<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): August 31, 2000
---------------
N'TANDEM TRUST
--------------
(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
---------------
<PAGE>
On August 31, 2000, N'Tandem Trust, a California business trust (the "Trust"),
through its limited partnership subsidiary, N'Tandem Properties, L.P., acquired,
in two separate transactions, Hunter's Walk, a manufactured home community
containing 265 homesites located in Montgomery, Alabama, from the Hunter's Walk
Corporation, an Alabama corporation and Boulder Park, a manufactured home
community containing 216 homesites located in Pharr, Texas, through a merger
with Boulder Park LLC, a Texas limited liability company (collectively, the
"Acquired Properties"). The terms of each Purchase Agreement was determined
through arms-length negotiations between the respective seller and N'Tandem
Properties, L.P.
The purchase price for the Hunter's Walk community was $2,295,000 and was
funded through the Trust's $20 million acquisition line of credit with US Bank
N.A. (the "Credit Facility"). The Credit Facility bears interest at a rate equal
to LIBOR plus 100 basis points and has a two-year term, which expires in
November 2001. In conjunction with the purchase, the name of the community was
changed to Heritage Point.
On May 11, 1998, Boulder Park LLC, a related party, acquired the Boulder
Park community from BOBOB, L.L.C., in an arms-length transaction for $2,360,000.
The purchase price paid by the Trust for the Boulder Park community was
$2,380,000, which represented the purchase price paid for the community by
Boulder Park LLC plus the cost of all improvements to the community since May
11, 1998, and was funded through the Credit Facility. At the time the Boulder
Park community was acquired by Boulder Park LLC no financial information
relating to the community was available from, or provided to Boulder Park LLC,
by BOBOB, L.L.C. As such, only one year of an audited statement of revenue and
direct operating expenses has been presented.
In determining the purchase prices paid for the Acquired Properties, the
Trust considered, among other things, the historical and expected cash flow from
the Acquired Properties, the nature of the occupancy trends and terms of the
leases in place, current operating costs and taxes, the physical condition of
the Acquired Properties, the potential to increase cash flow of the Acquired
Properties and other factors. The Trust also considered the capitalization rates
of recently sold manufactured home communities in the same geographic areas as
the Acquired Properties. No independent appraisals were performed in connection
with the acquisition of the Acquired Properties.
In its Current Report on Form 8-K filed on September 12, 2000, the Trust
first announced the acquisition of 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
Hunter's Walk Manufactured Home Community for the year ended
December 31, 1999 (Audited) and for the six months ended June 30,
2000 (Unaudited).
Historical Summary of Revenues and Direct Operating Expenses for
Boulder Park Manufactured Home Community for the year ended
December 31, 1999 (Audited) and for the six months ended June 30,
2000 (Unaudited).
2
<PAGE>
(b) Pro Forma Financial Information:
Pro Forma Condensed Statements of Operations of the Trust for the
six months ended June 30, 2000 (Unaudited) and for the year ended
December 31, 1999 (Unaudited).
Pro Forma Condensed Balance Sheet of the Trust as of June 30,
2000 (Unaudited).
1.
(c) Exhibits:
None
3
<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.
N'TANDEM TRUST
Dated: November 3, 2000 By: /s/ Gary P. McDaniel
-------------------
Gary P. McDaniel
Trustee
4
<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 Hunter's Walk Manufactured Home
Community (the "Property") for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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,
1999, in conformity with accounting principles generally accepted in the United
States.
PricewaterhouseCoopers LLP
Denver, Colorado
September 21, 2000
5
<PAGE>
HUNTER'S WALK MANUFACTURED HOME COMMUNITY
HISTORICAL SUMMARY OF REVENUES
AND DIRECT OPERATING EXPENSES
<TABLE>
<CAPTION>
For the Six Months For the Year Ended
Ended June 30, 2000 December 31, 1999
------------------- ------------------
REVENUES (Unaudited)
--------
<S> <C> <C>
Rent and utilities $290,200 $531,700
Other 9,700 19,600
-------- --------
299,900 551,300
-------- --------
DIRECT OPERATING EXPENSES:
-------------------------
On-site operating 42,400 83,400
Utilities 63,900 129,300
Real estate taxes 6,700 13,400
-------- --------
113,000 226,100
-------- --------
Revenues in excess of direct operating expenses $186,900 $325,200
======== ========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
HUNTER'S WALK 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 Hunter's Walk Manufactured Home Community.
The property is located in the state of Alabama. The property was
acquired by N'Tandem Trust in August 2000 and includes 265 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, 1999. In the opinion
of the owners, 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 owners to make
estimates and assumptions. Actual results could differ from the
estimates included in the financial statement.
