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 September 30, 1999.
___ 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 (925) 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 November 12, 1999
Common Stock, $0.02 par value 20,443,746
BEDFORD PROPERTY INVESTORS, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
ITEM 1. FINANCIAL STATEMENTS
Statement 1
Consolidated Balance Sheets as of September 30, 1999
and December 31, 1998 2
Consolidated Statements of Income for the three and nine months ended
September 30, 1999 and 1998 3
Consolidated Statements of Stockholders' Equity for the year ended
December 31, 1998 and the nine months ended September 30, 1999 4
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 6-13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION 14-19
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES
ABOUT MARKET RISK 19
PART II. OTHER INFORMATION
ITEMS 1 - 6 20
SIGNATURES 21
Exhibit 27 22
BEDFORD PROPERTY INVESTORS, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENT
The consolidated 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 presented. Such adjustments are
of a normal recurring nature. These consolidated financial statements should
be read in conjunction with the notes to consolidated financial statements
appearing in the annual report to stockholders for the year ended December 31,
1998.
When used in the discussion in this Form 10-Q, the words "believes," "expects,"
"intends," "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
discussed, 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.
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1999 (Unaudited) AND DECEMBER 31, 1998
(in thousands, except share and per share amounts)
September 30, 1999 December 31, 1998
Assets:
Real estate investments:
Industrial buildings $315,324 $312,911
Office buildings 305,634 258,479
Operating properties held for sale 22,424 -
Properties under development 19,951 24,686
Land held for development 4,028 3,905
667,361 599,981
Less accumulated depreciation 25,744 18,523
641,617 581,458
Cash 1,339 1,286
Other assets 19,672 15,580
$662,628 $598,324
Liabilities and Stockholders' Equity:
Bank loan payable $136,519 $147,443
Mortgage loans payable 180,862 80,116
Accounts payable and accrued expenses 9,583 7,574
Dividend and distributions payable 8,095 8,191
Other liabilities 6,974 6,042
Total liabilities 342,033 249,366
Minority interest in consolidated
partnership 1,229 1,369
Stockholders' equity:
Common stock, par value $0.02 per share;
authorized 50,000,000 shares; issued
and outstanding 20,678,446 shares in
1999 and 22,666,856 shares in 1998 414 453
Additional paid-in capital 371,108 407,760
Accumulated dividends in
excess of net income (52,156) (60,624)
Total stockholders' equity 319,366 347,589
$662,628 $598,324
See accompanying notes to consolidated financial statements.
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited)
(in thousands, except share and per share amounts)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Nine Months
1999 1998 1999 1998
Property operations:
Rental income $22,475 $20,156 $66,180 $52,635
Rental expenses:
Operating expenses 3,396 3,322 10,288 7,925
Real estate taxes 1,849 1,704 5,629 4,393
Depreciation and amortization 3,149 2,939 9,054 7,307
Income from property operations 14,081 12,191 41,209 33,010
General and administrative expenses (669) (655) (2,632) (2,369)
Interest income 40 85 121 178
Interest expense (4,796) (3,664) (13,212) (7,480)
Income before gain on sale of real estate
investments and minority interest 8,656 7,957 25,486 23,339
Gain on sale of real estate investments 190 - 7,801 -
Minority interest (31) (29) (96) (86)
Income before extraordinary item 8,815 7,928 33,191 23,253
Extraordinary item - loss on early extinguishment of debt - - (298) -
Net income $ 8,815 $ 7,928 $32,893 $23,253
Earnings per share - basic:
Income before extraordinary item $ 0.41 $ 0.35 $ 1.51 $ 1.03
Extraordinary item-loss on early extinguishment of debt - - (0.01) -
Net income $ 0.41 $ 0.35 $ 1.50 $ 1.03
Weighted average number of shares-basic 21,591,869 22,649,403 21,954,307 22,616,558
Earnings per share - assuming dilution:
Income before extraordinary item $ 0.41 $ 0.35 $ 1.50 $ 1.02
Extraordinary item-loss on early extinguishment of debt - - (0.01) -
Net income $ 0.41 $ 0.35 $ 1.49 $ 1.02
Weighted average number of shares - assuming dilution 21,744,843 22,926,125 22,103,719 22,934,296
</TABLE>
See accompanying notes to consolidated financial statements.
