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): October 6, 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 17, 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 6600 College Boulevard for the Years Ended
December 31, 1992, 1993 and 1994 (see Attachment A).
(B) Pro forma Financial Information
Pro forma financial statements showing the effect resulting
from the acquisition of 6600 College Boulevard 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: December 15, 1995
<PAGE>
Attachment A
6600 College Boulevard
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
Years Ended December 31, 1992, 1993 and 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 6600 College Boulevard
(the Property) for the years ended December 31, 1992, 1993 and 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 to comply with the requirements
of Form 8-K under the rules and regulations of the Securities and
Exchange Commission 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 6600 College Boulevard
for the years ended December 31, 1992, 1993 and 1994, in conformity
with generally accepted accounting principles.
San Francisco, California KPMG Peat Marwick LLP
December 8, 1995
<PAGE>
6600 College Boulevard
Historical Summary of Gross Income
and Direct Operating Expenses
Years Ended December 31, 1992, 1993 and 1994
Revenues:
1992 1993 1994
Rental Income $1,044,684 $768,204 $810,472
Common area reimbursement 169,498 148,349 137,015
Other 2,977 1,187 3,649
1,217,159 917,740 951,136
Operating expenses:
Real property tax 170,757 127,328 135,211
Repairs and maintenance 66,571 71,876 79,580
Utilities 4,549 9,891 10,243
Insurance 5,960 5,610 5,924
Legal and accounting 4,555 5,070 1,070
Bad debts and other 1,734 53,130 4,297
254,126 272,905 236,325
Operating Income $963,033 $644,835 $714,811
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 6600 College Boulevard, an office
complex located in Overland Park, Kansas, with approximately
79,316 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 1992 and 1994, the aggregate rental
income exceeded contractual rentals by $64,946 and $4,517,
respectively. For 1993, the aggregate contractual rental receipts
exceeded rental income by $37,081.
B. Leases
Minimum future rental receipts as of December 31, 1994 are as
follows (in thousands):
1995 $ 952
1996 938
1997 842
1998 749
1999 737
$4,218
The minimum future rental payments shown above do not include
tenants obligations 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 pay dividends in order to maintain its REIT status.
Dividends paid to the REIT shareholders are classified as return
of capital, dividend income or capital gains.
1992 1993 1994
Revenues (1) $1,152,213 $954,821 946,619
Operating expenses 254,126 272,905 236,325
Cash available from
operations 898,087 681,916 710,294
Depreciation expense 101,101 101,101 101,101
Taxable Income $796,986 $580,815 $609,193
(1) 1992 and 1994 revenues exclude the excess of aggregate rental
income on a straight-line basis over contractual rents of $64,946 and
$4,517, respectively. 1993 revenues include $37,081 which represents
the excess of the contractual rents over the aggregate rental income
on a straight-line basis.
<PAGE>
ATTACHMENT B
BEDFORD PROPERTY INVESTORS, INC.
Pro Forma Consolidated Balance Sheet
September 30, 1995
(Unaudited)
(in thousands, except per share amounts)
Acquisition of
Consolidated Properties 6600 College Pro forma
Historical Sold (2) Boulevard (1) Consolidated
ASSETS:
Real Estate Investments:
Office building
held for sale $8,321 (8,321) - -
Office buildings
held for investment 23,397 - 6,367 29,764
Industrial buildings 38,304 - - 38,304
70,022 (8,321) 6,367 68,068
Less accumulated
depreciation 3,876 (2,024) - 1,852
66,146 (6,297) 6,367 66,216
Cash 15,562 6,337 (6,148) 15,751
Other Assets 4,245 (189) (100) 3,956
Total assets $85,953 (149) 119 85,923
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and
accrued expenses 1,620 (149) 103 1,574
Dividend payable 800 - - 800
Other liabilities 1,101 - 16 1,117
Total liabilities 3,521 (149) 119 3,491
Redeemable preferred shares:
Series A convertible preferred
stock, par value $0.01 per
share: authorized, issued and
outstanding 8,333,334 shares
in 1995; aggregate redemption
amount $50,000; aggregate
liquidation preference
$52,500. 50,000 - - 50,000
Common stock and other
stockholders' equity:
Common stock, par value
$0.01 per share; authorized
30,000,000 shares, issued
and outstanding, 6,040,650
shares 60 - - 60
Additional paid-in capital 107,209 - - 107,209
Accumulated losses and
distributions in excess
of net income (74,837) - - (74,837)
Total common stock and other
stockholders' equity 82,432 - - 82,432
Total liabilities and
stockholders' equity $85,953 (149) 119 $85,923
See accompanying notes
<PAGE>
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)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Consoli- Previously Acquisition of
dated Acquired Properties 6600 College Pro Forma Consolidated
Historical Properties (3) Sold (5) Boulevard (4) Adjustments Pro Forma
Property operations:
Rental income $8,052 $1,389 ($1,048) $ 713 (174)(6) $8,932
Rental expenses:
Operating expenses 2,077 105 (317) 76 (2)(6) 1,939
Real estate taxes 743 211 (141) 101 (10)(6) 904
Depreciation and
amortization 1,070 152 (223) 66 (6)(6) 1,059
Provision for loss
on real estate
investment 630 - - - - 630
Income from property
operations 3,532 921 (367) 470 (156) 4,400
General and administrative
expense (1,018) - - - - (1,018)
Interest income 56 - - - - 56
Interest expense (1,309) - - - 972 (7) (337)
Income before loss
on sales 1,261 921 (367) 470 816 3,101
Loss on sales of real estate
investments (12) - (205) - - (217)
Net income $1,249 $921 ($572) $470 $816 $2,884
Income (loss) applicable to
common stockholders $1,089 $921 ($572) $470 ($2,399)(8) ($491)
Income (loss) per common
and common equivalent
share $0.18 $0.15 ($0.09) $0.07 ($0.39) ($0.08)
Weighted average number of
