<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
( ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
OR
( X ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission file number 0-5305
BRE PROPERTIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 94-1722214
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Montgomery Street
Telesis Tower, Suite 2500
San Francisco, CA 94104-5525
- ------------------------------ ------------------------
(Address of principal office) (Zip Code)
Registrant's telephone
number, including area code (415) 445-6530
------------------------
Former fiscal year - July 31, 1995 (Current December 31, 1995)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X . No .
--------- -------
Number of shares of Class A common stock
outstanding as of June 30, 1996 32,692,336
----------------------
<PAGE>
BRE PROPERTIES, INC.
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PART I FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
BALANCE SHEETS (Dollar amounts in thousands) (unaudited)
- --------------------------------------------------------------------------------
June 30, December 31,
1996 1995
----------- -----------
ASSETS
Investments in rental properties $696,198 $370,116
Less: Accumulated depreciation and amortization (54,030) (48,036)
----------- -----------
642,168 322,080
Investments in limited partnerships 2,811 1,322
----------- -----------
Real estate portfolio 644,979 323,402
Mortgage loans, net 8,941 5,727
Cash and short-term investments 701 16,057
Other assets 7,767 9,709
----------- -----------
Total assets $662,388 $354,895
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage loans payable $133,763 $112,290
Unsecured notes payable and lines of credit 111,000 -
Accounts payable and accrued expenses 6,996 3,357
----------- -----------
Total liabilities 251,759 115,647
----------- -----------
Shareholders' equity
Class A common stock, $0.01 par value, 50,000,000
shares authorized. Shares issued and outstanding
32,692,336 at June 30, 1996 and 21,941,730 at
December 31, 1995 327 219
Additional paid-in capital and undistributed earnings 410,302 239,029
----------- -----------
Total shareholders' equity 410,629 239,248
----------- -----------
Total liabilities and shareholders' equity $662,388 $354,895
----------- -----------
----------- -----------
See notes to financial statements.
2
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BRE PROPERTIES, INC.
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STATEMENTS OF INCOME (unaudited)
(Amounts in thousands, except in per share data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30 June 30
--------------------- ---------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE
Rental income $24,413 $14,107 $40,760 $28,345
Other income 2,436 1,755 4,914 3,442
------- ------ ------ ------
Total revenue 26,849 15,862 45,674 31,787
------- ------ ------ ------
EXPENSES
Real estate expenses 7,909 4,901 13,674 9,956
Provision for depreciation and
amortization 3,536 1,951 5,725 3,909
Interest expense 4,460 1,891 6,913 3,796
General and administrative 1,092 1,325 2,126 2,633
------- ------- ------- -------
Total expenses 16,997 10,068 28,438 20,294
------- ------- ------- -------
Income before gain on sales of investments 9,852 5,794 17,236 11,494
Net gain (loss) on sales of investments 226 ( 2,000) 226 (880)
------- ------ ------ ------
NET INCOME $10,078 $ 3,794 $17,462 $10,613
------- ------- ------- -------
------- ------- ------- -------
Income per share
Primary
Income before gain on
sales of investments $ .30 $ .26 $ .61 $ .53
Net gain (loss) on sales of investments 01 (.09) .01 (.04)
------- ------- ------- -------
Net income per share $ .31 $ .17 $ .62 $ .49
------- ------- ------- -------
------- ------- ------- -------
Dividends paid or declared $ .330 $ .315 $ .67 $ .63
------- ------- ------- -------
------- ------- ------- -------
Weighted average shares outstanding 32,670 21,890 28,080 21,880
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
See notes to financial statements
3
<PAGE>
BRE PROPERTIES, INC.
