SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarter ended March 31, 1995.
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 1-8822
BEDFORD PROPERTY INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
MARYLAND 68-0306514
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
270 Lafayette Circle, Lafayette, CA 94549
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 283-8910
Indicate by check mark whether 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 Registrant was
required
to file such reports and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding as of May 8,1995
Common Stock, $0.01 par value 5,976,900 <PAGE>
BEDFORD PROPERTY INVESTORS, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
ITEM 1. FINANCIAL STATEMENTS
Statement 2
Consolidated Balance Sheets as of March 31, 1995
and December 31, 1994 3
Consolidated Statements of Income for the three
months ended March 31, 1995 and 1994 4
Consolidated Statements of Stockholders' Equity
for the three months ended March 31, 1995
and the year ended December 31, 1994 5
Consolidated Statements of Cash Flows for the three
months ended March 31, 1995 and 1994 6
Notes to Consolidated Financial Statements 7-10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis of Results of Operations
and Financial Condition 10-12
PART II. OTHER INFORMATION
Items 1-6 12-13
SIGNATURES 14
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENT
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. The information furnished reflects all adjustments which
are, in the opinion of management, necessary for a fair presentation of
results
of operations for the interim periods. Such adjustments are of a normal
recurring nature. These financial statements should be read in conjunction
with
the notes to financial statements appearing in the annual report to
stockholders
for the year ended December 31, 1994.
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
March 31, 1995
(unaudited) December 31, 1994
ASSETS:
Real estate investments:
Office buildings - held for sale $ 8,934 $ 8,928
Office buildings - held for
investment 23,052 23,022
Industrial buildings 26,292 26,253
58,278 58,203
Less accumulated depreciation 3,451 3,150
54,827 55,053
Cash 1,018 4,733
Other assets 2,497 2,508
Total assets $58,342 $62,294
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Bank loan payable 18,273 22,400
Accounts payable and accrued expenses 1,001 850
Dividend payable 568 568
Acquisition payable 600 600
Other liabilities 930 944
Total liabilities 21,372 25,362
Stockholders' equity:
Preferred stock, par value $0.01 per
share;authorized 10,000,000
shares, issued none - -
Common stock, par value $0.01 per
share; authorized 30,000,000
shares; 5,976,900 shares issued
and outstanding 60 60
Additional paid-in capital 107,151 107,151
Accumulated losses and distributions
in excess of net income (70,241) (70,279)
Total stockholders' equity 36,970 36,932
Total liabilities and
stockholders' equity $58,342 $62,294
See accompanying notes to consolidated financial statements.
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994 (unaudited)
(in thousands, except share and per share amounts)
1995 1994
Income:
Property operations:
Rental income $2,662 $1,856
Rental expenses:
Operating expenses 662 515
Real estate taxes 232 205
Depreciation and amortization 341 394
Income from property operations 1,427 742
Interest income 11 19
1,438 761
Expenses:
Interest 462 69
General and administrative 370 296
832 365
Income before gain on sale 606 396
Gain on sale:
Real estate investment - 1,193
Total gain on sale - 1,193
Net income $ 606 $ 1,589
Per common and common equivalent share:
Income before gain on sale 0.10 0.07
Gain on sale - 0.19
Net income per common and common
equivalent share $ 0.10 $0.26
Weighted average number of common
and common equivalent shares outstanding 6,138,530 6,136,263
See accompanying notes to consolidated financial statements.
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995 (unaudited)
AND THE YEAR ENDED DECEMBER 31, 1994
(in thousands, except per share data)
Accumulated
losses and
Additional distributions Total
Common paid-in in excess of stockholders'
stock capital net income equity
Balance,
December 31, 1993 $60 $107,147 $(71,766) $35,441
Issuance of common stock - 4 - 4
Net income - - 3,609 3,609
Dividends ($0.355 per share) - - (2,122) (2,122)
Balance,
December 31, 1994 $60 107,151 (70,279) 36,932
Net income - - 606 606
Dividend ($0.095 per
share) - - (568) (568)
Balance, March 31, 1995 $60 $107,151 $(70,241) $36,970
See accompanying notes to consolidated financial statements.
<PAGE>
BEDFORD PROPERTY INVESTORS
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994 (unaudited)
(in thousands)
1995 1994
Operating Activities:
Net income $ 606 $ 1,589
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 406 443
Gain on sale of real estate investment - (1,193)
Change in operating assets and
liabilities, net 43 (409)
Net cash provided by operating activities 1,055 430
Investing Activities:
Investments in real estate (75) (7,666)
Proceeds from sale of real estate investment - 8,289
Net cash provided (used)
by investing activities (75) 623
Financing Activities:
Proceeds from bank loan 750 9,438
Repayments of bank loan (4,877) (11,059)
Payment of dividends (568) (418)
Net cash used by financing activities (4,695) (2,039)
Net decrease in cash (3,715) (986)
Cash at beginning of period 4,733 4,930
Cash at end of period $ 1,018 $ 3,944
Supplement disclosure of cash flow information
Cash paid during the period for interest $ 409 $ 24
See accompanying notes to consolidated financial statements.
