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): August 11, 1994
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 offices) (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 August 11, 1994, 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
Leases
Minimum future rental receipts are as follows (in thousands):
1995 $ 749
1996 797
1997 612
1998 308
1999 190
Thereafter 16
$2,672
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
Pro Forma financial statements showing the effect
resulting from the August 11, 1994, acquisition of
Milpitas Town Center 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 Balance Sheet
June 30, 1994 (Unaudited)
(in thousands, except share and per share data)
Acquisition
of
Acquisition Milpitas
Historical of Village Town Pro Forma
Consolidated Green (14) Center (14) Consolidated
ASSETS
Real estate investments:
Office buildings -
held for sale $ 8,904 $ 0 $ 0 $ 8,904
Office buildings -
held for investment 19,878 1,825 0 21,703
Industrial buildings 20,030 0 6,440 26,470
48,812 1,825 6,440 57,077
Less accumulated
depreciation 2,611 0 0 2,611
46,201 1,825 6,440 54,466
Cash 4,112 140 0 4,152
Other 2,100 (100) (118) 1,982
Total Assets $52,413 $1,865 $6,322 $60,600
LIABILITIES & STOCKHOLDERS' EQUITY
Bank loan payable 12,245 1,828 5,670 19,743
Accounts payable and
accrued expenses 743 0 0 743
Dividend payable 538 0 0 538
Acquisition payable 1,500 0 600 2,100
Other 804 37 52 893
Total liabilities 15,830 1,865 6,322 24,017
Stockholders' Equity:
Preferred stock, par value
$0.01 per share;
authorized 10,000,000
shares, issued none 0 0 0 0
Common stock, par value
$0.01 per share;
authorized 30,000,000
shares, issued and
outstanding 5,976,900
shares 60 0 0 60
Additional paid-in capital 107,151 0 0 107,151
Accumulated losses and
distributions in excess
of net income (70,628) 0 0 (70,628)
Total stockholders'
equity 36,583 0 0 36,583
Total Liabilities and
Stockholders' Equity $52,413 $1,865 $6,322 $60,600
(See accompanying notes.)
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BEDFORD PROPERTY INVESTORS, INC.
Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 1994
(Unaudited)
(in thousands, except per share amounts)
Previously Acquisition Pro Pro
Acquired of Milpitas Forma Forma
Historical Properties Property Town Center Adjust- Consoli-
Consolidated (1) Sold (2) (1) ments dated
Rental
Income $3,832 $572 $(33) $461 $(134)(3) $4,698
Operating
Expenses 1,067 149 (50) 117 (17)(3) 1,266
Real Estate
Taxes 423 152 (6) 36 (22)(3) 583
Depreciation and
Amortization 605 - (13) - 118 (3)(4) 710
Income from
Property
Operations 1,737 271 36 308 (213) 2,139
General and
Administrative
Expense (718) - - - - (718)
Interest
Income 36 - - - - 36
Interest
Expense (94) (344) (5) 22 (5) (208) (5) - (624)
Income (Loss)
Before Gains
on Sales 961 (73) 58 100 (213) 833
Gains on
Sales of
Real Estate
Investments 1,193 - - - (13) (6) 1,180
Net Income
(Loss) $2,154 $(73) $58 $100 $(226) $2,013
Income (Loss)
Per Common
and Common
Equivalent
Share $0.35 $(0.01) $0.01 $0.02 $(0.04) $0.33
(See accompanying notes)
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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)
<TABLE>
<CAPTION>
Previously Acquisition Pro Pro
Acquired of Milpitas Forma Forma
Consolidated Properties Properties Town Center Adjust- Consoli-
Historical (7) Sold (8) (7) ments dated
<S> <C> <C> <C> <C> <C> <C>
Rental Income $7,207 $5,384 $(4,245) $922 $(537)(9) $8,731
Operating Expenses 2,520 1,678 (1,882) 234 (143)(9) 2,407
Real Estate Taxes 840 777 (474) 73 (28)(9) 1,188
Depreciation and
Amortization 2,250 - (1,736) - 527 (9) 1,041
Income from (10)
Property
Operation 1,597 2,929 (153) 615 (893) 4,095
General and Administrative
Expense (1,399) - - - - (1,399)
Interest Income 136 - - - - 136
Interest Expense (620) (1,481) (11) 1,373 (11) (374) (11) - (1,102)
Income from
Joint Ventures 2,533 - (2,533) - 2,533 (13) 2,533
Income (Loss)
Before Gains
on Sales 2,247 1,448 (1,313) 241 1,640 4,263
Gains on Sales of Real
Estate Investments 900 - (900) - 152 (12) 152
Net Income (Loss) $3,147 $1,448 $(2,213) $241 $1,792 $4,415
Income (Loss) Per
Common Share: $0.53 $0.24 $(0.37) $0.04 $0.30 $0.74
(See accompanying notes)
Notes to Pro Forma Financial Statements (dollars in thousands)
(1) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of Dupont Industrial Center, Village Green
and Milpitas Town Center and the sale of Texas Bank North as if such
transactions had occurred on January 1, 1994. The Company acquired
Dupont Industrial Center on May 24, 1994, Village Green on July
7,1994, and Milpitas Town Center on August 11, 1994, and sold Texas
Bank North on January 14, 1994.
