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):
May 24, 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 supplements the following
items, financial statements, exhibits or other portions of its
Report on Form 8-K, dated May 24, 1994, as set forth in the
pages attached hereto:
Item 7. Financial Statement and Exhibits is supplemented by the
following:
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
In lieu of proforma financial statements, the following
narrative describes the proforma financial statement effects
resulting from the Registrant's acquisition of Dupont
Industrial Center.
Had this transaction taken place as of March 31, 1994,
certain proforma effects would have been reflected in the
balance sheet of the Registrant as of March 31, 1994.
Rental property would be increased in the amount of
$9,931,000, cash would be increased by $284,000, other
assets would be decreased in the amount of $164,000, bank
loan payable would be increased in the amount of $9,945,000
and tenant deposits and other liabilities would be increased
in the amount of $106,000.
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 year ended
December 31, 1993. Rent and other revenues would be
increased in the amount of $814,000; depreciation expense
would be increased in the amount of $141,000; and operating
expenses would be increased in the amount of $490,000. Net
income reported for that period would be increased by
$183,000.
Had this transaction taken place as of January 1, 1994,
certain proforma effects would have been reflected in the
statement of operations of the Registrant for the three
months ended March 31, 1994. Rent and other revenues would
be increased in the amount of $204,000; depreciation expense
would be increased in the amount of $35,000 and operating
expenses would be increased in the amount of $123,000. Net
income reported for that period would be increased by
$46,000.
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:___________________________
Dupont Industrial Center
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
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 Dupont
Industrial Center (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 Dupont
Industrial Center for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
San Francisco, California KPMG Peat
Marwick
May 26, 1994
1
Dupont Industrial Center
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1993
Revenues:
Rental income $693,786
Common area reimbursement 112,422
Other
8,165
814,373
Operating expenses:
Real property tax 278,864
Repairs and maintenance 106,778
Utilities 43,354
Insurance 32,538
Legal and accounting 6,103
Other
22,662
490,299
Operating Income
$324,074
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 Dupont Industrial Center, a
suburban industrial complex located in Ontario, California,
with approximately 452,000 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, the aggregate
contractual rentals exceeded rental income by $43,457.
2
Dupont Industrial Center
Estimated Taxable Operating Results and
Cash to be Made Available by Operations
Year Ended December 31, 1993
Revenues:
Rental income $737,333
Common area reimbursement 112,422
Other
8,165
857,920
Operating Expenses:
Real property tax 278,864
Repairs and maintenance 106,778
Utilities 43,354
Insurance 32,538
Administration 6,103
Other
22,622
490,299
Cash Available from Operations 367,621
Depreciation Expense
162,648
Taxable Income
$204,973
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.