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The Company and Basis of Presentation
The Company
On July 1,1993, the Company (formerly known as ICM Property Investors
Incorporated) reincorporated from the State of Delaware to the State of
Maryland
under a new name, Bedford Property Investors, Inc. Since July 1, 1993, the
Company's Common Stock has traded under the symbol "BED" on both the New York
and Pacific Stock Exchanges.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance
with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a fair presentation of financial
condition, results of operations, and cash flows in conformity with generally
accepted accounting principles. When necessary, reclassifications have been
made to prior period balances to conform to current period presentation.
Per Share Data
Per share data are based on the weighted average number of common and common
equivalent shares outstanding during the period. Stock options issued under
the
Company's stock option plans are considered common stock equivalents and are
included in the calculation of per share data if, upon exercise, they would
have
a dilutive effect.
<PAGE>
Note 2. Real Estate Investments
The following table sets forth the Company's real estate investments as of
March 31, 1995 (in thousands):
Less
Accumulated
Land Building Depreciation Total
Office Buildings:
IBM Building(1) $2,590 $6,344 $1,925 $ 7,009
Woodlands Tower II 945 6,082 236 6,791
1000 Town Center
Drive 1,785 4,670 178 6,277
Mariner Court 3,221 4,456 128 7,549
Village Green 556 1,337 22 1,871
Subtotal 9,097 22,889 2,489 29,497
Industrial Buildings:
Building 3
Contra Costa Diablo
Industrial Park 495 1,167 112 1,550
Building 8
Contra Costa Diablo
Industrial Park 877 1,551 149 2,279
Building 18,
Mason Industrial
Park 610 1,283 126 1,767
Building 6, Cody
Street Park 380 1,259 176 1,463
Building 3, Ninety-Ninth
Street Park 360 2,172 208 2,324
Dupont Industrial
Center 3,588 6,104 127 9,565
Milpitas Town Center 1,935 4,511 64 6,382
Subtotal 8,245 18,047 962 25,330
$17,342 $40,936 $3,451 $54,827
(1) Offered for sale.
Mariner Court
The property, a suburban three-story office building located in Torrance,
California, was purchased for $7,500,000 or $71 per square foot on January 5,
1994.
Dupont Industrial Center
The property, a three-building industrial complex located in Ontario,
California, was purchased for $9,750,000 or $22 per square foot on May 24,
1994.
Village Green
The property, a suburban three-building office complex located in Lafayette,
California, was purchased for $1,792,000 or $106 per square foot on July 7,
1994.
Milpitas Town Center
The property, consisting of two suburban research and development buildings
and
3.1 acres of entitled land, is located in Milpitas, California. It was
purchased for $6,320,000 or $62 per square foot (excluding the undeveloped
land), on August 11, 1994. The property has a Phase I environmental site
assessment which indicates that the groundwater under the property either has
been or may in the future be impacted by the migration of contaminants
originating from an off-site source. The responsible party has begun
remediation pursuant to a clean-up program which is backed by an insurance
policy from CIGNA up to $10 million. The Company does not believe that this
environmental matter will impair the future value of the property, although
there can be no assurance in this regard.
There has been no significant development in environmental matters or
proceedings since the filing of the Company's 1994 Annual Report on Form
10-K.
The Company internally manages the majority of its properties and maintains
centralized financial record keeping. For the IBM Building and Woodlands
Tower
II, the Company has subcontracted on-site maintenance to local maintenance
firms.
Note 3. Related Party Transactions
Since February 1993, all of the Company's activities relating to debt and
equity
financings and the acquisition of new properties have been handled through an
arrangement with Mr. Bedford whereby he provides acquisition and financing
personnel, allocable overhead costs, and the costs of all due diligence
conducted prior to an acquisition. Upon the completion of a financing or the
acquisition of a property, Mr. Bedford is paid a fee by the Company equal to
the
lesser of (a) 1-1/2% of the gross amount raised or 1-1/2% of the purchase
price
of the property, as the case may be, or (b) an amount equal to (i) the
aggregate
amount of costs funded by Mr. Bedford through the time of such acquisition or
financing minus (ii) the aggregate amount of fees previously paid to Mr.
Bedford
pursuant to such arrangement. In no event does the aggregate amount of fees
paid to Mr. Bedford exceed the aggregate amount of costs funded by Mr.
Bedford.
Such fees are capitalized by the Company as part of the direct costs of
acquisition and financing activities. As of March 31, 1995, the Company had
paid Mr. Bedford an aggregate of $903,000 pursuant to this arrangement, which
was $963,000 less than the amount of total acquisition and financing costs
funded by Mr. Bedford.
