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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1994
[_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ______________ to ________________
Commission file number 1-9524
BURNHAM PACIFIC PROPERTIES, INC.
- - --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
California 33-0204162
- - ------------------------------------------ ------------------------------
(State of other jurisdiction (IRS Employer
of incorporation) Identification No.)
610 West Ash Street, San Diego, California 92101
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(Address of principal executive offices) (Zip Code)
(619) 232-2001
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Registrant's telephone number, including area code
NA
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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 the Registrant's common stock outstanding at April 28, 1994:
15,534,263
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PART 1 FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
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BURNHAM PACIFIC PROPERTIES, INC.
BALANCE SHEETS
MARCH 31, 1994 AND DECEMBER 31, 1993
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS March 31, 1994 December 31, 1993
-------------- -----------------
<S> <C> <C>
Property $384,816 $383,863
Less Accumulated Depreciation (43,286) (40,751)
-------- --------
Property-Net 341,530 343,112
Cash and Cash Equivalents 1,168 900
Receivables-Net 7,385 7,393
Other Assets 8,837 8,857
-------- --------
Total $358,920 $360,262
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable and Other Liabilities $ 2,901 $ 1,976
Accrued Interest on Convertible
Debentures 665 1,650
Tenant Security Deposits 948 940
Notes Payable 114,186 115,253
Convertible Debentures 38,350 42,354
Line of Credit Advances 5,000 5,000
-------- --------
Total Liabilities 162,050 167,173
-------- --------
Stockholders' Equity:
Preferred Stock, 5,000,000 Shares
Authorized; No Shares Issued or
Outstanding
Common Stock, No Par Value,
40,000,000 Shares Authorized;
15,353,482 and 14,987,097 Shares
Outstanding at March 31, 1994
and December 31, 1993, Respectively 236,821 231,021
Dividends Paid in Excess of Net Income (39,951) (37,932)
-------- --------
Total Stockholders' Equity 196,870 193,089
-------- --------
Total $358,920 $360,262
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</TABLE>
See the Accompanying Notes
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BURNHAM PACIFIC PROPERTIES, INC.
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
REVENUES THREE MONTHS ENDED
-------------------------------
March 31, 1994 March 31, 1993
-------------- --------------
<S> <C> <C>
Rents $12,714 $8,290
Interest 86 202
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Total Revenues 12,800 8,492
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COSTS AND EXPENSES
- - ------------------
Interest 2,987 3,088
Rental Operating 3,033 1,852
General and Administrative 570 354
Depreciation and Amortization 2,874 2,026
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Total Costs and Expenses 9,464 7,320
------- ------
Net Income $ 3,336 $1,172
======= ======
Net Income Per Share $ 0.22 $ 0.13
======= ======
Dividends Per Share $ 0.35 $ 0.34
======= ======
</TABLE>
See the Accompanying Notes
3
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BURNHAM PACIFIC PROPERTIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31, March 31,
1994 1993
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 3,336 $ 1,172
Adjustments to Reconcile Net Income to
Net Cash Provided By Operating
Activities:
Depreciation and Amortization 2,874 2,026
Changes in Other Assets and
Liabilities:
Receivables and Other Assets (1,226) 44
Accounts Payable and Other (60) (2,446)
Tenant Security Deposits 8 (24)
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Net Cash Provided By Operating
Activities 4,932 772
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CASH FLOWS FROM INVESTING ACTIVITIES
Payments for Acquisitions of Property (907) (334)
Principal Payments on Notes Receivable 717
------- -------
Net Cash Used For Investing Activities (190) (334)
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CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings Under Line of Credit
Agreements 5,020 2,500
Repayments Under Line of Credit
Agreements (5,820)
Principal Payments of Notes Payable (267) (1,314)
Issuance of Stock-Net 1,312 327
Dividends Paid (5,355) (3,186)
Dividend Reinvestment 636 485
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Net Cash Used For Financing Activities (4,474) (1,188)
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Net Increase (Decrease) in Cash and
Cash Equivalents 268 (750)
Cash and Cash Equivalents at Beginning
Of Period 900 2,060
------- -------
Cash and Cash Equivalents at End Of
Period $ 1,168 $ 1,310
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash Paid During Three Months For
Interest $ 3,976 $ 5,002
======= =======
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
Conversion of Debentures Into Common
Stock $ 4,004 $ 8,112
======= =======
</TABLE>
See the Accompanying Notes
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BURNHAM PACIFIC PROPERTIES, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1994, DECEMBER 31, 1993, AND MARCH 31, 1993
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements are unaudited but, in the opinion of
management, reflect all normal recurring adjustments necessary for a fair
presentation of operating results. These financial statements should be
read in conjunction with the latest audited financial statements of Burnham
Pacific Properties, Inc. at December 31, 1993. Certain of the 1993 amounts
have been reclassified to conform to 1994 presentation.
Dividends Per Share - Dividends of 35 cents per share were paid on March
31, 1994 to shareholders of record on March 21, 1994.
2. EARNINGS PER SHARE
Earnings per share is computed by dividing the net income for the
respective periods by the weighted average number of shares outstanding
during the applicable period. The computations follow:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31, 1994 March 31, 1993
-------------- --------------
<S> <C> <C>
Net Income $3,336,000 $1,172,000
Weighted Average Number
of Shares Outstanding 15,111,608 9,123,480
----------- ----------
Net Income Per Share $0.22 $0.13
===== =====
</TABLE>
3. REGISTRATION STATEMENT
During September 1993, the Corporation filed with the Securities and
Exchange Commission a $200 million shelf registration statement on Form
S-3. This registration statement was filed for the purpose of issuing
either common stock or debentures for the purpose of repaying outstanding
debt, potential future acquisitions of commercial properties and for
general corporate purposes. As of March 31, 1994, no such issuances have
occurred.