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998 AND
THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (Unaudited)
(in thousands, except per share amounts)
<TABLE>
<S> <C> <C> <C> <C>
Accumulated Total
Additional dividends stock-
Common paid-in in excess of holders'
stock capital net income equity
Balance, December 31, 1997 $ 452 $408,209 $(62,235) $346,426
Issuance of common stock 1 1,366 - 1,367
Repurchase and retirement of common stock - (1,815) - (1,815)
Net income - - 31,496 31,496
Dividends to common stockholders
($1.32 per share) - - (29,885) (29,885)
Balance, December 31, 1998 $ 453 $407,760 $(60,624) $347,589
Issuance of common stock 6 1,363 - 1,369
Repurchase and retirement of common stock (45) (38,015) - (38,060)
Net income - - 32,893 32,893
Dividends to common stockholders
($1.14 per share) - - (24,425) (24,425)
Balance, September 30, 1999 $ 414 $371,108 $(52,156) $319,366
</TABLE>
See accompanying notes to consolidated financial statements.
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited)
(in thousands)
<TABLE>
<S> <C> <C>
1999 1998
Operating Activities:
Net income $ 32,893 $ 23,253
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 96 86
Depreciation and amortization 10,389 8,220
Gain on sale of real estate investments (7,801) -
Change in other assets (4,462) (6,035)
Change in accounts payable and
accrued expenses 1,559 2,780
Change in other liabilities 1,036 (137)
Net cash provided by operating activities 33,710 28,167
Investing Activities:
Investments in real estate (79,380) (155,687)
Proceeds from sale of real estate investments 19,346 -
Net cash used by investing activities (60,034) (155,687)
Financing Activities:
Proceeds from bank loan payable 107,044 147,508
Repayments of bank loan payable (118,343) (19,189)
Proceeds from mortgage loans payable 107,386 21,109
Repayments of mortgage loans payable (8,262) (786)
Issuance of common stock 1,389 415
Redemption of partnership units (160) (128)
Payment of dividends and distributions (24,617) (21,110)
Repurchase and retirement of common stock (38,060) -
Net cash provided by financing activities 26,377 127,819
Net increase in cash 53 299
Cash at beginning of period 1,286 1,361
Cash at end of period $ 1,339 $ 1,660
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized of
$1,551 in 1999 and $1,746 in 1998 $ 11,628 $ 5,917
</TABLE>
See accompanying notes to consolidated financial statements.
BEDFORD PROPERTY INVESTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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 Stock Exchange and the
Pacific Exchange.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the requirements of Form 10-Q and, therefore, do not include
all information and footnotes necessary for a presentation of financial
condition, results of operations and cash flows in conformity with generally
accepted accounting principles. The unaudited interim consolidated financial
statements reflect all adjustments which are, in the opinion of management,
necessary to a fair presentation of results for the interim periods presented
in compliance with the instructions to Form 10-Q. All such adjustments are of
a normal, recurring nature.
Per Share Data
Per share data are based on the weighted average number of common shares
outstanding during the year. Stock options issued under the Company's stock
option plans are also included in the calculation of diluted per share data if,
upon assumed exercise, they would have a dilutive effect. The diluted earnings
per share calculation also assumes conversion of the limited partnership units
of Bedford Realty Partners, L.P., if such conversion would have a dilutive
effect, as of the beginning of the year.
Recent Accounting Pronouncements
In April 1998, the Accounting Standards Executive Committee issued Statement of
Position 98-5, Reporting on the Costs of Start-up Activities. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998. The adoption of
this statement did not have a material impact on the Company's financial
statements.
In June 1998, the FASB issued Financial Accounting Standard No. 133, Accounting
for Derivatives Instruments and Hedging Activities. SFAS 133 is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. Management
believes that the adoption of this statement will not have a material impact on
the Company's financial statements.