The Company is leasing 2,400 square feet of industrial space on a
month-to-month
basis at a market rental rate of $1,288 per month to a company wholly owned by
Mr. Bedford.
Note 4. Bank Loan Payable
In December 1993, the Company concluded an agreement with Bank of America for
a $20 million revolving line of credit for real estate acquisitions. In
August
1994, the maximum commitment amount of the facility was increased from $20
million to $23 million. The facility, which matures on January 1, 1997,
carries
an interest rate option of either prime plus 0.75% or an offshore rate,
similar
to LIBOR, plus 3.00%. The facility is secured by mortgages on Woodlands Tower
II, Mariner Court, Village Green, Milpitas Town Center, IBM Building, 1000
Town
Center Drive, and Dupont Industrial Center. At March 31, 1995, the Company
had
outstanding borrowings of $18,273,000 under the credit facility and a letter
of
credit issued under the facility in the amount of $600,000.
The daily weighted average amount owing to the bank was $17,867,000 and
$1,300,000 in the first three months of 1995 and 1994, respectively. The
weighted average interest rate in these periods was 9.04% and 6.85%,
respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Results of Operations - Three Months Ended March 31, 1995 Compared with Three
Months Ended March 31, 1994
Income
Income from property operations (defined as rental income less rental
expenses)
increased $685,000 or 92.3% for the three months ended March 31, 1995, as
compared to the same period in 1994. This is due primarily to an increase in
rental income of $806,000 for the first three months in 1995 compared to the
first three months in 1994, offset by an increase in rental expenses of
$121,000. The increase in rental income and expenses is primarily
attributable
to the increase in real estate investments.
Expenses
Interest expense, which includes amortization of loan fees, increased $393,000
or 569.6% for the first three months of 1995 compared with the same period in
1994. The increase is attributable to the Company's higher level of borrowing
on its credit facility combined with the increase in interest rates. The
amortization expense of loan fees was $56,000 and $46,000 in the first three
months of 1995 and 1994 respectively. General and administrative expenses
increased $74,000 or 25% for the first three months of 1995 compared with the
same period in 1994. The increase is attributable to the increased
administrative costs associated with a larger real estate portfolio.
Gain on Sale
On January 14, 1994, the Company sold its investment in the Texas Bank North
Building for $8,500,000 and recorded a gain of $1,193,000. The gain on the
sale
of the Texas Bank North Building primarily reflected a prior write-down of
this
asset based on a previous estimate of net realizable value.
Liquidity and Capital Resources
During the three months ended March 31, 1995, the Company's operating
activities
and bank borrowings provided cash flow in the amount of $1,805,000. The
Company
funded $75,000 of real estate investments, paid down the credit facility by
$4,877,000, and distributed dividends of $568,000.
In December 1993, the Company secured a $20 million revolving credit facility
with Bank of America. In August 1994, the maximum commitment amount of the
facility was increased from $20 million to $23 million. The facility was
used,
in part, to finance the acquisitions of Mariner Court, Dupont Industrial
Center,
Village Green, and Milpitas Town Center during the first nine months of 1994.
To minimize interest expense, the Company utilized a portion of its available
cash resources to reduce the outstanding borrowings under the line of credit.
The Company may re-borrow such amounts at its discretion. At March 31, 1995,
the Company was in compliance with the covenants and requirements of its
revolving credit facility with Bank of America.
In October 1994, the Company obtained a commitment from Bank of America to
increase its $23 million revolving line of credit to $60 million. The
availability of the increased commitment is subject to several performance
conditions which the Company believes it will be able to satisfy. Among other
provisions, the commitment provides for a three year term and a more
competitive
interest rate structure. The commitment expired on March 31, 1995. In
April,
Bank of America agreed to provide the Company with a six-month extension of
the
commitment from March 31, 1995 to September 30, 1995.
The Company anticipates that the cash flow generated by its real estate
investments and funds available under the above credit facility will be
sufficient to meet its short-term liquidity requirements.
The Company expects to fund the cost of acquisitions, capital expenditures,
costs associated with lease renewals and reletting of space, repayment of
indebtedness, and development of properties from (i) cash flow from
operations,
(ii) borrowings under the credit facility and, if available, other
indebtedness
(which may include indebtedness assumed in acquisitions), (iii) the sale of
real
estate investments, and (iv) the sale of equity securities and, possibly, the
issuance of equity securities in connection with acquisitions.
The ability to obtain mortgage loans on income producing property is dependent
upon the ability to attract and retain tenants and the economics of the
various
markets in which the properties are located, as well as the willingness of
mortgage lending institutions to make loans secured by real property. The
ability to sell real estate investments is partially dependent upon the
ability
of purchasers to obtain financing at commercially reasonable rates.
