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): September 19, 1995
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 No.)
incorporation)
270 Lafayette Circle, Lafayette, California 94549
(Address of principal executive offices)
Registrant telephone number, including area code: (510) 283-8910
<PAGE>
The undersigned Registrant hereby amends its Report on Form 8-K,
filed October 2, 1995, as follows:
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits. The registrant hereby amends Item 7 by deleting
sub parts A and B in their entirety and replacing such
sections with:
(A) Financial Statements
Historical Summary of Gross Income and Direct Operating
Expenses of 350 East Plumeria Drive (the Compression Labs
Building) for the Year Ended December 31, 1994 (see
Attachment A).
(B) Pro forma Financial Information
Pro forma financial statements showing the effect resulting
from the acquisitions of 350 East Plumeria Drive and
Lackman Business Center on September 19, 1995, the
acquisition of Ninety-Ninth Street Buildings 1 and 2 on
September 20, 1995, and the sale of Cody Street Park,
Building 6 on September 20, 1995 are being presented herein
in columnar form (see Attachment B).
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, hereunto duly authorized.
BEDFORD PROPERTY INVESTORS, INC.
By: /s/ Donald A. Lorenz
Donald A. Lorenz
Executive Vice President and
Chief Financial Officer
Date: November 30, 1995
<PAGE>
Attachment A
350 East Plumeria Drive
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
Year Ended December 31, 1994
CONTENTS
Independent Auditors' Report 1
Historical Summary of Gross Income
and Direct Operating Expenses 2
Notes to Historical Summary of Gross Income
and Direct Operating Expenses 2-3
<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 350 East Plumeria Drive
(the Property) for the year ended December 31, 1994. The Summary is
the responsibility of management. 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 350 East Plumeria Drive
for the year ended December 31, 1994, in conformity with generally
accepted accounting principles.
San Francisco, California KPMG Peat Marwick LLP
October 11, 1995
<PAGE>
350 East Plumeria Drive
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1994
Revenues:
Rental Income $904,298
Common area reimbursement 170,864
Other 467
1,075,629
Operating expenses:
Real property tax 155,093
Repairs and maintenance 3,700
Insurance 15,771
Administrative 4,368
178,932
Operating Income $896,697
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 350 East Plumeria Drive, a suburban
industrial complex located in San Jose, California, with
approximately 142,620 rentable 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 new valuation for
purposes of determining future property tax assessments.
Rental income is recognized on a straight line basis over the term
of the related lease. For 1994, the aggregate rental income
exceeded contractual rentals by $83,773.
B. Leases
Minimum future rental receipts as of December 31, 1994 are as
follows (in thousands):
1995 $ 927
1996 1,113
1997 1,199
1998 1,284
1999 1,370
Thereafter 2,740
$8,633
The minimum future rental payments shown above do not include
obligations of 350 East Plumeria Drive's sole tenant under the
term of its lease for reimbursement of operating expenses,
insurance and real estate taxes.
C. Estimated Taxable Operating Results and Cash to be Made Available
by Operations (unaudited)
Pro forma cash available from operations and pro forma taxable
income for 1994 are shown below. 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.
Revenues (1) $991,856
Operating expenses 178,932
Cash available from operations 812,924
Depreciation expense 135,894
Taxable Income $677,030
(1) Excludes $83,773 which represents the excess of aggregate rental
income on a straight-line basis over contractual rents.
<PAGE>
Attachment B
BEDFORD PROPERTY INVESTORS, INC.
Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 1995 (Unaudited)
(in thousands, except per share amounts)
Consoli- Sale of Pro Forma Pro Forma
dated Properties Cody St. Adjust- Consoli-
Historical Acquired (1) Park (2) ments dated
Property operations:
Rental income: $8,052 $1,389 ($147) (174)(3) $9,120
Rental expenses:
Operating expenses 2,077 105 (14) (2)(3) 2,166
Real estate taxes 743 211 (24) (10)(3) 920
Depreciation and
amortization 1,070 152 (45) (6)(3) 1,171
Provision for loss on real
estate investment 630 - - - 630
Income from property
operations 3,532 921 (64) (156) 4,233
General and administrative
expense (1,018) - - - (1,018)
Interest income 56 - - - 56
Interest expense (1,309) - - 972 (4) (337)
Income before
loss on sales 1,261 921 (64) 816 2,934
Loss on sales of real estate
investments (12) - (49) - (61)
Net income $1,249 $921 ($113 $816 $2,873
Income (loss) applicable to
common stockholders $1,089 $921 ($113) $(2,399)(5) ($502)
Income (loss) per common
and common
equivalent share $0.18 $0.15 ($0.02) ($0.39) ($0.08)
See accompanying notes.
