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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: February 12, 1997 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 YEAR ENDED DECEMBER 31, 1996
This unaudited pro forma statement of operations reflects the results of
operations of BRE Properties, Inc. ("BRE") for the year ended December 31, 1996,
giving effect to the acquisition by BRE of Promontory Point Apartments, San
Ramon, California for $43,700,000 (completed on December 31, 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
Form 10-K for the year ended December 31, 1996. 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>
BRE PROMONTORY
AS REPORTED POINT TWELVE
YEAR ENDED MONTHS ENDED
(IN THOUSANDS, EXCEPT PER DECEMBER 31, DECEMBER 31, PRO FORMA PRO-FORMA
SHARE AMOUNTS) 1996 1996 ADJUSTMENTS RESULTS
---- ---- ----------- -------
<S> <C> <C> <C> <C>
Revenues:
Rental . . . . . . . . . . . . . . . . . . $93,135 $4,450 $97,585
Other. . . . . . . . . . . . . . . . . . . 8,516 160 8,676
------------------------------------------------ --------
101,651 4,610 106,261
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Expenses:
Depreciation . . . . . . . . . . . . . . . 13,283 - 874 (a) 14,157
Interest . . . . . . . . . . . . . . . . . 16,325 - 2,884 (b) 19,209
Other. . . . . . . . . . . . . . . . . . . 35,029 1,272 36,301
------------------------------------------------ --------
64,637 1,272 3,758 69,667
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Net income before gains on
sales of investments in
rental properties 37,014 3,338 (3,758) 36,594
------------------------------------------------ --------
Gains on sales of
investments in rental
properties 52,825 - - 52,825
------------------------------------------------ --------
Net income . . . . . . . . . . . . . . . . . $89,839 $3,338 ($3,758) $89,419
------------------------------------------------ --------
------------------------------------------------ --------
Net income per share:
Income before net gain
on sales of investments
in rental properties . . . . . . . . . . $1.21 $1.20
Net gain on sales of
investments in rental properties . . . . $1.73 $1.73
-------- --------
Net income per share $2.94 $2.93
-------- --------
-------- --------
Weighted average shares
outstanding. . . . . . . . . . . . . . . . 30,520 30,520
-------- --------
-------- --------
</TABLE>
See notes and assumptions to unaudited pro forma statement of operations
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BRE PROPERTIES, INC.
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(a) Depreciation for the period January 1, 1996 to December 31, 1996, based
upon a 40 year life and a purchase price of $43,700,000.
(b) Interest expense for the period January 1, 1996 to December 31, 1996, on
borrowed funds of $43,700,000 under BRE's lines of credit at an interest rate of
6.6%.
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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 Promontory Point Apartments for the year ended December 31, 1996.
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
Promontory Point Apartments for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.
Ernst and Young, LLP
San Francisco, California
February 10, 1997
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PROMONTORY POINT APARTMENTS
STATEMENT OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
(Amounts in thousands)
GROSS INCOME
Rental income . . . . . . . . . . . . . . . . . . . . . $4,450
Other income. . . . . . . . . . . . . . . . . . . . . . 160
------
4,610
DIRECT OPERATING EXPENSES - NOTE 2
Property taxes. . . . . . . . . . . . . . . . . . . . . 394
Salaries and wages. . . . . . . . . . . . . . . . . . . 325
Utilities . . . . . . . . . . . . . . . . . . . . . . . 112
Repairs and maintenance . . . . . . . . . . . . . . . . 153
Management fees . . . . . . . . . . . . . . . . . . . . 163
Insurance . . . . . . . . . . . . . . . . . . . . . . . 60
General and administrative. . . . . . . . . . . . . . . 65
------
1,272
------
TOTAL GROSS INCOME AND DIRECT OPERATING EXPENSES . . . . . . $3,338
------
------
See report of independent auditors and accompanying notes to the statement of
gross income and direct operating expenses.
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PROMONTORY POINT APARTMENTS
NOTES TO STATEMENT OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICY
BRE Properties, Inc. ("BRE") acquired Promontory Point Apartments ("the
Property") on December 31, 1996 from an unrelated party. The Property is a 400-
unit apartment community located in San Ramon, 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.
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