UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): July 31, 2014
|
| | |
| LEPERCQ CORPORATE INCOME FUND L.P. |
| (Exact name of registrant as specified in its charter) |
| | | |
| Delaware | 33-04215 | 13-3779859 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| One Penn Plaza, Suite 4015, New York, New York | 10119-4015 |
| (Address of principal executive offices) | (Zip Code) |
| | | |
| | (212) 692-7200 | |
| (Registrant's telephone number, including area code) |
|
|
| Not Applicable |
| (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.):
___ 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 2.01 Completion of Acquisition or Disposition of Assets.
On July 31, 2014, Lepercq Corporate Income Fund L.P. (the "Partnership") sold a 559,000 square foot industrial property located in San Antonio, Texas to an unaffiliated third party. Gross proceeds from the sale of the industrial property were approximately $41.0 million.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information. The following financial information is submitted at the end of this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:
Summary of Unaudited Pro Forma Condensed Consolidated Financial Statements
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2014
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and the Years Ended December 31, 2013, 2012 and 2011
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
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, thereunto duly authorized.
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| | |
| | Lepercq Corporate Income Fund L.P. |
| | By: | Lex GP-1 Trust, its general partner |
| | | |
| | | |
| Date: August 6, 2014 | By: | /s/ Patrick Carroll |
| | | Patrick Carroll |
| | | Vice President and Treasurer |
LEPERCQ CORPORATE INCOME FUND L.P.
SUMMARY OF UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On July 31, 2014, Lepercq Corporate Income Fund L.P. (the "Partnership") sold a 559,000 square foot industrial property located in San Antonio, Texas to an unaffiliated third party. Gross proceeds from the sale of the industrial property were approximately $41.0 million.
The following unaudited pro forma condensed consolidated balance sheet of the Partnership at March 31, 2014 is presented as if the sale of the industrial property had occurred on March 31, 2014. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2014 and for the years ended December 31, 2013, 2012 and 2011, are presented as if the sale of the industrial property had occurred on January 1, 2011. The unaudited pro forma condensed consolidated financial statements include all necessary adjustments to reflect the effects of the above transaction.
This pro forma condensed consolidated financial information is presented for information purposes only and is not necessarily indicative of what the Partnership's financial results would have been for the periods presented, nor do they purport to represent the future financial results of the Partnership. This pro forma condensed consolidated financial information should be read in conjunction with the Partnership's financial statements as filed with the Securities and Exchange Commission on Form 10-Q for the three months ended March 31, 2014 and on Form 10-K for the year ended December 31, 2013.
LEPERCQ CORPORATE INCOME FUND L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2014
|
| | | | | | | | | | | |
| | Historical (A) | | Pro Forma Adjustments | | Pro Forma |
| | | | (In thousands) | | |
| Assets: | | | | | |
| Real estate, at cost | $ | 893,080 |
| | $ | (41,016 | ) | (B) | $ | 852,064 |
|
| Real estate - intangible assets | 154,768 |
| | (866 | ) | (B) | 153,902 |
|
| | 1,047,848 |
| | (41,882 | ) | | 1,005,966 |
|
| Less: accumulated depreciation and amortization | 224,878 |
| | (18,737 | ) | (B) | 206,141 |
|
| Real estate, net | 822,970 |
| | (23,145 | ) | | 799,825 |
|
| Cash and cash equivalents | 7,241 |
| | — |
| | 7,241 |
|
| Restricted cash | 2,544 |
| | 40,837 |
| (C) | 43,381 |
|
| Investment in and advances to non-consolidated entity | 5,010 |
| | — |
| | 5,010 |
|
| Deferred expenses, net | 11,132 |
| | — |
| | 11,132 |
|
| Loans receivable, net | 18,924 |
| | — |
| | 18,924 |
|
| Rent receivable - current | 3,175 |
| | (34 | ) | | 3,141 |
|
| Rent receivable - deferred | 27,255 |
| | (468 | ) | | 26,787 |
|
