SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A - 2
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 1-12222 68-0306514
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
270 Lafayette Circle, Lafayette, California 94549
(Address of principal executive officer) (Zip Code)
Registrant telephone number, including area code: (510) 283-8910
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The undersigned Registrant hereby amends and supplements its
Report on Form 8-K/A, dated December 30, 1993, by adding the
following thereto:
Item 7. Financial Statements and Exhibits is supplemented by the
following:
Historical Summary of Gross Income and Direct Operating
Expenses for the Year Ended December 31, 1993 - Mariner Court.
Leases
Minimum future rental receipts are as follows (in thousands):
1995 $1,211
1996 792
1997 450
1998 125
1999 132
Thereafter 34
$2,744
The total minimum future rental payments shown above do not
include tenants' obligations for reimbursement of operating
expenses or taxes as provided by the terms of certain leases.
Historical Summary of Gross Income and Direct Operating
Expenses for the Year Ended December 31, 1993 - 1000 Town Center.
Leases
Minimum future rental receipts are as follows (in thousands):
1995 $ 976
1996 962
1997 837
1998 844
1999 852
Thereafter 853
$5,324
The total minimum future rental payments shown above do not
include tenants' obligations for reimbursement of operating
expenses or taxes as provided by the terms of certain leases.
Pro Forma Financial Information - Mariner Court
Pro Forma financial statements showing the effect
resulting from the January 5, 1994, acquisition of
Mariner Court are being presented herein in columnar
form. (See attachment.)
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: /S/ DONALD A. LORENZ
Donald A. Lorenz
Executive Vice President
and Chief Financial Officer
Date: November 8, 1995
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Bedford Property Investors, Inc.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 1993
(Unaudited)
(in thousands, except per share amounts)
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<CAPTION>
Previously
Acquired Acquisition
Consolidated Properties Properties of Mariner Pro Forma Pro Forma
Historical (1) Sold (2) Court (1) Adjustments Consolidated
<S> <C> <C> <C> <C> <C> <C>
Rental Income $7,207 $2,502 $(2,566) $1,738 $ (537) (3) $8,344
Operating Expenses 2,520 840 (1,204) 539 (143) (3) 2,552
Real Estate Taxes 840 342 (311) 132 (28) (3) 975
Depreciation and
Amortization 2,250 - (1,233) - 258 (3)(4) 1,275
Income from
Property Operations 1,597 1,320 182 1,067 (624) 3,542
General and Administrative
Expense (1,399) - - - - (1,399)
Interest Income 136 - - - - 136
Interest Expense (620) (240)(5) 827 (5) (493)(5) - (526)
Income from Joint Venture 2,533 - (2,533) - 2,533 (7) 2,533
Income (Loss) Before
Gains on Sales 2,247 1,080 (1,524) 574 1,909 4,286
Gains on Sales of Real
Estate Investments 900 - (900) - (333) (6) (333)
Net Income (Loss) $3,147 $1,080 $(2,424) $ 574 $1,576 $3,953
Income (Loss) Per
Common Share $0.53 $0.18 $(0.41) $0.10 $0.26 $0.66
(See accompanying notes)
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Bedford Property Investors, Inc.