Note 2. Real Estate Investments
As of September 30, 1999, the Company's real estate investments were diversified
by property type as follows (dollars in thousands):
Number of Percent
Properties Cost of Total
Industrial buildings 68 $315,324 47%
Office buildings 27 305,634 46%
Operating properties held for sale 5 22,424 3%
Properties under development 7 19,951 3%
Land held for development 4 4,028 1%
Total 111 $667,361 100%
Note 2 - Real Estate Investments
The following table sets forth the Company's real estate investments as of
September 30, 1999 (in thousands):
<TABLE>
<S> <C> <C> <C> <C> <C>
Less
Development Accumulated
Land Building In-Progress Depreciation Total
INDUSTRIAL BUILDINGS
Northern California $ 44,238 $106,382 $ - $ 7,721 $142,899
Arizona 16,181 41,306 - 2,189 55,298
Southern California 17,663 40,381 - 2,906 55,138
Greater Kansas City Area 3,242 15,244 - 1,574 16,912
Texas 2,981 11,127 - 343 13,765
Greater Portland Area 2,652 8,732 - 1,039 10,345
Denver, Colorado 1,911 3,284 - 321 4,874
Total Industrial 88,868 226,456 - 16,093 299,231
SUBURBAN OFFICE BUILDINGS
Northern California 6,023 17,826 - 970 22,879
Arizona 10,703 23,636 - 757 33,582
Southern California 9,362 21,450 - 1,171 29,641
Greater Kansas City Area 3,330 5,451 - 426 8,355
Texas 2,766 7,093 - 366 9,493
Denver, Colorado 5,560 45,565 - 1,519 49,606
Greater Seattle Area 23,652 110,423 - 3,079 130,996
Reno, Nevada 2,102 10,692 - 605 12,189
Total Suburban Office 63,498 242,136 - 8,893 296,741
PROPERTIES HELD FOR SALE
Northern California 3,683 4,844 - 373 8,154
Arizona 1,332 2,666 - 138 3,860
Southern California 1,558 3,475 - 144 4,889
Greater Kansas City Area 1,144 3,722 - 103 4,763
Total Operating Properties Held for Sale 7,717 14,707 - 758 21,666
PROPERTIES UNDER DEVELOPMENT
Northern California - - 4,307 - 4,307
Arizona - - 8,476 - 8,476
Colorado - - 3,646 - 3,646
Greater Seattle Area - - 3,522 - 3,522
Total Properties Under Development - - 19,951 - 19,951
LAND HELD FOR DEVELOPMENT
Northern California 2,136 - - - 2,136
Southern California 702 - - - 702
Texas 188 - - - 188
Colorado 1,002 - - - 1,002
Total Land Held for Development 4,028 - - - 4,028
Total $164,111 $483,299 $19,951 $25,744 $641,617
</TABLE>
Company personnel directly manage all but eleven of the Company's properties
from regional offices in Lafayette, CA; Tustin, CA; Phoenix, AZ; Lenexa, KS;
and Seattle, WA. For the eleven properties located in markets not served by one
of the Company's regional offices, the Company has subcontracted management to
local firms. All financial record-keeping is centralized at the Company's
corporate office in Lafayette, CA.
The Company has contractual construction commitments of approximately $2.3
million at September 30, 1999 relating to seven of its properties under
development.
Note 3. Debt
Bank Loan Payable
In June 1998, the Company amended and restated its secured revolving credit
facility with Bank of America. Under this facility, which matures June 15,
2001, the Company can borrow up to $175 million on a secured basis. The
facility contains an unsecured sub-line of $50 million. Secured loans bear
interest at a floating rate equal to either the lender's published "reference
rate" or LIBOR plus a margin ranging from 1.10% to 1.35% depending on the
Company's leverage level. The interest rate on the unsecured loans is either
the lender's published "reference rate" or LIBOR plus a margin of 1.50%. The
credit facility contains various restrictive covenants including, among other
things, a covenant limiting quarterly dividends to 95% of average Funds From
Operations. As of September 30, 1999, the Company was in compliance with the
covenants and requirements of its revolving credit facility, which had an
outstanding balance of $136,519,000. The credit facility is secured by
mortgages on 44 properties (which properties collectively accounted for
approximately 45% of the Company's Annualized Base Rent and approximately 39%
of the Company's total assets as of September 30, 1999), together with the
rental proceeds from such properties.
In February 1999, the credit facility was restructured to include a $30 million
bridge facility which bore the same interest rate as the $175 million facility.
In May 1999, the Company obtained a total of $108 million of new first mortgage
financing from Teachers Insurance and Annuity Association of America (TIAA).
The proceeds from the mortgage loans were used to pay off and retire the $30
million bridge facility and pay down the outstanding balance on its $175 million
line of credit.
The daily weighted average amount owing to the bank was $105,569,000 and
$77,818,000 for the nine months ended September 30, 1999 and 1998,
respectively. The weighted average interest rates in each of these periods was
6.34% and 7.02%, respectively. The effective interest rate at September 30,
1999 was 6.61%.
Mortgage Loans Payable
In May 1999, the Company obtained a total of $108 million of new first mortgage
financing from TIAA. The financing consists of a $43.45 million 10-year loan,
a $37.20 million 8-year loan, and a $27.35 million 6-year loan. The mortgage
financing is secured by 16 properties (which properties collectively accounted
for approximately 24% of the Company's Annualized Base Rent and approximately
21% of the Company's total assets as of September 30, 1999), together with the
rental proceeds from such properties. These mortgage loans bear interest at a
fixed rate of 7.17%. The Company is in the process of obtaining another $22
million of new first mortgage financing from TIAA. The loan is expected to
close in November 1999.