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 June 30, 1994 reasonably
approximates the pro forma results of operations for the six months
ended June 30, 1994.
The combined historical statement of operations for the six
months ended June 30, 1994, for these three acquired properties are as
follows:
Dupont Previously Milpitas
Village Industrial Acquired Town
Green Center Properties Center
Rental Income $165 $407 $572 $461
Operating Expenses 44 105 149 117
Real Estate Taxes 12 140 152 36
Income from
Property Operations $109 $162 $271 $308
(2) 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 January 14, 1994 (the date of
its sale by the Company).
(3) Adjusted to deduct the actual results of operations of Dupont
Industrial Center from the date of acquisition (May 24, 1994) to June
30,1994, which results of operations are included in the Company's
historical consolidated statement of operations.
(4) Adjusted to reflect pro forma straight-line depreciation for the
six months ended June 30, 1994. The pro forma adjustment of $135 was
calculated on the buildings located at the properties utilizing an
estimated useful life of 45 years.
(5) Adjusted to reflect borrowings of $17,019 on January 1, 1994, under
the Credit Facility in connection with the acquisition of Dupont Industrial
Center, Village Green and Milpitas Town Center at a weighted assumed
borrowing rate of 7.35%. These additional borrowings resulted in
additional pro forma interest expense of $552. An increase in the interest
rate of .125% would result in additional interest of $9.
The proceeds of the sale of the Texas Bank North property were utilized
to repay amounts outstanding under the Credit Facility. A pro forma
adjustment has been calculated at a weighted assumed borrowing rate of
7.35% for the period from January 1, 1994 through January 14, 1994 (the
date of its sale by the Company), resulting in an interest savings of $22.
(6) Adjusted to reflect the gain on the sale of Texas Bank North as
of January 1, 1994; the actual date of the sale was January 14, 1994.
(7) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of Milpitas Town Center, Village
Green, Dupont Industrial Center, Mariner Court, 1000 Town Center
Drive, and Woodlands II and the sales of Texas Bank North, Point
West Place, University Tower, and the Edison Square partnerships
as if such transactions had occurred on January 1, 1993. The
Company acquired Milpitas Town Center on August 11, 1994,
Village Green on July 7, 1994, Dupont Industrial Center on May
24, 1994, Mariner Court on January 5, 1994, 1000 Town Center
Drive on December 30, 1993, and Woodlands II on August 25, 1993,
and sold Texas Bank North on January 14, 1994, 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 six acquired properties are
as follows:
Dupont 1000
Indus- Town Wood- Previously Milpitas
Village trial Mariner Center lands Acquired Town
Green Center Court Drive II Properties Center
Rental
Income $330 $814 $1,738 $932 $1,570 $5,384 $922
Operating
Expenses 88 211 539 423 417 1,678 234
Real Estate
Taxes 24 279 132 207 135 777 73
Income from
Property
Operations $218 $324 $1,067 $302 $1,018 $2,929 $615
(8) The unaudited pro forma consolidated statement of operations reflects
the elimination of the actual results of operations of (a) Texas Bank
North from January 1, 1993 to December 31, 1993, and (b) Point West
Place, University Tower, and the Edison Square partnerships from
January 1, 1993 through their respective dates of sale.
(9) 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.
(10) Adjusted to reflect pro forma straight-line depreciation and
amortization for the year ended December 31, 1993, for the six
acquired properties as follows:
Pro Forma Depreciation
and Amortization
Milpitas Town Center $100
Village Green 28
Dupont Industrial Center 141
Mariner Court 98
1000 Town Center Drive 75
Woodlands II 132
Total $574
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.
(11) Reflects additional borrowings of $28,145 on January 1, 1993, under
the Credit Facility in conjunction with the acquisition of Milpitas
Town Center, Village Green, Dupont Industrial Center, 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 $1,855. An increase in the interest
rate of .125% would result in additional interest of $35.
The proceeds from the sale of University Tower of $14,834 were utilized
to fund the acquisition of Woodlands Tower 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. The proceeds from the sale of Texas Bank North of $8,289
were utilized 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
$1,373.
(12) Adjusted to reflect the gain on the sales of Texas Bank North, Point
West Place, and University Tower as of January 1, 1993; the actual
dates of sale were January 14, 1994, October 1, 1993, and August 18,
1993, respectively.
(13) 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.
(14) The unaudited pro forma balance sheet reflects the acquisitions of
Village Green and Milpitas Town Center as of June 30, 1994. The
Company acquired Village Green on July 7, 1994, and Milpitas Town
Center on August 11, 1994.
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