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STATEMENT OF CASH FLOWS (Dollar amounts in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
----------------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 17,462 $ 10,613
Non-cash revenues and expenses included in income:
Provision for depreciation and amortization 5,994 3,436
(Gain)on sales of investments (226) (880)
(Increase) decrease in accounts receivable (3,214) 238
Increase in accounts payable and other liabilities 3,639 484
Change in other assets 1,942 (1,150)
----------- ------------
CASH FLOWS GENERATED BY OPERATING ACTIVITIES 25,597 12,741
----------- ------------
Cash flows from investing activities:
Rental property activity:
Additions to / (Sales) of land and buildings, net (60,751) 3,651
Other investing activities 434 12
----------- ------------
NET CASH FLOWS (USED IN) GENERATED BY INVESTING ACTIVITIES (60,317) 3,663
----------- ------------
Cash flows from financing activities:
Mortgage loans payable:
Principal payments (728) (480)
Lines of credit:
Advances 47,000 -
Principal repayments (9,200) -
Proceeds from exercises of stock options 413 385
Dividends paid (18,121) (13,774)
----------- ------------
NET CASH FLOWS GENERATED BY (USED IN) FINANCING ACTIVITIES 19,364 (13,869)
----------- ------------
(Decrease) increase in cash and short-term investments (15,356) 2,535
Balance at beginning of period 16,057 3,887
----------- ------------
Balance at end of period $ 701 $ 6,422
----------- ------------
----------- ------------
</TABLE>
See notes to financial statements
4
<PAGE>
BRE PROPERTIES, INC.
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NOTES TO FINANCIAL STATEMENTS (unaudited)
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June 30, 1996
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and should be read in conjunction with the
company's Annual Report on Form 10-K for the fiscal year ended July 31, 1995 and
transition report Form 10-K for the five months ended December 31, 1995,
together with the portions of the company's 1995 Annual Report to shareholders
incorporated therein by reference. In the opinion of management, all
adjustments (consisting of normal recurring adjustments only) have been made
which are necessary for a fair statement of the results for the interim period
presented herein.
BRE has elected to recast the full comparative periods pursuant to the change
made in May 1996 in the fiscal year to a calendar year end effective December
31, 1995. Therefore, amounts presented reflect the financial position and
results of operations from January 1, 1996 to June 30, 1996 and the comparative
period for the prior year. Certain reclassifications have been made to the 1995
financial statements to conform to the presentation of the 1996 financial
statements.
NOTE B - STOCK SPLIT
In May 1996, the Directors approved a two-for-one stock split to be effected in
the form of a stock dividend to Shareholders of record as of June 7, 1996,
payable on June 27, 1996. All share and per share information in these
financial statements has been retroactively restated for the stock split.
NOTE C - NET INCOME PER SHARE
Net income per share is based upon the average weighted number of shares
outstanding during the periods.
NOTE D - UNSECURED DEBT
In April 1996, the BRE entered into two lines of credit totaling $100,000,000 at
LIBOR plus 1.0% as to $30,000,000 and LIBOR plus 1.25% for the remaining
$70,000,000. Borrowings under these agreements totaled $56,000,000 as of June
30, 1996. Additionally, as part of the Merger with Real Estate Investment Trust
of California completed in March 1996, the Company assumed unsecured debt of
$55,000,000.
NOTE E - LITIGATION
The company, because of the nature of its business, is sometimes subject to
various threatened or filed legal claims, including certain environmental
actions. While it is not
5
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BRE PROPERTIES, INC.
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feasible to predict or determine the ultimate outcome of these matters, in the
opinion of management, none of these actions, individually or in the aggregate,
will have a material effect on the company's results of operations, cash flows,
liquidity or financial position.
NOTE F - COMMITMENTS
BRE has entered into a development and option agreement with Picerne Development
Corporation for the development of Arcadia Cove, a 432-unit apartment complex
in Phoenix, Arizona. The development is being financed through two loans to
Picerne made by Wells Fargo Bank. The amounts available under the two loans are
$4,226,000 (standing loan) and $19,125,000 (construction loan), for a total of
$23,351,000. As of June 30, 1996, $18,635,000 was outstanding under the loans.
BRE has guaranteed repayment of the loans. Pursuant to the agreement the
acquisition of the property was completed in July 1996. The total cost of the
property was approximately $24,400,000. Portions of certain additional costs
will be capitalized until the property achieves stabilized occupancy, which is
projected to be within one year of the acquisition.