| Other assets | 12,629 |
| | — |
| | 12,629 |
|
| Total assets | $ | 910,880 |
| | $ | 17,190 |
| | $ | 928,070 |
|
| | | | | | |
| Liabilities and Partners' Capital: | | | | | |
| Liabilities: | | | | | |
| Mortgages and notes payable | $ | 338,837 |
| | $ | — |
| | $ | 338,837 |
|
| Co-borrower debt | 146,220 |
| | — |
| | 146,220 |
|
| Related party advances, net | 4,792 |
| | — |
| | 4,792 |
|
| Accounts payable and other liabilities | 7,129 |
| | (32 | ) | (B) | 7,097 |
|
| Accrued interest payable | 1,765 |
| | — |
| | 1,765 |
|
| Deferred revenue - including below market leases, net | 534 |
| | — |
| | 534 |
|
| Distributions payable | 13,574 |
| | — |
| | 13,574 |
|
| Prepaid rent | 8,661 |
| | (305 | ) | (B) | 8,356 |
|
| Total liabilities | 521,512 |
| | (337 | ) | | 521,175 |
|
| | | | | | |
| Commitments and contingencies | | | | | |
| Partners' capital | 389,368 |
| | 17,527 |
| (D) | 406,895 |
|
| Total liabilities and partners' capital | $ | 910,880 |
| | $ | 17,190 |
| | $ | 928,070 |
|
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
LEPERCQ CORPORATE INCOME FUND L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2014
|
| | | | | | | | | | | |
| | Historical (A) | | Pro Forma
Adjustments (B) | | Pro Forma |
| | (In thousands except per unit data) |
| | | | | | |
| Gross revenues: | | | | | |
| Rental | $ | 27,847 |
| | $ | (857 | ) | | $ | 26,990 |
|
| Tenant reimbursements | 2,141 |
| | (8 | ) | | 2,132 |
|
| Total gross revenues | 29,988 |
| | (865 | ) | | 29,123 |
|
| Expense applicable to revenues: | | | | | |
| Depreciation and amortization | (7,241 | ) | | 483 |
| | (6,758 | ) |
| Property operating | (3,162 | ) | | 1 |
| | (3,161 | ) |
| General and administrative | (2,465 | ) | | — |
| | (2,465 | ) |
| Non-operating income | 801 |
| | — |
| | 801 |
|
| Interest and amortization expense | (6,426 | ) | | — |
| | (6,426 | ) |
| Income before provision for income taxes and equity in income of non-consolidated entity | 11,495 |
| | (381 | ) | | 11,114 |
|
| Provision for income taxes | (52 | ) | | 6 |
| | (46 | ) |
| Equity in income of non-consolidated entity | 32 |
| | — |
| | 32 |
|
| Income from continuing operations | $ | 11,475 |
| | $ | (375 | ) | | $ | 11,100 |
|
| Income from continuing operations per unit | $ | 0.17 |
| | | | $ | 0.16 |
|
| Weighted-average units outstanding | 68,110,509 |
| | | | 68,110,509 |
|
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
LEPERCQ CORPORATE INCOME FUND L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2013
|
| | | | | | | | | | | |
| | Historical (A) | | Pro Forma Adjustments (B) | | Pro Forma |
| | (In thousands except per unit data) |
| | | | | | |
| Gross revenues: | | | | | |
| Rental | $ | 72,846 |
| | $ | (3,429 | ) | | $ | 69,417 |
|
| Tenant reimbursements | 5,477 |
| | (23 | ) | | 5,454 |
|
| Total gross revenues | 78,323 |
| | (3,452 | ) | | 74,871 |
|
| Expense applicable to revenues: | | | | | |
| Depreciation and amortization | (26,217 | ) | | 1,931 |
| | (24,286 | ) |
| Property operating | (11,308 | ) | | 5 |
| | (11,303 | ) |
| General and administrative | (4,783 | ) | | 1 |
| | (4,782 | ) |
| Non-operating income | 3,431 |
| | — |
| | 3,431 |
|
| Interest and amortization expense | (13,111 | ) | | — |
| | (13,111 | ) |
| Debt satisfaction charges, net | (1,560 | ) | | — |
| | (1,560 | ) |
| Loan loss | (13,939 | ) | | — |
| | (13,939 | ) |
| Income before provision for income taxes and equity in losses of non-consolidated entity | 10,836 |
| | (1,515 | ) | | 9,321 |
|
| Provision for income taxes | (81 | ) | | 25 |
| | (56 | ) |
| Equity in losses of non-consolidated entity | (88 | ) | | — |
| | (88 | ) |
| Income from continuing operations | $ | 10,667 |
| | $ | (1,490 | ) | | $ | 9,177 |
|
| Income from continuing operations per unit | $ | 0.20 |
| | | | $ | 0.17 |
|
| Weighted-average units outstanding | 52,728,387 |
| | | | 52,728,387 |
|
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
LEPERCQ CORPORATE INCOME FUND L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
|
| | | | | | | | | | | |
| | Historical (A) | | Pro Forma Adjustments (B) | | Pro Forma |
| | (In thousands except per unit data) |
| | | | | | |
| Gross revenues: | | | | | |
| Rental | $ | 58,700 |
| | $ | (3,429 | ) | | $ | 55,271 |
|
| Tenant reimbursements | 5,312 |
| | (30 | ) | | 5,282 |
|
| Total gross revenues | 64,012 |
