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, 1997.
___ 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 1-12222
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)
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 9, 1997
Common Stock, $0.02 par value 11,126,450
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
ITEM 1. FINANCIAL STATEMENTS
Statement 1
Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996 2
Consolidated Statements of Income for the three months ended
March 31, 1997 and 1996 3
Consolidated Statements of Stockholders' Equity for the year ended
December 31, 1996 and the three months ended March 31, 1997 4
Consolidated Statements of Cash Flows for the three months ended
March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis of Results of Operations
and Financial Condition 9-12
PART II. OTHER INFORMATION
ITEMS 1 - 6 13-15
SIGNATURES 15
<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, 1996.
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands, except share and per share amounts)
March 31, December 31,
1997 1996
Assets:
Real estate investments:
Industrial buildings $183,568 $164,674
Office buildings 67,073 53,071
Retail buildings 6,281 6,281
Industrial properties under development 6,100 5,388
263,022 229,414
Less accumulated depreciation 5,963 4,913
257,059 224,501
Cash 945 1,328
Other Assets 6,337 5,995
$264,341 $231,824
Liabilities and Stockholders' Equity:
Bank loan payable 3,250 46,097
Mortgage loan payable 51,757 51,850
Accounts payable and accrued expenses 1,651 2,214
Dividend and distributions payable 4,043 2,827
Other liabilities 2,815 3,371
Total liabilities 63,516 106,359
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 15,000,000 shares, issued and
outstanding 11,126,450 shares in 1997,
6,526,325 shares in 1996 223 131
Additional paid-in capital 223,465 147,622
Accumulated losses and distributions in
excess of net income (74,360) (73,997)
Total stockholders' equity 149,328 73,756
$264,341 $231,824
See accompanying notes to consolidated financial statements.
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited)
(in thousands, except share and per share amounts)
1997 1996
Property operations:
Rental income $9,056 $5,709
Rental expenses:
Operating expenses 1,463 1,086
Real estate taxes 825 565
Depreciation and amortization 1,126 608
Income from property operations 5,642 3,450
General and administrative expense (539) (505)
Interest income 100 18
Interest expense (1,523) (1,010)
Income before minority interest 3,680 1,953
Minority interest (25) -
Net income $3,655 $1,953
Net income applicable to common
stockholders(1) $2,530 $ 828
Primary earnings per common and
common equivalent share $ 0.28 $ 0.26
Primary weighted average number of
common and common equivalent shares 9,144,992 3,168,944
Earnings per common share -
assuming full dilution $ 0.27 $ 0.26
Weighted average number of common
shares - assuming full dilution 13,442,965 3,168,944
(1) Reflects dividends of $1,125 accrued during each of the first quarters
of 1997 and 1996 on $50,000 series A convertible preferred stock.
See accompanying notes to consolidated financial statements.
<PAGE>
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996
AND THE THREE MONTHS ENDED MARCH 31, 1997 (Unaudited)
(in thousands, except per share data)
<TABLE>
<S> <C> <C> <C> <C>
Total
Accumulated common
losses and stock and
Additional distributions other stock-
Common paid-in in excess of holders'
stock capital net income equity
Balance, December 31, 1995 $ 61 $107,214 $(74,840) $ 32,435
Issuance of common stock 70 43,778 - 43,848
Costs of issuance of preferred
stock - - (2) (2)
Costs of issuance of common stock - (3,370) - (3,370)
Net income - - 11,021 11,021
Dividends to common stockholders
($1.00 per share) - - (5,671) (5,671)
Distributions to limited
partnership unit holders - - (5) (5)
Dividends to preferred
stockholders (9%) - - (4,500) (4,500)
Balance, December 31, 1996 $131 $147,622 $(73,997) $ 73,756
Issuance of common stock 92 80,049 - 80,141
Costs of issuance of common stock - (4,161) - (4,161)
Redemption of partnership units - (45) - (45)
Net income - - 3,655 3,655
Dividends to common shareholders
($0.26 per share) - - (2,893) (2,893)
Dividends to preferred
shareholders (9%) - - (1,125) (1,125)
Balance March 31, 1997 $223 $223,465 $(74,360) $149,328
</TABLE>
See accompanying notes to consolidated financial statements.
