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, 2000.
___ 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 3, 2000
Common Stock, $0.02 par value 17,652,521
BEDFORD PROPERTY INVESTORS, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
ITEM 1. FINANCIAL STATEMENTS
Statement 1
Consolidated Balance Sheets as of September 30, 2000 (Unaudited)
and December 31, 1999 2
Consolidated Statements of Income for the three and nine months ended
September 30, 2000 and 1999 (Unaudited) 3
Consolidated Statements of Stockholders' Equity for the year ended
December 31, 1999 and the nine months ended September 30, 2000
(Unaudited) 4
Consolidated Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999 (Unaudited) 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 20
PART II. OTHER INFORMATION
ITEMS 1 - 6 21
SIGNATURES 22
Exhibit 27 23
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,
1999.
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, 2000 (Unaudited) AND DECEMBER 31, 1999
(in thousands, except share and per share amounts)
<TABLE>
<S> <C> <C>
September 30, 2000 December 31, 1999
Assets:
Real estate investments:
Industrial buildings $300,636 $279,367
Office buildings 287,534 294,420
Operating properties held for sale 20,262 80,563
Properties under development 10,189 19,246
Land held for development 6,029 6,137
624,650 679,733
Less accumulated depreciation 33,067 28,695
591,583 651,038
Cash 3,004 1,584
Other assets 34,741 18,788
$629,328 $671,410
Liabilities and Stockholders' Equity:
Bank loan payable $ 80,396 $137,156
Mortgage loans payable 225,104 206,880
Accounts payable and accrued expenses 11,136 9,767
Dividend and distributions payable 7,993 8,270
Other liabilities 6,913 7,928
Total liabilities 331,542 370,001
Minority interest in consolidated partnership 1,229 1,229
Stockholders' equity:
Common stock, par value $0.02 per share;
authorized 50,000,000 shares; issued and
outstanding 17,665,180 shares in 2000 and
19,613,472 shares in 1999 353 392
Additional paid-in capital 314,647 353,220
Accumulated dividends in
excess of net income (18,443) (53,432)
Total stockholders' equity 296,557 300,180
$629,328 $671,410
</TABLE>
See accompanying notes to consolidated financial statements.
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
(in thousands, except share and per share amounts)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Nine Months
2000 1999 2000 1999
Property operations:
Rental income $ 24,662 $ 22,475 $ 74,011 $ 66,180
Rental expenses:
Operating expenses 4,149 3,396 12,491 10,288
Real estate taxes 2,034 1,849 6,868 5,629
Depreciation and amortization 3,537 3,149 10,060 9,054
Income from property operations 14,942 14,081 44,592 41,209
General and administrative expenses (830) (669) (2,656) (2,632)
Interest income 203 40 310 121
Interest expense (6,626) (4,796) (18,975) (13,212)
Income before gain on sales of real estate
investments and minority interest 7,689 8,656 23,271 25,486
Gain on sales of real estate investments, net 20,200 190 35,427 7,801
Minority interest (35) (31) (101) (96)
Income before extraordinary item 27,854 8,815 58,597 33,191
Loss on early extinguishment of debt - - - (298)
Net income $ 27,854 $ 8,815 $ 58,597 $ 32,893
Earnings per share - basic:
Income before extraordinary item $ 1.54 $ 0.41 $ 3.16 $ 1.51
Extraordinary item - loss on early
extinguishment of debt - - - (0.01)
Net income per share - basic $ 1.54 $ 0.41 $ 3.16 $ 1.50
Weighted average number of shares - basic 18,074,925 21,591,869 18,537,680 21,954,307
Earnings per share - diluted:
Income before extraordinary item $ 1.52 $ 0.41 $ 3.12 $ 1.50
Extraordinary item - loss on early
extinguishment of debt - - - (0.01)
Net income per share - diluted $ 1.52 $ 0.41 $ 3.12 $ 1.49
Weighted average number of shares - diluted 18,396,361 21,744,843 18,784,051 22,103,719
</TABLE>
See accompanying notes to consolidated financial statements.
