SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 30, 1997
BEDFORD PROPERTY INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
Maryland 1-12222 68-0306514
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
270 Lafayette Circle, Lafayette, California 94549
(Address of principal executive offices)
Registrant telephone number, including area code: (510) 283-8910
Item 5. Other Events
On October 20, 1997, Bedford Property Investors, Inc. (the
Company) announced earnings and Funds From Operations (FFO) for
the third quarter and the nine months ended September 30, 1997.
The Company reported net income for the third quarter of 1997
of $15,781,000, including a gain of $10,787,000 from the sales of
two office buildings located in Oxnard and Torrance, California, on
rental revenues of $12,789,000, compared with net income of
$2,932,000 on rental revenues of $7,090,000 for the third quarter
of 1996. For the nine months ended September 30, 1997, net income
was $24,296,000 on rental revenues of $32,472,000, compared with
net income of $7,865,000 on rental revenues of $19,168,000 for the
nine months ended September 30, 1996.
FFO for the third quarter of 1997 was $6,550,000 as compared
with $3,720,000 for the third quarter of 1996. FFO for the nine
months ended September 30, 1997 was $17,490,000 as compared with
$9,620,000 for the nine months ended September 30, 1996. 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.
The following tables set forth the unaudited Consolidated
Statements of Income for the three and nine months ended September
30, 1996 and 1997 and the unaudited Consolidated Balance Sheets as of
December 31, 1996 and September 30, 1997.
<PAGE>
<TABLE>
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands, except share and per share amounts)
<S> <C> <C>
September 30, December 31,
1997 1996
Assets:
Industrial buildings $215,842 $164,674
Office buildings 145,187 53,071
Retail Buildings - 6,281
Operating Properties Held for Sale 6,281 -
Industrial Properties under Development 16,123 5,388
383,433 229,414
Less accumulated depreciation 7,379 4,913
376,054 224,501
Cash 1,042 1,328
Other Assets 8,157 5,995
$385,253 $231,824
Liabilities and Stockholders' Equity:
Bank loan payable 97,645 46,097
Mortgage loan payable 60,455 51,850
Accounts payable and accrued expenses 6,900 2,214
Dividend and distributions payable 4,628 2,827
Other liabilities 3,256 3,371
Total liabilities 172,884 106,359
Redeemable preferred shares:
Series A convertible preferred stock, par value
$0.01 per share; authorized 10,000,000 shares;
issued and outstanding 8,333,334 shares;
aggregate redemption amount $50,000;
aggregate liquidation preference $52,500. 50,000 50,000
Minority interest in consolidated partnership 1,497 1,709
Common Stock and other stockholders' equity:
Common stock, par value $0.02 per share;
authorized 50,000,000 shares in 1997, and
15,000,000 shares in 1996; issued and
outstanding 11,164,700 shares in 1997 and
6,526,325 shares in 1996 223 131
Additional paid-in capital 223,104 147,622
Accumulated losses and distributions in
excess of net income (62,455) (73,997)
Total stockholders' equity 160,872 73,756
$385,253 $231,824
</TABLE>
<PAGE>
<TABLE>
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Unaudited)
(in thousands, except share and per share amounts)
<S> <C> <C> <C> <C>
Three Months Nine Months
1997 1996 1997 1996
Property operations:
Rental income $12,789 $7,090 $32,472 $19,168
Rental expenses:
Operating expenses 1,973 1,483 4,996 3,797
Real estate taxes 993 589 2,708 1,823
Depreciation and amortization 1,528 788 3,902 2,114
Income from property operations 8,295 4,230 20,866 11,434
General and administrative expenses (469) (414) (1,586) (1,341)
Interest income 73 43 217 105
Interest expense (2,877) (927) (5,909) (2,692)
Income before minority interest and
gain on sale 5,022 2,932 13,588 7,506
Gain on sale 10,787 - 10,787 359
Minority interest (28) - (79) -
Net income $15,781 $2,932 $24,296 $ 7,865
Net income applicable to
common stockholders(1) $14,531 $1,807 $20,796 $ 4,490
Primary earnings per common and
common equivalent share $ 1.27 $ 0.27 $ 1.95 $ 0.87
Primary weighted average number of
common and common equivalent shares 11,436,417 6,601,527 10,639,113 5,161,087
Earnings per common share - assuming
full dilution $ 1.00 $ 0.27 $ 1.63 $ 0.84
Weighted average number of common
shares - assuming full dilution 15,751,338 10,782,393 14,972,966 9,323,223
</TABLE>
(1) Reflects reduction for quarterly dividends on the $50,000 series A
convertible preferred stock.
SIGNATURE
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, hereunto duly authorized.
BEDFORD PROPERTY INVESTORS, INC.
By: /s/ Scott R. Whitney
Scott R. Whitney
Senior Vice President and
Chief Financial Officer
Date: October 21, 1997