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited)
(in thousands)
1997 1996
Operating Activities:
Net income $ 3,655 $ 1,953
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority Interest 25 -
Depreciation and amortization 1,340 769
Change in other assets (884) (1,544)
Change in accounts payable and
accrued expenses (563) 440
Change in other liabilities (319) 139
Net cash provided by operating activities 3,254 1,757
Investing Activities:
Investments in real estate (33,550) (7,497)
Net cash used by investing activities (33,550) (7,497)
Financing Activities:
Proceeds from bank loan 12,014 7,700
Proceeds from mortgage loan - 20,200
Repayments of bank loan (54,909) (20,534)
Repayments of mortgage loan (93) -
Proceeds from issuance of common stock 75,980 133
Redemption of partnership units (257) -
Payment of dividends (2,822) (1,765)
Net cash provided by financing activities 29,913 5,734
Net decrease in cash (383) (6)
Cash at beginning of period 1,328 1,027
Cash at end of period $ 945 $ 1,021
Supplemental disclosure of cash flow information:
a) Non cash investing and financing activities:
Debt incurred with real estate acquired $ 58 $ -
b) Cash paid during the period for interest $ 1,817 $ 756
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
Bedford Property Investors Inc. (the Company) is a Maryland real estate
investment trust with investments primarily in industrial and suburban office
properties concentrated in the Western United States. The Company's Common
Stock trades 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. Per share data reflects the
retroactive application of the one-for-two reverse stock split which took place
on March 29, 1996. 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. The fully
diluted earnings per share calculation assumes conversion of the Series A
Convertible Preferred Stock of the Company and redemption of the limited
partnership units of Bedford Realty Partners, L.P. for shares of common stock.
If converted or redeemed, both the Series A Convertible Preferred Stock and the
limited partnership units would have dilutive effects. Dividends accrued on the
Series A Convertible Preferred Stock are deducted from net income for purposes
of determining net income applicable to common stockholders.
The Company will adopt the provisions of Statement of Financial Accounting
Standards No. 128 (SFAS 128), Earnings per Share, for financial statements for
the period ending after December 15, 1997. Earlier application is not
permitted. After the effective date, all prior periods EPS data presented will
be restated to conform with the provisions of SFAS 128. Had the Company applied
the provisions of SFAS 128 to the March 31, 1997 unaudited financial statement,
the results would have been immaterial. Management believes that the adoption
of SFAS 128 will not have a material impact on the financial statements of the
Company.
Note 2. Real Estate Investments
As of March 31, 1997, the Company's real estate investments were diversified by
property type as follows (in thousands):
Number of
Properties Costs % of Total
Industrial Buildings 41 $183,568 70
Office Buildings 10 67,073 26
Retail Buildings 1 6,281 2
Industrial Properties Under Development 5 6,100 2
Total 57 $263,022 100
The following table sets forth the Company's real estate investments as of
March 31, 1997 (in thousands):
<TABLE>
<S> <C> <C> <C> <C> <C>
Development Less
In Accumulated
Land Building Progress Depreciation Total
Industrial
Greater San Francisco Bay Area, California $36,002 $ 70,409 - $ 1,863 $104,548
Greater Los Angeles Area, California 12,866 28,753 - 834 40,785
Denver, Colorado 1,911 3,140 - 94 4,957
Phoenix, Arizona 3,531 4,619 - 99 8,051
Greater Portland Area, Oregon 2,652 8,175 - 268 10,559
Greater Kansas City Area 2,254 9,256 - 460 11,050
Total Industrial 59,216 124,352 - 3,618 179,950
Suburban Office
Greater Los Angeles Area, California 8,158 14,904 - 1,236 21,826
Salt Lake City, Utah 359 6,271 - 601 6,029
Greater Kansas City Area 2,518 3,994 - 132 6,380
Greater San Francisco Bay Area, California 1,763 4,923 - 172 6,514
Greater Seattle Area, Washington 5,095 7,250 - 94 12,251
Phoenix, Arizona 4,943 6,895 - 13 11,825
Total Suburban Office 22,836 44,237 - 2,248 64,825
Retail
Colorado Springs, Colorado 2,890 3,391 - 97 6,184
Industrial Properties Under Development
Greater San Francisco Bay Area, California - - 3,992 - 3,992
Phoenix, Arizona - - 1,216 - 1,216
Greater Kansas City Area - - 892 - 892
Total Industrial Properties Under Development - - 6,100 - 6,100
Total $84,942 $171,980 $6,100 $5,963 $257,059
</TABLE>
The Company internally manages all but six of its properties from its regional
offices in Lafayette, CA; Tustin, CA; Phoenix, AZ; and Lenexa, Kansas. For the
six properties located in markets not served by a regional office, the Company
has subcontracted on-site maintenance to local firms. All financial record-
keeping is centralized at the Company's corporate office in Lafayette, CA.