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (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, 1998 $ 453 $407,760 $(60,624) $347,589
Issuance of common stock 6 1,978 - 1,984
Repurchase and retirement of common stock (67) (56,518) - (56,585)
Net income - - 39,855 39,855
Dividends to common stockholders
($1.56 per share) - - (32,663) (32,663)
Balance, December 31, 1999 $ 392 $353,220 $(53,432) $300,180
Issuance of common stock 6 2,844 - 2,850
Repurchase and retirement of common stock (45) (41,417) - (41,462)
Net income - - 58,597 58,597
Dividends to common stockholders
($1.29 per share) - - (23,608) (23,608)
Balance, September 30, 2000 $ 353 $314,647 $(18,443) $296,557
</TABLE>
See accompanying notes to consolidated financial statements.
BEDFORD PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
(in thousands)
<TABLE>
<S> <C> <C>
2000 1999
Operating Activities:
Net income $ 58,597 $ 32,893
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 101 96
Depreciation and amortization 11,484 10,389
Gain on sales of real estate investments, net (35,427) (7,801)
Change in other assets (4,873) (4,462)
Change in accounts payable and
accrued expenses 765 1,559
Change in other liabilities (960) 1,036
Net cash provided by operating activities $ 29,687 $ 33,710
Investing Activities:
Deposit for future acquisitions $ (16,277) $ -
Investments in real estate (23,011) (79,380)
Proceeds from sales of real estate investments, net 113,121 19,346
Net cash provided (used) by investing activities $ 73,833 $ (60,034)
Financing Activities:
Proceeds from bank loan payable, net of loan costs $ 59,800 $ 107,044
Repayments of bank loan payable (116,856) (118,343)
Proceeds from mortgage loans payable, net of loan costs 30,221 107,386
Repayments of mortgage loans payable (12,666) (8,262)
Issuance of common stock 2,850 1,389
Redemption of partnership units - (160)
Payment of dividends and distributions (23,987) (24,617)
Repurchase and retirement of common stock (41,462) (38,060)
Net cash (used) provided by financing activities $(102,100) $ 26,377
Net increase in cash $ 1,420 $ 53
Cash at beginning of period 1,584 1,286
Cash at end of period $ 3,004 $ 1,339
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized of
$1,691 in 2000 and $1,551 in 1999 $ 17,777 $ 11,628
</TABLE>
See accompanying notes to consolidated financial statements.
BEDFORD PROPERTY INVESTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2000
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 for 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 period. Stock options issued under the Company's stock
option plans, non-vested restricted stock, and the limited partnership units of
Bedford Realty Partners, L.P. are included in the calculation of diluted per
share data if, upon exercise or vestiture, they would have a dilutive effect.
Note 2. Real Estate Investments
As of September 30, 2000, the Company's real estate investments were diversified
by property type as follows (dollars in thousands):
<TABLE>
<S> <C> <C> <C>
Number of Percent
Properties Cost of Total
Industrial buildings 60 $300,636 48%
Office buildings 27 287,534 46%
Operating properties held for sale 6 20,262 3%
Properties under development 6 10,189 2%
Land held for development 6 6,029 1%
Total 105 $624,650 100%
</TABLE>
The following table sets forth the Company's real estate investments as of
September 30, 2000 (in thousands):
<TABLE>
<S> <C> <C> <C> <C> <C>
Less
Development Accumulated
Land Building In-Progress Depreciation Total
Industrial buildings
Northern California $ 44,238 $107,491 - $ 11,180 $140,549
Arizona 20,218 55,906 - 3,674 72,450
Southern California 18,308 42,656 - 4,015 56,949
Greater Seattle Area 3,409 8,410 - 309 11,510
Total industrial buildings 86,173 214,463 - 19,178 281,458
Office buildings
Northern California 5,781 21,477 - 1,296 25,962
Arizona 11,954 27,789 - 1,497 38,246
Southern California 9,361 21,634 - 1,672 29,323
Colorado 6,562 52,544 - 2,556 56,550
Greater Seattle Area 16,795 100,786 - 5,100 112,481
Nevada 2,102 10,749 - 852 11,999
Total office buildings 52,555 234,979 - 12,973 274,561
Operating properties held for sale
Greater Kansas City Area 812 1,415 - 58 2,169
Texas 4,056 8,782 - 466 12,372
Colorado 1,911 3,286 - 392 4,805
Total operating properties held for sale 6,779 13,483 - 916 19,346
Properties under development
Northern California 500 - 1,690 - 2,190
Colorado 4,918 - 3,081 - 7,999
Total properties under development 5,418 - 4,771 - 10,189
Land held for development
Northern California 2,357 - - - 2,357
Southern California 705 - - - 705
Colorado 2,323 - - - 2,323
Arizona 644 - - - 644
Total land held for development 6,029 - - - 6,029
Total $156,954 $462,925 $4,771 $ 33,067 $591,583
</TABLE>
Company personnel directly manage all but six of the Company's properties from
regional offices in Lafayette, California; Tustin, California; Phoenix,
Arizona; Lenexa, Kansas; Denver, Colorado; and Seattle, Washington. For the
six 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, California.
