SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Original Report: January 31, 1996
CORNERSTONE REALTY INCOME TRUST, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 0-23954 54-1589139
(State of (Commission File Number) (IRS Employer
Incorporation Identification No.)
306 East Main Street
Richmond, Virginia 23219
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code:
(804) 643-1761
CORNERSTONE REALTY INCOME TRUST, INC.
FORM 8-K/A
Index
Page No.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
b. Independent Auditor's Report
(Scarlett Oaks Apartments) 6
Historical Statement of Income and
Direct Operating Expenses
(Scarlett Oaks Apartments) 7
Note to Historical Statement of
Income and Direct Operating
Expenses (Scarlett Oaks Apartments) 8
c. Independent Auditors' Report
(Ashley Park Apartments) 10
Historical Statement of Income and
Direct Operating Expenses
(Ashley Park Apartments) 11
Note to Historical Statement of
Income and Direct Operating
Expenses (Ashley Park Apartments) 12
d. Independent Auditors' Report
(Colonial Ridge Apartments) 14
Historical Statement of Income and
Direct Operating Expenses
(Colonial Ridge Apartments) 15
Note to Historical Statement of
Income and Direct Operating
Expenses (Colonial Ridge Apartments) 16
e. Pro Forma Statement of Operations for
the Three Months ended March 31, 1996
(unaudited)
Pro Forma Statement of Operations
for the Year ended December 31, 1995
(unaudited)
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f. Exhibits
23.1 Consent of Independent Auditors
23.2 Consent of Independent Auditors
23.3 Consent of Independent Auditors
-3-
The Company hereby amends and restates Item 7.b., 7.c., 7.d.
and 7.e. of its Current Report on Form 8-K dated January 31, 1996
as follows:
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ITEM 7.B.
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[L.P. MARTIN & COMPANY LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Cornerstone Realty Income Trust, Inc.
Richmond, Virginia
We have audited the accompanying statement of income and direct
operating expenses exclusive of items not comparable to the proposed future
operations of the property Scarlett Oaks Apartments located in Augusta,
Georgia for the twelve month period ended January 31, 1996. This statement
is the responsibility of the management of Scarlett Oaks Apartments. Our
responsibility is to express an opinion on this statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the
statement. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying statement was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission
(for inclusion in a filing by Cornerstone Realty Income Trust, Inc.) and
excludes material expenses, described in Note 1 to the statement, that would
not be comparable to those resulting from the proposed future operations of
the property.
In our opinion, the statement referred to above presents fairly, in
all material respects, the income and direct operating expenses of Scarlett
Oaks Apartments (as defined-above) for the twelve month period ended January
31, 1996, in conformity with generally accepted accounting principles.
Richmond, Virginia
April 24, 1996 /s/ L.P. MARTIN & CO., P.C.
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SCARLETT OAKS APARTMENTS
STATEMENT OF INCOME AND DIRECT OPERATING EXPENSES EXCLUSIVE OF
ITEMS NOT COMPARABLE TO THE PROPOSED FUTURE
OPERATIONS OF THE PROPERTY
TWELVE MONTHS ENDED JANUARY 31, 1996
INCOME
Rental and Other Income $ 763,810
DIRECT OPERATING EXPENSES
Administrative and Other 73,586
Insurance 17,657
Repairs and Maintenance 136,915
Taxes, Property 41,000
Utilities 43,960
TOTAL DIRECT OPERATING EXPENSES 313,118
Operating income exclusive of items not
comparable to the proposed future operations
of the property $ 450,692
See accompanying note to the financial statement.
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SCARLETT OAKS APARTMENTS
NOTE TO THE STATEMENT OF INCOME AND DIRECT OPERATING EXPENSES
EXCLUSIVE OF ITEMS NOT COMPARABLE TO THE PROPOSED FUTURE
OPERATIONS OF THE PROPERTY
TWELVE MONTHS ENDED JANUARY 31, 1996
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Scarlett Oaks Apartments is a 165 unit residential garden style apartment
complex located in Augusta, Georgia. Living space totals 131,340 square feet.
