<PAGE>
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
Date of Report (Date of Earliest Event Reported) September 27, 1999
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N'TANDEM TRUST
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-21470 33-610944499
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6160 SOUTH SYRACUSE WAY, GREENWOOD VILLAGE, COLORADO 80111
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (303) 741-3707
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<PAGE>
Item 2: Acquisition or Disposition of Assets
------------------------------------
In its Current Report on Form 8-K, dated September 27, 1999, N'Tandem Trust
(the "Trust") announced the acquisition of the Aztec Village and Village Park
manufactured home communities (together, the "Acquired Properties"). Set forth
below are certain financial statements relating to the Acquired Properties and
pro forma financial information for the Trust.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Financial Statements:
Historical Summary of Revenues and Direct Operating Expenses for Aztec
Village Manufactured Home Community for the year ended December 31,
1998 (Audited) and for the six months
ended June 30, 1999 (Unaudited).
Historical Summary of Revenues and Direct Operating Expenses for
Village Park Manufactured Home Community for the year ended December
31, 1998 (Audited) and for the six months ended June 30, 1999
(Unaudited).
(b) Pro Forma Financial Information:
Pro Forma Condensed Statements of Operations of the Trust for the six
months ended June 30, 1999 and for the year ended December 31, 1998
(Unaudited).
Pro Forma Condensed Balance Sheet of the Trust as of June 30, 1999
(Unaudited).
(c) Exhibits
None
2
<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.
Dated: October 28, 1999 N'TANDEM TRUST
By: /s/ Gary P. McDaniel
-----------------------------------
Gary P. McDaniel
Trustee
3
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Trustees
N'Tandem Trust
We have audited the accompanying Historical Summary of Revenues and Direct
Operating Expenses (the "Historical Summary") of Aztec Village Manufactured Home
Community (the "Property") for the year ended December 31, 1998. The Historical
Summary is the responsibility of the Property's owners. Our responsibility is to
express an opinion on the Historical 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 Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by the owners, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission, as
described in Note 2, and is not intended to be a complete presentation of the
Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and direct operating expenses on the basis of
accounting described in Note 2 of the Property for the year ended December 31,
1998, in conformity with generally accepted accounting principles.
PricewaterhouseCoopers LLP
Denver, Colorado
October 1, 1999
4
<PAGE>
AZTEC VILLAGE MANUFACTURED HOME COMMUNITY
HISTORICAL SUMMARY OF REVENUES AND
DIRECT OPERATING EXPENSES
_______
<TABLE>
<CAPTION>
For the Six Months For the Year Ended
Ended June 30, 1999 December 31,1998
------------------- ------------------
(Unaudited)
<S> <C> <C>
Revenues:
Rental and utilities $342,400 $702,700
Other 3,900 5,000
-------- --------
346,300 707,700
-------- --------
Direct Operating Expenses:
On-site operating 29,900 73,300
Real estate taxes 16,300 32,900
Utilities 51,400 98,700
-------- --------
97,600 204,900
-------- --------
Revenues in excess of direct operating expenses $248,700 $502,800
======== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
5
<PAGE>
AZTEC VILLAGE MANUFACTURED HOME COMMUNITY
NOTES TO HISTORICAL SUMMARY OF REVENUES
AND DIRECT OPERATING EXPENSES
_______
1. BUSINESS:
--------
The Historical Summary of Revenues and Direct Operating Expenses includes
the operations of Aztec Village Manufactured Home Community. The property
is located in the state of New Mexico. The property was acquired by
N'Tandem Trust in September 1999 and includes 163 sites.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
BASIS OF PRESENTATION
The financial statement is not representative of the actual operations for
the year presented as certain expenses that may not be comparable to the
expenses expected to be incurred in the future operations of the acquired
property have been excluded in accordance with Rule 3-14 of Regulation S-X
of the Securities and Exchange Commission. Expenses excluded consist of
interest, depreciation, amortization, and other costs.
INTERIM UNAUDITED FINANCIAL INFORMATION
The accompanying interim unaudited Historical Summary of Revenues and Direct
Operating Expenses has been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission and was prepared on the same basis
as the Historical Summary of Revenues and Direct Operating Expenses for the
year ended December 31, 1998. In the opinion of the owner's, all material
adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of the information for this interim period have been
made. The excess of revenues over direct operating expenses for such
interim period is not necessarily indicative of the excess of revenues over
direct operating expenses for the full year.
