<PAGE> 1
SECURITIES AND EXCHANGE COMMISION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 1 to Form 8-K
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 4, 1997
LEXINGTON CORPORATE PROPERTIES, INC.
(Exact Name of Registrant as specified in its charter)
Maryland 1-12386 13-3717318
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
355 Lexington Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 692-7260
Not Applicable
(Former name or former address, if changed since last report)
<PAGE> 2
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(a) Financial statements of properties acquired.
In accordance with Rule 3-14 of Regulation S-X, the Registrant is not
required to file financial statements for the acquisition of the
FirstPlus Property since the Registrant entered into a new lease with
the tenant upon acquisition.
(b) Pro forma financial information.
The following unaudited pro forma consolidated financial statements of
the Registrant for the year ended December 31, 1996 and as of and for
the nine months ended September 30, 1997 have been prepared from the
historical consolidated financial statements of the Registrant for the
year ended December 31, 1996 and for the nine months ended September
30, 1997, as adjusted to give effect to the following pro forma
adjustments: (i) acquisitions consummated since January 1, 1997
(including the acquisition of the FirstPlus Property on September 4,
1997); (ii) the pending acquisition of Corporate Realty Income Trust I
("CRIT"); (iii) the refinancing on May 30, 1997 of the property in Salt
Lake City leased to Northwest Pipeline Corporation (the "Salt Lake City
Property") (the "Salt Lake City Refinancing"); (iv) the issuance and
sale of a total of 1,325,000 shares of Convertible Preferred Stock and
the application of the net proceeds therefrom; (v) the disposition of
the Ross Stores Newark Property as a result of pending litigation with
Ross Stores (the "Ross Stores Litigation"); (vi) the sale of the
Stratus Property on September 2, 1997; (vii) the June Common Stock
Offering and an additional common stock offering completed in November
1997 (the "November Offering") and the application of the proceeds
therefrom; and (viii) acquisitions consummated in 1996, as such pro
forma financial statements relate to 1996 (collectively, the "Pro Forma
Adjustments"). The accompanying pro forma statements of income for the
year ended December 31, 1996 and the nine months ended September 30,
1997 have been prepared as if the Pro Forma Adjustments had been
consummated January 1, 1996 and were carried forward through September
30, 1997. The acquisition of the FirstPlus Property, for which this
Form 8-K is being filed, is already reflected in the September 30, 1997
balance sheet of the Registrant, as filed in its Form 10-Q. Therefore,
no pro forma balance sheet is presented. The unaudited pro forma
financial statements do not purport to be indicative of what the
results of the Registrant would have been had the transactions been
completed on the dates assumed, nor are such financial statements
necessarily indicative of the results of operations of the Registrant
that may exist in the future. The unaudited pro forma financial
statements must be read in conjunction with the notes thereto and with
the historical consolidated financial statements of the Registrant.
<PAGE> 3
Unaudited Pro Forma Consolidated Statement of Income
(For the year ended December 31, 1996)
(all amounts in thousands, except per share data)
<TABLE>
<CAPTION>
FirstPlus
Company Property Other
Historical Acquisition(1) Adjustments (2) Pro Forma
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues:
Rental $31,244 $ 3,544 $13,180 $47,968
Interest and other 431 -- 39 470
------- ------- ------- -------
Total revenues 31,675 3,544 13,219 48,438
------- ------- ------- -------
Expenses:
Interest expense 12,818 1,653 626 15,097
Depreciation 7,627 779 3,327 11,733
Amortization of deferred expenses 619 -- 31 650
Property operating expenses 686 -- -- 686
General and administrative expenses 3,125 -- -- 3,125
Other expenses 644 -- -- 644
------- ------- ------- -------
Total Expenses 25,519 2,432 3,984 31,935
------- ------- ------- -------
Income before minority interests 6,156 1,112 9,235 16,503
Minority interests 690 234(3) 900(3) 1,824
------- ------- ------- -------
Income from continuing operations
(before gain on sale of properties and
extraordinary items) (4) $ 5,466 $ 878 $ 8,335 $14,679
======= ======= ======= =======
Per share data: (5)
Income from continuing operations
Primary $ 0.58 $ -- $-- $ 0.78
Fully diluted 0.58 -- -- 0.77
Weighted average common shares outstanding
Primary 9,393 -- 7,437 16,830
Fully diluted 9,393 -- 10,062 19,455
</TABLE>
<PAGE> 4
Notes to the Unaudited Pro Forma Consolidated Statement of Income
(For the year ended December 31, 1996)
(in thousands, except share and per share data)
Rental revenue in these pro forma financial statements (both historical
and pro forma) is generated from leases that are "net leases," under
which the tenant is responsible for substantially all costs of real
estate taxes, insurance and ordinary maintenance. Pro forma rental
income represents straight-line rent as provided by GAAP, calculated as
the difference between cash rent paid under the lease and the average
rent due over the noncancelable term of the lease.
The depreciable life for all depreciation adjustments is 40 years.