| | (3,459 | ) | | 60,553 |
|
| Expense applicable to revenues: | | | | | |
| Depreciation and amortization | (24,323 | ) | | 1,931 |
| | (22,392 | ) |
| Property operating | (10,697 | ) | | 13 |
| | (10,684 | ) |
| General and administrative | (4,878 | ) | | 5 |
| | (4,873 | ) |
| Non-operating income | 4,613 |
| | (2 | ) | | 4,611 |
|
| Interest and amortization expense | (14,883 | ) | | 829 |
| | (14,054 | ) |
| Debt satisfaction gains (charges), net | 1 |
| | 15 |
| | 16 |
|
| Litigation reserve | (912 | ) | | — |
| | (912 | ) |
| Income before provision for income taxes and equity in losses of non-consolidated entity | 12,933 |
| | (668 | ) | | 12,265 |
|
| Provision for income taxes | (94 | ) | | 25 |
| | (69 | ) |
| Equity in losses of non-consolidated entity | (33 | ) | | — |
| | (33 | ) |
| Income from continuing operations | $ | 12,806 |
| | $ | (643 | ) | | $ | 12,163 |
|
| Income from continuing operations per unit | $ | 0.33 |
| | | | $ | 0.32 |
|
| Weighted-average units outstanding | 38,137,615 |
| | | | 38,137,615 |
|
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
LEPERCQ CORPORATE INCOME FUND L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2011
|
| | | | | | | | | | | |
| | Historical (A) | | Pro Forma Adjustments (B) | | Pro Forma |
| | (In thousands except per unit data) |
| | | | | | |
| Gross revenues: | | | | | |
| Rental | $ | 56,111 |
| | $ | (3,429 | ) | | $ | 52,682 |
|
| Tenant reimbursements | 5,097 |
| | (25 | ) | | 5,072 |
|
| Total gross revenues | 61,208 |
| | (3,454 | ) | | 57,754 |
|
| Expense applicable to revenues: | | | | | |
| Depreciation and amortization | (24,638 | ) | | 1,931 |
| | (22,707 | ) |
| Property operating | (10,153 | ) | | 5 |
| | (10,148 | ) |
| General and administrative | (4,907 | ) | | 2 |
| | (4,905 | ) |
| Non-operating income | 9,064 |
| | — |
| | 9,064 |
|
| Interest and amortization expense | (16,113 | ) | | 1,692 |
| | (14,421 | ) |
| Debt satisfaction charges, net | (8 | ) | | — |
| | (8 | ) |
| Income before provision for income taxes | 14,453 |
| | 176 |
| | 14,629 |
|
| Provision for income taxes | (150 | ) | | 25 |
| | (125 | ) |
| Income from continuing operations | $ | 14,303 |
| | $ | 201 |
| | $ | 14,504 |
|
| Income from continuing operations per unit | $ | 0.39 |
| | | | $ | 0.40 |
|
| Weighted-average units outstanding | 36,089,008 |
| | | | 36,089,008 |
|
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
LEPERCQ CORPORATE INCOME FUND L.P.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Adjustments to Pro Forma Condensed Consolidated Balance Sheet
| |
| (A) | Represents the Partnership's historical condensed consolidated balance sheet as of March 31, 2014, which was derived from the Partnership's quarterly report on Form 10-Q for the three months ended March 31, 2014. |
| |
| (B) | Represents the Partnership's sale of the industrial property and the necessary adjustments to eliminate the impact of the assets and liabilities associated with the sold industrial property. |
| |
| (C) | Represents the net sale proceeds deposited with a qualified exchange intermediary pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. |
| |
| (D) | Represents the Partnership's sale of the industrial property and the related gain on sale of real estate. |
2. Adjustments to Pro Forma Condensed Consolidated Statements of Operations
| |
| (A) | Represents the Partnership's historical condensed consolidated statements of operations for the three months ended March 31, 2014 and the years ended December 31, 2013, 2012 and 2011, which were derived from the Partnership's quarterly report on Form 10-Q for the three months ended March 31, 2014 and the annual report on Form 10-K for the year ended December 31, 2013, respectively. |
| |
| (B) | Represents the Partnership's sale of the industrial property and the necessary adjustments to eliminate the impact of historical rental income, tenant reimbursements, non-operating income, property operating expenses, interest and amortization expense, taxes and depreciation and amortization associated with the sold industrial property. The adjustments exclude the effect of the gain on sale of real estate that would have been recognized on the sale of the industrial property, as this represents a non-recurring transaction and is excluded for pro forma income statement purposes. |