REVENUE RECOGNITION
Rental income attributable to residential leases is recorded when earned
from tenants.
ESTIMATES
The preparation of the financial statement requires the owner's to make
estimates and assumptions. Actual results could differ from the estimates
included in the financial statement.
6
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Trustees
N'Tandem Trust
We have audited the accompanying Historical Summary of Revenues and Direct
Operating Expenses (the "Historical Summary") of Village Park Manufactured Home
Community (the "Property") for the year ended December 31, 1998. The Historical
Summary is the responsibility of the Property's owners. Our responsibility is to
express an opinion on the Historical 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 Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by the owners, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission, as
described in Note 2, and is not intended to be a complete presentation of the
Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and direct operating expenses on the basis of
accounting described in Note 2 of the Property for the year ended December 31,
1998, in conformity with generally accepted accounting principles.
PricewaterhouseCoopers LLP
Denver, Colorado
October 1, 1999
7
<PAGE>
VILLAGE PARK MANUFACTURED HOME COMMUNITY
HISTORICAL SUMMARY OF REVENUES
AND DIRECT OPERATING EXPENSES
_______
<TABLE>
<CAPTION>
For the Six Months For the Year Ended
Ended June 30, 1999 December 31, 1998
------------------- -------------------
(Unaudited)
<S> <C> <C>
Revenues:
Rental and utilities $355,400 $716,800
Other 5,600 12,900
-------- --------
361,000 729,700
-------- --------
Direct Operating Expenses:
On-site operating 34,700 93,400
Utilities 30,800 65,200
Real estate taxes 12,000 24,200
-------- --------
77,500 182,800
-------- --------
Revenues in excess of direct operating expenses $283,500 $546,900
======== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
8
<PAGE>
VILLAGE PARK MANUFACTURED HOME COMMUNITY
NOTES TO HISTORICAL SUMMARY OF REVENUES
AND DIRECT OPERATING EXPENSES
_______
1. BUSINESS:
--------
The Historical Summary of Revenues and Direct Operating Expenses includes
the operations of Village Park Manufactured Home Community. The property is
located in the state of New Mexico. The property was acquired by N'Tandem
Trust in September 1999 and includes 180 sites.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
BASIS OF PRESENTATION
The financial statement is not representative of the actual operations for
the year presented as certain expenses that may not be comparable to the
expenses expected to be incurred in the future operations of the acquired
property have been excluded in accordance with Rule 3-14 of Regulation S-X
of the Securities and Exchange Commission. Expenses excluded consist of
interest, depreciation, amortization, and other costs.
INTERIM UNAUDITED FINANCIAL INFORMATION
The accompanying interim unaudited Historical Summary of Revenues and
Direct Operating Expenses has been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission and was prepared on
the same basis as the Historical Summary of Revenues and Direct Operating
Expenses for the year ended December 31, 1998. In the opinion of the
owner's, all material adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the information for this
interim period have been made. The excess of revenues over direct operating
expenses for such interim period is not necessarily indicative of the
excess of revenues over direct operating expenses for the full year.
REVENUE RECOGNITION
Rental income attributable to residential leases is recorded when earned
from tenants.
ESTIMATES
The preparation of the financial statement requires the owner's to make
estimates and assumptions. Actual results could differ from the estimates
included in the financial statement.
9
<PAGE>
N' TANDEM TRUST
Pro Forma Condensed Statements of Operations
For the six months ended June 30, 1999 and the year ended December 31, 1998
The following unaudited pro forma condensed statements of operations have
been presented as if the acquisitions of the Aztec Village and Village Park
communities and the related financing had been completed as of January 1,
1998. The unaudited pro forma condensed statements of operations and
related notes should be read in conjunction with N' Tandem Trust's
("N' Tandem" or the "Trust") audited financial statements that are included
in the Trust's Annual Report on Form 10-KSB as filed with the Securities
and Exchange Commission (the "Commission"). The unaudited pro forma
condensed statements of operations are not necessarily indicative of what
actual results of operations of the Trust would have been had the
acquisitions occurred on January 1, 1998 nor does it represent the results
of operations of the Trust for future periods.