Mortgage loans payable at September 30, 1999 consist of the following (in
thousands):
7.5% note due January 1, 2002 $ 23,994
7.02% note due March 15, 2003 19,339
7.17% note due June 1, 2005 27,251
8.9% note due July 31, 2006 8,555
6.91% note due July 31, 2006 20,376
7.17% note due June 1, 2007 37,065
7.75% note due April 1, 2009 990
7.17% note due June 1, 2009 43,292
$180,862
The mortgage loans are collaterized by 35 properties (which properties
collectively accounted for approximately 46% of the Company's Annualized
Base Rent and approximately 39% of the Company's total assets as of
September 30, 1999).
The following table presents scheduled principal payments on mortgage loans as
of September 30, 1999 (in thousands):
Twelve month period ending September 30, 2000 $ 3,013
Twelve month period ending September 30, 2001 3,278
Twelve month period ending September 30, 2002 26,081
Twelve month period ending September 30, 2003 21,053
Twelve month period ending September 30, 2004 3,005
Thereafter 124,432
$180,862
Note 4. Comprehensive Income
There are no adjustments necessary to net income as presented in the
accompanying consolidated statements of income to derive comprehensive income
in accordance with FASB Statement No. 130, Reporting Comprehensive Income.
Note 5. Segment Disclosure
The Company has five reportable segments organized by the region in which they
operate: Northern California (Northern California, Utah and Nevada), Southwest
(Arizona and greater Austin, Texas), Southern California, Northwest (greater
Portland, Oregon and greater Seattle, Washington), and Midwest (greater Kansas
City, Kansas/Missouri, greater Dallas, Texas and Colorado).
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company evaluates performance
based upon income from real estate from the combined properties in each segment.
Note 5. Segment Disclosure (continued)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
For the nine months ended September 30, 1999 (in thousands)
Northern Southern Corporate
California Southwest California Northwest Midwest & Other Consolidated
Rental income $ 24,693 $ 11,361 $ 8,981 $ 10,760 $ 10,381 $ 4 $ 66,180
Operating expenses and real estate taxes 5,258 2,823 1,710 2,683 3,143 300 15,917
Depreciation and amortization 3,063 1,588 1,230 1,686 1,487 - 9,054
Income from property operations $ 16,372 $ 6,950 $ 6,041 $ 6,391 $ 5,751 $ (296) $ 41,209
Percent of income from property operations 40% 17% 15% 15% 14% (1%) 100%
General and administrative expenses - - - - - (2,632) (2,632)
Interest income(1) 18 - - 3 - 100 121
Interest expense - - - - - (13,212) (13,212)
Income before minority interest and
gain on sale 16,390 6,950 6,041 6,394 5,751 (16,040) 25,486
Gain on sale of real estate investments 7,756 - 45 - - - 7,801
Minority interest - - - - - (96) (96)
Income before extraordinary item 24,146 6,950 6,086 6,394 5,751 (16,136) 33,191
Loss on early extinguishment of debt (298) - - - - - (298)
Net income $ 23,848 $ 6,950 $ 6,086 $ 6,394 $ 5,751 $(16,136) $ 32,893
Real estate investments $202,233 $125,475 $ 94,590 $148,983 $96,080 - $667,361
Additions (dispositions) of
real estate investments $ (7,356) $ 16,043 $ 17,192 $ 35,733 $ 5,768 - $ 67,380
Total assets $212,641 $115,871 $100,432 $133,734 $94,193 $ 5,757 $662,628
</TABLE>
(1) The interest income in the Northern California and Northwest segments
represents interest earned from tenant notes receivable.
Note 5. Segment Disclosure (continued)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
For the nine months ended September 30,1998 (in thousands)
Northern Southern Corporate
California Southwest California Northwest Midwest & Other Consolidated
Rental income(1) $ 22,536 $ 8,572 $ 7,530 $ 6,049 $ 7,971 $ (23) $ 52,635
Operating expenses and real estate taxes 4,972 2,206 1,563 909 2,212 456 12,318
Depreciation and amortization 2,886 1,167 1,081 1,048 1,125 - 7,307
Income from property operations 14,678 5,199 4,886 4,092 4,634 (479) 33,010
Percent of income from property operations 44% 16% 15% 12% 14% (1%) 100%
General and administrative expenses - - - - - (2,369) (2,369)
Interest income(2) 10 - - 15 - 153 178
Interest expense - - - - - (7,480) (7,480)
Income before minority interest and
gain on sale 14,688 5,199 4,886 4,107 4,634 (10,175) 23,339
Minority interest - - - - - (86) (86)
Net income $ 14,688 $ 5,199 $ 4,886 $ 4,107 $ 4,634 $(10,261) $ 23,253
Real estate investments $207,828 $101,453 $77,083 $111,222 $89,658 - $587,244
Additions to real estate investments $ 22,421 $ 33,441 $ 6,034 $ 54,824 $38,453 - $155,173
Total assets $208,523 $ 97,860 $80,970 $108,271 $86,779 $ 5,453 $587,856
</TABLE>
(1) ($23) in Corporate rental income represents rental refund and prior year
expense reimbursement for Academy Place (sold 10/97).
