------ ------------------------------------------------------------ ------
<S> <C> <C>
99.0 Audited Statement of Revenues and Direct Operating Expenses
of Mission Trace Apartments for the year ended 9
December 31, 1995
</TABLE>
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MISSION TRACE APARTMENTS
STATEMENT OF REVENUES
AND DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 1995
<PAGE> 2
[FARMER, FUQUA, HUNT & MUNSELLE, P.C. LETTERHEAD]
Independent Auditors' Report
To the Board of Trustees
Vinland Property Trust
We have audited the accompanying statement of revenues and direct operating
expenses of Mission Trace Apartments for the year ended December 31, 1995.
This statement of revenues and direct operating expenses is the responsibility
of the Property's management. Our responsibility is to express an opinion on
this statement of revenues and direct operating expenses 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 statement of revenues and direct
operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of revenues and direct operating expenses. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall statement of revenues and
direct operating expenses presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying financial statement is prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission (for
inclusion in Form 8-K of Vinland Property Trust) and, as described in Note 1,
is not intended to be a complete presentation of the results of operations.
In our opinion, the statement of revenues and direct operating expenses
referred to above presents fairly, in all material respects, the revenues and
direct operating expenses of Mission Trace Apartments for the year ended
December 31, 1995, in conformity with generally accepted accounting principles.
/s/ FARMER, FUQUA, HUNT & MUNSELLE, P.C.
Dallas, Texas
July 8, 1996
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MISSION TRACE APARTMENTS
STATEMENT OF REVENUES
AND DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<S> <C>
REVENUES
Net rental revenues $ 610,059
Other revenues 37,862
----------
Total revenues 647,921
OPERATING EXPENSES
Repairs and maintenance 80,074
Salaries and benefits 74,582
Property taxes 63,979
Utilities 30,191
Insurance 16,334
----------
Total direct operating expenses 265,160
----------
REVENUES IN EXCESS OF DIRECT OPERATING EXPENSES $ 382,761
==========
</TABLE>
The accompanying notes are an integral part of this statement.
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MISSION TRACE APARTMENTS
NOTES TO STATEMENT OF REVENUES
AND DIRECT OPERATING EXPENSES
DECEMBER 31, 1995
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
Mission Trace Apartments is a 96-unit apartment complex, located in
Tallahassee, Florida. During 1995, the property was owned by EKS, Inc.
until August when First Federal Savings and Loan Association of Osceola
County foreclosed on the property.
The accompanying financial statement does not include a provision for
depreciation and amortization, bad debt expense, interest expense or
income taxes. Accordingly, this statement is not intended to be a
complete presentation of the results of operations.
NOTE 2: OTHER REVENUES
Other revenues consist of the following:
<TABLE>
<S> <C>
Security deposits forfeited $ 19,947
Late fees 8,480
Miscellaneous 6,525
Laundry revenue 2,910
---------
$ 37,862
=========
</TABLE>
NOTE 3: SUBSEQUENT EVENT
The property was sold to Vinland Property Trust, a California
business trust, on May 1, 1996.
