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): December 5, 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 December 19, 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 3002 Dow Business Center 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 acquisition of 3002 Dow Business Center 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: February 15, 1996
<PAGE>
Attachment A
3002 Dow Business Center
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 3002 Dow Business
Center (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 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 3002 Dow Business Center
for the year ended December 31, 1994, in conformity with generally
accepted accounting principles.
San Francisco, California KPMG Peat Marwick LLP
January 26, 1996
<PAGE>
3002 Dow Business Center
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1994
Revenues:
Rental income $1,649,496
Common area reimbursement 312,421
Other 8,703
1,970,620
Operating expenses:
Real property tax 202,000
Repairs and maintenance 60,248
Utilities 21,921
Insurance 23,814
Administrative 87,429
Bad debts and other 73,438
468,850
Operating Income $1,501,770
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 3002 Dow Business Center, a five-
building industrial property located in Tustin, California, with
approximately 192,125 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 $21,097.
B. Leases
Minimum future rental receipts as of December 31, 1994 are as follows
(in thousands):
1995 $1,032
1996 643
1997 300
1998 132
1999 77
Thereafter 3
$2,187
The minimum future rental payments shown above do not include
tenants' obligations of 3002 Dow Business Center 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.
Revenues (1) $1,949,523
Operating expenses 468,850
Cash available from
operations 1,480,673
Depreciation expense 191,046
Taxable Income $1,289,627
(1) Excludes $21,097 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 Balance Sheet
September 30, 1995
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Acquisition
of 3002 Dow
Consolidated Acquired Properties Business Pro forma
Historical Properties(1) Sold (2) Center (3) 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 - - 11,752 50,056
70,022 6,367 (8,321) 11,752 79,820
Less accumulated
depreciation 3,876 - (2,024) - 1,852
66,146 6,367 (6,297) 11,752 77,968
Cash 15,562 (6,148) 6,337 (11,057) 4,694
Other assets 4,245 (100) (189) (550) 3,406
Total assets $85,953 $ 119 $ (149) $ 145 $ 86,068
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Accounts payable and
accrued expenses $ 1,620 $ 103 $ (149) $ - $ 1,574
Dividend payable 800 - - - 800
Other liabilities 1,101 16 - 145 1,262
Total liabilities 3,521 119 (149) 145 3,636
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 32,432 - - - 32,432
Total liabilities and
stockholders' equity $85,953 $ 119 ($149) $ 145 $86,068
</TABLE>
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>
Acquisition
Consoli- Previously of 3002 Consol-
dated Acquired Properties Dow Business ProForma idated
Historical Properties (4) Sold (5) Center (6) Adjustments Pro Forma
Property operations:
Rental income $8,052 $2,102 $(1,048) $1,478 $(174) (7) $10,410
Rental expenses:
Operating expenses 2,077 181 (317) 200 (2) (7) 2,139
Real estate taxes 743 312 (141) 151 (10) (7) 1,055
Depreciation and
amortization 1,070 218 (223) 124 (6) (7) 1,189
Provision for loss
on real estate
investment 630 - - - - 630
Income from property
operations 3,532 1,391 (367) 1,003 (156) 5,403
General and
administrative expense (1,018) - - - - (1,018)
Interest income 56 - - - - 56
Interest expense (1,309) - - - 972 (8) (337)
Income before
loss on sales 1,261 1,391 (367) 1,003 816 4,104
Loss on sales of
real estate investments (12) - (205) - - (217)
Net income $1,249 $1,391 $(572) $1,003 $816 $3,387
Income applicable to
common stockholders $1,089 $1,391 $(572) $1,003 $(2,399) (9) $512
Income per common and
common equivalent share $0.18 $0.22 $(0.09) $0.16 $(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 Properties Acquisition of
Previously Previously Previously Properties 3002 Dow Consol-
Consolidated Acquired Acquired Sold in Sold in Business Pro Forma idated
Historical in 1994(10) in 1995 (11) 1994 (12) 1995 (13) Center (14) Adjustments Pro Forma
Property operations:
Rental income $9,154 $2,066 $2,803 $(11) $(1,430) $1,971 ($1,392) (10) $13,161
Rental expenses:
Operating expenses 2,408 533 241 (50) (395) 267 (253) (10) 2,751
Real estate taxes 916 376 417 (6) (188) 202 (169) (10) 1,548
Depreciation and
amortization 1,206 269 291 (13) (310) 166 (157) (10) 1,452
Income from property
operations 4,624 888 1,854 58 (537) 1,336 (813) 7,410
General and administrative
expense (1,309) - - - - - - (1,309)
Interest income 56 - - - - - - 56
Interest expense (955) - - - - - 450 (15) (505)
Income before gain
(loss) on sales 2,416 888 1,854 58 (537) 1,336 (363) 5,652
Gain (loss) on sale
of real estate
investments 1,193 - - (13) (1,122) - - 58
Net income $3,609 $888 $1,854 $45 $(1,659) $1,336 $(363) $5,710
Income applicable to
common stockholders $3,609 $888 $1,854 $45 $(1,659) $1,336 $(4,863) (16) $1,210
Income per common and
common equivalent
share $0.59 $0.14 $ 0.30 $0.01 $(0.27) $0.22 $(0.79) $(0.20)
Weighted average
number of common
and common
equivalent shares 6,147,664 6,147,664
</TABLE>
See accompanying notes.