In addition, BRE has committed to purchase Phase II of Newport Landing
Apartments, in Glendale, Arizona. BRE purchased the adjacent 240-unit Phase I in
September 1995, for $9,235,000. Phase II, also planned for 240 units, is
currently being developed, with construction expected to be completed by the
third calendar quarter end 1996. Picerne, which developed Phase I, is also
developing Phase II for BRE. The cost for Phase II is projected to be
$12,940,000.
The company has also committed to purchase Berkshire Court, an apartment complex
with 266 units under construction near Portland, Oregon at a price of
$16,410,000. BRE purchased the property following its completion in accordance
with plans and specifications, plus attainment of certain occupancy levels in
July 1996.
In addition, BRE has committed to purchase Sycamore Valley Apartments, 440 units
located in Fountain Valley, California at a price of $23,593,000. Previously
known as the Shakewood Apartments, BRE owned the land under the improvements
until 1991, when BRE sold the land to the current owners, who own both the land
and the improvements. The owners are a public limited partnership, with
approximately 1,500 investors, whose approval is required for the sale of the
property to BRE. Such approval is anticipated by the third calendar quarter of
1996.
The summary of total commitments outstanding is as follows:
Dollar Amounts in
Units thousands
----- ---------
Arcadia Cove (acquired 7/96) 432 $24,400
Newport Landing II 240 12,940
Berkshire Court (acquired 7/96) 266 16,410
Sycamore Valley 440 23,593
--------- ------------
1,378 $77,343
------ --------
------ --------
6
<PAGE>
BRE PROPERTIES, INC.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
June 30, 1996
LIQUIDITY AND CAPITAL RESOURCES
The company's cash and short-term investments totaled $701,000 at June 30, 1996,
down from $16,057,000 at December 31, 1995. These funds have been used
primarily to fund property acquisitions under the Company's business plan to
become the preeminent multi-family real estate investment trust in the Western
United States. The Company will continue its planned disposition of non-core
assets to generate additional funds to be re-deployed into multi-family assets.
BRE purchased two properties in the Northwest during the quarter ended June 30,
1996. The Ballinger Commons Apartments complex located in North Seattle with 485
units was acquired for $29,400,000. Thrasher's Mill Apartments in Bothell,
Washington was purchased for $10,300,000 and has 214 units. These two
acquisitions along with the Candlewood North Apartments acquired in February
1996, aggregate $49.8 million and add a total of 888 units to the portfolio for
the six month period ended June 30, 1996.
In conjunction with the acquisition of the Ballinger Commons Apartments and
Thrasher's Mill Apartments, BRE utilized its bank lines of credit by borrowing
$26,000,000 and $13,000,000 under separate credit facilities.
In addition, as more fully discussed in Note D of Notes to Financial Statements,
BRE has committed a total of $77,343,000 for the purchase of four apartment
communities. These acquisitions may be funded through a combination of tax-
deferred exchanges, cash and borrowings under the Company's lines of credit.
BRE has announced an agreement to sell 47 acres of land under a large apartment
complex in Daly City, California to the owner of the improvements for a cash
purchase price of $58 million. The sale is intended to be treated as a series
of tax-deferred exchanges into apartment properties. BRE's basis in the land
for both book and tax purposes is $7.4 million; accordingly, the company would
realize a one-time non-recurring gain on sale of (after selling costs,
amortization of the deferred advisory fee and other title and closing costs)
approximately $49.3 million. The sale was completed in July 1996.
BRE has under contract for sale seven light industrial properties for
approximately $29,400,000. The seven properties under contract represent
approximately 380,000 square feet or approximately 42% of BRE's
industrial/commercial portfolio. The aggregate book value of the properties and
the cost of sale approximates the total purchase price. The sale was completed
in July 1996.
7
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BRE PROPERTIES, INC.
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In addition to cash and short-term investments, the company has available bank
lines of credit totaling $100,000,000. There were borrowings of $56,000,000
outstanding under the lines of credit at June 30, 1996. The company used a
portion of the lines of credit to fund the cash portion of the purchase price
for the apartment acquisitions described above. These credit lines give the
company added flexibility to implement its growth strategy.
