<PAGE>
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): MAY 24, 1996
G & L REALTY CORP.
(Exact name of Registrant as specified in its charter)
MARYLAND 1-12566 95-4449388
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
439 N. BEDFORD DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 273-9930
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 24, 1996 G&L Realty Partnership, L.P. (the "Operating
Partnership"), a Delaware limited partnership, transferred ownership of the
medical office building located at 436 North Bedford Drive, in Beverly Hills,
California (the "Property"), to Loan Asset Structured Trust I, a Delaware trust
(the "Holder"), the holder of the $28.5 million lien on the Property in
satisfaction of the lien. G&L Realty Corp. (the "Company") is the sole general
partner of, and owns 89.84 percent ownership interest in, the Operating
Partnership.
As part of the transaction, the Operating Partnership paid the Holder
$250,000 for a right of first refusal in the event the Holder seeks to sell the
Property in the near future. In addition, the Holder has retained the Operating
Partnership to manage the Property.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(B) PRO FORMA FINANCIAL INFORMATION
G & L REALTY CORP.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1996
(UNAUDITED)
This Pro Forma Condensed Consolidated Balance Sheet reflects the March 31,
1996: (i) unaudited assets, liabilities and stockholders' equity of G&L Realty
Corp. (the "Company") as previously reported in the Company's Form 10-Q, (ii)
unaudited pro forma adjustments, and (iii) an unaudited pro forma statement
which presents the March 31, 1996 balance sheet as if the transfer was completed
prior to March 31, 1996. Therefore, the pro forma statement excludes the net
assets and liabilities of the Property that were transferred to the lender on
May 24, 1996 in full satisfaction of the $28.5 million note.
<TABLE>
<CAPTION>
As Previously Pro Forma Pro Forma
Stated Adjustments Statement
--------------------------------------------
ASSETS
- ------
<S> <C> <C> <C>
Rental properties:
Land $ 15,262,221 ($2,046,547) $ 13,215,674
Buildings and improvements, net 76,607,284 (18,574,045) 58,033,239
------------ ----------- ------------
Total rental properties 91,869,505 (20,620,592) 71,248,913
Cash and cash equivalents 1,758,014 1,758,014
Accounts receivable, net 105,351 105,351
Tenant rent and reimbursements
receivable, net 880,427 (394,173) 486,254
Unbilled rent receivable, net 2,547,454 (1,098,211) 1,449,243
Mortgage loans and bonds receivable 34,750,649 34,750,649
Deferred charges and other assets, net 2,418,562 (251,987) 2,166,575
------------ ----------- ------------
TOTAL ASSETS $134,329,962 ($22,364,963) $111,964,999
============ =========== ============
LIABILITIES AND STOCKHOLDERS EQUITY
- -----------------------------------
Liabilities:
Notes payable $112,854,521 ($28,500,000) $ 84,354,521
Accounts payable and other
liabilities 1,372,262 (248,013) 1,124,249
Distributions payable 1,446,980 1,446,980
Tenant security deposits 1,036,012 (239,578) 796,434
------------ ----------- ------------
Total liabilities 116,709,775 (28,987,591) 87,722,184
Minority interest in consolidated
partnership (2,809,658) (2,809,658)
Minority interest in Operating
Partnership 2,105,068 672,708 2,777,776
Stockholders' equity:
Common shares - $.01 par value,
50,000,000 shares authorized,
4,062,500 shares issued and
outstanding as of 3/31/96 40,625 40,625
Preferred shares - $.01 par value,
10,000,000 shares authorized, no
shares issued and outstanding 0 0
Additional paid-in capital 23,710,054 23,710,054
Net income in excess of distributions (5,425,902) 5,949,920 524,018
------------ ----------- ------------
Total stockholders' equity 18,324,777 5,949,920 24,274,697
------------ ----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY $134,329,962 ($22,364,963) $111,964,999
============ =========== ============
</TABLE>
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<PAGE>
G & L REALTY CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
This Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 1995 reflects: (i) the audited revenues, expenses and net
income of the Company as previously reported in the Company's Form 10-K, (ii)
unaudited pro forma adjustments, and (iii) an unaudited pro forma statement of
revenues, expenses and operating income of the Company as if the transfer was
completed prior to the start of the year. Therefore, the pro forma statement
excludes revenues, expenses and operating income derived from the Property that
was transferred to the lender on May 24, 1996.
