UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No.2
to
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) April 13, 2005
Lexington Corporate Properties Trust
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(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
1-12386 13-3717318
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(Commission File Number) (IRS Employer Identification No.)
One Penn Plaza, Suite 4015
New York, New York 10119-4015
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(Address of Principal Executive Offices) (Zip Code)
(212) 692-7200
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
As previously reported on Lexington Corporate Properties Trust's (the "Trust")
Current Report on Form 8-K dated April 13, 2005 (the "April 13th 8-K"), the
Trust, through its subsidiaries and joint venture programs, completed the
acquisition of twenty-seven properties from affiliates of Wells Real Estate
Investment Trust, Inc. Twenty-one properties were directly acquired by the Trust
and six were indirectly acquired by the Trust through various joint venture
programs in which the Trust has ownership interests of 25% and 30%.
This Amendment No. 2 to the April 13th 8-K is being filed to amend and restate
certain pro forma financial information related to this acquisition.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(1) Audited Statement of Revenues and Certain Operating Expenses for the
Year Ended December 31, 2004 for the Non-Net Leased Properties
(previously filed on Amendment No. 1 to the April 13th 8-K)
(2) Unaudited Pro Forma financial information for the Trust is presented
as follows:
o Introduction to Unaudited Pro Forma Condensed Consolidated
Financial Statements;
o Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 2004;
o Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 2004;
o Notes to Pro Forma Condensed Consolidated Financial Statements
(unaudited);
(3) Estimated Twelve Month Pro Forma Statement of Taxable Operating
Results for the Non-Net Leased Properties (previously filed on
Amendment No. 1 to the April 13th 8-K).
SIGNATURES
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 Trust
Date: August 15, 2006 By:/s/ Patrick Carroll
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Patrick Carroll
Chief Financial Officer
Lexington Corporate Properties Trust
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements
The following unaudited pro forma condensed consolidated balance sheet as of
December 31, 2004, reflects the financial position of Lexington Corporate
Properties Trust (the "Trust") as if the acquisition of the twenty-seven
properties (the "Properties") had occurred on December 31, 2004 (rather than
April 13, 2005). The unaudited pro forma condensed consolidated statement of
operations for the year ended December 31, 2004, present the results of
operations of the Trust as if the acquisition of the Properties, excluding one
property that is included in discontinued operations since it is held for sale,
had occurred on January 1, 2004 (rather than April 13, 2005).
These unaudited pro forma condensed consolidated financial statements should be
read in connection with the financial statements of the Trust for the year ended
December 31, 2004, included in the Trust's Annual Report on Form 10-K and the
financial statements included in Item 9.01 (a) of the Trust's Amendment No.1 to
Form 8-K/A (date of earliest reported event: April 13, 2005).
These unaudited pro forma financial statements are not necessarily indicative of
the expected results of operations of the Trust for any future period.
Differences could result from, among other considerations, future changes in the
Trust's portfolio of investments, changes in interest rates, changes in the
capital structure of the Trust, changes in property level operating expenses,
and changes in property level revenues including rents expected to be received
on leases in place or signed during and after 2004.
Lexington Corporate Properties Trust
Unaudited Pro Forma Condensed Consolidated Balance Sheet
December 31, 2004
(amounts in thousands, except share and per share data)
Historical Properties
(A) (B) Pro Forma
---------------- ----------------- ----------------
Assets
Real estate, at cost $ 1,407,872 $ 396,095 $ 1,803,967
Less: accumulated depreciation 180,610 - 180,610
---------------- ----------------- ----------------
1,227,262 396,095 1,623,357
Properties held for sale - discontinued operations 13,216 23,682 36,898
Intangible assets 54,736 75,541 130,277
Investment in and advances to non-consolidated entities 132,738 28,928 161,666
Cash and cash equivalents 146,957 (142,574) 4,383
Deferred expenses 7,860 2,089 9,949
Rent receivable, current and deferred 28,046 - 28,046
Notes receivable from affiliate 45,800 - 45,800
Other assets, net 40,471 - 40,471
---------------- ----------------- ----------------
$ 1,697,086 $ 383,761 $ 2,080,847
================ ================= ================
Liabilities and Shareholders' Equity
Liabilities:
Mortgages and notes payable $ 765,144 $ 366,214 $ 1,131,358
Liabilities - discontinued operations 1,688 15,951 17,639
Accounts payable and other liabilities 12,406 - 12,406
Accrued interest payable 5,808 - 5,808
Prepaid rent 3,818 - 3,818
Deferred revenue 4,173 1,596 5,769
---------------- ----------------- ----------------
793,037 383,761 1,176,798
Minority interest 56,759 - 56,759
---------------- ----------------- ----------------
849,796 383,761 1,233,557
---------------- ----------------- ----------------
Shareholders' Equity
Preferred shares, par value $0.0001 per share, authorized 10,000,000
shares: - - -
Series B Cumulative Redeemable Preferred, liquidation preference
$79,000, 3,160,000 shares issued and outstanding 76,315 - 76,315
Series C Cumulative Convertible Preferred, liquidation preference
$135,000, 2,700,000 shares issued and outstanding 131,126 - 131,126
Common shares, par value $0.0001 per share, authorized 80,000,000
shares, 48,621,273 shares issued and outstanding 5 - 5
Additional paid-in-capital 766,882 - 766,882
Deferred compensation, net (8,692) - (8,692)
Accumulated distribution in excess of net income (118,346) - (118,346)
---------------- ----------------- ----------------
Total shareholders' equity 847,290 - 847,290
---------------- ----------------- ----------------
$ 1,697,086 $ 383,761 $ 2,080,847
================ ================= ================
See accompanying notes to unaudited pro forma condensed consolidated financial
statements.