Notes to Pro Forma Consolidated Balance Sheet and Statement of Operations
September 30, 1995
(1) The unaudited pro forma consolidated balance sheet reflects the
acquisition of 6600 College Boulevard as if the transaction had occurred
on 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) The unaudited pro forma consolidated balance sheet reflects the sale
of the IBM Building as if the transaction had occurred on
September 30, 1995. The Company sold the IBM Building on October 2, 1995.
(3) The unaudited pro forma consolidated balance sheet reflects the
acquisition of 3002 Dow Business Center as if the transaction of the
building had occurred on September 30, 1995. The Company acquired
3002 Dow Business Center on December 5, 1995. Pro forma consolidated
real estate investments as of September 30, 1995 include capitalized
fees of $173 paid by the Company to Bedford Acquisitions, Inc. in
connection with the Company's acquisition of 3002 Dow Business Center.
(4) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of 350 East Plumeria Drive, Lackman
Business Center, Ninety-Ninth Street Buildings 1 and 2 and 6600
College Boulevard 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, Ninety-Ninth
Street Buildings 1 and 2 on September 20, 1995, and 6600 College
Boulevard on October 6, 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 6600 Previously
Plumeria Business Buildings College Acquired
Drive Center 1 and 2 Blvd. Properties
Rental income $ 807 $ 261 $ 321 $ 713 $2,102
Operating expenses 18 53 34 76 181
Real estate taxes 116 71 24 101 312
Depreciation and
amortization 89 27 36 66 218
Income from property
operations $ 584 $ 110 $ 227 $ 470 $1,391
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.
(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 such sales 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.
<PAGE>
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
Income from property
operations $64 $303 $367
(6) The unaudited pro forma consolidated statement of operations
reflects the acquisition of 3002 Dow Business Center as if such
transaction had occurred on January 1, 1995. The Company
acquired 3002 Dow Business Center on December 5, 1995.
(7) 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 acquisition 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.
(8) 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 ( the "Credit Facility"). The acquisitions of 350 East Plumeria
Drive, Lackman Business Center, Ninety-Ninth Street Buildings 1
and 2, 6600 College Boulevard and 3002 Dow Business Center were
financed by the cash proceeds from (i) the sales 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 9) 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.
(9) 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 to
approximately $4,000.
December 31, 1994
(10) 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.
(11) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of 350 East Plumeria Drive, Lackman
Business Center, Ninety-Ninth Street Buildings 1 and 2, and 6600
College Boulevard 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, Ninety-Ninth
Street Buildings 1 and 2 on September 20, 1995, and 6600 College
Boulevard on October 6, 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 6000
Plumeria Business Buildings College
Drive Center 1 and 2 Blvd. Total
Rental income $1,076 $ 348 $ 428 $ 951 $2,803
Operating expenses 24 71 45 101 241
Real estate taxes 155 94 33 135 417
Depreciation and
amortization 118 37 48 88 291
Income from property
operations $ 779 $ 146 $ 302 $ 627 $1,854
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.
(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
Income from property
operations $92 $445 $537
(14) The unaudited pro forma consolidated statement of operations reflects
the acquisition of 3002 Dow Business Center as if such transaction had
occurred on January 1, 1995. The Company acquired 3002 Dow Business
Center on December 5, 1995.
(15) 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,3002 Dow Business
Center, Milpitas Town Center, Village Green, Dupont Industrial
Center and Mariner Court are presented as if 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 16)
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.
(16) Reflects 9% dividends ($4,500) accrued to the holders of
Preferred Stock. The unaudited pro forma consolidated statement
of operations reflects the $50 million sale of the Preferred Stock 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 $14,000.
