<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) July 1, 2000
CEDAR INCOME FUND, LTD.
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(Exact name of registrant as specified in charter)
Maryland 0-14510 42-1241468
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(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
44 South Bayles Avenue, Port Washington, New York 11050
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 767-6492
Uni-Invest (U.S.A.), Ltd.
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(Former name or former address, if changed since last report)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant hereby amends the following items, financial statements, exhibits or
other portions of its current Report on Form 8-K dated July 1, 2000, as filed
with the Securities and Exchange Commission on July 14, 2000, as set forth in
the pages attached hereto.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Acquisition Property
Report of Independent Auditors
Statements of Revenues and Expenses
Notes to Statements of Revenue and Certain Expenses
Unaudited Pro Forma Consolidated Financial Statements
Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 2000 (unaudited)
Pro Forma Condensed Consolidating Statement of
Operations for the three months ended March 31, 2000
(unaudited)
Pro Forma Condensed Consolidating Statement of Operations
for the year ended December 31, 1999
Notes to Pro Forma Financial Statements
<PAGE>
Report of Independent Auditors
Board of Directors and Stockholders
Cedar Income Fund, Ltd.
We have audited the statements of revenues and certain expenses of The Point
Associates, L.P. (the "Company") as described in Note 1 to be acquired by Cedar
Income Fund, Ltd. Ltd., for the years ended December 31, 1999, 1998, and 1997.
The financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement. An
audit also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
The accompanying statements of revenues and certain expenses were prepared for
the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission for inclusion in Form 8-K of Cedar Income Fund, Ltd. and
are not intended to be a complete presentation of the Company's revenues and
expenses.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined revenues and certain expenses of the Company
as described in Note 2 for the years ended December 31, 1999, 1998, and 1997, in
conformity with accounting principles generally accepted in the United States.
New York, New York
February 2, 2000
1
<PAGE>
The Point Associates, L.P.
Statements of Revenues and Certain Expenses
<TABLE>
<CAPTION>
Three months
ended
March 31, Years ended December 31,
2000 1999 1998 1997
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Base rents $ 358,288 $1,543,547 $1,425,220 $1,482,626
Tenant reimbursements 188,784 778,069 884,132 953,532
Percentage rents 34,724 53,884 62,315 64,421
---------- ---------- ---------- ----------
Total rental revenue 581,796 2,375,500 2,371,667 2,500,579
---------- ---------- ---------- ----------
Certain expenses:
Real estate taxes 55,011 255,502 239,701 234,559
Management fees 22,123 76,154 72,601 75,676
Property operating expenses 187,246 763,768 889,347 921,696
---------- ---------- ---------- ----------
Total certain expenses 264,380 1,095,424 1,201,649 1,231,931
---------- ---------- ---------- ----------
Revenues in excess of certain expenses $ 317,416 $1,280,076 $1,170,018 $1,268,648
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statement.
2
<PAGE>
The Point Associates, L.P.
Notes to Statements of Revenues and Certain Expenses
For the years ended December 31, 1999, 1998, and 1997
1. Summary of Significant Accounting Policies
Presented herein are the statements of revenues and certain expenses related to
the operation of a multi-tenant shopping center. The Point Associates, L.P.
operates a regional shopping center ("The Point") in Lower Paxton Township,
Dauphin County, Pennsylvania. The Point has approximately 268,000 square feet of
leasable retail space and 28,000 square feet of office space.
The statements of revenues and certain expenses for the three months ended March
31, 2000 is unaudited; however, in the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation of the combined statements of revenues and certain expenses for
these interim periods have been included. The results of interim periods are not
necessarily indicative of the results to be obtained for a full fiscal year.
2. Basis of Presentation
The accompanying financial statements have been prepared in accordance with the
applicable rules and regulations of the Securities and Exchange Commission for
the acquisition of real estate properties. Accordingly, the financial statements
exclude certain expenses that may not be comparable to those expected to be
incurred by the Company in the proposed future operations of the aforementioned
property. Items excluded consist of interest, depreciation and general and
administrative expenses not directly related to the future operations.
3. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statement and accompanying notes.
Actual results could differ from those estimates.