(2) The interest income in the Northern California and Northwest segments
represents interest earned from tenant notes receivable.
Note 6. Fair Value of Financial Instruments
The carrying values of trade accounts payable and receivable approximate fair
value due to the short-term maturity of these instruments. Management has
determined that the market value of the $180,862,000 fixed rate debt is
approximately $175,371,000 based on the terms of existing debt compared to those
available in the marketplace. Variable rate debt bears interest at current
market rates, thus the carrying value of this debt approximates fair value.
Note 7. Earnings per Share
Following is a reconciliation of earnings per share:
(in thousands, except share and per share amounts)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended September 30, Nine Months Ended September 30,
1999 1998 1999 1998
Basic:
Income before extraordinary item $ 8,815 $ 7,928 $ 33,191 $ 23,253
Extraordinary item-loss on early extinguishment of debt - - (298) -
Net income $ 8,815 $ 7,928 $ 32,893 $ 23,253
Weighted average number of shares - basic 21,591,869 22,649,403 21,954,307 22,616,558
Income before extraordinary item $ 0.41 $ 0.35 $ 1.51 $ 1.03
Extraordinary item-loss on early extinguishment of debt - - (0.01) -
Net income $ 0.41 $ 0.35 $ 1.50 $ 1.03
Diluted:
Income before extraordinary item $ 8,815 $ 7,928 $ 33,191 $ 23,253
Add: Minority interest 31 29 96 86
Extraordinary item-loss on early extinguishment of debt - - (298) -
Net income for diluted earnings per share $ 8,846 $ 7,957 $ 32,989 $ 23,339
Weighted average number of shares (from above) 21,591,869 22,649,403 21,954,307 22,616,558
Weighted average shares of dilutive stock
options using average period stock price
under the treasury stock method 74,984 189,834 65,523 227,186
Weighted average shares issuable upon the
conversion of operating partnership units 77,990 86,888 83,889 90,552
Weighted average number of shares -
assuming dilution 21,744,843 22,926,125 22,103,719 22,934,296
Income before extraordinary item $ 0.41 $ 0.35 $ 1.50 $ 1.02
Extraordinary item-loss on early extinguishment of debt - - (0.01) -
Net income for diluted earnings per share $ 0.41 $ 0.35 $ 1.49 $ 1.02
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Results of Operations
The Company's operations consist of developing, owning and operating
industrial and suburban office properties located primarily in the Western
United States.
Increases in revenues, expenses and net income in the three and nine months
ended September 30, 1999 when compared with the same periods in 1998 were due
primarily to property additions during 1999 and 1998, offset in part by the
sale of operating properties as follows:
<TABLE>
<S> <C> <C> <C> <C>
Activities from January 1, 1998 Activities from October 1, 1998
to September 30, 1998 to September 30, 1999
Number of Square Number of Square
Operating Properties Feet Operating Properties Feet
Acquisitions
Industrial 13 817,000 7 412,000
Office 6 650,000 2 180,000
19 1,467,000 9 592,000
Sales
Industrial - - 2 276,000
Office - - 1 114,000
- - 3 390,000
</TABLE>
Three Months Ended September 30, 1999 Compared with Three Months Ended
September 30, 1998
Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $1,890,000 or 16% in 1999 compared with 1998. This is
due to an increase in rental income of $2,319,000 partially offset by an
increase in rental expenses (which include operating expenses, real estate
taxes and depreciation and amortization) of $429,000.
The increase in rental income and expenses is primarily attributable to
properties acquired and, to a lesser extent, properties developed during 1999
and 1998. These activities increased rental income and rental expenses in
1999 by $2,128,000 and $879,000, respectively, as compared to 1998. This was
partially offset by the sale of two industrial properties and one office
property in 1999 which resulted in a reduction in rental income and rental
expenses of $620,000 and $250,000, respectively. The remaining increase in
rental income is due to an overall increase in rental rates. The remaining
increase in rental expenses is mainly due to increases in property tax
assessments, depreciation expense, management fees, landscaping costs and
other property operating expenses.
