SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report February 21, 1995
(Date of earliest event reported) (December 28, 1994)
BODDIE-NOELL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-9496 56-1574675
(Commission File Number) (I.R.S.Employer
Identification Number)
3710 One First Union Center
Charlotte, NC 28202
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (704)333-1367
<PAGE>
OVERVIEW
On December 28, 1994 Boddie-Noell Properties, Inc. (the "Registrant")
acquired Harris Hill Apartments for a contract price of $8,900,000. This
acquisition was originally reported in the Current Report on Form 8-K filed on
January 4, 1995. This Current Report on Form 8-K includes the information
related to the acquisition of Harris Hill Apartments responsive to Item 7
which was not reported in the original Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Business Acquired.
Harris Hill Apartments statements of revenues and certain expenses for the
nine months ended September 30, 1994 (unaudited) and for the year ended December
31, 1993, and report of independent public accountants. See pages 4-8.
The Registrant is not aware of any material factors that would cause the
reported financial information not to be indicative of future operating results.
(b)Pro Forma Financial Information.
Boddie-Noell Properties, Inc. unaudited pro forma consolidating balance
sheets as of September 30, 1994. See page 9.
Boddie-Noell Properties, Inc. unaudited pro forma consolidating statements
of operations for the nine months ended September 30, 1994. See page 10.
Boddie-Noell Properties, Inc. unaudited pro forma consolidating statements
of operations for the year ended December 31, 1993. See page 11.
The pro forma financial information has been prepared giving effect to the
acquisition of Harris Hill Apartments. The pro forma consolidating balance
sheets as of September 30, 1994 have been prepared as if the acquisition of
Harris Hill Apartments had been consummated on that date. The pro forma
consolidated statements of operations for the nine months ended September 30,
1994 have been prepared as if the acquisition of Harris Hill Apartments had been
consummated on January 1, 1994. The pro forma consolidated statements of
operations for the year ended December 31, 1993 have been prepared as if the
acquisition of Harris Hill Apartments had been consummated on January 1, 1993.
The unaudited pro forma consolidating balance sheets are not necessarily
indicative of what the actual financial position of the Registrant would have
been at September 30, 1994. The unaudited pro forma consolidating statements of
operations do not purport to be indicative of the results that actually would
have occurred if the acquisition had occurred at the beginning of such year or
to project the Registrantis results of operations for any future date or period.
The pro forma statements of operations are based on available information and
upon certain assumptions, as set forth in the notes to the pro forma statements
of operations, that management of the Registrant believes are reasonable in the
circumstances. In management's opinion, all adjustments necessary to reflect
the terms of the acquisition have been made.
The pro forma financial statements should be read in conjunction with the
Registrant's 1993 Annual Report to Shareholders and the Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1994.
(c)Exhibits.
None
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<PAGE>
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.
Boddie-Noell Properties, Inc.
(Registrant)
Date: February 21, 1995 By: /s/ Pamela B. Novak
Pamela B. Novak
Vice President - Controller
Chief Accounting Officer
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<PAGE>
HARRIS HILL APARTMENTS
STATEMENT OF REVENUE AND CERTAIN EXPENSES (AS DEFINED)
FOR THE YEAR ENDED DECEMBER 31, 1993
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Boddie-Noell Properties, Inc.:
We have audited the accompanying statement of revenue and certain expenses
(defined as rental revenue less direct operating expenses, exclusive of
depreciation, amortization, management fees and mortgage interest expense) of
Harris Hill Apartments (the Property) for the year ended December 31, 1993. The
statement of revenue and certain expenses (as defined) is the responsibility of
the Property's management. Our responsibility is to express an opinion on this
statement 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 revenue and certain expenses
(as defined) is free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the statement.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
The accompanying statement of revenue and certain expenses (as defined) was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission. As described in Note 2, certain costs or
expenses which may not be comparable to those expected to be incurred in the
proposed future operation of the Property are excluded and the accompanying
statement is not intended to be a complete presentation of the revenue and
expenses of the Property.
In our opinion, the statement of revenue and certain expenses (as defined)
referred to above presents fairly, in all material respects, the revenue and
certain expenses of Harris Hill Apartments for the year ended December 31, 1993,
in conformity with generally accepted accounting principles.
Charlotte, North Carolina,
October 28, 1994.
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<PAGE>
HARRIS HILL APARTMENTS
STATEMENTS OF REVENUE AND CERTAIN EXPENSES (AS DEFINED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 (UNAUDITED), AND
FOR THE YEAR ENDED DECEMBER 31, 1993
[S] [C] [C]
1994 1993
(UNAUDITED)
RENTAL REVENUE $ 988,090 $1,213,308
CERTAIN EXPENSES (as defined):
Rental operations 208,741 265,763
Real estate taxes 71,897 96,096
Insurance 11,668 13,748
292,306 375,607
REVENUE IN EXCESS OF CERTAIN EXPENSES (as defined) $ 695,784 $ 837,701
The accompanying notes to financial statements
are an integral part of these statements.