During the financial statement period, the assets comprising the property were
owned by Scarlett Oaks of Augusta, L.L.C. Cornerstone Realty Income Trust, Inc.
purchased the property in April, 1996.
In accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission, the statement of income and direct operating expenses excludes
interest and non rent related income and expenses not considered comparable to
those resulting from the proposed future operations of the property. Excluded
expenses are mortgage interest, property depreciation, legal fees, accounting
fees and management fees.
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ITEM 7.C.
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[KPMG Peat Marwick LLP LOGO]
Independent Auditors' Report
The Board of Directors
Cornerstone Realty Income Trust, Inc.:
We have audited the accompanying historical summary of operating revenue and
expenses, as defined in note 1, of Ashley Park Apartments for the year ended
December 31, 1995. This historical summary is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
historical summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the historical summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the historical summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the historical summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying historical summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and is
not intended to be a complete presentation of the revenue and expenses of Ashley
Park Apartments.
In our opinion, the historical summary referred to above presents fairly, in all
material respects, the operating revenue and expenses described in note 1 of
Ashley Park Apartments for the year ended December 31, 1995, in conformity with
generally accepted accounting principles.
/s/ KPMG PEAT MARWICK LLP
Richmond, Virginia
April 25, 1996
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ASHLEY PARK APARTMENTS
Historical Summary of Operating Revenue and Expenses (Note 1)
For the year ended December 31, 1995
Operating revenue-
Rental and other income $ 1,706,415
Operating expenses:
Repairs and maintenance 147,125
Salaries, wages and payroll taxes 170,663
Insurance 18,509
Utilities 100,612
Advertising 19,275
Real estate taxes 146,465
Other 27,629
Total operating expenses 630,278
Operating revenue in excess of operating expenses $ 1,076,137
See accompanying notes to historical summary of operating revenue and expenses.
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ASHLEY PARK APARTMENTS
Historical Summary of Operating Revenue and Expenses
For the year ended December 31, 1995
(1) Summary of Significant Accounting Policies
Description of the Property
Ashley Park Apartments is a 272 unit residential garden style apartment
complex located on approximately 27 acres of land on the southside of
Richmond, Virginia. The buildings were completed in 1988 and contain total
living space of approximately 208,000 square feet.
Basis of Presentation
The accompanying historical summary of operating revenue and expenses is
not representative of the actual operations for the period presented as
certain revenues and expenses, which may not be comparable to those
expected to be incurred by Cornerstone Realty Income Trust, Inc. in the
proposed future operations of the apartments have been excluded. Interest
and non-rent related income have been excluded from revenue, and mortgage
interest, management fees, property depreciation and amortization and other
costs not directly related to the future operations of Ashley Park
Apartments have been excluded from expenses. Management is not aware of any
material factors relating to Ashley Park Apartments that would cause the
historical summary of operating revenue and expenses to not be indicative
of future operating results of the apartments.
(2) Acquisition Transaction
Cornerstone Realty Income Trust, Inc. acquired Ashley Park Apartments on
March 29, 1996, effective March 1, 1996.
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ITEM 7.d.
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
Cornerstone Realty Income Trust, Inc.
Richmond, Virginia
We have audited the accompanying statement of income and direct operating
expenses exclusive of items not comparable to the proposed future operations of
the property Colonial Ridge Apartments located in Virginia Beach, Virginia for
the twelve month period ended December 31, 1995. This statement is the
responsibility of the management of Colonial Ridge Apartments. Our
responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the statement. We believe that our audit
provides a reasonable basis for our opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission (for inclusion
in a filing by Cornerstone Realty Income Trust, Inc.) and excludes material
expenses, described in Note 1 to the statement, that would not be comparable to
those resulting from the proposed future operations of the property.
In our opinion, the statement referred to above presents fairly, in all material
respects, the income and direct operating expenses of Colonial Ridge Apartments
(as defined above) for the twelve month period ended December 31, 1995, in
conformity with generally accepted accounting principles.
Richmond, Virginia
June 4, 1996
/s/ L. P. MARTIN & CO., P.C.