4. Revenue Recognition
The Point is being leased to tenants under operating leases. Minimum rental
income is generally recognized on a straight-line basis over the term of the
lease. The excess of amounts so recognized over amounts due pursuant to the
underlying leases amounted to approximately ($22,415), ($28,670), and $7,081 for
the years ended December 31, 1999, 1998, and 1997, respectively.
3
<PAGE>
The Point Associates, L.P.
Notes to Statements of Revenues and Certain Expenses (continued)
5. Management Agreements
The Point incur management fees, based on 3% of gross collections (as defined).
The management services provided by the affiliate are terminable upon ninety
days' notice.
6. Property Operating Expenses
Property operating expenses for the years ended December 31, 1999, 1998, and
1997, respectively include approximately $22,533, $42,640, and $35,656 for
insurance, $439,467, $514,969, and $560,601 for utilities, $103,704, $115,036,
and $133,058 in repair and maintenance costs, $110,171, $146,574, and $94,696 in
administrative costs and $87,893, $70,128, and $97,685 in payroll (maintenance).
7. Significant Tenants
The five most significant tenants constitute approximately 34%, 42%, and 31% of
rental revenue in 1999, 1998, and 1997, respectively.
8. Future Minimum Rents Schedule
Future minimum lease payments to be received by The Point as of December 31,
1999, 1998, and 1997 under noncancelable operating leases are as follows:
1999 1998 1997
---------------- ----------------- -----------------
1999 $ 1,570,921 $ 1,573,608 $ 893,710
2000 1,503,128 1,512,187 771,947
2001 1,134,478 1,137,994 740,492
2002 1,002,205 994,195 707,353
2003 683,267 661,657 634,213
Thereafter 3,617,114 3,684,363 881,527
---------------- ----------------- -----------------
Total $ 9,511,113 $ 9,564,004 $ 4,629,242
================ ================= =================
The lease agreements generally contain provisions for reimbursement of real
estate taxes and operating expenses over base year amounts, as well as fixed
increases in rent.
4
<PAGE>
Cedar Income Fund
Pro Forma Condensed Combining Balance Sheet
As of March 31, 2000
The following unaudited pro forma combining balance sheet is presented as if the
Company had purchased a controlling 50% interest in the Point Associates LP, on
March 31, 2000. This pro forma condensed combining balance sheet should be read
in conjunction with the pro forma condensed combining statement of operations of
the Company and the historical financial statements and notes thereto of the
Company as filed on Form 10-Q for the three months ended March 31, 2000. The pro
forma condensed combining balance sheet is unaudited and is not necessarily
indicative of what the actual financial position would be had the Company
acquire The Point Associates LP on March 31, 2000, nor does it purport to
represent the future financial position of the Company.
<TABLE>
<CAPTION>
(Per previously 50%
Cedar Income filed 8-K) Acquisition
Fund Germantown The Point Proforma
Historical (a) Disposition Assoc, LLC (b) 03/31/2000
-------------- ---------------- -------------- ----------
<S> <C> <C> <C> <C>
Assets
Real estate, net $ 13,916,183 $ (2,883,483) $ 13,500,000 $ 24,532,700
Cash and cash equivalents 2,205,630 3,010,551 (1,408,453) 3,807,728
Rents and other receivables 101,334 (50,118) (135) 51,081
Deferred lease and financng costs 223,655 (22,548) -- 201,107
Pre-paid expenses and other 89,131 (3,046) 39,623 125,708
Due from co-tenancy 29,311 (29,311) -- --
Deferred rental income 12,312 (2,156) -- 10,156
Deferred legal costs 13,234 -- -- 13,234
------------ ------------ ------------ ------------
Total assets $ 16,590,790 $ 19,889 $ 12,131,035 $ 28,741,714
============ ============ ============ ============
Liabilities and Stockholders' Equity
Mortgage notes payable $ 1,339,328 $ -- $ 9,300,000 $ 10,639,328
Accounts expenses and other 498,066 (42,695) 321,255 776,626
Due to co-tenancy 7,070 (7,070) -- --
------------ ------------ ------------ ------------
Total liabilities 1,844,464 (49,765) 9,621,255 11,415,954
------------ ------------ ------------ ------------
Minority interest -- -- 2,509,780 2,509,780
Limited partner's interest in O.P 9,534,027 45,777 -- 9,579,804
Stockholders Equity
Common stock
Additional paid in capital 9,421 -- -- 9,421
Retained Earnings 5,202,878 23,877 -- 5,226,755
------------ ------------ ------------ ------------
Total stockholders's equity 5,212,299 23,877 -- 5,236,176
------------ ------------ ------------ ------------
