<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) October 13, 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
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6160 SOUTH SYRACUSE WAY, GREENWOOD VILLAGE, COLORADO 80111
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(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 October 13, 1999, N'Tandem
Trust (the "Trust") announced the acquisition of the Sea Pines manufactured home
community (the "Acquired Property"). Set forth below are certain financial
statements relating to the Acquired Property 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 Sea Pines 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
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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: November 10, 1999 N'TANDEM TRUST
By: /s/ Gary P. McDaniel
--------------------
Gary P. McDaniel
Trustee
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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 Sea Pines 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 29, 1999
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SEA PINES 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 $268,200 $534,400
Other 8,500 9,700
-------- --------
276,700 544,100
-------- --------
Direct Operating Expenses:
On-site operating 151,100 292,800
Real estate taxes 8,100 16,300
Utilities 39,100 76,200
-------- --------
198,300 385,300
-------- --------
Revenues in excess of direct operating expenses $ 78,400 $158,800
======== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
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SEA PINES 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 Sea Pines Manufactured Home Community. The property is
located in the state of Alabama. The property was acquired by N'Tandem Trust
in September 1999 and includes 400 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.
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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 acquisition of the Sea Pines community 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.
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N'TANDEM TRUST
Pro Forma Condensed Statement of Operations
For the Six Months Ended June 30,1999
(Unaudited)
<TABLE>
<CAPTION>
N'Tandem Sea Pines Pro Forma N'Tandem
Historical Acquisition Adjustments Pro Forma
---------- ----------- ----------- ----------
(Note 1) (Note 2) (Note 3)
Revenues:
<S> <C> <C> <C> <C>
Rent and utilities $1,594,000 $ 268,200 $1,862,200
Equity losses on joint
ventures and limited
partnerships (16,700) (16,700)
Interest 100 100
Other 76,700 8,500 85,200
------------------------------------------------------------------
1,654,100 276,700 1,930,800
------------------------------------------------------------------
Expenses:
Property operating 822,800 198,300 $ 25,800 c 1,046,900
Interest 692,600 168,900 a 861,500
Depreciation 379,300 69,400 b 448,700
Advisory fee 106,100 20,200 d 126,300
General and administrative:
Related parties 10,300 10,300
Other 35,000 35,000
------------------------------------------------------------------
2,046,100 198,300 284,300 2,528,700
------------------------------------------------------------------
Net income (loss) $ (392,000) $ 78,400 $ (284,300) $ (597,900)
==================================================================
Preferred dividends paid (73,600) (73,600)
------------------------------------------------------------------
Net income (loss) attributable
to common shares $ (465,600) $ 78,400 $ (284,300) $ (671,500)
==================================================================
Basic and diluted loss per
common share $ (4.26) $ (6.14)
========== ==========
Dividends per common share $ 0.75 $ 0.75
========== ==========
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
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N'TANDEM TRUST
Pro Forma Condensed Statement of Operations
For the Year Ended December 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
N'Tandem Sea Pines Pro Forma N'Tandem
Historical Acquisition Adjustments Pro Forma
---------- ----------- ----------- ----------
(Note 1) (Note 2) (Note 3)
<S> <C> <C> <C> <C>
Revenues:
Rent and utilities $1,703,300 $ 534,400 $2,237,700
Equity losses on joint ventures
and limited partnerships (27,800) (27,800)
Interest 1,500 1,500
Other 22,900 9,700 32,600
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1,699,900 544,100 2,244,000
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Expenses:
Property operating 822,700 385,300 $ 51,200 c 1,259,200
Interest 652,000 337,800 a 989,800
Depreciation 349,300 138,800 b 488,100
Advisory fee 147,100 40,400 d 187,500
General and administrative:
Related parties 28,800 28,800
Other 64,000 64,000
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2,063,900 385,300 568,200 3,017,400
-------------------------------------------------------------------
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Net income (loss) $ (364,000) $ 158,800 $ (568,200) $ (773,400)
===================================================================
Preferred dividends paid (147,100) (147,100)
-------------------------------------------------------------------
Net income (loss) attributable to
Common shares $ (511,100) $ 158,800 $ (568,200) $ (920,500)
===================================================================
Basic and diluted loss per
Common share $ (4.88) $ (8.79)
========== ==========
Dividends per common share $ 1.50 $ 1.50
========== ==========
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
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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 Sea Pines community 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 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.
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N'TANDEM TRUST
Pro Forma Condensed Balance Sheet
As of June 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
N'Tandem Sea Pines N'Tandem
Historical Acquisitions Pro Forma
-----------------------------------------------------
ASSETS (Note 1) (Note 4)
Property held for investment:
<S> <C> <C> <C>
Land $ 6,233,200 $1,236,400 $ 7,469,600
Buildings and improvements 21,391,200 2,773,600 24,164,800
Fixtures and equipment 163,000 163,000
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27,787,400 4,010,000 31,797,400
Less accumulated depreciation (1,393,300) (1,393,300)
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26,394,100 4,010,000 30,404,100
Investments in joint ventures and limited partnerships 5,512,400 5,512,400
Cash and cash equivalents 220,500 (25,000) 195,500
Deferred financing costs, net 85,100 85,100
Other assets 605,200 605,200
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Total Assets $32,817,300 $3,985,000 $36,802,300
=====================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage note payable $ 2,050,000 $ 843,500 $ 2,893,500
Note payable to affiliate 25,130,200 3,016,600 28,146,800
Accounts payable 16,600 16,600
Accrued expenses 1,331,000 1,331,000
Tenant deposits and other liabilities 1,092,100 3,700 1,095,800
Due to Advisor and affiliates 1,131,600 121,200 1,252,800
-----------------------------------------------------
Total Liabilities 30,751,500 3,985,000 34,736,500
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 $3,985,000 $36,802,300
=====================================================
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
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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 Sea Pines community 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 $3,016,600 of indebtedness payable to
Chateau Communities, Inc., incurred at a weighted
average rate of 8.75% for the period beginning
January 1, 1998 and interest on $843,500 of
indebtedness payable to the seller, incurred at
a weighted average rate of 8.75% for the period
beginning January 1, 1998 $168,900 $337,800
b. Depreciation of acquired Property based on an
average 20 year life $ 69,400 $138,800
c. Adjustment for related party management fees,
calculated as 5% of gross revenues and an
annual overhead reimbursement of $60 per site
pursuant to the asset management agreement with
Chateau Communities, Inc. $ 25,800 $ 51,200
d. An advisory fee representing 1% of the total purchase
price of $4,040,000 payable to the Trust's advisor
pursuant to the N'Tandem advisory agreement $ 20,200 $ 40,400
</TABLE>
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4. ACQUISITIONS - BALANCE SHEET
Amounts presented reflect the acquisition of the Sea Pines community. The
acquisition was financed through related party debt of $3,016,600, the
issuance of a $1.1 million promissory note which was discounted to $843,500,
and cash of $25,000. As part of the acquisition, an acquisition fee of
$121,200 is due to N'Tandem's advisor and was capitalized as part of the
purchase price as of June 30, 1999.
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