<PAGE>
Note 3. Consolidated Partnership
In December, 1996 the Company formed Bedford Realty Partners, L.P. (the
"Operating Partnership"), with the Company as the sole general partner, for the
purpose of acquiring real estate. In exchange for contributing a property into
the Operating Partnership, the owners of the property received limited
partnership units ("OP Units"). A limited partner can seek redemption of the
OP Units at any time after 90 days. The Company, at its option, may redeem the
OP Units by either (i) issuing common stock at the rate of one share of common
stock for each OP Unit, or (ii) paying cash to a limited partner based on the
average trading price of the Company's common stock. Each OP Unit is allocated
partnership income and cash flow at a rate equal to the dividend being paid by
the Company on a share of common stock. Additional partnership income and cash
flow is allocated 99% to the Company and 1% to the limited partners.
This acquisition strategy is referred to as a "Down REIT" transaction; as long
as certain tax attributes are maintained, the income tax consequences to a
limited partner are generally deferred until such time as the limited partner
redeems their OP Units.
On December 17, 1996, the Company acquired a $3.6 million industrial property
located in Modesto, California utilizing the Operating Partnership. The sellers
of the property received 108,495 OP Units. In March 1997 the Company redeemed
13,446 OP units for cash. A director of the Company was a 9% owner of the
property and received 8,991 OP units in connection with the Down REIT
transaction. This director did not participate in the approval of the
acquisition.
Note 4. Stock Options
In September 1995, the Company established a Management Stock Acquisition
program. Under the program, options exercised by key members of management
within thirty days of the grant date may be exercised either in cash or with a
note payable to the Company. Such note bears interest at 7.5% or the Applicable
Federal Rate as defined by the Internal Revenue Service, whichever is higher.
The note is due in five years or within ninety days from termination of
employment, with interest payable quarterly. During 1996 and 1995, options for
155,000 shares of Common Stock were exercised in exchange for notes payable to
the Company, bearing interest at 7.5%. At March 31, 1997, the unpaid balance
of the note was $1,573,000. This amount is included in the accompanying
consolidated balance sheet as a reduction of additional paid-in capital.
Note 5. Debt
Bank Loan Payable
During 1996, the Company expanded its secured revolving credit facility with
Bank of America to $100 million. The expanded facility, which matures on July
1, 1999, bears interest at a floating rate equal to either the lender's
published "reference rate" plus 0.25% or LIBOR plus 2% (lowered to LIBOR plus
1.75% in January, 1997). The credit facility is secured by mortgages on 26
properties (which Properties collectively accounted for approximately 52% of the
Company's Annualized Base Rent and approximately 43% of the Company's total
assets as of March 31, 1997), together with the rental proceeds from such
properties. In April 1997, the Company received a commitment from its banking
group to expand the facility to $150 million and to lower the interest rate to
LIBOR plus 1.50%.
The daily weighted average amount owing to the bank was $24,751,000 and
$43,189,000 for the three months ended March 31, 1997 and 1996, respectively.
The weighted average interest rates in these periods were 7.62% and 8.26%,
respectively. The effective interest rate at March 31, 1997 was 7.9%.
<PAGE>
Mortgage Loans Payable
Mortgage loans payable at March 31, 1997 consist of the following (in
thousands):
Floating rate note due December 15, 1999
current rate of 8.75% $ 1,843
7.5% note due January 1, 2002 24,914
7.02% note due March 15, 2003 25,000
$ 51,757
The mortgage loans are collaterized by 13 properties (which Properties
collectively accounted for approximately 32% of the Company's Annualized
Base Rent and approximately 28% of the Company's total assets as of
March 31, 1997).
The following table presents scheduled principal payments on mortgage loans as
of March 31, 1997 (in thousands):
Twelve months period ending March 31, 1998 $ 387
Twelve months period ending March 31, 1999 2,586
Twelve months period ending March 31, 2000 828
Twelve months period ending March 31, 2001 890
Twelve months period ending March 31, 2002 23,765
Thereafter 23,301
$ 51,757
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
When used in the following discussion, the words "believes," "anticipates" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected, including, but not
limited to, those set forth in the section entitled "Potential Factors Affecting
Future Operating Results," below. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date
hereof. The Company undertakes no obligation to publicly release the result of
any revisions to these forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
<PAGE>
Results of Operations
The Company's operations consist of owning and operating industrial and suburban
office properties located primarily in the Western United States.