Total liabilities and stockholders'
equity $ 16,590,790 $ 19,889 $ 12,131,035 $ 28,741,714
============ ============ ============ ============
</TABLE>
See accompanying Notes to Pro Forma Financial Statements
5
<PAGE>
Cedar Income Fund
Pro Forma Condensed Combining Statement of Operations
For the three months ended March 31, 2000
The following unaudited pro forma condensed combining Statement of Operations is
presented as if the Company had acquired a 50% controlling interest in The Point
Associates LPas of January 1, 2000 and the Company qualified as a REIT,
distributed all its taxable income and, therefore, incurred no income tax
expense during the period. This pro forma condensed combining Statement of
Operations should be read in conjunction with the pro forma condensed combining
balance sheet of the company and the historical financial statements and notes
thereto of the Company as filed on Form 10-Q for three months ended March 31,
2000. The pro forma condensed combining Statement of Operations is unaudited and
is not necessarily indicative of what the acutal financial position would have
been had the company acquired The Point Associates LP as of January 1, 1999, nor
does it purport to represent the operations of the Company for future periods.
<TABLE>
<CAPTION>
50%
Cedar Income Acquisition
Fund Per previously filed 8-K The Point
Historical Germantown Pro Forma Assoc, LLC Proforma Pro-Forma
Description 3/31/2000 (c) Disposition Adjustment 3-14 Audit (d) Adjustment (e) 03/31/2000
------------- ----------- ---------- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Base rent 544,477 (88,425) -- 358,288 4,435 818,775
Tenant escalations 111,415 (42,700) -- 188,784 -- 257,499
Other -- -- -- -- -- --
Interest 40,548 -- 43,405 34,724 -- 118,677
----------- ----------- ----------- ----------- ----------- -----------
Total revenues 696,440 (131,125) 43,405 581,796 4,435 1,194,951
--
Expenses --
Real estate taxes 65,930 (9,796) -- 55,011 -- 111,145
Property Expenses 56,588 (18,645) -- 187,246 -- 225,189
Utilities 38,796 -- -- -- -- 38,796
Management Fees 34,736 -- 22,123 -- 56,859
Insurance 6,714 -- -- -- -- 6,714
Other 14,099 -- -- -- -- 14,099
----------- ----------- ----------- ----------- ----------- -----------
Total operating expenses 216,863 (28,441) -- 264,380 -- 452,802
--
Deprec and amortization 114,829 (19,400) -- -- 67,500 162,929
Interest 31,507 -- -- -- 232,500 264,007
Admin fees 24,468 -- -- -- -- 24,468
Directors fees and expenses 21,334 -- -- -- -- 21,334
Other Admin 80,390 (118) -- -- -- 80,272
----------- ----------- ----------- ----------- ----------- -----------
--
Total expense 489,391 (47,959) -- 264,380 300,000 1,005,812
Net income before minority interest 207,049 (83,166) 43,405 317,416 (295,565) 189,139
Minority interest -- -- -- (158,708) 147,782 (10,926)
----------- ----------- ----------- ----------- ----------- -----------
Net income before limited partner's
interest 207,049 (83,166) 43,405 158,708 (147,782) 178,214
Limited partner's interest (143,474) 53,534 (28,361) (102,636) 95,571 (125,367)
----------- ----------- ----------- ----------- ----------- -----------
--
Net income $ 63,575 $ (29,632) $ 15,044 $ 56,072 $ (52,212) $ 52,847
=========== =========== =========== =========== =========== ===========
Basic and dillutive net income(loss) per share $ 0.07 $ (0.03) $ 0.02 $ 0.06 $ (0.06) $ 0.06
=========== =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to Pro Forma Financial Statements
6
<PAGE>
Cedar Income Fund
Pro Forma Condensed Combining Statement of Operations
For the twelve months ended December 31, 1999
The following unaudited pro forma condensed combining Statement of Operations is
presented as if the Company had acquired a 50% controlling interest in The Point
Associates LPas of January 1, 1999 and the Company qualified as a REIT,
distributed all its taxable income and, therefore, incurred no income tax
expense during the period. This pro forma condensed combining Statement of
Operations should be read in conjunction with the pro forma condensed combining
balance sheet of the company and the historical financial statements and notes
thereto of the Company as filed on Form 10-K for the year ended December 31,
1999. The pro forma condensed combining Statement of Operations is unaudited and
is not necessarily indicative of what the acutal financial position would have
been had the company acquired The Point Associates LP as of January 1, 1999, nor
does it purport to represent the operations of the Company for future periods.