Lexington Corporate Properties Trust
Unaudited Pro Forma Condensed Consolidated Statement of Operations
December 31, 2004
(amounts in thousands, except share and per share data)
Pro Forma
Adjustments of the Pro Forma as
Historical (AA) Properties Adjusted
----------------- -------------------- -----------------
Revenues:
Rental $ 140,003 $ 42,276 (BB) $ 182,279
Advisory fees 4,885 2,221 (BB) 7,106
Tenant reimbursement 6,337 6,160 (BB) 12,497
----------------- -------------------- -----------------
Total gross revenues 151,225 50,657 201,882
Expenses applicable to revenues:
Depreciation and amortization (38,930) (27,093) (CC) (66,023)
Property operating (10,451) (8,458) (BB) (18,909)
General and administrative (13,939) - (13,939)
Write-off - tenant bankruptcy (2,884) - (2,884)
Non-operating income 3,276 - 3,276
Interest and amortization expense (46,437) (18,586) (DD) (65,023)
----------------- -------------------- -----------------
Income (loss) before provision for income taxes,
minority interests, equity in earnings of
non-consolidated entities and discontinued operations 41,860 (3,480) 38,380
Provision for income taxes (1,181) - (1,181)
Minority interests (4,196) - (4,196)
Equity in earnings of non-consolidated entities 7,194 (1,340) (EE) 5,854
----------------- -------------------- -----------------
Income (loss) from continuing operations $ 43,677 $ (4,820) $ 38,857
================= ==================== =================
Basic - Income from continuing operations $ 0.79 $ 0.69
================= =================
Diluted - Income from continuing operations $ 0.79 $ 0.68
================= =================
Basic weighted average shares outstanding 46,551,328 46,551,328
Diluted weighted average shares outstanding 52,048,909 46,682,743
See accompanying notes to unaudited pro forma condensed consolidated financial
statements.
Lexington Corporate Properties Trust
Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)
Adjustments to Pro Forma Condensed Consolidated Balance Sheet
The adjustments to the pro forma condensed consolidated balance sheet as of
December 31, 2004 are as follows:
(A) Reflects the Trust's historical condensed consolidated balance sheet
as of December 31, 2004.
(B) Reflects the pro forma acquisition of the Properties as follows:
Assets purchased:
Building $ 352,665
Land 43,430
-------------
Total real estate, at cost 396,095
Properties held for sale - discontinued operations 23,682
Intangible assets 75,541
Investment in non-consolidated entities 28,928
Deferred expenses 2,089
Less liabilities:
Mortgages and notes payable 366,214
Liabilities - discontinued oprerations 15,951
Deferred revenue - below-market leases 1,596
-------------
Cash paid $ 142,574
=============
Adjustments to Pro Forma Condensed Consolidated Statement of Operations
The adjustments to the pro forma condensed consolidated statement of operations
for the year ended December 31, 2004 are as follows:
(AA) Reflects the Trust's historical condensed consolidated statement of
operations for the year ended December 31, 2004.
(BB) Reflects the pro forma acquisition of the Properties as follows:
Increase in rental revenues reflects (i) the recalculation of
straight-line rents as of January 1, 2004 and (ii) the amortization of
above and below-market leases on a straight-line basis over the remaining
term of in-place leases.
Increase in advisory fees reflects acquisition, financing and asset
management fees for the twelve months ended December 31, 2004 related to
Properties purchased by non-consolidated entities.
Increase in property operating expenses and tenant reimbursement income
reflects operating activities of the Properties during the twelve months
ended December 31, 2004.
(CC) Depreciation has been adjusted to reflect the Properties total
acquisition cost depreciated on a straight line basis over the
estimated economic useful life of the real estate. Amortization
includes the pro forma effect of amortization of intangibles on a
straight-line basis over the remaining term of the respective leases.
(DD) The pro forma adjustment to interest expense reflects additional
interest expense as a result of new mortgages obtained (at a weighted
average rate of 5.20%) and an assumed borrowing draw on the Company's
unsecured revolving credit facility (at a rate of 3.96%) to fund the
acquisitions. The pro forma adjustment to amortization expense
reflects the pro forma adjustment of deferred mortgage costs which are
amortized over the term of the related mortgages.
(EE) The pro forma adjustment to equity in earnings of non-consolidated
entities reflects the net income statement impact of the six
Properties purchased by non-consolidated entities.