As reported earlier in the year, pursuant to the Merger with RCT on March 15,
1996, BRE (i) acquired $274,400,000 in equity investments in real estate, (ii)
assumed secured and unsecured RCT notes payable of $95,400,000, and other
liabilities totaling $8,000,000, and (iii) issued 10,684,436 shares of Class A
common stock valued at $171,000,000 for the conversion of RCT shares of
beneficial interest.
RESULTS OF OPERATIONS
Net income for the quarter and six months ended June 30, 1996 was $10,078,000
($.31 per share) and $17,462,000 ($.62 per share), compared to $3,794,000 ($.17
per share) and $10,613,000 ($.49 per share) for the same quarter and six months
last year. All per share amounts have been retroactively adjusted to reflect
the 2 for 1 stock split as of June 27, 1996 and the change in financial
reporting year end. On May 20, 1996, the Company elected to change its year end
from July 31 to December 31, effective December 31, 1995.
Funds from operations totaled $13,388,000 and $22,961,000 for the quarter and
six months ended June 30, 1996, up 17% and 15% from the same periods last year
on a per share basis. Funds from operations is defined as net income (computed
in accordance with generally accepted accounting principles), excluding gains
(or losses) from debt restructuring and sales of property, plus provisions for
depreciation, amortization and possible investment losses. Because
income-producing properties are typically evaluated without taking into account
non-cash charges such as provisions for depreciation, amortization and possible
investment losses, management believes that funds from operations is an
appropriate supplemental measure of the company's operating performance.
At June 30, 1996, overall occupancy levels by property asset class were as
follows:
PROPERTY TYPE OVERALL OCCUPANCY
-----------------------------------------------------------------
Apartments 94%
Other Real Estate Assets 96%
The overall occupancy for the apartment portfolio is calculated by multiplying
the occupancy for each property by the number of apartment units and dividing by
the total number of apartment units. The overall occupancy for the other real
estate assets is calculated by multiplying the occupancy for each property by
its square footage and
8
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BRE PROPERTIES, INC.
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dividing by the total square footage of all the non-core assets.
REVENUE
Rental income rose 73% for the quarter and 44% for the six months ended June 30,
1996 from the comparable periods last year. The increases reflect the
properties acquired upon consummation of the Merger, new acquisitions and
improved performance of existing apartment communities. In addition, two vacant
properties were sold in the third and fourth quarters of 1995, for
approximately $13,000,000, and those proceeds were reinvested in multi-family
investments.
EXPENSES
Operating expenses of equity investments increased 67% and 40% for the quarter
and six months ended June 30, 1996 from the year earlier periods, primarily due
to properties added to the portfolio through the Merger and expenses on the new
apartment acquisitions.
For the quarter and six month period ended June 30, 1995, general and
administrative expenses were $1,092,000 and $2,126,000 as compared to $1,325,000
and $2,633,000 for the prior year.
Interest expense was up $2,569,000 and $3,177,000 from the comparable quarter
and six months last year. This increase reflected the notes assumed as part of
the Merger; utilization of bank credit lines to acquire Ballinger Commons and
Thrasher's Mill Apartments; and new mortgage loans, assumed since August 1,
1994, on Camino Seco Village, Colonia del Rio, Fountain Plaza, Hacienda del Rio,
Oracle Village, SpringHill and Verandas Apartments.
DIVIDENDS
The $.33 per share dividend was declared and paid for the quarter ended June 30,
1996. The dividend exceeded reportable net income.
On May 20, 1996, the Directors approved a two-for-one stock split to be effected
in the form of a stock dividend to shareholders of record June 7, 1996, payable
on June 27, 1996.
9
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BRE PROPERTIES, INC.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
1. On April 30, 1996, the company announced the selection of John
McMahan by the Board of Directors of the company to be Chairman of
the Board. Mr. McMahan who has been a member of the Board of Directors
since 1993 succeeds Arthur G. von Thaden who will continue to serve as
a director of the company.
2. Proforma information on results of operations related to Merger with
Real Estate Investment Trust of California as if Merger had occurred
at the beginning of each period reported in this Form 10-Q:
Unaudited (000's, For the Three Months For the Six
except per share data) Ended June 30 Months Ended June 30
1996 1995 1996 1995
---- ---- ---- ----
Revenues $ 26,800 $ 24,300 $ 54,100 $ 48,600
Net income $ 10,100 $ 6,600 $ 21,300 $ 16,000
Net income per share $ .31 $ .20 $ .65 $ .50
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 11 - Primary and Fully Diluted Earnings per Share.
