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):
December 30, 1993
BEDFORD PROPERTY INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
Maryland 1-8822 68-
0306514
(State or other (Commission (I.R.S.
Employer
jurisdiction of File Number)
Identification No.)
incorporation)
3658 Mt. Diablo Blvd., Suite 210, Lafayette, California 94549
(Address of principal executive officer) (Zip
Code)
Registrant telephone number, including area code: (510) 283-8910
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Report on
Form 8-K, dated December 30, 1993, as set forth in the pages
attached hereto:
Item 7. Financial Statement and Exhibits is supplemented by
the following:
1000 Town Center Drive
Historical Summary of Gross Income and Direct
Operating Expenses for the Year Ended December 31,
1993 (see attachment)
Estimated Taxable Operating Results and Cash to be
Made Available by Operations for the Year Ended
December 31, 1993 (see attachment)
Proforma Financial Information (see below)
Mariner Court
Historical Summary of Gross Income and Direct
Operating Expenses for the Year Ended December 31,
1993 (see attachment)
Estimated Taxable Operating Results and Cash to be
Made Available by Operations for the Year Ended
December 31, 1993 (see attachment)
Proforma Financial Information (see below)
Proforma Financial Information - 1000 Town Center
Drive
In lieu of proforma financial statements, the following
narrative describes the proforma financial statement
effects resulting from the Registrant's acquisition of 1000
Town Center Drive.
Had this transaction taken place as of September 30,
1993, certain proforma effects would have been reflected
in the balance sheet of the Registrant as of September 30,
1993. Rental property would be recorded in the amount
of $5,171,000, cash would be reduced by $19,000, bank
loan payable would be recorded in the amount of
$3,621,000 and tenant deposits and other liabilities
would be recorded in the amount of $1,531,000.
Had this transaction taken place as of January 1, 1992,
certain proforma effects would have been reflected in the
statement of operations of the Registrant for the year ended
December 31, 1992. Rent and other revenues would be recorded
in the amount of $889,000; depreciation expense would be
recorded in the amount of $75,000; and operating expense
would be recorded in the amount of $630,000. Net loss reported
for that period would be decreased by $184,000.
Had this transaction taken place as of January 1, 1993,
certain proforma effects would have been reflected in the
statement of operations of the Registrant for the nine
months ended September 30, 1993. Rent and other
revenues would be recorded in the amount of $667,000;
depreciation expense would be recorded in the amount of
$57,000; and operating expenses would be recorded in
the amount of $472,000. Net income reported for that
period would be increased by $138,000.
Proforma Financial Information - Mariner Court
In lieu of proforma financial statements, the following
narrative describes the proforma financial statement
effects resulting from the Registrant's acquisition of
Mariner Court.
Had this transaction taken place as of September 30,
1993, certain proforma effects would have been reflected
in the balance sheet of the Registrant as of September 30,
1993. Rental property would be recorded in the amount of
$7,628,000, cash would be reduced by $48,000, bank
loan payable would be recorded in the amount of
$7,438,000 and tenant deposits and other liabilities would
be recorded in the amount of $142,000.
Had this transaction taken place as of January 1, 1992,
certain proforma effects would have been reflected in the
statement of operations of the Registrant for the year
ended December 31, 1992. Rent and other revenues
would be recorded in the amount of $2,030,000;
depreciation expense would be recorded in the amount of
$98,000; and operating expense would be recorded in the
amount of $671,000. Net loss reported for that period
would be decreased by $1,261,000.
Had this transaction taken place as of January 1, 1993,
certain proforma effects would have been reflected in the
statement of operations of the Registrant for the nine
months ended September 30, 1993. Rent and other
revenues would be recorded in the amount of $1,523,000;
depreciation expense would be recorded in the amount of
$74,000 and operating expenses would be recorded in the
amount of $503,000. Net income reported for that period
would be increased by $946,000.
SIGNATURE
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, thereto duly authorized.
BEDFORD
PROPERTY INVESTORS, INC.
By:______________________________________
Jay Spangenberg
Chief Financial
Officer
Date:___________________________
<PAGE>
1000 TOWN CENTER DRIVE
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
Year Ended December 31, 1993
CONTENTS
Independent Auditors Report 1
Historical Summary of Gross Income 2
and Direct Operating Expenses
Notes to Historical Summary of Gross Income
and Direct Operating Expenses 2
<PAGE>
Independent Auditors Report
The Board of Directors
Bedford Property Investors, Inc.:
We have audited the accompanying Historical Summary of Gross
Income and Direct Operating Expenses (the Summary) of 1000
Town Center Drive (the Property) for the year ended December
31, 1993. The Summary is the responsibility of the Property s
owner. Our responsibility is to express an opinion on the
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 Summary is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the Summary. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall Summary
presentation. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and
Exchange Commission (for inclusion in the current Report on
Form 8-K of Bedford Property Investors, Inc.) and excludes
certain expenses, described in note A, that would not be
comparable to those resulting from the proposed future operations
of the Property.
In our opinion, the Summary referred to above presents fairly, in
all material respects, the gross income and direct operating
expenses, exclusive of expenses described in note A, of 1000
Town Center Drive for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
KPMG Peat Marwick
February 18, 1994
San Francisco, California
1
1000 TOWN CENTER DRIVE
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1993
Revenues:
Rental income
$918,567
Common area reimbursement
12,168
Other
1,220
931,955
Operating expenses:
Real property tax
206,798
Repairs and maintenance
195,680
Utilities
144,430
Insurance
23,425
Legal and accounting
14,214
Other
45,012
629,559
Operating Income
$302,396
Notes to Historical Summary of Gross Income and Direct Operating
Expenses
A. Property and Basis of Accounting
The Historical Summary of Gross Income and Direct Operating Expenses has
been prepared in accordance with Rule 3-14 of Regulation S-X of the
Securities and Exchange Commission and relates to the operations of 1000
Town Center Drive, an office building located in Oxnard, California, with
approximately 110,000 rental square feet.