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 1994 (Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Consoli- Properties Properties Sale of
dated Previously Acquired Previously Cody St. Pro Forma Pro Forma
Historical Acquired (6) Properties (7) Sold (8) Park (9) Adjustments Consolidated
Property operations:
Rental income $9,154 $2,066 $1,852 ($11) ($206) ($1,392) (6) $11,463
Rental expenses:
Operating expenses 2,408 533 140 (50) (21) (253) (6) 2,757
Real estate taxes 916 376 282 (6) (33) (169) (6) 1,366
Depreciation and
amortization 1,206 269 203 (13) (60) (157) (6) 1,448
Income from property
operations 4,624 888 1,227 58 (92) (813) 5,892
General and administrative
expense (1,309) - - - - - (1,309)
Interest income 56 - - - - - 56
Interest expense (955) - - - - 450 (10) (505)
Income before gain (loss)
on sales 2,416 888 1,227 58 (92) (363) 4,134
Gain (loss) on sales of real
estate investments 1,193 - - (13) (112) - 1,068
Net income $3,609 $888 $1,227 $45 ($204) ($363) $5,202
Income (loss) applicable to
common stockholders $3,609 $888 $1,227 $45 ($204) ($4,863) (11) $ 702
Income per common and
common equivalent
share $0.59 $0.14 $0.20 $0.01 ($0.03) ($0.79) $0.12
</TABLE>
See accompanying notes.
Notes to Pro Forma Consolidated Statement of Operations
(1) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of 350 East Plumeria Drive, Lackman
Business Center and Ninety-Ninth Street Buildings 1 and 2 as if
such transactions had occurred on January 1, 1995. The Company
acquired 350 East Plumeria Drive and Lackman Business Center on
September 19, 1995, and Ninety-Ninth Street Buildings 1 and 2 on
September 20, 1995.
The combining historical statement of operations for the nine
months ended September 30, 1995 for the acquired properties is
as follows:
Ninety-
Ninth
350 East Lackman Street
Plumeria Business Buildings Acquired
Drive Center 1 and 2 Properties
Rental income $ 807 $ 261 $ 321 $1,389
Operating expenses 18 53 34 105
Real estate taxes 116 71 24 211
Depreciation and
amortization 89 27 36 152
Income from property
operations $ 584 $ 110 $ 227 $ 921
The above amounts include pro forma depreciation expense on the
buildings located at the properties for the nine months ended
September 30, 1995. Depreciation has been calculated utilizing
the straight-line method and an estimate useful life of 45
years.
(2) The unaudited pro forma consolidated statement of operations
reflects the elimination of the actual results of operations of
Cody Street Park, Building 6 from January 1, 1995 through
September 30, 1995 and the loss on the sale of this property as
if the sale had occurred on January 1, 1995. The Company sold
Cody Street Park, Building 6 on September 20, 1995. The
unaudited pro forma consolidated statement of operation does not
reflect the sale of the IBM Building which occurred on October
2, 1995.
(3) Adjusted to deduct the actual results of operations of 350 East
Plumeria Drive, Lackman Business Center and Ninety-Ninth Street
Buildings 1 and 2 from their respective dates of acquisitions to
September 30, 1995, which results of operations are included in
the Company's historical consolidated statement of operations.
350 East Plumeria Drive and Lackman Business Center were
acquired on September 19, 1995, and Ninety-Ninth Street
Buildings 1 and 2 were acquired on September 20, 1995.
(4) The pro forma consolidated interest expense consists of the
amortization of loan fees incurred for the restated and expanded
credit facility. The acquisitions of 350 East Plumeria Drive,
Lackman Business Center and Ninety-Ninth Street Buildings 1 and
2 are financed by the cash proceeds from (i) the sale of the
Series A Convertible Preferred Stock (the "Preferred Stock")
(after paying off the line of credit of $22,400 and a letter of
credit of $600) (see note 5) and (ii) the sale of Cody Street
Park, Building 6. As a result, for pro forma purposes, there is
no borrowing under the credit facility during the nine months
ended September 30, 1995.