Expenses
Interest expense, which includes amortization of loan fees, increased
$1,132,000 or 31% in 1999 compared with 1998. The increase is attributable
to the Company's higher level of borrowings and related costs to finance the
property additions during 1998 and 1999 and the repurchase of shares since
December 1998. The amortization of loan fees was $346,000 and $238,000 in
the third quarter of 1999 and 1998, respectively. General and administrative
expenses remained relatively unchanged in the third quarter of 1999 compared
with 1998.
Gain on sale
In August 1999, the Company sold 331 Doherty Avenue in Modesto, California
for a net sales price of $4,012,000, which resulted in a gain of
approximately $218,000. The sale of 331 Doherty Avenue was completed as part
of a tax-deferred exchange, under Section 1031 of the Internal Revenue Code,
in which the Company has identified a property for future acquisition.
Nine Months Ended September 30, 1999 Compared with Nine Months Ended
September 30, 1998
Income from Property Operations
Income from property operations increased $8,199,000 or 25% in 1999 compared
with 1998. This is due to an increase in rental income of $13,545,000
partially offset by an increase in rental expenses of $5,346,000.
The increase in rental income and expenses is primarily attributable to
properties acquired and, to a lesser extent, properties developed during 1999
and 1998. These activities increased rental income and rental expenses in
1999 by $11,716,000 and $5,808,000, respectively, as compared to 1998. This
was partially offset by the sale of two industrial properties and one office
property in 1999 which resulted in a reduction in rental income and rental
expenses of $780,000 and $422,000, respectively. The remaining increase in
rental income and expense is due to increased occupancy in 1999 as compared
to 1998, as well as an overall increase in rental rates.
Expenses
Interest expense, which includes amortization of loan fees, increased
$5,732,000 or 77% in 1999 compared with 1998. The increase is attributable
to the Company's higher level of borrowings and related costs to finance the
property additions during 1998 and 1999 and the repurchase of shares since
December 1998. The amortization of loan fees was $1,113,000 and $750,000 in
the nine months ended September 30 of 1999 and 1998, respectively. General
and administrative expenses increased $263,000 or 11% in 1999 compared with
1998. The increase is attributable to the Company's use of an outside
investor relations firm in 1999.
Gain on sale
In March 1999, the Company sold 417 Eccles in South San Francisco,
California, for a net sales price of $1,789,000, which resulted in a gain of
approximately $540,000. In June 1999, the Company sold Woodlands Tower II in
Salt Lake City, Utah, for a net sales price of $13,122,000, which resulted in
a gain of approximately $6,998,000. In June 1999, the Company also sold Oak
Ridge Land in Vista, California, for a net sales price of $423,000, which
resulted in a gain of approximately $45,000. In August 1999, the Company
sold 331 Doherty Avenue in Modesto, California for a net sales price of
$4,012,000, which resulted in a gain of approximately $218,000. The sales of
Woodlands Tower II and 331 Doherty Avenue were completed as part of a tax-
deferred exchange, under Section 1031 of the Internal Revenue Code, in which
the Company acquired three properties and has identified a fourth property
for future acquisition.
Liquidity and Capital Resources
In June 1998, the Company amended and restated its secured revolving credit
facility with Bank of America. Under this facility, which matures June 15,
2001, the Company can borrow up to $175 million on a secured basis. The
facility contains an unsecured sub-line of $50 million. Secured loans bear
interest at a floating rate equal to either the lender's published "reference
rate" or LIBOR plus a margin ranging from 1.10% to 1.35% depending on the
Company's leverage level. The interest rate on the unsecured loans is either
the lender's published "reference rate" or LIBOR plus a margin of 1.50%. As
of September 30, 1999, the Company was in compliance with the covenants and
requirements of its revolving credit facility, which had an outstanding
balance of $136,519,000, outstanding letters of credit of $2,189,000, and
remaining availability of $36,292,000.
In February 1999, the credit facility was restructured to include a $30
million bridge facility which bore the same interest rate as the $175 million
facility. In May 1999, the Company obtained a total of $108 million of new
first mortgage financing from Teachers Insurance and Annuity Association of
America (TIAA). The proceeds from the mortgage loans were used to pay off
and retire the $30 million bridge facility and pay down the outstanding
balance on the $175 million line of credit.