<TABLE>
<CAPTION>
Cedar Income 50%
Fund Per previously filed 8-K Acquisition
Historical Germantown Pro Forma The Point Proforma Pro-Forma
12/31/1999 (f) Disposition Adjustment Assoc, LLC (g) Adjustment (h) 12/31/1999
-------------- ----------- ----------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Rents $ 2,413,958 $ (399,218) $ -- $ 1,543,547 $ 17,741 $ 3,576,028
Other 75,000 -- -- 831,953 -- 906,953
Interest 26,329 -- 151,961 -- -- 178,290
----------- ----------- ----------- ----------- ----------- -----------
Total revenues 2,515,287 (399,218) 151,961 2,375,500 17,741 4,661,271
Expenses
Real estate taxes 258,597 (37,317) -- 255,502 -- 476,782
Repairs and maintenance 273,253 (72,614) -- 763,768 -- 964,407
Utilities 167,886 -- -- -- -- 167,886
Management Fees 124,358 -- -- 76,154 -- 200,512
Insurance 21,764 -- -- -- -- 21,764
Other 124,883 -- -- -- -- 124,883
----------- ----------- ----------- ----------- ----------- -----------
Total operating expenses 970,741 (109,931) -- 1,095,424 -- 1,956,234
Deprec and amortization 492,716 (77,136) -- -- 270,000 685,580
Interest 127,700 -- -- -- 930,000 1,057,700
Admin fees 102,397 -- -- -- -- 102,397
Directors fees and expenses 97,872 -- -- -- -- 97,872
Other Admin 343,901 (472) -- -- -- 343,429
----------- ----------- ----------- ----------- ----------- -----------
Total expense 2,135,327 (187,539) -- 1,095,424 1,200,000 4,243,212
Net income before minority interest 379,960 (211,679) 151,961 1,280,076 (1,182,259) 418,059
Minority interest -- -- -- (640,038) 591,130 (48,909)
----------- ----------- ----------- ----------- ----------- -----------
Net income before limited partner's
interest 379,960 (211,679) 151,961 640,038 (591,130) 369,151
Limited partner's interest (315,490) 156,670 (113,008) (413,913) 382,283 (303,457)
----------- ----------- ----------- ----------- ----------- -----------
Net income $ 64,470 $ (55,009) $ 38,953 $ 226,125 $ (208,846) $ 65,693
=========== =========== =========== =========== =========== ===========
Basic and dillutive net income(loss) per share $ 0.07 $ (0.06) $ 0.04 $ 0.24 $ (0.22) $ 0.07
=========== =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to Pro Forma Financial Statements
7
<PAGE>
Cedar Income Fund
Notes to Pro Forma Financial Statements
Pro Forma Condensed Combining Balance Sheet
a. Reflects the Company's historical balance sheet as of March 31, 2000.
b. Reflects the 50% acquisition of the Point Associates for $2.1 million
plus closing adjustments of approximately $385,000.
Pro Forma Condensed Combining Statements of Operations for the three months
ended March 31, 2000.
c. Reflects the historical operations of the Company for the three months
ended March 31, 2000.
d. Reflects the operations of The Point Associates for the three months
ended March 31, 2000.
e. Reflects the straight line adjustment, depreciation expense and
interest expense associated with The Point Associates LP.
Pro Forma Condensed Combining Statements of Operations for the year ended
December 31, 1999.
f. Reflects the historical operations of the Company for the year ended
December 31, 1999
g. Reflects the operations of The Point Associates for the year ended
December 31, 1999.
h. Reflects the straight line adjustment, depreciation expense and
interest expense associated with The Point Associates LP.
8