10
<PAGE>
N'TANDEM TRUST
Pro Forma Condensed Statement of Operations
For the Six Months Ended June 30,1999
(Unaudited)
<TABLE>
<CAPTION>
N'Tandem Aztec Village Village Park Pro Forma N'Tandem
Historical Acquisition Acquisition Adjustments Pro Forma
---------- ----------- ----------- ----------- ---------
(Note 1) (Note 2) (Note 2) (Note 3)
<S> <C> <C> <C> <C> <C>
Revenues:
Rent and utilities $ 1,594,000 $ 342,400 $ 355,400 $ 2,291,800
Equity losses on joint ventures
and limited partnerships (16,700) (16,700)
Interest 100 100
Other 76,700 3,900 5,600 86,200
----------------------------------------------------------------------------------------
1,654,100 346,300 361,000 2,361,400
----------------------------------------------------------------------------------------
Expenses:
Property operating 822,800 97,600 77,500 $ 45,700 e 1,043,600
Interest 692,600 188,800 a 1,186,300
296,400 b
8,500 c
Depreciation 379,300 263,700 d 643,000
Advisory fee 106,100 56,300 f 162,400
General and administrative:
Related parties 10,300 10,300
Other 35,000 35,000
----------------------------------------------------------------------------------------
2,046,100 97,600 77,500 859,400 3,080,600
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Net income (loss) $ (392,000) $ 248,700 $ 283,500 $ (859,400) $ (719,200)
========================================================================================
Preferred dividends paid (73,600) (73,600)
----------------------------------------------------------------------------------------
Net income (loss) attributable to
common shares $ (465,600) $ 248,700 $ 283,500 $ (859,400) $ (792,800)
========================================================================================
Basic and diluted loss per
common share $ (4.26) $ (7.25)
============= =============
Dividends per common share $ 0.75 $ 0.75
============= =============
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
11
<PAGE>
N'TANDEM TRUST
Pro Forma Condensed Statement of Operations
For the Year Ended December 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
N'Tandem Aztec Village Village Park Pro Forma N'Tandem
Historical Acquisition Acquisition Adjustments Pro Forma
---------- ----------- ----------- ----------- ---------
(Note 1) (Note 2) (Note 2) (Note 3)
<S> <C> <C> <C> <C> <C>
Revenues:
Rent and utilities $ 1,703,300 $ 702,700 $ 716,800 $ 3,122,800
Equity losses on joint ventures
and limited partnerships (27,800) (27,800)
Interest 1,500 1,500
Other 22,900 5,000 12,900 40,800
-------------------------------------------------------------------------------------
1,699,900 707,700 729,700 3,137,300
-------------------------------------------------------------------------------------
Expenses:
Property operating 822,700 204,900 182,800 $ 92,500 e 1,302,900
Interest 652,000 377,500 a 1,616,100
569,600 b
17,000 c
Depreciation 349,300 527,500 d 876,800
Advisory fee 147,100 112,500 f 259,600
General and administrative:
Related parties 28,800 28,800
Other 64,000 64,000
-------------------------------------------------------------------------------------
2,063,900 204,900 182,800 1,696,600 4,148,200
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Net income (loss) $ (364,000) $ 502,800 $ 546,900 $(1,696,600) $(1,010,900)
=====================================================================================
Preferred dividends paid (147,100) (147,100)
-------------------------------------------------------------------------------------
Net income (loss) attributable to
Common shares $ (511,100) $ 502,800 $ 546,900 $(1,696,600) $(1,158,000)
=====================================================================================
Basic and diluted loss per
Common share $ (4.88) $ (11.06)
=========== ===========
Dividends per common share $ 1.50 $ 1.50
=========== ===========
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
12
<PAGE>
N' TANDEM TRUST
Pro Forma Condensed Balance Sheet
As of June 30, 1999
The following unaudited pro forma condensed balance sheet has been presented as
if the acquisition of the Aztec Village and Village Park communities and the
related financing had been completed on June 30, 1999. The unaudited pro forma
condensed balance sheet should be read in conjunction with the Trust's Annual
Report on Form 10-KSB as filed with the Securities and Exchange Commission. The
unaudited pro forma condensed balance sheet is not necessarily indicative of
what the actual financial position of the Trust would have been had the
acquisitions occurred on June 30, 1999 nor does it represent the future
financial position of the Trust.