____________________________
L. P. MARTIN & CO., P.C.
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COLONIAL RIDGE APARTMENTS
STATEMENT OF INCOME AND DIRECT OPERATING EXPENSES EXCLUSIVE OF
ITEMS NOT COMPARABLE TO THE PROPOSED FUTURE
OPERATIONS OF THE PROPERTY
TWELVE MONTHS ENDED DECEMBER 31, 1995
INCOME
Rental and Other Income ..................................... $832,771
DIRECT OPERATING EXPENSES
Administrative and Other .................................... 77,159
Insurance ................................................... 6,690
Repairs and Maintenance ..................................... 118,212
Taxes, Property ............................................. 58,224
Utilities ................................................... 89,092
TOTAL DIRECT OPERATING EXPENSES .................. 349,377
Operating income exclusive of items not
comparable to the proposed future operations
of the property ........................................... $483,394
See accompanying note to the financial statement.
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COLONIAL RIDGE APARTMENTS
NOTE TO THE STATEMENT OF INCOME AND DIRECT OPERATING EXPENSES
EXCLUSIVE OF ITEMS NOT COMPARABLE TO THE PROPOSED FUTURE
OPERATIONS OF THE PROPERTY
MONTHS ENDED DECEMBER 31, 1995
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Colonial Ridge Apartments is a 148 unit residential garden style apartment
complex located on 7.75 acres in Virginia Beach, Virginia. Living space totals
125,800 square feet.
The assets comprising the property were owned by Colonial Ridge,
L.C. during the financial statement period. Cornerstone Realty
Income Trust, Inc. purchased the property in April 1996.
In accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission, the statement of income and direct operating expenses excludes
interest and non rent related income and expenses not considered comparable to
those resulting from the proposed future operations of the property. Excluded
expenses are mortgage interest, loan amortization, property depreciation, legal
fees, management fees and accounting fees.
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ITEM 7.e.
PRO FORMA STATEMENT OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1996
(UNAUDITED)
The accompanying unaudited Pro Forma Statement of Operations for the quarter
ended March 31, 1996 is presented as if (a) the Company had owned the acquired
properties shown below on January 1, 1996, (b) the Company had qualified as a
REIT, distributed all of its taxable income and, therefore, incurred no federal
income tax expense during the year, and (c) the Company had used proceeds from
its offering to acquire the properties. The unadjusted Pro Forma Statement of
Operations does not purport to represent what the Company's results of
operations would actually have been if such transactions, in fact, had occurred
on January 1, 1996, nor does it purport to represent the results of operations
for future periods.
Historical Meadows West Eagle Ashley Park Arbor Trace 1996
Statement of Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma Total
Operations Adjustments Adjustments Adjustments Adjustments Adjustments Pro Forma
Date of Acquisitions - 1/31/96 3/1/96 3/1/96 3/1/96 - -
Revenues from rental properties $6,552,688 $90,006 $127,302 $284,403 $138,795 - $7,193,194
Rental expenses:
Utilities 610,146 7,903 7,327 16,769 14,849 - 656,994
Repairs and maintenance 720,876 14,553 22,819 39,027 19,702 - 816,977
Taxes and insurance 580,250 5,273 9,776 27,496 10,819 - 633,614
Property management 349,665 - - - - 35,573 385,238
Advertising 144,819 1,484 3,066 3,213 3,215 - 155,797
General and administrative 217,912 - - - - 10,127 228,039
Amortization 7,641 - - - - - 7,641
Depreciation of rental property 1,238,249 - - - - 128,600 1,366,849
Other 540,701 4,452 9,198 18,542 9,645 - 582,538
4,410,259 33,665 52,186 105,047 58,230 174,300 4,833,687
Income before interest income (expense) 2,142,429 56,341 75,116 179,356 80,565 (174,300) 2,359,507
Interest income 76,338 - - - - - 76,338
Interest expense (46,880) - - - - - (46,880)
Net Income $2,171,887 $56,341 $75,116 $179,356 $80,565 ($174,300) $2,388,965
Net income per share $0.16 $0.15
Wgt. avg. number of shares outstanding 13,944,419 15,599,509
The pro forma adjustments give effect to the actual rental income and expenses
for the properties for the period in 1996 prior to their acquisition by the
Company. Notes to the Pro Forma Statement of Operations are as follows: (1)
property management expense has been adjusted based on the Company's contractual
arrangement, and (2) depreciation has been adjusted based on the Company's
depreciable basis of the acquired properties of $24,225,000, a 27.5 year life
and the respective periods prior to their acquisition. The pro forma rental
income and expenses of each property are based on the annual financial results
of each respective property as obtained in an audit by an independent auditor.