The financing of the TIAA Mortgage consists of a $43.45 million 10-year loan,
a $37.20 million 8-year loan, and a $27.35 million 6-year loan. The mortgage
financing is secured by 16 properties, together with the rental proceeds from
such properties. These mortgage loans bear interest at a fixed rate of
7.17%. The Company is in the process of obtaining another $22 million of new
first mortgage financing from TIAA. The loan is expected to close in
November 1999.
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.
During the nine months ended September 30, 1999, the Company's operating
activities provided cash flow of $33,710,000. Investing activities utilized
cash of $79,380,000 for real estate acquisitions, offset by proceeds from
real estate sales of $19,346,000. Financing activities provided net cash
flow of $26,377,000 consisting of the net proceeds from bank borrowings and
mortgage loans of $214,430,000 and net proceeds from the exercise of stock
options, issuance of restricted stock and vesting of restricted stock of
$1,389,000, offset by repayment of bank borrowings and mortgage loans of
$126,605,000, payment of dividends and distributions of $24,617,000,
redemption of partnership units of $160,000, and the repurchase of 2,265,725
shares of common stock for $38,060,000.
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 certain 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 bank credit facility bear
interest at a floating rate. The Company recognizes that its results from
operations may be impacted negatively by future increases in interest rates
and any additional borrowings to finance additional property acquisitions.
While the Company has historically been successful in renewing and reletting
space, the Company is subject to the risk that certain leases expiring in
1999 and beyond 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. These factors include the following:
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 and other operating expense.
Dividends
Common stock dividends declared for the third quarter of 1999 were $0.39 per
share. Distributions declared for the third quarter of 1999 were $0.39 per
OP Unit. Consistent with the Company's policy, dividends and distributions
were paid in the quarter after the quarter in which they were declared.
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 its 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. There can be no assurance, however, that future discoveries
or events at the Company's properties, or changes to current environmental
regulations, will not result in such a material adverse impact.
Financial Performance
Management considers Funds From Operations (FFO) to be one measure of the
performance of an equity REIT. FFO during the three and nine months ended
September 30, 1999 amounted to $11,805,000 and $34,540,000, respectively.
During the same periods in 1998, FFO amounted to $10,896,000 and $30,646,000,
respectively. FFO 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. FFO is generally defined by the National
Association of Real Estate Investment Trusts as net income (loss) (computed
in accordance with generally accepted accounting principles), excluding gains
(losses) from debt restructurings, sales of property and non-recurring items,
plus depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. FFO was computed by the Company in
accordance with this definition. FFO does not represent cash generated by
operating activities in accordance with 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 (loss) as
an indicator of the Company's operating performance or as an alternative to
cash flow as a measure of liquidity. Further, FFO as disclosed by other
REITs may not be comparable to the Company's presentation.
<TABLE>
<C> <C> <C> <C> <C>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Funds From Operations (in thousands):
Net Income $ 8,815 $ 7,928 $ 32,893 $ 23,253
Add Back:
Depreciation and Amortization 3,149 2,939 9,054 7,307
Minority Interest 31 29 96 86
Extraordinary Item - - 298 -
Less Gain on Sale (190) - (7,801) -
Funds From Operations $ 11,805 $ 10,896 $ 34,540 $ 30,646
</TABLE>
Year 2000 Compliance
The year 2000 problem relates to the ability of computer systems and programs
to recognize and process dates after the year 1999. Most computer and
embedded systems, which use two digits to specify a year, if not modified
prior to the year 2000, will be unable to distinguish between the year 1900
and the year 2000. The failure to distinguish between such dates could have
detrimental effects on business critical systems and could cause disruptions
in building services, such as security systems, HVAC/building automation, and
energy management systems.
In the first quarter of 1998, the Company formed a Year 2000 project team
which includes the Chief Operating Officer (COO), legal counsel, information
systems (IS) consultants, and property managers. The COO and IS consultants
conduct monthly meetings to review and monitor progress relating to the Year
2000 project. The Year 2000 project is divided into two distinct parts: (1)
information systems and (2) embedded systems.
The information systems portion of the Year 2000 project pertains to the
Company's internal computer systems, hardware and software and entailed the
following actions: (1) compiling an inventory of all hardware and software
used in the Company's information processing systems, including personal
computers, servers, routers, hubs, switches, phone and voice equipment,
operating systems, e-mail systems, accounting software, fixed asset software,
office automation software, internet and other service providers, wide area
and local area network carriers, and web host, (2) obtaining product
certifications from vendors and manufacturers, stating that their products
are Y2K compliant, (3) obtaining Y2K upgrades for software from web sites and
identifying non-Y2K compliant personal computers, (4) legal review and
recommendations by legal counsel, (5) determining alternative solutions,
financial and personnel resources necessary, and costs to remediate any
information systems or components thereof, which are not Y2K compliant, and
(6) completing all system upgrades to achieve Y2K compliance.