7
<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 Boulder Park Manufactured Home
Community (the "Property") for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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,
1999, in conformity with accounting principles generally accepted in the United
States.
PricewaterhouseCoopers LLP
Denver, Colorado
October 24 , 2000
8
<PAGE>
BOULDER 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, 2000 December 31, 1999
------------------- ------------------
REVENUES (Unaudited)
--------
<S> <C> <C>
Rent and utilities $192,800 $408,800
-------- --------
DIRECT OPERATING EXPENSES:
-------------------------
On-site operating 78,400 111,600
Utilities 26,800 61,200
Real estate taxes 12,500 29,000
-------- --------
117,700 201,800
-------- --------
Revenues in excess of direct operating expenses $ 75,100 $207,000
======== ========
</TABLE>
See accompanying notes to financial statements.
9
<PAGE>
BOULDER PARK MANUFACTURED HOME COMMUNITY
NOTES TO HISTORICAL SUMMARY OF REVENUES
AND DIRECT OPERATING EXPENSES
-------
2. BUSINESS:
--------
The Historical Summary of Revenues and Direct Operating Expenses
includes the operations of Boulder Park Manufactured Home Community. The
property is located in the state of Texas. The property was acquired by
N'Tandem T rust in August 2000 and includes 216 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, 1999. In the opinion
of the owners, 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 owners to make
estimates and assumptions. Actual results could differ from the
estimates included in the financial statement.
10
<PAGE>
N' TANDEM TRUST
Pro Forma Condensed Statements of Operations
For the six months ended June 30, 2000 and the year ended
December 31, 1999
The following unaudited pro forma condensed statements of operations
have been presented as if the acquisitions of the Hunter's Walk and
Boulder Park communities and the related financing had been completed as
of January 1, 1999. 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, 1999 nor
does it represent the results of operations of the Trust for future
periods.
11
<PAGE>
N'Tandem Trust
Pro Forma Condensed Statement of Operations
(unaudited)
For the Six Months Ended June 30, 2000
<TABLE>
<CAPTION>
N'Tandem Hunter's Walk Boulder Park Pro Forma N'Tandem
Historical Historical Historical Adjustments Pro Forma
-------------------------------------------------------------------------------
(Note 1) (Note 1) (Note 1) (Note 2)
<S> <C> <C> <C> <C> <C>
REVENUES
--------
Rent and utilities $ 3,835,100 $ 290,200 $ 192,800 $ 4,318,100
Equity in earnings (losses) of joint
ventures and limited partnerships (6,800) (6,800)
Other 119,800 9,700 129,500
-------------------------------------------------------------------------------
3,948,100 299,900 192,800 0 4,440,800
COSTS AND EXPENSES
------------------
Property operating expenses 1,736,400 113,000 117,700 $ 24,600 d 1,991,700
Interest 2,573,700 187,200 a 2,760,900
Advisory Fee 306,600 23,400 c 330,000
Depreciation 1,082,300 85,300 b 1,167,600
General and administrative 69,200 69,200
-------------------------------------------------------------------------------
5,768,200 113,000 117,700 320,500 6,319,400
-------------------------------------------------------------------------------
Net income (loss) $(1,820,100) $ 186,900 $ 75,100 $(320,500) $(1,878,600)
===============================================================================
Preferred Dividends Paid (73,600) (73,600)
=========== ===========
Net income (loss) attributable to common
shares $(1,893,700) $ 186,900 $ 75,100 $(320,500) $(1,952,200)
===============================================================================
Basic and diluted loss per common share $ (17.32) $ (17.86)
=========== ==========
</TABLE>
The accompanying notes are an integral part of the pro forma
condensed financial statements.
12
<PAGE>
<TABLE>
<CAPTION>
N'Tandem Trust
Pro Forma Condensed Statement of Operations
(Unaudited)
For the Year Ended December 31, 1999
N'Tandem Hunter's Walk Boulder Park Pro forma N'Tandem
Historical Historical Historical Adjustments Pro Forma
--------------------------------------------------------------------------------
(Note 1) (Note 1) (Note 1) (Note 2) (Note 3)
<S> <C> <C> <C> <C> <C>
REVENUES
--------
Rent and utilities $ 4,615,100 $ 531,700 $ 408,800 $ 5,555,600
Equity in earnings (losses) of joint
ventures and limited partnerships (52,200) (52,200)
Other 197,800 19,600 217,400
--------------------------------------------------------------------------------
4,760,700 551,300 408,800 0 5,720,800
COSTS AND EXPENSES
------------------
Property operating expenses 2,209,300 226,100 201,800 $ 48,000 d 2,685,200
Interest 2,534,700 374,400 a 2,909,100
Advisory Fee 346,700 46,800 c 393,500
Depreciation 1,230,400 170,600 b 1,401,000
General and administrative:
Related parties 14,100 14,100
Other 232,800 232,800
--------------------------------------------------------------------------------
6,568,000 226,100 201,800 639,800 7,635,700
--------------------------------------------------------------------------------
Net income (loss) $ (1,807,300) $ 325,200 $ 207,000 $ (639,800) $ (1,914,900)
================================================================================
Preferred Dividends Paid (147,100) (147,100)
============ =============
Net income (loss) attributable to
common shares $ (1,954,400) $ 325,200 $ 207,000 $ (639,800) $ (2,062,000)
================================================================================
Basic and diluted loss per common share $ (17.88) $ (18.86)
============ =============
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
13
<PAGE>
N' TANDEM TRUST
Pro Forma Condensed Balance Sheet
As of June 30, 2000
The following unaudited pro forma condensed balance sheet has been presented as
if the acquisitions of the Hunter's Walk and Boulder Park communities and the
related financing had been completed on June 30, 2000. 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, 2000 nor does it represent the future
financial position of the Trust.
