SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 12, 1996 (February 8, 1996)
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Retail Equity Partners Limited Partnership
(Exact name of registrant as specified in its charter)
North Carolina 33-15427 56-1590235
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(State of incorporation) (Commission File Number) (IRS Employer ID No.)
3710 One First Union Center, Charlotte, N.C. 28202-6032
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 704/333-1367
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Total number of Pages: 5
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Overview
On February 8, 1996, the Partnership sold the New Market Square Shopping Center
to Burlington Associates Limited Partnership, an unaffiliated party, for a
contract price of $6,558,000, received in cash. This disposition was originally
reported in the Current Report on Form 8-K filed on February 22, 1996. This
Current Report on Form 8-K/A includes the information related to the disposition
of New Market Square Shopping Center responsive to Item 7 which was not reported
in the original Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information.
Page
Pro forma Consolidated Balance Sheet as of December 31, 1995 (unaudited) 3
Pro forma Consolidated Statement of Operations for the Year
Ended December 31, 1995 (unaudited) 4
The pro forma financial information has been prepared giving effect to the
disposition of New Market Square Shopping Center. The pro forma consolidated
balance sheet as of December 31, 1995, has been prepared as if the sale of New
Market Square Shopping Center had been consummated on that date. The pro forma
consolidated statement of operations for the year ended December 31, 1995, has
been prepared as if the sale of New Market Square Shopping Center had been
consummated on January 1, 1995.
The unaudited pro forma consolidated balance sheet is not necessarily indicative
of what the actual financial position of the Partnership would have been at
December 31, 1995. The unaudited pro forma consolidated statement of operations
does not purport to be indicative of the results that actually would have
occurred if the disposition had occurred at the beginning of 1995 or to project
the Partnership's results of operations for any future date or period. The pro
forma statements of operations are based upon certain assumptions that
management of the Partnership believes are reasonable in the circumstances. In
management's opinion, all adjustments necessary to reflect the terms of the sale
have been made.
The pro forma financial statements should be read in conjunction with the
Partnership's 1995 Annual Report on Form 10-K.
(c) Exhibits.
None
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RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 1995
(Unaudited)
Historical Pro Forma Pro Forma
Balances Adjustments Balances
(A)
ASSETS
Investment in shopping centers:
Land $ 2,094,634 $ - $ 2,094,634
Buildings and improvements 5,769,651 - 5,769,651
Personal property 32,181 - 32,181
Less accumulated depreciation (1,520,349) - (1,520,349)
---------------- ---------------- ----------------
6,376,117 - 6,376,117
New Market Square Shopping Center, net 6,363,530 (6,363,530) -
Cash 16,467 454,874 471,341
Other assets 273,280 (23,000) 250,280
================ ================ ================
Total assets $ 13,029,394 $ (5,931,656) $ 7,097,738
================ ================ ================
LIABILITIES AND PARTNERS' EQUITY
Mortgage loans payable $ 6,931,348 $ - $ 6,931,348
Mortgage loan and accrued interest payable -
New Market Square Shopping Center 5,909,756 (5,909,756) -
Other liabilities 200,032 (21,900) 178,132
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13,041,136 (5,931,656) 7,109,480
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Partners' equity (deficit):
Limited partners 54,099 - 54,099
General partner (65,841) - (65,841)
---------------- ---------------- ----------------
(11,742) - (11,742)
---------------- ---------------- ----------------
Total liabilities and partners' equity $ 13,029,394 $ (5,931,656) $ 7,097,738
================ ================ ================
(A) Reflects the sale of New Market Square Shopping Center with closing as of
and effective December 31, 1995, for a contract price of $6,558,000, less
estimated selling expenses of approximately $195,000; prorations of
prepaid rent and property taxes, and credits to buyer in closing totaling
$8,790, and together with payoff of related borrowings. In addition,
certain deferred costs related to the operation of New Market Square
Shopping Center were written off at the date of sale.
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RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year ended December 31, 1995
(Unaudited)
Historical Pro Forma Pro Forma
Balances Adjustments Balances
(B)
Revenue
Rental revenue $ 1,632,519 $ (638,953) $ 993,566
Interest 9,205 (3,302) 5,903
Other income 82,049 (82,049) -
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1,723,773 (724,304) 999,469
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Expenses
Property operations 193,793 (84,944) 108,849
General and administrative 55,496 (24,169) 31,327
Property taxes and insurance 163,824 (72,253) 91,571
Property management fees 51,330 (21,369) 29,961
Depreciation 392,188 (214,654) 177,534
Amortization 31,884 (12,690) 19,194
Interest 1,153,806 (510,427) 643,379
Provision to record writedown of NMS 510,000 (510,000) -
---------------- ---------------- ----------------
2,552,321 (1,450,506) 1,101,815
================ ================ ================
Net loss $ (828,548) $ 726,202 $ (102,346)
================ ================ ================
Net loss allocated to limited partners (99%) $ (820,263) $ 718,940 $ (101,323)
================ ================ ================
Net loss allocated to general partner (1%) $ (8,285) $ 7,262 $ (1,023)
================ ================ ================
Net loss per limited partnership unit $ (2.46) $ 2.16 $ (0.30)
================ ================ ================
(B) Reflects revenue and expenses of New Market Square Shopping Center for the
12 months ended December 31, 1995.
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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.
Retail Equity Partners Limited Partnership
(Registrant)
By: Boddie Investment Company, General Partner
April 12, 1996 /s/ Philip S. Payne
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Philip S. Payne
(Duly Authorized Agent)
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