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<PAGE>
HARRIS HILL APARTMENTS
NOTES TO FINANCIAL STATEMENTS
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIOD)
DECEMBER 31, 1993
1. DESCRIPTION OF RENTAL PROPERTY:
Harris Hill Apartments (the Property) is located in Charlotte, North
Carolina, and consists of 184 one and two bedroom units. The Property has been
in operation since December 1988. The Property is expected to be acquired by
Boddie-Noell Properties, Inc. (the Company).
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The accompanying statements of revenue and certain expenses (as defined)
are presented on the accrual basis of accounting and comply with the reporting
requirements of the Securities and Exchange Commission for real estate
operations to be acquired. The Company is not aware of any material factors
relating to the Property, other than those factors discussed herein, that would
cause the statement of revenue and certain expenses (as defined) not to be
indicative of future operating results.
RENTAL REVENUE
The apartments are leased for terms of one year or less. Fixed rental
amounts are recorded as they accrue under the terms of each lease.
CERTAIN EXPENSES
Certain expenses include direct operating expenses of the property,
excluding certain expenses (primarily depreciation, amortization, management
fees and mortgage interest expense) which may not be comparable to the expenses
expected to be incurred in the proposed future operations of the Property.
Therefore, the accompanying statements are not representative of the actual
operations of the Property for the periods presented.
UNAUDITED INTERIM STATEMENTS
The statement of revenue and certain expenses (as defined) for the nine
months ended September 30, 1994, is unaudited; however, in the opinion of
management, all adjustments (consisting solely of normal recurring adjustments)
necessary for a fair presentation of the financial statement for the interim
period have been included. The results of the interim period ended September
30, 1994, are not necessarily indicative of the results to be obtained for the
full fiscal year.
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<PAGE>
3. RELATED-PARTY TRANSACTIONS:
The Property paid insurance premiums of $11,668 and $13,748 to a related
party for coverage for the nine months ended September 30, 1994, and the year
ended December 31, 1993, respectively.
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<PAGE>
BODDIE-NOELL PROPERTIES, INC.
PRO FORMA CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 1994
(Unaudited)
<TABLE>
<CAPTION>
BNP Acquisition of Pro forma
Historical BTVC Pro forma Harris Hill Consolidated
(A) (B)
<S> <C> <C> <C> <C> <C>
Assets
Real estate investments at cost:
Restaurant properties $43,205,075 $0 $43,205,075 $0 $43,205,075
Apartment properties 23,818,047 21,950,000 45,768,047 8,871,155 54,639,202
67,023,122 21,950,000 88,973,122 8,871,155 97,844,277
Less accumulated depreciation (6,329,063) 0 (6,329,063) 0 (6,329,063)
60,694,059 21,950,000 82,644,059 8,871,155 91,515,214
Cash and short-term investments 1,162,183 (158,386) 1,003,797 0 1,003,797
Rent and other receivables 468,145 108,954 577,099 0 577,099
Other assets, net of applicable amortization: 0
Intangible related to property
management operations 0 2,249,575 2,249,575 0 2,249,575
Deferred costs 2,320,858 (1,385,000) 935,858 0 935,858
Prepaid expenses and other assets 80,484 475,337 555,821 1,024 556,845
Total assets $64,725,729 $23,240,480 $87,966,209 $8,872,179 $96,838,388
Liabilities and Shareholders' Equity
Mortgage and other notes payable $37,486,194 $13,782,081 $51,268,275 $8,750,000 $60,018,275
Notes payable to affiliates 0 7,056,300 7,056,300 0 7,056,300
Deferred acquisition costs payable 172,000 0 172,000 0 172,000
Accounts payable and accrued expenses 367,217 328,169 695,386 62,661 758,047
Escrowed security deposits and
deferred revenue 112,438 84,208 196,646 59,518 256,164
Total liabilities 38,137,849 21,250,758 59,388,607 8,872,179 68,260,786
Shareholders' equity:
Common stock 28,500 1,410 29,910 0 29,910
Additional paid-in capital 31,462,322 1,988,312 33,450,634 0 33,450,634
Dividends distributed in excess
of net income (4,902,942) 0 (4,902,942) 0 (4,902,942)
Total shareholders' equity 26,587,880 1,989,722 28,577,602 0 28,577,602
Total liabilities and
shareholders' equity $64,725,729 $23,240,480 $87,966,209 $8,872,179 $96,838,388
Notes:
(A) Effective October 1, 1994 the Company acquired by merger BT Venture Corporation ("BTVC"), This pro forma
adjustment is provided in order to present the financial position of the Company as if the acquisition
BTVC had occurred on September 30, 1994.
(B) Reflects the acquisition of Harris Hill Apartments together with related borrowings.
</TABLE>
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<PAGE>
BODDIE-NOELL PROPERTIES, INC.
