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 14, 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 27, 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 the Landsing Pacific Portfolio 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 the Landsing Pacific Portfolio 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 23, 1996
<PAGE>
Attachment A
The Landsing Pacific Portfolio
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 the Landsing Pacific
Portfolio (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 the Landsing Pacific
Portfolio for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.
San Francisco, California KPMG Peat Marwick LLP
November 10, 1995
<PAGE>
The Landsing Pacific Portfolio
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1994
Revenues:
Rental income $5,803,230
Common area reimbursement 1,434,574
Other 36,584
7,274,388
Operating expenses:
Real property tax 807,850
Repairs and maintenance 480,572
Utilities 207,768
Insurance 142,616
Administrative 76,101
Bad debts and other 13,734
1,728,641
Operating Income $5,545,747
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 the Landsing Pacific Portfolio,
comprising fourteen properties totalling 1,037,000 rentable square
feet located in Maplewood, Minnesota; Denver and Colorado Springs,
Colorado; South San Francisco and Fremont, California; and
Beaverton, Oregon.
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 $11,441.
B. Leases
Minimum future rental receipts as of December 31, 1994 are as
follows (in thousands):
1995 $ 5,470
1996 4,848
1997 3,754
1998 2,231
1999 1,026
Thereafter 238
$17,567
The minimum future rental payments shown above do not include
tenants' obligations of the Landsing Pacific Portfolio 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) $7,262,947
Operating expenses 1,728,641
Cash available from
operations 5,534,306
Depreciation expense 750,136
Taxable Income $4,784,170
(1) Excludes $11,441 which represents the excess of aggregate rental
income on a straight-line basis over contractual rents.
ATTACHMENT B
BEDFORD PROPERTY INVESTORS, INC.
Pro Forma Consolidated Balance Sheet
September 30, 1995
(Unaudited)
(in thousands, except per share data)
<TABLE>
<S>
<C> <C> <C> <C> <C> <C>
Acquisition of
Previously The Landsing
Consolidated Acquired Properties Pacific Pro Forma Consolidated
Historical Properties (1) Sold (2) Portfolio (3) Adjustment (4) Pro Forma
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 - 44,111 - 94,167
Retail buildings - - - 6,262 - 6,262
70,022 18,119 (8,321) 50,373 - 130,193
Less accumulated
depreciation 3,876 - (2,024) - - 1,852
66,146 18,119 (6,297) 50,373 - 128,341
Cash 15,562 (17,205) 6,337 (3,685) (141) 868
Other Assets 4,245 (650) (189) (250) 141 3,297
Total assets $ 85,953 $ 264 $ (149) $ 46,438 $ - $ 132,506
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Bank loan payable $ - $ - $ - $ 42,700 $ - $ 42,700
Accounts payable and
accrued expenses 1,620 103 (149) 407 - 1,981
Dividend payable 800 - - - - 800
Acquisition payable - - - 3,000 - 3,000
Other liabilities 1,101 161 - 331 - 1,593
Total liabilities 3,521 264 (149) 46,438 - 50,074
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 $ 264 $ (149) $ 46,438 $ - $132,506
</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>
<S> <C> <C> <C> <C> <C> <C>
Acquisition of
Previously the Landsing
Consolidated Acquired Properties Pacific Pro Forma Consolidated
Historical Properties(5) Sold(6) Portfolio (7) Adjustments Pro Forma
Property operations:
Rental income $8,052 $ 3,580 $(1,048) $ 5,455 $ (174) (8) $15,865
Rental expenses:
Operating expenses 2,077 381 (317) 690 (2) (8) 2,829
Real estate taxes 743 463 (141) 606 (10) (8) 1,661
Depreciation and
amortization 1,070 342 (223) 487 (6) (8) 1,670
Provision for loss on