<TABLE>
<CAPTION>
As Previously Pro Forma Pro Forma
Stated Adjustments Statement
--------------------------------------------
(Audited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
REVENUES:
Rental $16,801,193 ($3,094,437) $13,706,756
Tenant reimbursements 731,860 (112,648) 619,212
Parking 1,388,042 (445,753) 942,289
Interest, loan fees and related
income 1,834,558 1,834,558
Other 651,884 (179,825) 472,059
----------- ---------- -----------
Total revenues 21,407,537 (3,832,663) 17,574,874
----------- ---------- -----------
EXPENSES:
Property operations 5,198,933 (975,153) 4,223,780
Earthquake costs
(reimbursements) (133,162) (133,162)
Depreciation and amortization 4,047,277 (1,310,737) 2,736,540
Interest 6,372,002 (2,088,538) 4,283,464
General and administrative 1,639,678 1,639,678
----------- ---------- -----------
Total expenses 17,124,728 (4,374,428) 12,750,300
----------- ---------- -----------
Income from operations 4,282,809 541,765 4,824,574
Minority interest in consolidated
partnership (130,987) (130,987)
Minority interest in Operating
Partnership (417,016) (56,783) (473,799)
----------- ---------- -----------
Net income before extraordinary
item 3,734,806 484,982 4,219,788
Extraordinary item (net of
minority interest) (393,401) (393,401)
----------- ---------- -----------
Net income $ 3,341,405 $ 484,982 $ 3,826,387
=========== ========== ===========
Per share data:
Net income before extraordinary
item $ 0.91 $ 0.12 $ 1.03
Extraordinary item (0.09) 0.00 (0.09)
----------- ---------- -----------
Net income $ 0.82 $ 0.12 $ 0.94
=========== ========== ===========
Weighted average number of outstanding
shares 4,090,769 4,090,769
</TABLE>
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G & L REALTY CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
This Pro Forma Condensed Consolidated Statement of Operations for the three
months ended March 31, 1996 reflects: (i) the unaudited revenues, expenses and
net income of the Company as previously reported in the Company's Form 10-Q,
(ii) unaudited pro forma adjustments, and (iii) an unaudited pro forma statement
of revenues, expenses and operating income of the Company as if the transfer was
completed prior to the start of the year. Therefore, the pro forma statement
excludes revenues, expenses and operating income derived from the Property that
was transferred to the lender on May 24, 1996.
<TABLE>
<CAPTION>
As Previously Pro Forma Pro Forma
Stated Adjustments Statement
--------------------------------------------
<S> <C> <C> <C>
REVENUES:
Rental $ 4,022,164 ($ 760,740) $ 3,261,424
Tenant reimbursements 138,766 (28,162) 110,604
Parking 344,649 (109,635) 235,014
Interest, loan fees and related
income 1,645,102 1,645,102
Other 86,544 (620) 85,924
------------ ---------- -----------
Total revenues 6,237,225 (899,157) 5,338,068
------------ ---------- -----------
EXPENSES:
Property operations 1,259,604 (220,776) 1,038,828
Earthquake costs
(reimbursements)
Depreciation and amortization 817,129 (181,542) 635,587
Interest 2,215,781 (498,453) 1,717,328
General and administrative 401,629 401,629
------------ ---------- -----------
Total expenses 4,694,143 (900,771) 3,793,372
------------ ---------- -----------
Income from operations 1,543,082 1,614 1,544,696
Minority interest in consolidated
partnership (37,119) (37,119)
Minority interest in Operating
Partnership (152,845) (292) (153,137)
------------ ---------- -----------
Net income $ 1,353,118 $ 1,322 $ 1,354,440
============ ========== ===========
Net income per share $ 0.33 $ 0.33
Weighted average number of outstanding
shares 4,062,440 4,062,440
</TABLE>
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BUILDINGS AND IMPROVEMENTS
Buildings and improvements consist of the following:
<TABLE>
<CAPTION>
As Of March 31, 1996
(Unaudited)
As Previously Pro Forma Pro Forma
Stated Adjustments Statement
--------------------------------------------
<S> <C> <C> <C>
Buildings and improvements $ 84,709,410 ($21,595,803) $63,113,607
Tenant improvements 3,778,055 (439,819) 3,338,236