Increases in revenues, expenses, net income and cash flows in the three months
ended March 31, 1997 when compared with the same period in 1996 were due
primarily to the acquisition, development and sale of operating properties as
follows:
Number of Square
Properties Feet
Acquisitions
Industrial 15 1,477,000
Office 3 277,000
18 1,754,000
Development
Industrial 1 45,000
Sales
Industrial 2 186,000
Three Months Ended March 31, 1997 Compared with Three Months Ended March 31,
1996.
Income from Property Operations
Income from property operations (defined as rental income less rental expenses)
increased $2,192,000 or 64% in 1997 compared with 1996. This is due to an
increase in rental income of $3,347,000 offset by an increase in rental expenses
(which include operating expenses, real estate taxes and depreciation and
amortization) of $1,155,000.
This increase in rental income and expenses is primarily attributable to the
acquisition and development of real estate investments. This acquisition and
development activity increased rental income and rental expenses by $3,448,000
and $1,082,000, respectively. This was partially offset by the sale of two
industrial properties in 1996 which generated a reduction in rental income and
rental expenses of $362,000 and $189,000 respectively.
Expenses
Interest expense, which includes amortization of loan fees, increased $513,000
or 51% for the first three months of 1997 compared with the same period in 1996.
The increase is attributable to the Company's higher level of borrowings to
finance the acquisition of properties in 1996 and 1997, and higher financing
costs incurred in connection with the credit facility and mortgage loans. The
amortization of loan fees was $183,000 and $144,000 in the first three months
of 1997 and 1996, respectively. General and administrative expenses increased
$34,000 or 7% for the first three months of 1997 compared with the same period
in 1996, a result of managing a larger real estate portfolio.
Liquidity and Capital Resources
In February 1997, the Company completed the sale of 4,600,000 shares of common
stock at $17 3/8 per share. A portion of the net cash proceeds from the
offering was used to pay off the outstanding borrowings under the Company's
expanded credit facility of $100 million. The credit facility currently bears
interest at a rate of LIBOR plus 1.75% and as of March 31, 1997 had an
outstanding balance of $3,250,000. At March 31, 1997, the Company was in
compliance with the covenants and requirements of its revolving credit facility.
In April 1997, the Company received a commitment from its banking group to
expand its existing credit facility. The amended facility will increase the
commitment amount to $150 million and will extend the term and reduce the
interest rates. As of April 30, 1997, the outstanding balance of the credit
facility was $5,550,000.
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
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 may be impacted negatively by future increases in interest rates and
substantial borrowings to finance additional 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
1997 may not be renewed or the terms of renewal may be less favorable to the
Company than current lease terms. The Company expects to incur costs in making
improvements or repairs to its portfolio of properties required by new or
renewing tenants and expects to incur expenses associated with brokerage
commissions payable in connection with the reletting of space.
Many other factors affect the Company's actual financial performance and may
cause the Company's future results to be markedly outside of the Company's
current expectations.
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
Common stock dividends declared for the first quarter 1997 were $0.26 per share.
Distributions declared for the first quarter of 1997 were $0.26 per OP unit.
Consistent with the Company's policy, dividends and distributions were paid in
the quarter after they were declared. In addition, the Company declared an
aggregate quarterly dividend of $1,125,000 on the Series A Convertible Preferred
Stock. The preferred stock dividends are due and payable 45 days after the
quarter end.
Government Regulations
The Company's properties are subject to various federal, state and local
regulatory requirements such as local building codes and other similar
regulations. The Company believes that the Properties are currently in
substantial compliance with all applicable regulatory requirements, although
expenditures at its properties may be required to comply with changes in these
laws. No material expenditures are contemplated at this time in order to comply
with any such laws or regulations.
Under various federal, state and local laws, ordinances and regulations, an
owner or operator of real estate is liable for the costs of removal or
remediation of certain hazardous or toxic substances released on, above, under,
or in such property. Such laws often impose such liability without regard to
whether the owner knew of, or was responsible for, the presence of such
hazardous or toxic substances. The costs of such removal or remediation could
be substantial.
Additionally, the presence of such substances or the failure to properly
remediate such substances may adversely affect the owner's ability to borrow
using such real estate as collateral.