The embedded systems portion of the Year 2000 project is related to building
services, such as HVAC/building automation, electrical, lighting, emergency
power, fire and safety, elevator, parking access, security, and energy
management. This portion of the Year 2000 project entailed the following:
(1) compiling an inventory of all physical systems on each property where the
Company provides any of the aforementioned services, (2) obtaining product
certifications from vendors and manufacturers, stating that their products
are Y2K compliant, (3) identifying testing procedures and cost of
implementation of solutions, (4) performing selective system tests on a
sample of the Company's portfolio based on the type of the property, tenant
makeup, location, and size, (5) reviewing the results of these tests and
identifying alternative solutions, resources, and costs to remediate any
embedded system or component thereof, which were not Y2K compliant, (6)
developing a review and certification process for newly acquired properties,
(7) legal review and recommendations by the legal counsel, and (8) completing
all embedded system upgrades to achieve Y2K compliance.
The Company has planned a "Y2K Weekend Watch" for which personnel will be on
duty to insure a staff presence for each building in the Company's real
estate portfolio during the weekend of December 31, 1999. In addition, IS
consultants will be on duty to monitor the Company's information systems.
As of September 30, 1999, the Company has expensed approximately $39,000 on
surveys and systems reviews and expects to expense an additional $42,000
during the fourth quarter of 1999. The Company believes that Year 2000
compliance will not have a material impact on the Company's financial
statements. There can be no assurance, however, that a failure of either our
information systems or our embedded systems to be Y2K compliant will not
result in such a material adverse impact.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to interest rate changes primarily as a result of its
line of credit and long-term debt used to maintain liquidity and fund capital
expenditures and expansion of the Company's real estate investment portfolio
and operations. The Company's interest rate risk management objective is to
limit the impact of interest rate changes on earnings and cash flows and to
lower its overall borrowing costs. To achieve its objectives the Company
balances its borrowings between fixed and variable rate debt. The Company
does not enter into derivative or interest rate transactions for speculative
purposes.
The Company's interest rate risk is monitored using a variety of techniques.
The table below presents the principal amounts, weighted average interest
rates, fair values and other terms required by year of expected maturity to
evaluate the expected cash flows and sensitivity to interest rate changes (in
thousands):
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Twelve Month Period Ending September 30,
Fair
2000 2001 2002 2003 2004 Thereafter Total Value
Variable rate LIBOR debt - 136,519 - - - - 136,519 136,519
Average interest rate - 6.61% - - - - 6.61% 6.61%
Fixed rate debt 3,013 3,278 26,081 21,053 3,005 124,432 180,862 175,371
Average interest rate 7.28% 7.28% 7.47% 7.06% 7.29% 7.24% 7.25% 7.95%
</TABLE>
As the table incorporates only those exposures that exist as of September 30,
1999, it does not consider those exposures or positions which could arise
after that date. Moreover, because firm commitments are not presented in the
table above, the information presented therein has limited predictive value.
As a result, the Company's ultimate realized gain or loss with respect to
interest rate fluctuations will depend on the exposures that arise during the
period, the Company's hedging strategies at that time, and interest rates.
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 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.
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.
27* Financial Data Schedule
* Filed herewith
B. Reports on Form 8-K
None
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, hereunto duly authorized.
Dated: November 12, 1999
BEDFORD PROPERTY INVESTORS, INC.
(Registrant)
By: /s/ HANH KIHARA
Hanh Kihara
Senior Vice President and
Chief Financial Officer
By: /s/ KRISTA K. ROWLAND
Krista K. Rowland
Vice President Controller
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> $ 1,339
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,554
<PP&E> 667,361
<DEPRECIATION> (25,744)
<TOTAL-ASSETS> 662,628
<CURRENT-LIABILITIES> 21,368
<BONDS> 317,381
<COMMON> 414
0
0
<OTHER-SE> 318,952
<TOTAL-LIABILITY-AND-EQUITY> 662,628
<SALES> 0
<TOTAL-REVENUES> 66,301
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,603
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,212
<INCOME-PRETAX> 33,191
<INCOME-TAX> 0
<INCOME-CONTINUING> 33,191
<DISCONTINUED> 0
<EXTRAORDINARY> 298
<CHANGES> 0
<NET-INCOME> 32,893
<EPS-BASIC> $ 1.50
<EPS-DILUTED> $ 1.49
</TABLE>