Furniture, fixtures and equipment 298,094 (1,728) 296,366
------------ ----------- -----------
88,785,559 (22,037,350) 66,748,209
Less accumulated depreciation and
amortization (12,178,275) 3,463,305 (8,714,970)
------------ ----------- -----------
Total $ 76,607,284 ($18,574,045) $58,033,239
============ =========== ===========
</TABLE>
DEFERRED CHARGES AND OTHER ASSETS
Deferred charges and other assets consist of the following:
<TABLE>
<CAPTION>
As Of March 31, 1996
(Unaudited)
As Previously Pro Forma Pro Forma
Stated Adjustments Statement
-------------------------------------------
<S> <C> <C> <C>
Loan fees $ 1,470,801 $ 1,470,801
Pre-acquisition costs 546,981 546,981
Leasing commissions 1,148,877 ($514,800) 634,077
Prepaid expense and other assets 350,534 (80,811) 269,723
------------ ----------- -----------
3,517,193 (595,611) 2,921,582
Less accumulated amortization (1,098,631) 343,624 (755,007)
------------ ----------- -----------
Total $ 2,418,562 ($251,987) $ 2,166,575
============ =========== ===========
</TABLE>
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<PAGE>
PRO FORMA FUNDS FROM OPERATIONS
Industry analysts generally consider Funds From Operations ("FFO")
to be an appropriate measure of the performance of a REIT. The Company believes
that in order to facilitate a clear understanding of the operating results of
the Company, FFO should be examined in conjunction with the net income as
presented in the Company's Condensed Consolidated Financial Statements included
in this Form 8-K/A. The following table presents an analysis of the Company's
Pro Forma FFO for the year ended December 31, 1995 and for the three months
ended March 31, 1996.
<TABLE>
<CAPTION>
For the three months ended For the year ended
March 31, 1996 December 31, 1995
(Unaudited) (Unaudited)
As Previously Pro Forma Pro Forma As Previously Pro Forma Pro Forma
Stated Adjustments Statement Stated/1/ Adjustments Statement
--------------------------------------------------------------------------------------------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
FUNDS FROM OPERATIONS:
- ---------------------
Net Income $1,353 $ 1 $1,354 $3,341 $ 485 $3,826
Extraordinary loss 393 393
Minority interest in
Operating Partnership 153 153 417 57 474
------ ------- ------ ------ ------- ------
Net income for Operating 1,506 1 1,507 4,151 542 4,693
Partnership
Earthquake costs (net) (133) (133)
Depreciation of real estate
assets 667 (156) 511 3,214 (1,157) 2,057
Amortization of deferred
lease costs 40 (25) 15 193 (99) 94
Adjustment for minority
interest in consolidated
partnership (7) (7) (29) (29)
------ ------- ------ ------ ------- ------
FUNDS FROM OPERATIONS $2,206 (180) $2,026 $7,396 ($714) $6,682
====== ======= ====== ====== ======= ======
Amount per share and unit $ 0.49 ($0.04) $ 0.45 $ 1.63 ($0.16) $ 1.47
Weighted average number of
outstanding shares and
units 4,522 4,522 4,550 4,550
</TABLE>
- ---------------------------
/1/ The FFO presented for the year ended December 31, 1995 represents a
restatement of the amounts previously presented in the Company's Form 10-K. The
amounts presented above are based upon the new guidelines established by the
National Association of Real Estate Investment Trusts as restated in Form 10-Q
for the three months ended March 31, 1996.
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(C) EXHIBITS
*10.28 Agreement for Deed in Lieu of Foreclosure by and among G & L Realty
Partnership, L.P., a Delaware Limited Partnership, and Loan Asset
Structured Trust I, a Delaware trust, dated as of May 24, 1996.
*10.29 Property Management Agreement by and between Loan Asset Structured
Trust I, a Delaware trust, and G & L Realty Partnership, L.P., a
Delaware Limited Partnership, and dated as of May 24, 1996.
- --------------------------------
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
G & L REALTY CORP.
Date: July 22, 1996 /s/ Quentin Thompson
-------------------------
Quentin Thompson
Chief Accounting Officer, Treasurer and
Secretary
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