The Company believes that it is in compliance in all material respects with all
federal, state and local laws regarding hazardous or toxic substances, and the
Company has not been notified by any governmental authority of any non-
compliance or other claim in connection with any of its present or former
properties. The Company does not anticipate that compliance with federal, state
and local environmental protection regulations will have any material adverse
impact on the financial position, results of operations or liquidity of the
Company.
Financial Condition
During the three months ended March 31, 1997, the Company's operating activities
provided cash flow of $3,254,000. Investing activities utilized cash of
$33,550,000 for real estate acquisitions. Financing activities provided cash
flow of $29,913,000.
Management considers Funds From Operations (FFO) to be one measure of the
performance of an equity REIT. FFO during the three months ended March 31, 1997
and 1996 amounted to $4,806,000 and $2,561,000, respectively. Funds From
Operations is used by financial analysts in evaluating REITs and can be one
measure of a REIT's ability to make cash distributions. Presentation of this
information provides the reader with an additional measure to compare the
performance of REITs. Funds From Operations generally is defined by NAREIT as
net income (computed in accordance with generally accepted accounting
principles), excluding gains from debt restructurings and sales of property,
plus depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Funds From Operations was computed by the
Company in accordance with this definition. Funds From Operations does not
represent cash generated by operating activities in accordance with the
generally accepted accounting principles; it is not necessarily indicative of
cash available to fund cash needs and should not be considered as an alternative
to net income as an indicator of the Company's operating performance or as an
alternative to cash flow as a measure of liquidity.
<PAGE>
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
3.1 Charter of the Company, as amended, is incorporated herein by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-2, Registration No. 333-921.
3.2 Amended and Restated Bylaws of the Company are incorporated
herein by reference to Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995.
10.2 The Company's Employee Stock Option Plan, as amended and
restated, is incorporated herein by reference to Exhibit 10.2
to the Company's Registration Statement on Form S-2,
Registration No. 333-921.
10.3 The Company's 1992 Directors' Stock Option Plan, as amended
and restated, is incorporated herein by reference to Exhibit
10.3 to the Company's Registration Statement on Form S-2,
Registration No. 333-921.
10.4 Second Amended and Restated Credit Agreement dated as of June
26, 1996, by and between the Company, as Borrower, Bank of
America National Trust and Savings Association and the
several financial institutions (the "Banks") is incorporated
herein by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997.
10.5 Sale and Option Agreement dated as of August 26, 1995, by and
between Kemper Investors Life Insurance Company, on behalf of
itself and Participants (as defined therein), as Lender, the
Company, as Purchaser, and Tustin Properties, as Owner, for
3002 Dow Business Center is incorporated herein by reference
to Exhibit 10.19 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995.
10.6 BPIA Agreement dated as of January 1, 1995, by and between
Westminster Holdings, Inc., a California corporation and the
Company is incorporated herein by reference to Exhibit 10.14
to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995.
10.7 Employment Agreement made as of February 17, 1993, by and
between ICM Property Investors Incorporated and Peter B.
Bedford is incorporated by reference to Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, as amended by Form 10-K/A filed on
May 1, 1995, and Form 10-K/A-2 filed on August 8, 1995.
10.8 Amendment No. 1 to Employment Agreement dated as of September
18, 1995, by and between Peter B. Bedford and the Company is
incorporated herein by reference to Exhibit 10.10 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.
10.9 Series A Convertible Preferred Stock Purchase Agreement,
among the Company, AEW Partners, L.P. and Peter B. Bedford
dated as of May 18, 1995, is incorporated herein by reference
to Exhibit 10.15 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995.
10.10 Amendment No. 1 to the Series A Convertible Preferred Stock
Purchase Agreement dated September 11, 1995, among the
Company, AEW Partners, L.P. and Peter B. Bedford, is
incorporated herein by reference to Exhibit 10.12 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.
10.11 Standstill Agreement dated as of September 18, 1995, by and
between the Company and Peter B. Bedford is incorporated
herein by reference to Exhibit 10.13 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1995.
10.12 Purchase and Sale Agreement dated as of October 19, 1995,
between Landsing Pacific Fund, Inc., a Maryland corporation
as Seller, and the Company, as Buyer, as amended, is
incorporated herein by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on December 27,
1995.
10.13 Amended and Restated Promissory Note date May 24, 1996
executed by the Company and payable to the order of
Prudential Insurance Company of America is incorporated
herein by reference to Exhibit 10.13 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1996.