Pro Forma Consolidated Balance Sheet
As of December 31, 1993
(Unaudited)
(in thousands)
Acquisition
of
Consolidated Mariner Pro Forma
Historical Court (8) Consolidated
Assets:
Real Estate Investments $ 41,225 $7,627 $48,852
Less Accumulated
Depreciation (5,263) - (5,263)
Real Estate Investments, Net 35,962 7,627 43,589
Cash 4,930 - 4,930
Other Assets 2,115 (250) 1,865
Total Assets $ 43,007 $7,377 $50,384
Liabilities:
Bank Loan Payable $ 3,621 $7,237 $10,858
Accounts Payable and
Accrued Expenses 1,465 - 1,465
Dividend Payable 418 - 418
Acquisition Payable 1,500 - 1,500
Other Liabilities 562 140 702
Total Liabilities 7,566 7,377 14,943
Stockholders' Equity:
Common Stock 60 - 60
Additional Paid-In Capital 107,147 - 107,147
Accumulated Losses and
Distributions in Excess of
Net Income (71,766) - (71,766)
Total Stockholders' Equity 35,441 - 35,441
Total Liabilities and
Stockholders' Equity $ 43,007 $7,377 $50,384
(See accompanying notes)
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Notes to Pro Forma Consolidated Financial Statements (dollars in
thousands)
(1) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of Mariner Court, 1000 Town Center
Drive, and Woodlands II and the sales of Point West Place,
University Tower, and the Edison Square partnerships as if such
transactions had occurred on January 1, 1993. The Company
acquired Mariner Court on January 5, 1994, 1000 Town Center
Drive on December 30, 1993, and Woodlands II on August 25, 1993,
and sold Point West Place on October 1, 1993, University Tower
on August 18, 1993, and the Edison Square partnerships on May
31, 1993. The actual results of operations of 1000 Town Center
Drive and Woodlands II for the period subsequent to acquisition,
which are included in the Company's historical consolidated
statement of operations, are eliminated by pro forma adjustments
to the Company's historical results of operations.
The combined historical statement of operations for the year
ended December 31, 1993, for these three acquired properties are
as follows:
Previously
1000 Town Woodlands Acquired Mariner
Center Drive II Properties Court
Rental Income $932 $1,570 $2,502 $1,738
Operating Expenses 423 417 840 539
Real Estate Taxes 207 135 342 132
Income from Property
Operations $302 $1,018 $1,320 $1,067
(2) The unaudited pro forma consolidated statement of operations
reflects the elimination of the actual results of operations of
Point West Place, University Tower, and the Edison Square
partnerships from January 1, 1993 through their respective dates of
sale.
(3) Adjusted to deduct the actual results of operations of 1000 Town
Center Drive and Woodlands II from the respective dates of
acquisitions by the Company (December 30, 1993 and August 25, 1993,
respectively) to December 31, 1993, which results of operations are
included in the Company's historical consolidated statement of
operations.
(4) Adjusted to reflect pro forma straight-line depreciation and
amortization for the year ended December 31, 1993, for the three
acquired properties as follows:
Pro Forma Depreciation
and Amortization
Mariner Court $ 98
1000 Town Center Drive 75
Woodlands II 132
Total $305
The above amounts consist of pro forma depreciation on the buildings
located at the properties for the year ended December 31, 1993.
Depreciation has been calculated utilizing the straight-line method
and an estimated useful life of 45 years.
(5) Reflects additional borrowings of $11,126 on January 1, 1993, under
the Credit Facility in conjunction with the acquisition of Mariner
Court and 1000 Town Center Drive at a weighted assumed borrowing
rate of 6.59%. The acquisition of Woodlands II was funded from the
sale proceeds of University Tower. These additional borrowings
resulted in additional pro forma interest expense of $733. An
increase in the interest rate of .125% would result in additional
interest of $14.
The proceeds from the sale of University Tower of $14,834 were
utilized to fund the acquisition of Woodlands II ($6,668) and to
repay amounts outstanding under the Credit Facility. The proceeds
from the sale of Point West Place of $6,964 were utilized to repay
mortgage loans of $5,113 and to repay amounts outstanding under the
Credit Facility. A pro forma adjustment has been calculated on the
mortgage loans at an interest rate of 9.2% and on the Credit
Facility at a weighted assumed borrowing rate of 6.59%, resulting in
an interest savings of $827.
(6) Adjusted to reflect the gain on the sales of Point West Place and
University Tower as of January 1, 1993; the actual dates of sale
were October 1, 1993, and August 18, 1993, respectively.
(7) Adjusted to reflect the gains on sale of the Edison Square
partnerships as of January 1, 1993; the actual date of sale was May
31, 1993.
(8) The unaudited pro forma consolidated balance sheet reflects the
acquisition of Mariner Court as of December 31, 1993. The Company
acquired Mariner Court on January 5, 1994.
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