common and common
equivalent shares 6,142,760 6,142,760
</TABLE>
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> <C>
Properties Properties
Previously Previously Properties Acquisition of
Consolidated Acquired Acquired Previously Properties 6600 College Pro Forma Consolidated
Historical in 1994 (9) in 1995 (10) Sold (12) Sold (13) Boulevard (11) Adjustments Pro forma
Property operations:
Rental income $9,154 $2,066 $1,852 ($11) ($1,430) $951 ($1,392) (9) $11,190
Rental expenses:
Operating expenses 2,408 533 140 (50) (395) 101 (253) (9) 2,484
Real estate taxes 916 376 282 (6) (188) 135 (169) (9) 1,346
Depreciation and
amortization 1,206 269 203 (13) (310) 88 (157) (9) 1,286
Income from property
operations 4,624 888 1,227 58 (537) 627 (813) 6,074
General and
administrative
expense (1,309) - - - - - - (1,309)
Interest income 56 - - - - - - 56
Interest expense (955) - - - - - 450 (14) (505)
Income before gain
(loss) on sales 2,416 888 1,227 58 (537) 627 (363) 4,316
Gain (loss) on sale
of real estate
investments 1,193 - - (13) (1,122) - - 58
Net income $3,609 $888 $1,227 $45 ($1,659) $627 ($363) $4,374
Income (loss)
applicable to common
stockholders $3,609 $888 $1,227 $45 ($1,659) $627 ($4,863) (15) ($ 126)
Income (loss) per common
and common equivalent
share $0.59 $0.14 $0.20 $0.01 ($0.27) $0.10 ($0.79) ($0.02)
Weighted average number of
common and common
equivalent shares 6,147,664 6,147,664
</TABLE>
See accompanying notes.
Notes to Pro Forma Consolidated Statement of Operations
(1) The unaudited pro forma consolidated balance sheet reflects the
acquisition of 6600 College Boulevard as of September 30, 1995.
The Company acquired 6600 College Boulevard on October 6, 1995.
Pro forma consolidated real estate investments as of September
30, 1995 include capitalized fees of $95 paid by the Company to
Bedford Acquisitions, Inc. in connection with the Company's
acquisition of 6600 College Boulevard.
(2) Reflects the sale of the IBM Building on September 30, 1995.
The Company sold the IBM Building on October 2, 1995.
(3) 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 previously acquired
properties is as follows:
Ninety-
Ninth
350 East Lackman Street Previously
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 estimated useful life of 45
years.
(4) The unaudited pro forma consolidated statement of operations
reflects the acquisition of 6600 College Boulevard as if such
transaction had occurred on January 1, 1995. The Company
acquired 6600 College Boulevard on October 6, 1995.
(5) The unaudited pro forma consolidated statement of operations
reflects the elimination of the actual results of operations of
Cody Street Park, Building 6 and the IBM Building from January
1, 1995 through September 30, 1995 and the loss on the sale of
these properties as if the sale had occurred on January 1, 1995.
The Company sold Cody Street Park, Building 6 on September 20,
1995 and the IBM Building on October 2, 1995.
Cody Street Park IBM Properties
Building 6 Building Sold
Rental income $147 $901 $1,048
Rental expenses:
Operating expenses 14 303 317
Real estate taxes 24 117 141
Depreciation and
amortization 45 178 223
Provision for loss on
real estate
investment - 630 630
$64 ($327) $(263)
(6) 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.
(7) The pro forma consolidated interest expense consists of the
amortization of loan fees incurred for the restatement and
expansion of the Company's credit facility with Bank of America
NT&SA ("Credit Facility"). The acquisitions of 350 East
Plumeria Drive, Lackman Business Center, Ninety-Ninth Street
Buildings 1 and 2 and 6600 College Boulevard 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 8) and (ii) the sale of Cody Street Park, Building 6 and
the IBM Building. As a result, for pro forma purposes, there is
no borrowing under the Credit Facility during the nine months
ended September 30, 1995.
(8) Reflects 9% dividends ($3,375) accrued to the holders of the
Preferred Stock less accrued dividends reflected in the
historical column 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 approximately to $15,000.
(9) 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.
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 estimated useful life of 45 years.
(10) 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 estimated useful life of 45 years.
(11) The unaudited pro forma consolidated statement of operations
reflects the acquisition of 6600 College Boulevard as if such
transaction had occurred on January 1, 1994. The Company
acquired 6600 College Boulevard on October 6, 1995.
(12) 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.
(13) The unaudited pro forma consolidated statement of operations
reflects the elimination of the actual results of operation of
Cody Street Park, Building 6 and the IBM Building from January
1, 1994 to December 31, 1994. The statement also reflects the
loss on the sales of these properties as if the sales had
occurred on January 1, 1994; Cody Street Park, Building 6 was
sold on September 20, 1995 and the IBM Building was sold on
October 2, 1995.
Cody Street Park IBM Properties
Building 6 Building Sold
Rental income $206 $1,224 $1,430
Rental expenses:
Operating expenses 21 374 395
Real estate taxes 33 155 188
Depreciation and
amortization 60 250 310
$92 $445 $537
(14) The pro forma consolidated interest expense consists of the
amortization of loan fees incurred for the restatement and
expansion of the Credit Facility. The acquisitions of 350 East
Plumeria Drive, Lackman Business Center, Ninety-Ninth Street
Buildings 1 and 2, 6600 College Boulevard, 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 15) and (ii) the sale of
Cody Street Park, Building 6, the IBM Building, 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.
(15) Reflects 9% dividends ($4,500) accrued to the holders of
Preferred Stock. 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
approximately $15,000.
