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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K/A
Amendment to Application or Report
Filed pursuant to Section 12, 13 or 15(d)
of the Securities Exchange Act of 1934
BRE PROPERTIES, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Amendment No. 1
The undersigned hereby amends the following items, financial statements,
exhibits or other portions of is Current Report on Form 8-K as set forth in the
pages attached hereto:
Item 7. Financial statements, Pro Forma Information and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRE PROPERTIES, INC.
Date: December 9, 1996 By: /s/ LeRoy E. Carlson
---------------------------
LeRoy E. Carlson
Executive Vice President and
Chief Financial and Accounting Officer
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
BRE PROPERTIES, INC.
PRO FORMA STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE FIVE MONTHS ENDED DECEMBER 31, 1995
This unaudited pro forma statement of operations reflects the results of
operations of BRE Properties, Inc. ("BRE") for the five month period ended
December 31, 1995, giving effect to the acquisition by BRE of Foster's
Landing Apartments, Foster's City, California for $58,800,000 (completed on
September 27, 1996), as if this acquisition had occurred on August 1, 1995.
BRE changed from a fiscal year end of July 31 to a calendar year end of
December 31 on May 20, 1996, effective for the year ending December 31, 1995.
These pro forma financial statements reflect the change in accounting year
ends. In addition, the pro forma data assumes that this acquisition was
financed in part with proceeds from BRE's lines of credit (totaling
$150,000,000), as if such borrowings had occurred on August 1, 1995. In the
opinion of management, all adjustments necessary to present fairly such pro
forma data have been made.
The unaudited pro forma statement of operations should be read in
conjunction with the financial statements and notes thereto filed as part of the
transition Form 10-K for the five months ended December 31, 1995. The unaudited
pro forma statement of operations is not necessarily indicative of what the
actual results of operations of BRE would have been for the period had the
transaction occurred at the beginning of the period nor does it purport to
indicate the results of future periods.
<TABLE>
<CAPTION>
LESS:
BRE FOSTER'S LANDING FOSTER'S
AS REPORTED FIVE TWELVE MONTHS LANDING SEVEN
(IN THOUSANDS, EXCEPT PER MONTHS ENDED ENDED MONTHS ENDED PRO FORMA PRO FORMA
SHARE AMOUNTS) DECEMBER 31, 1995 DECEMBER 31, 1995 JULY 31, 1995 ADJUSTMENTS RESULTS
<S> <C> <C> <C> <C> <C>
Revenues:
Rental . . . . . . . . . . . . . . . . . $ 26,813 $ 6,342 $ 3,661 $ $ 29,494
Other. . . . . . . . . . . . . . . . . . 1,193 46 18 1,221
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28,006 6,388 3,679 30,715
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Expenses:
Depreciation . . . . . . . . . . . . . . 3,294 490 (a) 3,784
Interest . . . . . . . . . . . . . . . . 3,547 1,617 (b) 5,164
Other. . . . . . . . . . . . . . . . . . 11,927 2,077 1,058 12,946
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18,768 2,077 1,058 2,107 21,894
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Net Income . . . . . . . . . . . . . . . . $ 9,238 $ 4,311 $ 2,621 ($ 2,107) $ 8,821
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Net Income per share . . . . . . . . . . . $ 0.42 $ 0.40
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Weighted average shares outstanding. . . . 21,942 21,942
-------- --------
-------- --------
</TABLE>
See notes and assumptions to unaudited pro forma statement of operations
2
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BRE PROPERTIES, INC.
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA
STATEMENT OF OPERATIONS
FOR THE FIVE MONTHS ENDED DECEMBER 31, 1995
(a) Depreciation for the period August 1, 1995 to December 31, 1995, based upon
a 40 year life and a purchase price of $58,800,000.
(b) Interest expense for the period August 1, 1995 to December 31, 1995, on
borrowed funds of $58,800,000 under BRE's lines of credit at an interest rate
of 6.6%.
3
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BRE PROPERTIES, INC.
PRO FORMA STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
This unaudited pro forma statement of operations reflects the results of
operations of BRE Properties, Inc. ("BRE") for the nine month period ended
September 30, 1996, giving effect to the acquisition by BRE of Foster's
Landing Apartments, Foster's City, California for $58,800,000 (completed on
September 27, 1996), as if this acquisition had occurred on January 1, 1996.
In addition, the pro forma data assumes that this acquisition was financed in
part with proceeds from BRE's lines of credit (totaling $150,000,000), as if
such borrowings had occurred on January 1, 1996. In the opinion of
management all adjustments necessary to present fairly such pro forma data
have been made.
The unaudited pro forma statement of operations should be read in
conjunction with the financial statements and notes thereto filed as part of
the transition Form 10K for the five months ended December 31, 1995. The
unaudited pro forma statement of operations is not necessarily indicative of
what the actual results of operations of BRE would have been for the period
had the transaction occurred at the beginning of the period nor does it
purport to indicate the results of future periods.
