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) January 10, 2003 CEDAR INCOME FUND, LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Maryland 0-14510 42-1241468 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 44 South Bayles Avenue, Port Washington, New York 11050 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (516) 767-6492 ________________________________________________________________________________ (Former name or former address, if changed since last report) Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant hereby amends the following items, financial statements, exhibits or other portions of its current Report on Form 8-K dated February 6, 2003, as filed with the Securities and Exchange Commission on February 21, 2003, as set forth in the pages attached hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Acquisition Property Report of Independent Auditors Statement of Revenues and Expenses Notes to Statements of Revenues and Certain Expenses Unaudited Pro Forma Consolidated Financial Statements Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2002 Pro Forma Condensed Consolidated Statement of Operations for the twelve months ended December 31, 2002 Notes to Pro Forma Financial Statements Exhibits. None Independent Auditor's Report ---------------------------- To the Board of Directors and Stockholders Cedar Income Fund, Ltd. We have audited the accompanying statement of revenue and certain expenses of Fairview Plaza for the year ended December 31, 2002. This financial statement is the responsibility of the Fairview Plaza's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for inclusion in Form 8-K of Cedar Income Fund, Ltd., and is not intended to be a complete presentation of the Fairview Plaza's revenue and expenses. In our opinion, the financial statement referred to above, presents fairly, in all material respects, the revenue and certain expenses of Fairview Plaza, as described in Note 2, for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Joseph L. Gil, CPA, PC Port Washington, New York March 17, 2003 3 FAIRVIEW PLAZA STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 REVENUE: Base rents $ 793,900 Tenant reimbursements 99,038 Other income 4,974 ----------- TOTAL REVENUE 897,912 ----------- CERTAIN EXPENSES: Real estate taxes 40,878 General, administrative And overhead 88,132 Utilities 13,119 Leasing commission 3,451 Insurance 9,768 ----------- TOTAL CERTAIN EXPENSES 155,348 ----------- REVENUE IN EXCESS OF CERTAIN EXPENSES $ 742,564 =========== See Accompanying Notes to Financial Statements 4 FAIRVIEW PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 1. Background Presented herein is the statement of revenue and certain expenses related to the operation of a multi-tenant shopping center, owned and operated by Fairview Plaza Associates, LP (the "Partnership"). The shopping center is located in Fairview Township, Pennsylvania and has approximately 5 tenants. The shopping center has an aggregate net rentable area of approximately 69,579 square feet, of which 97% was leased as of December 31, 2002. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for the acquisition of real estate properties. Accordingly, the financial statement excludes certain expenses that may not be comparable to those expected to be incurred in the proposed future operations of the aforementioned property. Items excluded consist of interest, depreciation, amortization, and general and administrative expenses not directly related to the future operations. The accompanying statement was prepared on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual results could differ from those estimates. Revenue Recognition The shopping center is being leased to tenants under operating leases. Rental revenue is recognized on a straight-line basis over the terms of the leases. The excess of amounts recognized over amounts due pursuant to the underlying leases amounted to approximately $29,169 for the year ended December 31, 2002. 5 FAIRVIEW PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 3. Future Minimum Lease Payments The Partnership leases retail space under various non-cancelable operating leases that expire on the various dates through July 2016. The lease agreements typically provide for specific monthly payments plus reimbursements for certain operating costs. A summary of minimum future lease rentals due to the Partnership on non-cancelable operating leases in place as of December 31, 2002, is as follows: For the year ended December 31, ------------------------------- 2003 $ 782,116 2004 759,445 2005 725,735 2006 702,430 2007 674,601 2008 & thereafter 6,513,175 ----------- $10,157,502 =========== The preceding future minimum rentals do not include charges for reimbursement of operating costs. Operating cost reimbursements aggregated $99,038. 4. Significant Tenants Approximately 83% of the current period's rental income was derived from one (1) tenant whose lease expires July 2017. 6 Independent Auditor's Report ---------------------------- To the Board of Directors and Stockholders Cedar Income Fund, Ltd. We have audited the accompanying statement of revenue and certain expenses of Halifax Plaza for the year ended December 31, 2002. This financial statement is the responsibility of the Halifax Plaza's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for inclusion in Form 8-K of Cedar Income Fund, Ltd., and is not intended to be a complete presentation of Halifax Plaza's revenue and expenses. In our opinion, the financial statement referred to above, presents fairly, in all material respects, the revenue and certain expenses of Halifax Plaza, as described in Note 2, for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Joseph L. Gil, CPA, PC Port Washington, New York March 17, 2003 7 HALIFAX PLAZA STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 REVENUE: Base rents $ 577,145 Tenant reimbursements 157,497 Other income 16 ----------- TOTAL REVENUE 734,658 ----------- CERTAIN EXPENSES: Real estate taxes 57,282 General, administrative And overhead 105,192 Utilities 19,943 Leasing commission 4,785 Insurance 11,066 ----------- TOTAL CERTAIN EXPENSES 198,268 ----------- REVENUE IN EXCESS OF CERTAIN EXPENSES $ 536,390 =========== See Accompanying Notes to Financial Statements 8 HALIFAX PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 1. Background Presented herein is the statement of revenue and certain expenses related to the operation of a multi-tenant shopping center, owned and operated by Halifax Plaza Associates, LP (the "Partnership"). The shopping center is located in Halifax Township, Pennsylvania and has approximately 9 tenants. The shopping center has an aggregate net rentable area of approximately 54,150 square feet, of which 100% was leased as of December 31, 2002. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for the acquisition of real estate properties. Accordingly, the financial statement excludes certain expenses that may not be comparable to those expected to be incurred in the proposed future operations of the aforementioned property. Items excluded consist of interest, depreciation, amortization, and general and administrative expenses not directly related to the future operations. The accompanying statement was prepared on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual results could differ from those estimates. Revenue Recognition The shopping center is being leased to tenants under operating leases. Rental revenue is recognized on a straight-line basis over the terms of the leases. The excess of amounts recognized over amounts due pursuant to the underlying leases amounted to approximately $27,853 for the year ended December 31, 2002. 9 HALIFAX PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 3. Future Minimum Lease Payments The Partnership leases retail space under various non-cancelable operating leases that expire on the various dates through October 2018. The lease agreements typically provide for specific monthly payments plus reimbursements for certain operating costs. A summary of minimum future lease rentals due to the Partnership on non-cancelable operating leases in place as of December 31, 2002, is as follows: For the year ended December 31, ------------------------------- 2003 $ 540,167 2004 515,237 2005 433,637 2006 424,902 2007 419,730 2008 and thereafter 4,181,050 ---------- $6,514,723 ========== The preceding future minimum rentals do not include charges for reimbursement of operating costs. Operating cost reimbursements aggregated $157,497. 4. Significant Tenants Approximately 54% of the current period's rental income was derived from two (2) tenants whose leases expire between November 2008 and November 2018. 10 Independent Auditor's Report ---------------------------- To the Board of Directors and Stockholders Cedar Income Fund, Ltd. We have audited the accompanying statement of revenue and certain expenses of Newport Plaza for the year ended December 31, 2002. This financial statement is the responsibility of the Newport Plaza's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for inclusion in Form 8-K of Cedar Income Fund, Ltd., and is not intended to be a complete presentation of the Newport Plaza's revenue and expenses. In our opinion, the financial statement referred to above, presents fairly, in all material respects, the revenue and certain expenses of Newport Plaza, as described in Note 2, for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Joseph L. Gil, CPA, PC Port Washington, New York March 17, 2003 11 NEWPORT PLAZA STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 REVENUE: Base rents $ 578,347 Tenant reimbursements 174,383 Other income 16 ----------- TOTAL REVENUE 752,746 ----------- CERTAIN EXPENSES: Real estate taxes 60,328 General, administrative And overhead 70,092 Utilities 67,881 Insurance 9,265 ----------- TOTAL CERTAIN EXPENSES 207,566 ----------- REVENUE IN EXCESS OF CERTAIN EXPENSES $ 545,180 =========== See Accompanying Notes to Financial Statements 12 NEWPORT PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 1. Background Presented herein is the statement of revenue and certain expenses related to the operation of a multi-tenant shopping center, owned and operated by Newport Plaza Associates, LP (the "Partnership"). The shopping center is located in Howe Township, Pennsylvania and has approximately 9 tenants. The shopping center has an aggregate net rentable area of approximately 66,789 square feet, of which 100% was leased as of December 31, 2002. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for the acquisition of real estate properties. Accordingly, the financial statement excludes certain expenses that may not be comparable to those expected to be incurred in the proposed future operations of the aforementioned property. Items excluded consist of interest, depreciation, amortization, and general and administrative expenses not directly related to the future operations. The accompanying statement was prepared on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual results could differ from those estimates. Revenue Recognition The shopping center is being leased to tenants under operating leases. Rental revenue is recognized on a straight-line basis over the terms of the leases. The excess of amounts recognized over amounts due pursuant to the underlying leases amounted to approximately $101,001 for the year ended December 31, 2002. 13 NEWPORT PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 3. Future Minimum Lease Payments The Partnership leases retail space under various non-cancelable operating leases that expire on the various dates through April 2023. The lease agreements typically provide for specific monthly payments plus reimbursements for certain operating costs. A summary of minimum future lease rentals due to the Partnership on non-cancelable operating leases in place as of December 31, 2002, is as follows: For the year ended December 31, ------------------------------- 2003 $ 479,654 2004 506,711 2005 521,433 2006 465,579 2007 431,902 2008 & thereafter 5,633,837 ---------- $8,039,116 ========== The preceding future minimum rentals do not include charges for reimbursement of operating costs. Operating cost reimbursements aggregated $174,383. 4. Significant Tenants Approximately 67% of the current period's rental income was derived from two (2) tenants whose leases expire between May 2015 and April 2023. 14 Cedar Income Fund, Ltd. Pro Forma Condensed Combined Balance Sheet As of December 31, 2002 ----------------------- The following unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Company had acquired the 30% general partner interest in Fairview Plaza Associates, L.P. ("Fairview"), Halifax Plaza Associates, L.P. ("Halifax") and Newport Plaza Associates, L.P. ("Newport") on December 31, 2002. This Pro Forma Condensed Combined Balance Sheet should be read in conjunction with the Pro Forma Condensed Combined Statement of Operations of the Company and the historical financial statements and notes thereto of the Company as filed on Form 10-K for the twelve months ended December 31, 2002. The Pro Forma Condensed Combined Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position would have been had the Company acquired the 30% interest in Fairview, Halifax and Newport on December 31, 2002, nor does it purport to represent the future financial position of the Company.