Potential Factors Affecting Future Operating Results
For the period ended March 31, 1994, net income was positively affected by the
gain on sale of real estate investment. The Company does not anticipate that
its 1995 net income will be materially impacted by gains on sales of real
estate
investments.
At the present time, borrowings under the Company's credit facility bear
interest at a floating rate. The Company anticipates that its results from
operations in 1995 will be impacted negatively by recent increases in interest
rates and substantial borrowings to finance property acquisitions.
While the Company has historically been successful in renewing and releasing
space, the Company will be subject to the risk that certain leases expiring in
1995 may not be renewed or the terms of renewal may be less favorable to the
Company than current lease terms. In 1995, both Contra Costa Diablo Building
3 and Building 8 will experience significant vacancies. However, the Company
expects to release the vacant spaces without any material adverse impact on
1995
operations. In addition, the Company expects to incur costs in making
improvements or repairs to its portfolio of properties required by new or
renewing tenants and expenses associated with brokerage commissions payable in
connection with the reletting of space.
Inflation
Most of the leases require the tenants to pay their share of operating
expenses,
including common area maintenance, real estate taxes and insurance, thereby
reducing the Company's exposure to increases in costs and operating expenses
resulting from inflation. Inflation, however, could result in an increase in
the Company's borrowing costs.
Dividends
Dividends declared for the first quarter of 1995 were $0.095 per share.
Consistent with the Company's policy, the dividend declared for the last
quarter
of 1994 was paid in 1995; as a result, the Company's statement of cash flows
for
the period ended March 31, 1995 and 1994 reflects dividends declared for the
fourth quarter of 1994 and 1993, respectively. The dividends declared for the
fourth quarter of 1994 and 1993 were $0.095 and $0.07 per share, respectively.
Funds From Operations
Funds From Operations (FFO) during the three months ended March 31, 1995 and
1994 amounted to $956,000 and $793,000 respectively. FFO was determined in
accordance with the National Association of Real Estate Investment Trusts'
interpretation published in March, 1995. FFO is defined as net income,
excluding gains or losses from debt restructuring and sales of property, plus
depreciation and amortization of assets related to real estate, after
adjustments for unconsolidated ventures. FFO, therefore, does not represent
cash generated from operating activities in accordance with generally accepted
accounting principles and should not be considered an alternative to net
income
as an indication of the Company's performance or to cash flow as a measure of
liquidity or its ability to pay distributions.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger dated July 1, 1993, between ICM
Property Investors Incorporated, a Delaware corporation, and
Bedford Property Investors, Inc., a Maryland corporation, is
incorporated herein by reference to the Company's registration
statement on Form 8-B/A filed March 6, 1994.
4.1 The Rights Agreement between ICM Property Investors Incorporated
and the Chase Manhattan Bank, N.A., dated July 18, 1989, is
incorporated herein by reference to Exhibit A, filed with the
Company's Form 8-K dated July 19, 1989.
4.2 Amendment No. 1 to the Rights Agreement, dated March 20, 1990,
between ICM Property Investors Incorporated and the Chase Manhattan
Bank, N.A., is incorporated herein by reference to Exhibit B, filed
with the Company's Form 8-K dated April 6, 1990.
4.3 Registration Rights Agreement dated as of December 5, 1990, between
ICM Property Investors Incorporated and Peter B. Bedford, is
incorporated herein by reference to Exhibit D, filed with the
Company's Form 8-K dated December 13, 1990.
B. Reports on Form 8-K
Registrant filed no current report on Form 8-K during the quarter
covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Sections 13 or 15(a), Registrant has duly caused this report to be signed on
its
behalf by the undersigned, thereunto duly authorized.
Dated: May 8, 1995
BEDFORD PROPERTY INVESTORS, INC.
(Registrant)
By: _/s/ PETER B. BEDFORD_________________
Peter B. Bedford
Chairman of the Board and
Chief Executive Officer
By: _/s/ JAY SPANGENGERG__________________
Jay Spangenberg
Chief Financial Officer
(Principal Financial Officer)
By: _/s/ HANH KIHARA _______________________
Hanh Kihara
Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000910079
<NAME> BEDFORD PROPERTY INVESTORS, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 1,018
<SECURITIES> 0
<RECEIVABLES> 1,031
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,466
<PP&E> 58,278
<DEPRECIATION> 3,451
<TOTAL-ASSETS> 58,342
<CURRENT-LIABILITIES> 1,569
<BONDS> 0
<COMMON> 60
0
0
<OTHER-SE> 36,910
<TOTAL-LIABILITY-AND-EQUITY> 58,342
<SALES> 0
<TOTAL-REVENUES> 2,673
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,605
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 463
<INCOME-PRETAX> 606
<INCOME-TAX> 0
<INCOME-CONTINUING> 606
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 606
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>