14
<PAGE>
<TABLE>
<CAPTION>
N'Tandem Trust
Pro Forma Condensed Balance Sheet
(Unaudited)
As of June 30, 2000
-------------------
N'Tandem Hunter's Walk Boulder Park N'Tandem
Historical Acquisition Acquisition Pro Forma
-----------------------------------------------------------------------
(Note 1) (Note 1) (Note 1)
<S> <C> <C> <C> <C>
ASSETS
------
Property held for investment, net $ 58,890,500 $ 2,445,500 $ 2,456,400 $ 63,792,400
Investments in joint ventures
and limited partnerships 10,902,000 10,902,000
Cash and cash equivalents 1,413,100 1,413,100
Restricted cash 788,500 788,500
Deferred financing costs, net 1,187,300 1,187,300
Other assets 880,100 (25,000) 855,100
-----------------------------------------------------------------------
Total assets $ 74,061,500 $ 2,420,500 $ 2,456,400 $ 78,938,400
=======================================================================
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable $ 39,221,600 $ 39,221,600
Line of credit 9,593,500 $ 2,305,600 $ 2,380,000 14,279,100
Note payable to Chateau Communities,
Inc. 19,972,400 19,972,400
Accounts payable 63,000 63,000
Accrued expenses 2,251,300 17,500 5,000 2,273,800
Other liabilities 1,883,400 28,500 1,911,900
Due to general partner and affiliates 2,557,300 68,900 71,400 2,697,600
-----------------------------------------------------------------------
Total liabilities 75,542,500 2,420,500 2,456,400 80,419,400
-----------------------------------------------------------------------
Shareholders' Equity:
Preferred shares of beneficial
interest,
$0.01 par value; unlimited
Shares authorized;
98,073 shares issued and
outstanding 2,121,700 2,121,700
Common shares of beneficial interest,
$0.01 par value; unlimited
Shares authorized;
109,308 shares issued and
outstanding 2,401,400 2,401,400
Dividends in excess of accumulated
earnings (6,004,100) (6,004,100)
-----------------------------------------------------------------------
Total Equity (1,481,000) 0 0 (1,481,000)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Total Liabilities and Equity $ 74,061,500 $ 2,420,500 $ 2,456,400 $ 78,938,400
=======================================================================
</TABLE>
The accompanying notes are an integral part of the pro forma condensed
financial statements.
15
<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
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, 2000 and the year ended December 31, 1999,
respectively.
2. 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, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
a. To adjust interest on $4,685,600 of indebtedness drawn on the
Trust's line of credit, incurred at a weighted average rate of
7.99% for the period beginning January 1, 1999 $ 187,200 $ 374,400
b. To adjust depreciation of acquired properties based on an
average 20 year life $ 85,300 $ 170,600
c. An advisory fee representing 1% of the gross purchase price of
$4,675,000 payable to the Trust's advisor pursuant to the
N'Tandem advisory agreement $ 23,400 $ 46,800
d. Adjustment for related party management fees, calculated as 5%
of gross rental revenues pursuant to the asset management
agreement with Chateau Communities, Inc. $ 24,600 $ 48,000
</TABLE>
3. PRO FORMA ADJUSTMENTS - BALANCE SHEET
a. Reflects the acquisition of the Hunter's Walk and Boulder Park
(together, the "Acquired Properties"). The aggregate purchase price
of $4,675,000 was funded by the Trust's line of credit. In
accordance with the advisory agreement, the Trust will pay the
Windsor Corporation an acquisition fee equal to 3% of the aggregate
purchase price, which amounts to $140,300, and such amount has been
included in property held for investment in the accompanying
proforma condensed balance sheet.
16