Management believes these results are representative of the actual results of
operations for the periods in which the Company did not own the properties. The
Company financed part of the purchase price of certain acquisitions with short
term borrowings, which were subsequently retired with proceeds of the Company's
on-going best efforts offering within approximately 60 days of acquisition. The
pro forma weighted average number of shares includes the number of shares
necessary to provide proceeds adequate to finance the purchase price.
PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
The accompanying unaudited Pro Forma Statement of Operations for the year ended
December 31, 1995 is presented as if (a) the Company had owned the acquired
properties shown below on January 1, 1995, (b) the Company had qualified as a
REIT, distributed all of its taxable income and, therefore, incurred no federal
income tax expense during the year, and (c) the Company had used proceeds from
its offering to acquire the properties. The unadjusted Pro Forma Statement of
Operations does not purport to represent what the Company's results of
operations would actually have been if such transactions, in fact, had occurred
on January 1, 1995, nor does it purport to represent the results of operations
for future periods.
Historical 1995 Meadows West Eagle Ashley Park
Statement of 1995 Pro Forma Pro Forma Pro Forma Pro Forma
Operations Acquisitions Adjustments Adjustments Adjustments Adjustments
Date of Acquisitions - - - 1/31/96 3/1/96 3/1/96
Revenues from rental properties $16,300,821 $7,778,024 - 1,080,070 $763,810 $1,706,415
Rental expenses:
Utilities 1,676,938 577,495 - 94,834 43,960 100,612
Repairs and maintenance 2,042,819 1,442,619 - 174,632 136,915 234,163
Taxes and insurance 1,342,427 677,381 - 63,281 58,657 164,974
Property management 896,521 - $451,856 - - -
Advertising 378,089 180,896 - 17,808 18,397 19,275
General and administrative 609,969 - 112,858 - - -
Amortization 30,564 - - - - -
Depreciation of rental property 2,788,818 - 1,316,783 - - -
Other 1,283,396 542,686 - 53,425 55,189 111,254
11,049,541 3,421,077 1,881,497 403,980 313,118 630,278
Income before interest income (expense) 5,251,280 4,356,947 (1,881,497) 676,090 450,692 1,076,137
Interest income 226,555 - - - - -
Interest expense (248,120) - - - - -
Net Income $5,229,715 $4,356,947 ($1,881,497) $676,090 $450,692 $1,076,137
Net income per share $0.64
Wgt. avg. number of shares outstanding 8,176,803
Arbor Trace 1996
Pro Forma Pro Forma Total
Adjustments Adjustments Pro Forma
Date of Acquisitions 3/1/96 - -
Revenues from rental properties $832,771 - $28,461,911
Rental expenses:
Utilities 89,092 - 2,582,931
Repairs and maintenance 118,212 - 4,149,360
Taxes and insurance 64,914 - 2,371,634
Property management - $241,983 1,590,360
Advertising 19,290 - 633,755
General and administrative - 68,513 791,340
Amortization - - 30,564
Depreciation of rental property - 880,944 4,986,545
Other 57,869 - 2,103,819
349,377 1,191,440 19,240,308
Income before interest income (expense) 483,394 (1,191,440) 9,221,603
Interest income - - 226,555
Interest expense - - (248,120)
Net Income $483,394 ($1,191,440) $9,200,038
Net income per share $0.60
Wgt. avg. number of shares outstanding 15,389,944
The pro forma adjustments give effect to the actual rental income and expenses
for the properties for the period in 1996 prior to their acquisition by the
Company. Notes to the Pro Forma Statement of Operations are as follows: (1)
property management expense has been adjusted based on the Company's contractual
arrangement, and (2) depreciation has been adjusted based on the Company's
depreciable basis of the acquired properties of $81,786,345, a 27.5 year life
and the respective periods prior to their acquisition. The pro forma rental
income and expenses of each property are based on the annual financial results
of each respective property as obtained in an audit by an independent auditor.