10.14 Loan Agreement dated as of December 24, 1996 between Bedford
Property Investors, Inc. as Borrower and Union Bank of
California, N.A. as Lender, is incorporated herein by
reference to Exhibit 10.14 to the Company's Annual Report on
a Form 10-K filed on March 28, 1997.
10.15 The Company's Dividend Reinvestment and Stock Purchase Plan
is incorporated herein by reference to the Company's post-
effective Amendment No. 1 to its Registration Statement on
Form S-3 (File No. 333-15233) filed on March 31, 1997.
11* Statement of Computation of Earnings Per Share.
27* Financial Data Schedule
* Filed herewith
B. Reports on Form 8-K
During the quarter ended March 31, 1997, the Company filed on January
9, 1997, a report on Form 8-K dated December 18, 1996, reporting items
5 and 7 and announcing the acquisitions of O'Toole Business Center and
Signal Building.
During the quarter ended March 31, 1997, the Company filed on
February 4, 1997, a report on Form 8-K/A dated December 18, 1996, which
amended items 5 and 7 of Form 8-K dated December 18, 1996, regarding the
acquisitions of O'Toole Business Center and Signal Building. The
following financial statements were filed: (i) Combined Historical Summary
of Gross Income and Direct Operating Expense for O'Toole Business Center,
Signal System Building and 6500 Kaiser Drive for the year ended
December 31, 1995 and (ii) pro forma financial statements showing the
effect resulting from all the Company's acquisitions during 1996.
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 of the
undersigned, thereunto duly authorized.
Dated: May 9, 1997
BEDFORD PROPERTY INVESTORS, INC.
(Registrant)
By: /s/ PETER B. BEDFORD
Peter B. Bedford
Chairman of the Board,
Chief Executive Officer and
Chief Financial Officer
By: /s/ HANH KIHARA
Hanh Kihara
Controller
(Principal Accounting Officer)
Exhibit 11
Bedford Property Investors, Inc.
Statement of Computation of Earnings per Share
(in thousands, except share and share amounts)
Three Months Ended March 31,
1997 1996
Primary:
Net income $ 3,655 $ 1,953
Less: Dividends on the Series A Convertible
Preferred Stock 1,125 1,125
Net income applicable to common stockholders 2,530 828
Weighted average shares outstanding 8,939,693 3,045,402
Weighted average shares of dilutive
stock options using average stock price
under the treasury stock method 205,299 123,542
Primary weighted average number of common
and common equivalent shares outstanding 9,144,992 3,168,944
Primary earnings per common
and common equivalent share $ 0.28 $ 0.26
Fully Diluted:
Adjusted shares - primary, from above 9,144,992 -
Weighted average shares issuable upon
conversion of the Series A Convertible
Preferred Stock 4,166,667 -
Additional weighted average shares of
dilutive stock options using end of period
stock price under the treasury stock method 24,006 -
Weighted average shares issuable upon the
conversion of operating partnership units(2) 107,300 -
Weighted average number of common shares
assuming full dilution 13,442,965 3,168,944(1)
Earnings per common
share - assuming full dilution $ 0.27 $ 0.26(1)
Per share amounts and number of shares have been adjusted to reflect the
one-for-two reverse stock split effective March 29, 1996.
(1) For the three months ended March 31, 1996, the Series A Convertible
Preferred Stock was antidilutive and, accordingly, the results of the
primary earnings per common and common equivalent share is reported
for earnings per common share - assuming full dilution.
(2) Not applicable for the three months ended March 31, 1996. The
Operating Partnership Units were issued in December 1996.
<TABLE> <S> <C>
<ARTICLE>5
EXHIBIT 27
FINANCIAL DATA SCHEDULE
<S>
<C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> $ 945
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,316
<PP&E> 263,022
<DEPRECIATION> (5,963)
<TOTAL-ASSETS> 264,341
<CURRENT-LIABILITIES> 6,643
<BONDS> 55,007
0
50,000
<COMMON> 223
<OTHER-SE> 149,105
<TOTAL-LIABILITY-AND-EQUITY> 264,341
<SALES> 0
<TOTAL-REVENUES> 9,156
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (3,953)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,523)
<INCOME-PRETAX> 3,655
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,655
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $ 3,655
<EPS-PRIMARY> $ 0.28
<EPS-DILUTED> $ 0.27
</TABLE>