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<CAPTION>
BRE FOSTER'S LANDING FOR
AS REPORTED NINE THE PERIOD
(IN THOUSANDS, EXCEPT PER MONTHS ENDED JANUARY 1, 1996 TO PRO FORMA PRO FORMA
SHARE AMOUNTS) SEPTEMBER 30, 1996 SEPTEMBER 27, 1996 ADJUSTMENTS RESULTS
<S> <C> <C> <C> <C>
Revenues:
Rental . . . . . . . . . . . . . . . . $ 65,036 $ 4,994 $ $ 70,030
Gains on sales.. . . . . . . . . . . . 49,578 49,578
Other. . . . . . . . . . . . . . . . . 6,907 66 6,973
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121,521 5,060 126,581
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Expenses:
Depreciation . . . . . . . . . . . . . 9,379 882 10,261
Interest . . . . . . . . . . . . . . . 11,219 2,878 14,097
Other. . . . . . . . . . . . . . . . . 24,342 1,423 25,765
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44,940 1,423 3,760 50,123
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Net Income . . . . . . . . . . . . . . . $ 76,581 $ 3,637 ($ 3,760) $ 76,458
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Net Income per share . . . . . . . . . . $ 2.58 $ 2.57
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Weighted average shares outstanding. . . 29,740 29,740
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--------- --------
</TABLE>
See notes and assumptions to unaudited pro forma statement of operations
4
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BRE PROPERTIES, INC.
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(a) Depreciation for the period January 1, 1996 to September 27, 1996, based
upon a 40 year life and a purchase price of $58,800,000.
(b) Interest expense for the period January 1, 1996 to September 27, 1996, on
borrowed funds of $58,800,000 under BRE's lines of credit at an interest rate
of 6.6%.
5
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REPORT OF INDEPENDENT AUDITORS
To BRE Properties, Inc.
We have audited the accompanying statement of Gross Income and Direct Operating
Expenses of Foster's Landing Apartments for the year ended December 31, 1995.
This Statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on the 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 basis of
accounting 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
the amendment to Form 8K filed by BRE Properties, Inc. as described in Note 2,
and is not intended to be a complete presentation of the Company's revenue and
expenses.
In our opinion, the Statement referred to above presents fairly, in all material
respects, the gross income and direct operating expenses described in Note 2 of
Foster's Landing Apartments for the year ended December 31, 1995, in conformity
with generally accepted accounting principles.
Ernst and Young, LLP
San Francisco, California
December 4, 1996
6
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FOSTER'S LANDING APARTMENTS
STATEMENT OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
GROSS INCOME
Rental income . . . . . . . . . . . . . . . . . . . . . $ 6,342,340
Other income. . . . . . . . . . . . . . . . . . . . . . 46,537
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6,388,877
DIRECT OPERATING EXPENSES - NOTE 2
Property taxes. . . . . . . . . . . . . . . . . . . . . 459,040
Salaries and wages. . . . . . . . . . . . . . . . . . . 430,616
Utilities . . . . . . . . . . . . . . . . . . . . . . . 359,880
Repairs and maintenance . . . . . . . . . . . . . . . . 316,878
Management fees . . . . . . . . . . . . . . . . . . . . 255,029
Insurance . . . . . . . . . . . . . . . . . . . . . . . 110,442
General and administrative. . . . . . . . . . . . . . . 145,519
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2,077,404
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TOTAL GROSS INCOME AND DIRECT OPERATING EXPENSES . . . . . . $ 4,311,473
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-----------
See report of independent auditors and accompanying notes to the statement of
gross income and direct operating expenses.
7
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FOSTER'S LANDING APARTMENTS
NOTES TO STATEMENT OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICY
BRE Properties, Inc. ("BRE") acquired Foster's Landing Apartments ("the
Property") on September 27, 1996 from an unrelated party. The Property is a
490-unit apartment community located in Foster City, California.
Expenditures for repairs, maintenance and minor renewals are charged to expense
as incurred, while those expenditures that improve or extend the estimated
useful life of the Property are capitalized.
NOTE 2. BASIS OF PRESENTATION
The Statement of Gross Income and Direct Operating Expenses excludes the
following expenses which are not comparable with those resulting from the
proposed future operations of the Property:
- - Depreciation and amortization expense
- - Mortgage interest expense
Property taxes have not been adjusted to reflect the estimated reassessed value
of the Property after acquisition by BRE.
BRE has not provided for federal income taxes because it believes it qualifies
as a real estate investment trust under Section 856-860 of the Internal Revenue
Code and similar California statutes and distributes substantially all of its
taxable income to its shareholders.
BRE is not aware of any material factors relating to the Property that would
cause the reported financial information not to be indicative of future
operating results.
8