13
<PAGE>
N'TANDEM TRUST
Pro Forma Condensed Balance Sheet
As of June 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
Aztec Village
& Village
N'Tandem Park N'Tandem
Historical Acquisitions Pro Forma
--------------------------------------------------------
ASSETS (Note 1) (Note 4)
<S> <C> <C> <C>
Property held for investment:
Land $ 6,233,200 $ 1,057,200 $ 7,290,400
Buildings and improvements 21,391,200 10,549,000 31,940,200
Fixtures and equipment 163,000 163,000
--------------------------------------------------------
27,787,400 11,606,200 39,393,600
Less accumulated depreciation (1,393,300) (1,393,300)
--------------------------------------------------------
26,394,100 11,606,200 38,000,300
Investments in joint ventures and limited partnerships 5,512,400 5,512,400
Cash and cash equivalents 220,500 (100,000) 120,500
Deferred financing costs, net 85,100 67,900 153,000
Other assets 605,200 605,200
--------------------------------------------------------
Total Assets $ 32,817,300 $ 11,574,100 $ 44,391,400
========================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage note payable $ 2,050,000 $ 6,789,400 $ 8,839,400
Note payable to affiliate 25,130,200 4,314,400 29,444,600
Accounts payable 16,600 16,600
Accrued expenses 1,331,000 98,300 1,429,300
Tenant deposits and other liabilities 1,092,100 34,500 1,126,600
Due to Advisor and affiliates 1,131,600 337,500 1,469,100
--------------------------------------------------------
Total Liabilities 30,751,500 11,574,100 42,325,600
Shareholders' equity:
Preferred shares of beneficial interest, $.01 par
value;
500,000,000 shares authorized; 98,073 shares issued
and outstanding 2,121,700 2,121,700
Common shares of beneficial interest, $.01 par value,
100,000,000 shares authorized; 109,308 shares issued
and outstanding 2,401,400 2,401,400
Dividends in excess of accumulated earnings (2,457,300) (2,457,300)
--------------------------------------------------------
2,065,800 2,065,800
--------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 32,817,300 $ 11,574,100 $ 44,391,400
========================================================
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
14
<PAGE>
N'TANDEM TRUST
NOTES TO CONDENSED PRO FORMA FINANCIAL STATEMENTS
1. HISTORICAL FINANCIAL STATEMENTS:
The historical financial statements, which are included in the Trust's
Quarterly Report on Form 10-QSB and its Annual Report on Form 10-KSB as
filed with the Commission, include the accounts of the Trust as of and for
the six months ended June 30, 1999 and for the year ended December 31,
1998, respectively.
2. ACQUISITIONS - STATEMENTS OF OPERATIONS
The revenues and expenses of the Aztec Village and Village Park
acquisitions included in the Trust's condensed pro forma financial
statements for the six months ended June 30, 1999 and the year ended
December 31, 1998 reflect the historical summary of revenues and direct
operating expenses.
3. PRO FORMA ADJUSTMENTS - STATEMENTS OF OPERATIONS
The pro forma adjustments for the pro forma condensed statements of
operations are as follows:
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
June 30, December 31,
1999 1998
------------------- -------------------
<S> <C> <C>
a. Interest on $4,314,400 of indebtedness payable to Chateau
Communities, Inc., incurred at a weighted average rate of 8.75%
for the period beginning January 1, 1998 $ 188,800 $ 377,500
b. Interest on $6,789,400 of indebtedness payable to Anchor
National Life Insurance Company, incurred at a rate of 8.69%
for the period beginning January 1, 1998 $ 296,400 $ 569,600
c. Amortization of the costs associated with assuming the
indebtedness payable to Anchor National Life Insurance Company $ 8,500 $ 17,000
d. Depreciation of acquired properties based on an average 20
year life $ 263,700 $ 527,500
e. Adjustment for related party management fees, calculated as
5% of gross rental revenues and an annual overhead
reimbursement of $60 per site pursuant to the asset management
agreement with Chateau Communities, Inc. $ 45,700 $ 92,500
f. An advisory fee representing 1% of the total purchase price
of $11,250,000 payable to the Trust's advisor pursuant to the
N'Tandem advisory agreement $ 56,300 $ 112,500
</TABLE>
15
<PAGE>
4. ACQUISITIONS - BALANCE SHEET
Amounts presented reflect the acquisition of the Aztec Village and Village
Park communities. The acquisitions were financed through related party debt
of $4,314,400, the assumption of $6,789,400 of mortgage debt, and cash of
$100,000. As part of the acquisition, an acquisition fee of $337,500 is due
to N'Tandem's advisor and was capitalized as part of the purchase price as
of June 30, 1999.
16