In accordance with Rule 3-14, direct operating expenses are presented
exclusive of depreciation, interest, management fees and income taxes as
these expenses would not be comparable to the proposed future operations of
the property.
The acquisition of the property may result in a new valuation for purposes of
determining future property tax assessments.
Rental income is recognized on a straight line basis over the terms of the
relate leases. For 1993, rental income exceeded the aggregate contractual
rentals by $42,814.
2
1000 Town Center Drive
Estimated Taxable Operating Results and
Cash to be Made Available by Operations
Year Ended December 31, 1993
Revenues:
Rental income
$875,753
Common area reimbursement
12,168
Other
1,220
889,141
Operating Expenses:
Real property tax
206,798
Repairs and maintenance
195,680
Utilities
144,430
Insurance
23,425
Legal and accounting
14,214
Other
45,012
629,559
Cash Available from Operations
259,582
Depreciation Expense
86,800
Taxable Income
$172,782
NOTE: Pro forma cash available from operations for 1993 (derived from
budget forecasts and actual amounts may vary) is shown above. Pro forma
taxable operating results are derived by deducting depreciation; however, as a
Real Estate Investment Trust (REIT), Bedford Property Investors, Inc. is not
subject to federal income tax if it qualifies under the Internal Revenue Code
( Code ) REIT provisions. That is, Bedford Property Investors, Inc. is not
subject to federal income tax if it distributes 95% of its taxable income and
otherwise complies with the provisions of the Code. Bedford Property Investors,
Inc. intends to make distributions in order to maintain its REIT status. These
dividends paid to the REIT shareholders are taxable to the shareholders upon
distribution.<PAGE>
Mariner Court
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
Year Ended December 31, 1993
CONTENTS
Independent Auditors Report 1
Historical Summary of Gross Income 2
and Direct Operating Expenses
Notes to Historical Summary of Gross Income
and Direct Operating Expenses 2
<PAGE>
Independent Auditors Report
The Board of Directors
Bedford Property Investors, Inc.:
We have audited the accompanying Historical Summary of Gross
Income and Direct Operating Expenses (the Summary) of
Mariner Court (the Property) for the year ended December 31,
1993. The Summary is the responsibility of the Property s
owner. Our responsibility is to express an opinion on the
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 Summary is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the Summary. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall Summary
presentation. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and
Exchange Commission (for inclusion in the current Report on
Form 8-K of Bedford Property Investors, Inc.) and excludes
certain expenses, described in note A, that would not be
comparable to those resulting from the proposed future operations
of the Property.
In our opinion, the Summary referred to above presents fairly, in
all material respects, the gross income and direct operating
expenses, exclusive of expenses described in note A, of Mariner
Court for the year ended December 31, 1993, in conformity with
generally accepted accounting principles.
KPMG Peat Marwick
February 18, 1994
San Francisco, California
1
Mariner Court
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1993
Revenues:
Rental income
$1,556,390
Common area reimbursement
145,068
Other
36,356
1,737,814
Operating expenses:
Real property tax
132,432
Repairs and maintenance
211,498
Utilities
255,482
Insurance
12,704
Legal and accounting
16,358
Other
42,526
671,000
Operating Income
$1,066,814
Notes to Historical Summary of Gross Income and Direct Operating
Expenses
A. Property and Basis of Accounting
The Historical Summary of Gross Income and Direct Operating Expenses has
been prepared in accordance with Rule 3-14 of Regulation S-X of the
Securities and Exchange Commission and relates to the operations of Mariner
Court, an office building located in Torrance, California, with approximately
106,000 rental square feet.
In accordance with Rule 3-14, direct operating expenses are presented
exclusive of depreciation, interest, management fees and income taxes as
these expenses would not be comparable to the proposed future operations of
the property.
The acquisition of the property may result in a new valuation for purposes of
determining future property tax assessments.
Rental income is recognized on a straight line basis over the terms of the
related leases. For 1993, rental income was less than the aggregate
contractual rentals by $292,373.
2
Mariner Court
Estimated Taxable Operating Results and
Cash to be Made Available by Operations
Year Ended December 31, 1993
Revenues:
Rental income
$1,848,763
Common area reimbursement
145,068
Other
36,356
2,030,187
Operating Expenses:
Real property tax
132,432
Repairs and maintenance
211,498
Utilities
255,482
Insurance
12,704
Legal and accounting
16,358
Other
42,526
671,000
Cash Available from Operations
1,359,187
Depreciation Expense
112,980
Taxable Income
$1,246,207
NOTE: Pro forma cash available from operations for 1993 (derived from
budget forecasts and actual amounts may vary) is shown above. Pro forma
taxable operating results are derived by deducting depreciation; however, as a
Real Estate Investment Trust (REIT), Bedford Property Investors, Inc. is not
subject to federal income tax if it qualifies under the Internal Revenue Code
( Code ) REIT provisions. That is, Bedford Property Investors, Inc. is not
subject to federal income tax if it distributes 95% of its taxable income and
otherwise complies with the provisions of the Code. Bedford Property Investors,
Inc. intends to make distributions in order to maintain its REIT status. These
dividends paid to the REIT shareholders are taxable to the shareholders upon
distribution.