(b) Reports on Form 8-K. The company filed a Current Report on Form
8-K on April 1, 1996 regarding the merger of Real Estate
Investment Trust of California (RCT) into BRE Properties, Inc.,
in accordance with the terms and conditions of the Agreement and
Plan of Merger, dated October 11, 1995, as amended.
The Company filed a Current Report on Form 8-K/A on May 21, 1996
which amended the Report on Form 8-K filed on April 1, 1996.
Included in the amendment was the pro forma financial information
not available at the time of the April 1, 1996 filing of the Form
8-K.
10
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BRE PROPERTIES, INC.
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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 thereunto duly authorized.
BRE PROPERTIES, INC.
(Registrant)
Date July 14, 1996 /s/LeRoy E. Carlson
- ---------------------- --------------------
Executive Vice President,
Chief Financial Officer and Secretary
11
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BRE PROPERTIES, INC.
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EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARESTATEMENT OF EARNINGS PER SHARE
- --------------------------------------------------------------------------------
STATEMENT OF EARNINGS PER SHARE
Average shares outstanding are computed by adding the shares outstanding at each
month end and dividing that result by the number of months elapsed in the year-
to-date period.
<TABLE>
<CAPTION>
Primary Earnings per Share:
For the three months ended For the six months ended
June 30 June 30
---------------------------- ----------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Average shares outstanding 32,670,000 21,890,000 28,080,000 21,880,000
Net income before (loss) gain
on sales of investments (a) $ 9,852,000 $ 5,794,000 $17,236,000 $11,494,000
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
Computation $ .30 $ .26 $ .61 $ .53
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
Net (loss) gain on sales of
investments (a) $ 226,000 $(2,000,000) $ 226,000 $ (880,000)
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
Computation $ .01 $ (.09) $ .01 $ (.04)
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
EARNINGS PER SHARE (a) $ .31 $ .17 $ .62 $ .49
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
Additional Primary Computation:
<CAPTION>
For the three months ended For the six months ended
June 30 June 30
---------------------------- ----------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Average shares outstanding 32,670,000 21,890,000 28,080,000 21,880,000
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
Additional adjustment for
dilutive effect of outstanding
options (as determined by the
application of the treasury
stock method): 250,000 15,000 201,000 17,000
------------ ------------ ------------ -----------
Weighted average number of
shares outstanding, as adjusted 32,920,000 21,905,000 28,281,000 21,897,000
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
Primary earnings per share, as
adjusted - Net income (b) $ .31 $ .17 $ .62 $ .48
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
</TABLE>
12
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BRE PROPERTIES, INC.
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Fully Diluted Earnings per Share
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30 June 30
---------------------------------------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (a) 10,078,000 3,794,000 17,462,000 10,614,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
Average shares outstanding 32,670,000 21,890,000 28,080,000 21,880,000
Additional dilutive effect of
outstanding options
(as determined by the application
of the treasury stock method) 327,000 18,000 267,000 18,000
------------ ----------- ------------ ------------
Weighted average number of
shares, as adjusted 32,997,000 21,908,000 28,347,000 21,898,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
Fully diluted earnings per
share - Net income (b) $ .31 $ .17 $ .62 $ .48
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
</TABLE>
(a) These amounts agree with the related amounts in the Statements of Income.
(b) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 701
<SECURITIES> 0
<RECEIVABLES> 8941
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 696198
<DEPRECIATION> (54030)
<TOTAL-ASSETS> 662388
<CURRENT-LIABILITIES> 6996
<BONDS> 244763
0
0
<COMMON> 327
<OTHER-SE> 410302
<TOTAL-LIABILITY-AND-EQUITY> 662388
<SALES> 40760
<TOTAL-REVENUES> 45674
<CGS> 0
<TOTAL-COSTS> 11445
<OTHER-EXPENSES> 1092
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4460
<INCOME-PRETAX> 10078
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10078
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