PRO FORMA CONSOLIDATING STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
<TABLE>
<CAPTION>
BNP The Acquisition Pro forma
Historical Oakbrook BTVC Pro forma Harris Hill Consolidated
(A) (B)
<S> <C> <C> <C> <C> <C> <C>
Revenues
Restaurant rental income $3,793,685 $0 $0 $3,793,685 $0 $3,793,685
Apartment rental income 2,157,396 553,183 2,262,489 4,973,068 988,090 (C) 5,961,158
Management fees 0 0 597,337 597,337 0 597,337
Interest and other income 43,453 966 1,471 45,890 0 45,890
5,994,534 554,149 2,861,297 9,409,980 988,090 10,398,070
Expenses
Depreciation and amortization 1,036,268 106,096 582,000 1,724,364 177,525 (D) 1,901,889
Apartment operations 635,194 168,048 870,237 1,673,479 292,306 (C) 1,965,785
Property management fees 111,575 0 (111,575) 0 0 0
Administrative 316,125 0 792,858 1,108,983 0 1,108,983
Advisory fees 152,747 0 (152,747) 0 0 0
Interest 1,646,754 273,200 1,074,899 2,994,853 468,825 (E) 3,463,678
Write-off, deferred loan cost 109,489 0 0 109,489 0 109,489
4,008,152 547,344 3,055,672 7,611,168 938,656 8,549,824
Net income (loss) $1,986,382 $6,805 ($194,375)$1,798,812 $49,434 $1,848,246
Net income per share $0.70 $0.65
Weighted average number
of shares outstanding 2,850,000 (F) 2,860,119
Notes:
(A) On June 7, 1994 the Company acquired Oakbrook Apartments. This pro forma adjustment includes
the operations of Oakbrook from January 1, 1994 to June 6, 1994.
(B) Effective October 1, 1994 the Company acquired by merger BT Venture Corporation ("BTVC").
This pro forma adjustment reflects the revenues and expenses of the management operations and
Latitudes Apartments from January 1,1994 to September 30, 1994 and reflects the elimination of
property management fees and advisory fees expense.
(C) Reflects rental revenue and certain operating expenses (as defined) of Harris Hill Apartments for the
nine months ended September 30, 1994. See Item 7(a).
(D) Reflects depreciation and amortization expense on the total cost of Harris Hill Apartments.
(E) Reflects interest expense on borrowings used to finance the acquisition of Harris Hill Apartments.
(F) In conjunction with the acquisition of BTVC, and assuming an average price of $14.00 per share, the Company
would have issued 10,119 shares of common stock in April and July, respectively.
</TABLE>
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<PAGE>
BODDIE-NOELL PROPERTIES, INC.
PRO FORMA CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1993
(Unaudited)
<TABLE>
<CAPTION>
BNP
Paces The Acquisition Pro forma
Historical Commons Oakbrook BTVC Pro forma Harris Hill Consolidated
(A) (B) (C)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues
Restaurant rental income $5,165,432 $0 $0 $0 $5,165,432 $0 $5,165,432
Apartment rental income 1,244,803 905,206 1,247,436 2,853,019 6,250,464 1,213,308 (D) 7,463,772
Management fees 0 0 0 753,298 753,298 0 753,298
Interest and other income 15,617 0 0 2,471 18,088 0 18,088
6,425,852 905,206 1,247,436 3,608,788 12,187,282 1,213,308 13,400,590
Expenses
Depreciation and amortization 1,065,835 133,723 245,096 775,000 2,219,654 236,700 (E) 2,456,354
Apartment operations 360,447 297,553 384,216 934,958 1,977,174 375,607 (D) 2,352,781
Property management fees 55,964 0 0 (55,964) 0 0 0
Administrative 245,660 0 0 1,068,139 1,313,799 0 1,313,799
Advisory fees 200,829 10,151 0 (210,980) 0 0 0
Interest 1,441,666 338,571 631,000 1,189,390 3,600,627 625,100 (F) 4,225,727
Write-off, deferred
acquisition costs 600,000 0 0 0 600,000 0 600,000
3,970,401 779,998 1,260,312 3,700,543 9,711,254 1,237,407 10,948,661
Net income (loss) $2,455,451 $125,208 ($12,876) ($91,755) $2,476,028 ($24,099) $2,451,929
Net income per share $0.86 $0.86
Weighted average number
of shares outstanding 2,850,000 (G) 2,865,179
Notes:
(A) On June 8, 1993 the Company acquired Paces Commons Apartments. This pro forma adjustment includes
the operations of Paces Commons from January 1, 1993 to June 7, 1993.
(B) On June 7, 1994 the Company acquired Oakbrook Apartments. This pro forma adjustment reflects the
operations of Oakbrook Apartments as if the acquisition had been consummated on January 1, 1993.
(C) Effective October 1, 1994 the Company acquired by merger BT Venture Corporation ("BTVC").
This pro forma adjustment reflects the revenues and expenses of the management operations and
Latitudes Apartments and reflects the elimination of property management fees and advisory fees expense
as if the acquisition had been consummated on January 1, 1993.
(D) Reflects rental revenue and certain operating expenses (as defined) of Harris Hill Apartments for the year
ended December 31, 1993. See Item 7(a).
(E) Reflects depreciation and amortization expense on the total cost of Harris Hill Apartments.
(F) Reflects interest expense on borrowings used to finance the acquisition of Harris Hill Apartments.
(G) In conjunction with the acquisition of BTVC, and assuming an average price of $14.00 per share, the Company
would have issued 10,119 shares of common stock in April, July, and October, respectively.
</TABLE>
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