real estate investment 630 - - - - 630
Income from property
operations 3,532 2,394 (367) 3,672 (156) 9,075
General and administrative
expense (1,018) - - - - (1,018)
Interest income 56 - - - - 56
Interest expense (1,309) - - - (1,852) (9) (3,161)
Income before loss on sales 1,261 2,394 (367) 3,672 (2,008) 4,952
Loss on sales of real estate
investments (12) - (205) - - (217)
Net income $1,249 $ 2,394 $ (572) $ 3,672 $(2,008) $ 4,735
Income applicable to
common stockholders $1,089 $ 2,394 $ (572) $ 3,672 $(5,223) (10) $ 1,360
Income per common and
common equivalent share $ 0.18 $ 0.39 $ (0.09) $ 0.59 $ (0.85) $ 0.22
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>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Acquisition
Properties of the Land-
Properties Previously Properties Properties sing Pacific Pro Forma Consol-
Consolidated Acquired Acquired Sold in Sold in Portfolio Adjust- idated
Historical in 1994 (11) in 1995 (12) 1994 (13) 1995 (14) (15) ments Pro Forma
Property operations:
Rental income $ 9,154 $2,066 $ 4,774 $ (11) $(1,430) $7,274 $(1,392) (11) $20,435
Rental expenses:
Operating expenses 2,408 533 508 (50) (395) 920 (253) (11) 3,671
Real estate taxes 916 376 619 (6) (188) 808 (169) (11) 2,356
Depreciation and
amortization 1,206 269 457 (13) (310) 650 (157) (11) 2,102
Income from property
operations 4,624 888 3,190 58 (537) 4,896 (813) 12,306
General and administra-
tive expense (1,309) - - - - - - (1,309)
Interest income 56 - - - - - - 56
Interest expense (955) - - - - - (2,974) (16) (3,929)
Income before gain
(loss) on sales 2,416 888 3,190 58 (537) 4,896 (3,787) 7,124
Gain (loss) on sale
of real estate
investments 1,193 - - (13) (1,122) - - 58
Net income $3,609 $ 888 $ 3,190 $ 45 $(1,659) $4,896 $(3,787) $7,182
Income applicable to
common stockholders $3,609 $ 888 $ 3,190 $ 45 $(1,659) $4,896 $(8,287) (17) $2,682
Income per common and
common equivalent
share $ 0.59 $ 0.14 $ 0.52 $0.01 $ (0.27) $ 0.80 $ (1.35) $ 0.44
Weighted average
number of
common and common
equivalent shares 6,147,664 6,147,664
</TABLE>
See accompanying notes.
Notes to Pro Forma Financial Statement
September 30, 1995
(1) The unaudited pro forma consolidated balance sheet reflects the
acquisitions of 6600 College Boulevard and 3002 Dow Business
Center as if such transactions had occurred on September 30,
1995. The Company acquired 6600 College Boulevard on October 6,
1995 and 3002 Dow Business Center on December 5, 1995.
The combining balance sheet for these acquisitions as of
September 30, 1995 is as follows:
6600 College 3002 Dow
Boulevard Business Center Total
Assets:
Real estate investments:
Office buildings $ 6,367 $ - $ 6,367
Industrial buildings - 11,752 11,752
Cash (6,148) (11,057) (17,205)
Other assets (100) (550) (650)
Total assets $ 119 $ 145 $ 264
Liabilities:
Accounts payable and
accrued expenses $ 103 $ - $ 103
Other liabilities 16 145 161
Total liabilities $ 119 $ 145 $ 264
Pro forma consolidated real estate investments as of September
30, 1995 include capitalized fees of $95 and $173 paid by the
Company to Bedford Acquisitions, Inc. in connection with the
Company's acquisitions of 6600 College Boulevard and 3002 Dow
Business Center, respectively.
(2) The unaudited pro forma consolidated balance sheet reflects the
sale of the IBM Building as if such 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 the Landsing Pacific Portfolio as if such
transaction had occurred on September 30, 1995. The Company
acquired the Landsing Pacific Portfolio on December 14, 1995.
Pro forma consolidated real estate investments as of September
30, 1995 include capitalized fees of $594 paid by the Company to
Bedford Acquisitions, Inc. in connection with the Company's
acquisition of the Landsing Pacific Portfolio.