(5) Reflects 9% dividends ($3,375) accrued to the preferred
stockholders less historical dividends accrued of $160. The
unaudited pro forma consolidated statement of operations
reflects the $50 million sale of Preferred Stock as if such
transaction had occurred on January 1, 1995. The sale of
Preferred Stock was completed on September 18, 1995. The pro
forma consolidated statement of operations has not been adjusted
to reflect any interest income from the unutilized proceeds of
the Preferred Stock offering. Such proceeds amount to $15,357.
(6) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of Milpitas Town Center, Village
Green, Dupont Industrial Center and Mariner Court as if such
transactions had occurred on January 1, 1994. The Company
acquired Milpitas Town Center on August 11, 1994, Village Green
on July 7, 1994, Dupont Industrial Center on May 24, 1994 and
Mariner Court on January 5, 1994. The actual results of
operations of Milpitas Town Center, Village Green and Dupont
Industrial Center for the periods 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. No pro forma
adjustments are included for Mariner Court, which was acquired
on January 5, 1994. The actual results of operations of this
property from January 5, 1994 to December 31, 1994 reasonably
approximate the pro forma results of operations for the year
ended December 31, 1994.
<PAGE>
The combining historical statement of operations for the year
ended December 31, 1994, for the following properties is:
Dupont Milpitas
Industrial Village Town
Center Green Center Total
Rental income $ 814 $ 330 $ 922 $2,066
Operating expenses 211 88 234 533
Real estate taxes 279 24 73 376
Depreciation and
amortization 141 28 100 269
Income from property
operations $ 183 $ 190 $ 515 $ 888
The above amounts include pro forma depreciation expense on the
buildings located at the properties for the year ended December
31, 1994. Depreciation has been calculated utilizing the
straight-line method and an estimate useful life of 45 years.
(7) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of 350 East Plumeria Drive, Lackman
Business Center and Ninety-Ninth Street Buildings 1 and 2 as if
such transactions had occurred on January 1, 1994. The Company
acquired 350 East Plumeria Drive and Lackman Business Center on
September 19, 1995, and Ninety-Ninth Street Buildings 1 and 2 on
September 20, 1995.
The combining historical statement of operations for the year
ended December 31, 1994 for these properties is as follows:
Ninety-
Ninth
350 East Lackman Street
Plumeria Business Buildings
Drive Center 1 and 2 Total
Rental income $1,076 $ 348 $ 428 $1,852
Operating expenses 24 71 45 140
Real estate taxes 155 94 33 282
Depreciation and
amortization 118 37 48 203
Income from property
operations $ 779 $ 146 $ 302 $1,227
The above amounts include pro forma depreciation expense on the
buildings located at the properties for the year ended December
31, 1994. Depreciation has been calculated utilizing the
straight-line method and an estimate useful life of 45 years.
(8) The unaudited pro forma consolidated statement of operations
reflects the elimination of the actual results of operations of
Texas Bank North from January 1, 1994 through the date of sale.
The statement also reflects the gain on the sale of this
property as if the sale had occurred on January 1, 1994. The
Company sold Texas Bank North on January 14, 1994.
(9) The unaudited pro forma consolidated statement of operations
reflects the elimination of the actual results of operation of
Cody Street Park, Building 6 from January 1, 1994 to December
31, 1994. The statement also reflects the loss on the sale of
the property as if the sale had occurred on January 1, 1994;
Cody Street Park, Building 6 was sold on September 20, 1995.
The unaudited pro forma consolidated statement of operation does
not reflect the sale of the IBM Building which occurred on
October 2, 1995.
(10) The pro forma consolidated interest expense consists of the
amortization of loan fees incurred for the restated and expanded
credit facility. The acquisitions of 350 East Plumeria Drive,
Lackman Business Center, Ninety-Ninth Street Buildings 1 and 2,
Milpitas Town Center, Village Green, Dupont Industrial Center
and Mariner Court are financed by the cash proceeds from (i) the
sale of Preferred Stock (after paying off the line of credit of
$3,621 and a letter of credit of $1,500) (see note 11) and (ii)
the sale of Cody Street Park, Building 6 and Texas Bank North.
As a result, for pro forma purposes, there is no borrowing
under the credit facility during the year ended December 31,
1994.
(11) Reflects 9% dividends ($4,500) accrued to the preferred
stockholders. The unaudited pro forma consolidated statement of
operations reflects the $50 million Preferred Stock sale as if
such transaction had occurred on January 1, 1994. The sale of
Preferred Stock was completed on September 18, 1995. The pro
forma consolidated statement of operations has not been adjusted
to reflect any interest income from the unutilized proceeds of
the Preferred Stock offering. Such proceeds amount to $18,761.