Applicable pro forma interest expense adjustments are calculated based
on annual interest rates on the respective debt as of the applicable
acquisition, disposition or refinancing date. The pro forma reduction
of interest expense represents only the actual interest incurred on
debt that has been or will be repaid.
(1) This column reflects the pro forma adjustments for the acquisition of
the FirstPlus Property for a 12-month period, assuming the acquisition
was consummated on January 1, 1996, which includes rental revenue,
interest expense (assuming an annualized interest rate of 7.1875%) and
depreciation.
(2) This column reflects (i) the addition of historical results of
operations for the period from January 1 to the respective acquisition
dates for the properties acquired by the Company during 1996 and for a
12-month period for properties acquired since January 1, 1997 and for
the CRIT Acquisition; (ii) the elimination of the results of operations
of the Ross Stores Newark Property and the Stratus Property as if the
sales had taken place on January 1, 1996; (iii) the Salt Lake City
Refinancing and (iv) the June Offering of 3,220,000 shares of Common
Stock and the November Offering of 2,500,000 shares of Common Stock and
the application of the net proceeds therefrom. The results of
operations for properties acquired during 1996, from their respective
acquisition dates through December 31, 1996 are included in the
Company's historical 1996 consolidated statement of income. The results
of operations consist principally of rental revenue, interest expense
and depreciation expense.
<TABLE>
<CAPTION>
Annualized
Rental Interest Interest Depreciation
Revenue Rate Expense Expense
-------- ------------- ------- -------
<S> <C> <C> <C> <C>
CRIT Acquisition $ 3,557 $ 8.875-9.500% $ 1,408 $ 922
Acquisition of LP Properties (*) 2,595 (*) 962 840
Acquisition of Salt Lake City Property 3,264 11.040% 424 824
Acquisition of Excel Pennsylvania Properties 2,949 8.000% 2,000 601
Acquisition of Bull Property 1,023 7.960% 521 226
Acquisition of Lockheed Property 1,671 7.1875% 395 344
Acquisition of Ryder Property 1,009 7.1875% 665 206
Sale of Ross Stores Newark Property (3,242) 8.100% (2,015) (726)
Sale of Stratus Property (2,254) 10.180% (1,082) (473)
June Offering -- 6.880% (1,511) --
November Offering -- 7.1875% (2,368) --
Other activities (**) 2,608 (**) 1,227 563
-------- ------- -------
$ 13,180 $ 626 $ 3,327
======== ======= =======
</TABLE>
- ----------
*The LP Properties consist of four properties leased to Toys "R" Us and
the property leased to Liberty House, Inc. The annualized interest rates
on the debt incurred to finance the Toys"R" Us properties was 12.625%
prior to prepayment and 10.25% with respect to the Liberty House
property.
**The interest rates of the debt on the other acquisitions rage from
6.875% to 8.5%.
<PAGE> 5
(3) These amounts represent the minority interest in the net income of LCIF
due to the issuance of the OP Units in the acquisition of the Salt Lake
City Property, the acquisition of the LP Properties and the acquisition
of the Excel Pennsylvania Properties.
(4) The following items are not included in the pro forma statement of
income for the year ended December 31, 1996:
<TABLE>
<S> <C>
Prepayment Premium - Salt Lake City Refinancing $ (1,824)
Prepayment Premium - Ross Stores Newark Property debt repayment (773)
Prepayment Premium - Stratus Property debt repayment (1,862)
Gain on sale of Stratus Property 2,850
Pro forma loss on sale of Ross Stores Newark Property (910)
</TABLE>
(5) Primary income from continuing operations per share is computed by
dividing income from continuing operations (reduced by preferred
dividends) by the weighted average number of common and diluted common
equivalent shares outstanding during the period. Fully diluted income
from continuing operations per share amounts are similarly computed but
include the effect, when dilutive, of the Company's other potentially
dilutive securities. Fully dilutive income from continuing operations
is reduced by preferred dividends and is increased by minority
interests resulting from the assumed conversion of the OP Units. The
Convertible Preferred Stock and Exchangeable Notes are excluded from
the pro forma computations due to their anti-dilutive effect during the
period.