Management believes these results are representative of the actual results of
operations for the periods in which the Company did not own the properties. The
Company financed part of the purchase price of certain acquisitions with short
term borrowings, which were subsequently retired with proceeds of the Company's
on-going best efforts offering within approximately 60 days of acquisition. The
pro forma weighted average number of shares includes the number of shares
necessary to provide proceeds adequate to finance the purchase price. (3) See
for detail of 1995 acquistions.
PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)-NOTE 3
The following schedule provides detail of 1995 acquisitions by property included
in the Pro Forma Statement of Operations for the year ended December 31, 1995.
(See )
Sterling Pointe Breckinridge Magnolia Bay Watch Hanover Mill Creek
Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma
Adjustments Adjustments Adjustments Adjustments Adjustments Adjustments
Date of Acquisition 4/1/95 6/21/95 6/1/95 7/18/95 8/22/95 9/22/95
Property operations
Revenues from rental properties $374,940 $487,168 $429,620 $563,622 $636,160 $906,560
Rental expenses:
Utilities 17,682 35,962 30,289 83,187 44,983 34,986
Repairs and maintenance 56,047 112,044 97,415 99,880 118,199 131,318
Taxes and insurance 38,868 45,426 46,920 32,555 47,354 92,438
Property management - - - - - -
Advertising 11,857 13,508 8,733 18,415 14,269 18,112
General and administrative - - - - - -
Amortization - - - - - -
Depreciation of rental property - - - - - -
Other 35,570 40,526 26,198 55,244 42,808 54,335
160,024 247,466 209,555 289,281 267,613 331,189
00000000000
Income before interest income (expense) 214,916 239,702 220,065 274,341 368,547 575,371
Interest income - - - - - -
Interest expense - - - - - -
Net Income $214,916 $239,702 $220,065 $274,341 $368,547 $575,371
Glen Eagle Sailboat Tradewinds Osprey 1995
Pro Forma Pro Forma Pro Forma Pro Forma Acquisition
Adjustments Adjustments Adjustments Adjustments Adjustments
Date of Acquisition 10/26/95 11/1/95 11/9/95 11/16/95
Property operations
Revenues from rental properties $804,873 $1,486,737 $1,350,803 $737,541 $7,778,024
Rental expenses: -
Utilities 31,564 116,080 102,607 80,155 577,495
Repairs and maintenance 137,482 322,516 189,926 177,792 1,442,619
Taxes and insurance 75,170 119,629 119,817 59,204 677,381
Property management - - - - -
Advertising 16,163 36,868 32,962 10,009 180,896
General and administrative - - - - -
Amortization - - - - -
Depreciation of rental property - - - - -
Other 48,490 110,604 98,888 30,023 542,686
308,869 705,697 544,200 357,183 3,421,077
00000000000
Income before interest income (expense) 496,004 781,040 806,603 380,358 4,356,947
Interest income - - - - -
Interest expense - - - - -
Net Income $496,004 $781,040 $806,603 $380,358 $4,356,947
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on Form 8-K/A to be signed on its behalf
by the undersigned hereunto duly authorized.
Cornerstone Realty Income Trust, Inc.
Date: June 14, 1996 By: /s/ STANLEY J. OLANDER
Stanley J. Olander, Jr.
Vice President of Cornerstone Realty
Income Trust, Inc.
EXHIBIT INDEX
Cornerstone Realty Income Trust, Inc.
Form 8-K/A for Form 8-K dated January 31, 1996
Exhibit Number Exhibit Page Number
23.1 Consent of Independent Auditors
23.2 Consent of Independent Auditors
23.3 Consent of Independent Auditors