(4) The unaudited pro forma consolidated balance sheet reflects
appraisal and legal costs incurred in connection with the
Company's $60 million credit facility (the "Credit Facility").
(5) 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, 6600
College Boulevard and 3002 Dow Business Center 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, 6600 College Boulevard on October 6, 1995,
and 3002 Dow Business Center on December 5, 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 3002 Previously
Plumeria Business Buildings College Dow Bus. Acquired
Drive Center 1 and 2 Blvd. Center Properties
Rental income $ 807 $ 261 $ 321 $ 713 $1,478 $3,580
Operating
expenses 18 53 34 76 200 381
Real estate
taxes 116 71 24 101 151 463
Depreciation and
amortization 89 27 36 66 124 342
Income from
property
operations $ 584 $ 110 $ 227 $ 470 $1,003 $2,394
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.
(6) 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 sales 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.
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
(7) The unaudited pro forma consolidated statement of operations
reflects the acquisition of the Landsing Pacific Portfolio as if
such transaction had occurred on January 1, 1995. The Company
acquired the Landsing Pacific Portfolio on December 14, 1995.
No proforma adjustment has been made to general and
administrative expenses as the amount pertaining to properties
acquired is not significant to the proforma presentation.
(8) 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.
(9) The pro forma consolidated interest expense consists of the
amortization of loan fees incurred for the restatement and
expansion of the Credit Facility and interest on $42,700 of
borrowings from the Credit Facility. The acquisitions of 350
East Plumeria Drive, Lackman Business Center, Ninety-Ninth Street
#1, Ninety-Ninth Street #2, 6600 College Boulevard and 3002 Dow
Business Center were financed by the cash proceeds from (i) the
$50 million sale of the Company's Series A Convertible Preferred
Stock (the "Preferred Stock") (after paying off the outstanding
balance under the Credit Facility of $22,400 and a letter-of-
credit of $600) and (ii) the sale of Cody Street Park, Building 6
and the IBM Building. The acquisition of the Landsing Pacific
Portfolio is financed with the remaining cash proceeds from the
sale of the Preferred Stock, borrowings of $42,700 from the
Credit Facility and issuance of a letter of credit of $3,000.
(10) 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.
(11) 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.
(12) 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, 6600
College Boulevard and 3002 Dow Business Center 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, 6600 College Boulevard on October 6, 1995,
and 3002 Dow Business Center on December 5, 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 6600 3002 Dow
Plumeria Business Buildings College Business
Drive Center 1 and 2 Blvd. Center Total
Rental income $1,076 $ 348 $ 428 $951 $1,971 $4,774
Operating
expenses 24 71 45 101 267 508
Real estate
taxes 155 94 33 135 202 619
Depreciation and
amortization 118 37 48 88 166 457
Income from
property
operations $ 779 $ 146 $ 302 $627 $1,336 $3,190
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.
(13) 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.
(14) 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
(15) The unaudited pro forma consolidated statement of operations
reflects the acquisition of the Landsing Pacific Portfolio as if
such transaction had occurred on January 1, 1994. The Company
acquired the Landsing Pacific Portfolio on December 14, 1995.
No proforma adjustment has been made to general and
administrative expenses as the amount pertaining to properties
acquired is not significant to the proforma presentation.
(16) The pro forma consolidated interest expense consists of the
interest on $42,700 of borrowings from the Credit Facility and
the amortization of loan fees incurred to secure the Credit
Facility. The acquisitions of 3002 Dow Business Center, 350 East
Plumeria Drive, Lackman Business Center, Ninety-Ninth Street #1,
Ninety-Ninth Street #2, 6600 College Boulevard, 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 the Preferred Stock (after paying off the outstanding
balance under the Credit Facility of $3,621 and a letter of
credit of $1,500) and (ii) the sale of Cody Street Park, Building
6, the IBM Building, and Texas Bank North. The acquisition of
the Landsing Pacific Portfolio was financed with the remaining
cash proceeds from the sale of the Preferred Stock, borrowings of
$42,700 from the Credit Facility and issuance of a letter of
credit of $3,000.
(17) 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.