<PAGE> 6
Unaudited Pro Forma Consolidated Condensed
Financial Statements (For the nine months
ended and as of September 30, 1997)
(all amounts in thousands, except per share data)
<TABLE>
<CAPTION>
FirstPlus
Company Property Other
Historical Acquisition (1) Adjustments (2) Pro Forma
------- ------- ------- -------
<S> <C> <C> <C> <C>
Income Statement:
Revenues:
Rental $31,420 $ 2,423 $ 1,902 $35,745
Interest and other 447 -- 23 470
------- ------- ------- -------
Total revenues 31,867 2,423 1,925 36,215
------- ------- ------- -------
Expenses:
Interest expense 12,628 1,109 (1,831) 11,906
Depreciation 7,920 527 386 8,833
Amortization of deferred expenses 649 -- (88) 561
Property operating expenses 616 -- -- 616
General and administrative expenses 2,885 -- -- 2,885
------- ------- ------- -------
Total Expenses 24,698 1,636 (1,533) 24,801
------- ------- ------- -------
Income before minority interests 7,169 787 3,458 11,414
Minority interests 1,158 166(3) 97(3) 1,421
------- ------- ------- -------
Income from continuing operations $ 6,011 $ 621 $ 3,361 $ 9,993
======= ======= ======= =======
Per share data: (4)
Income from continuing operations
Primary $ 0.46 $ -- $ -- $ 0.53
Fully diluted 0.45 -- -- 0.53
Weighted average common shares
outstanding
Primary 11,143 -- 5,859 17,002
Fully diluted 13,736 -- 5,993 19,729
</TABLE>
<PAGE> 7
Notes to the Unaudited Pro Forma Consolidated
Condensed Financial Statements
(Forthe nine months ended and as of September
30, 1997) (All amounts in thousands,
except per share data)
Rental revenue in these financial statements (both historical and pro
forma) is generated from leases that are "net leases," under which the
tenant is responsible for substantially all costs of real estate taxes,
insurance and ordinary maintenance. Pro forma rental income represents
straight-line rent as provided by GAAP, calculated as the difference
between the cash rent paid under the lease and the average rent due
over the non-cancelable term of the lease.
The depreciable life for all real property additions is 40 years.
Applicable pro forma interest expense adjustments are calculated based
on annual interest rates on the respective debt as of the applicable
acquisition, disposal or refinancing date.
(1) This column reflects the pro forma adjustments for the acquisition of
the FirstPlus Property for the period from January 1 to September 4,
the acquisition date of the Property, which includes rental revenue,
interest expense (assuming an annualized interest rate of 7.125%) and
depreciation.
(2) These amounts reflect (i) the addition of historical results of
operations for the period from January 1 to the respective acquisition
dates for the Properties acquired by the Company during 1997 and for a
9-month period for the Ryder and CRIT Acquisition; (ii) the elimination
of the results of operations of the Ross Stores Newark Property and
Stratus Property as if the sales had taken place on January 1, 1996;
(iii) the Salt Lake City Refinancing and (iv) the June Offering of
3,220,000 shares of Common Stock and the November Offering of 2,500,000
shares of Common Stock and the application of the proceeds therefrom.
The results of operations for Properties acquired during 1997, from
their respective acquisition dates through September 30, 1997, are
included in the Company's historical September 30, 1997 consolidated
statement of income. The results of operations consist principally of
rental revenue, interest expense and depreciation expense.
<TABLE>
<CAPTION>
Annualized
Rental Interest Interest Depreciation
Revenue Rate Expense Expense
------- ------------- ------- -------
<S> <C> <C> <C> <C>
CRIT Acquisition $ 2,684 8.875 -9.500% $ 1,051 686
Acquisition of Exel Pennsylvania Properties 648 8.000% 433 130
Acquisition of Bull Property 537 7.960% 271 118
Acquisition of Lockheed Property 929 7.125% 218 191
Acquisition of Ryder Property 751 7.125% 494 154
Sale of Ross Stores Newark Property (2,457) 8.100% (1,477) (624)
Sale of Stratus Property (1,515) 10.180% (698) (335)
November Offering -- 7.125% (1,149) --
Other Activities 325 (*) (974) 66
------- ------- -------
$ 1,902 $(1,831) $ 386
======= ======= =======
</TABLE>
The pro forma interest expense adjustment includes (i) the impact of
the Salt Lake City Refinancing, (ii) repayment of the Credit Facility
with proceeds from the sale of the Ross Stores Newark Property and with
proceeds from the June and November Offerings and (iii) the impact of
interest on acquisitions and other debt repayments described above as
if they had occurred on January 1, 1996. The pro forma reduction of
interest expense represents only the actual interest expense incurred
on debt that has been or will be repaid.
* The interest rates related to other activities range from 6.875% to
12.900%.
(3) These amounts represent the minority interest in the net income of LCIF
due to the issuance of OP Units in connection with the acquisition of
the Company's Salt Lake City Property and the Exel Pennsylvania
Properties Acquisition.
<PAGE> 8
(4) Primary income from continuing operations per share is computed by
dividing income from continuing operations (reduced by preferred
dividends) by the weighted average number of common and diluted common
equivalent shares outstanding during the period. Fully diluted income
from continuing operations per share amounts are similarly computed but
include the effect, when dilutive, of the Company's other potentially
dilutive securities. Fully diluted income from continuing operations is
reduced by preferred dividends and is increased by minority interests
resulting from the assumed conversion of the OP Units. The Company's
Convertible Preferred Stock and Exchangeable Notes are excluded from
the pro forma computations due to their anti-dilutive effect during the
period.
<PAGE> 9
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.
LEXINGTON CORPORATE PROPERTIES, INC.
By: /s/ T. Wilson Eglin
--------------------------------------------
T. Wilson Eglin
President and Chief Operating Officer
Date: November 21, 1997