4. SUBSEQUENT EVENTS
DEBENTURE CONVERSIONS - From April 1, 1994 to April 28, 1994, 145,000
shares of the Corporation's Common Stock were issued as a result of the
conversion of 2,320 debentures due 2002 with a book value of $2,320,000.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- - -------- ---------------------------------------------------------------
RESULTS OF OPERATIONS.
----------------------
(1) MATERIAL CHANGES IN FINANCIAL CONDITION
March 31, 1994 and December 31, 1993:
During the three months ended March 31, 1994, 250,248 shares of the
Corporation's common stock were issued as a result of the conversion of
$4,004,000 of the Corporation's convertible debentures and 106,095 shares were
issued for $1,841,000 under the Dividend Reinvestment and Optional Cash Payment
Plan. The Corporation experienced no other material changes in financial
condition.
(2) MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended March 31, 1994 and 1993:
Net income increased $2,164,000 or 185%, to $3,336,000 ($0.22 per share) for the
three months ended March 31, 1994 from $1,172,000 ($0.13 per share) for the same
period in 1993. Funds from operations increased $3.0 million, or 94%, to $6.2
million for the same period. These increases were primarily due to new property
acquisitions and financing activities during 1993.
For the three months ended March 31, 1994, compared to the same period in 1993,
the Corporation experienced an increase in rental revenue of $4.4 million of
which $1.5 million was due to the April 1993 acquisition of the Pacific West
Outlet Center, $101,000 was due to the September 1993 acquisition of the
remaining 50% interest in the Navajo Shopping Center, $93,000 was due to the
September 1993 acquisition of the remaining 50% interest in the Village Station
Shopping Center, $124,000 was due to the October 1993 acquisition of the K-Mart
building and $2.0 million was due to the Plaza at Puente Hills acquired in
October 1993. Interest income during the 1994 period was less than 1993
primarily due to the reduction of $1.9 million of notes receivable related to
the Navajo Shopping Center and lower prevailing interest rates.
Interest expense decreased $100,000 for the three months ended March 31, 1994 to
$3.0 million, as compared to $3.1 million for the same period in 1993. This was
primarily due to the conversion of $40.5 million of Convertible Debentures
during 1993 and the first quarter of 1994, and the paydown of $29.5 million in
notes payable and credit line advances from the proceeds of the April 1993
public offering, offset by $58.0 million of credit line advances for the
purchase of the Plaza at Puente Hills in October 1993.
Rental operating expenses were $3.0 million for the three months ended March 31,
1994, and $1.9 million for the same period in 1993, and Depreciation and
Amortization was $2.9 million for the three months ended March 31, 1994 and $2.0
million for the same period in 1993. These increases were primarily the result
of the property additions made by the Corporation during 1993.
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(3) LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 1994, the Corporation obtained an
additional $5.0 million of capacity on its $25.0 million revolving secured line
of credit. This additional capacity brings the Corporation's total credit line
availability to $70.0 million, consisting of $30.0 million revolving secured
line, $35.0 million non-revolving secured line and $5.0 million unsecured line.
In addition, the Corporation obtained an extension on the maturity date of the
$35.0 million non-revolving secured line to July 1, 1994, at which time the
Corporation has the option to convert any outstanding borrowings into a term
loan.
At March 31, 1994, the Corporation had $63.3 million outstanding under its bank
lines of credit including $23.3 million under its $30.0 million revolving
secured line, $35.0 million under its $35.0 million non-revolving secured line
and $5.0 million under its $5.0 million unsecured line. Such amounts were
borrowed primarily to finance the October 1993 acquisition of the Plaza at
Puente Hills.
During September 1993, the Corporation filed with the Securities and Exchange
Commission a $200 million shelf registration statement on Form S-3. This
registration statement was filed for the purpose of issuing either common stock
or debentures for the purpose of repaying outstanding debt, potential future
acquisitions of commercial properties and for general corporate purposes. As of
March 31, 1994, no such issuances have occurred.
The Corporation expects that its sources of capital, including cash flow from
operations, potential mortgage financing, bank lines of credit, and the public
equity and debt markets are adequate to provide necessary funds for corporate
obligations, the payment of dividends, and other corporate needs in the
foreseeable future under current conditions.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
The Corporation was not a party to any material legal proceedings during the
period covered by this report or subsequently.
ITEM 2. CHANGES IN SECURITIES:
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
Not Applicable.
ITEM 5. OTHER INFORMATION:
Not Applicable.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Not applicable.
(b) No reports on form 8-K were filed during the period covered by this report.
Subsequent to such period, the Corporation filed on April 4, 1994, Amendment
No. 1 filed on Form 8-K/A, pursuant to comments received dated March 24, 1994,
regarding Items 2 and 7 of the October 22, 1993 acquisition of the Plaza at
Puente Hills.
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.
BURNHAM PACIFIC PROPERTIES, INC.
Date: April 29,1994 By: //Louis J. Garday//
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Louis J. Garday, President
Date: April 29, 1994 By: //Jeffrey R. Fisher//
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Jeffrey R. Fisher,
Vice President/Finance
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