Income from property operations for operating properties held for sale as of
September 30, 2000 was $1,509,000 and $1,496,000 for the nine months ended
September 30, 2000 and 1999, respectively.
The Company has contractual construction commitments of approximately $8.4
million as of September 30, 2000 relating to seven of its properties under
development and one of its office properties.
Gain on sales
During the first quarter 1999, the Company sold an industrial property in South
San Francisco, California for a net sale price of $1,789,000, which resulted in
a gain of approximately $568,000.
In the second quarter 1999, the Company sold an office property in Salt Lake
City, Utah and a 1.35 acre parcel of land in Vista, California for net sale
prices totaling $13,545,000, which resulted in an aggregate gain of
approximately $7,043,000.
During the third quarter 1999, the Company sold an industrial property in
Modesto, California for a net sale price of $4,012,000, which resulted in a
gain of approximately $218,000. The sales of the properties in Salt Lake
City, Utah and Modesto, California were completed as part of a tax-deferred
exchange under Section 1031 of the Internal Revenue Code in which the Company
acquired four properties.
During the first quarter 2000, the Company sold an industrial property in San
Jose, California and two industrial properties in Beaverton, Oregon for net sale
prices totaling $36,339,000, which resulted in an aggregate gain of
approximately $15,234,000.
In the second quarter 2000, the Company sold an industrial property in San
Diego, California for a net sale price of $2,165,000, which resulted in a
loss of approximately $6,000.
During the third quarter 2000, the Company sold three office properties, ten
industrial properties, and a .99 acre parcel of land for net sale prices
totaling $74,617,000, which resulted in an aggregate net gain of approximately
$20,200,000. The properties were located in Mountain View, California;
Bellevue, Washington; Overland Park and Lenexa, Kansas; Kansas City, Missouri;
and Austin, Texas. The sale of the property in Mountain View, California 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. Net proceeds of approximately $16,277,000, which are being held
by a qualified third party exchange accommodator, are classified as other assets
as of September 30, 2000.
Note 3. Debt
Bank Loan Payable
In June 1998, the Company amended and restated its secured revolving credit
facility led by Bank of America. Under this facility, which matures
June 1, 2001, the Company can borrow up to $175 million on a secured basis.
The facility also contains an unsecured sub-line of $50 million. The 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 unsecured loans bear interest at either
the lender's published "reference rate" or LIBOR plus a margin of 1.50%. As of
September 30, 2000, the facility, which was all secured, had an outstanding
balance of $80,396,000, with an interest rate of LIBOR plus 1.35%. The credit
facility is secured by mortgages on 28 properties, which properties collectively
accounted for approximately 29% of the Company's annualized base rent and
approximately 31% of the Company's total real estate assets as of
September 30, 2000, together with the rental proceeds from such properties.
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, 2000, the Company was in compliance with
the covenants and requirements of its revolving credit facility.
The daily weighted average amount owed to the bank was $132,538,000 and
$105,569,000 for the nine months ended September 30, 2000 and 1999,
respectively. The weighted average interest rates in each of these periods was
7.68% and 6.34%, respectively. The effective interest rate at
September 30, 2000 was 7.98%.
Mortgage Loans Payable
In May 1999, the Company obtained a total of $108 million of mortgage financing
from TIAA. The financing consists of a $43.45 million 10-year loan, a $37.2
million 8-year loan, and a $27.35 million 6-year loan, all with interest at a
fixed rate of 7.17%. In November 1999, the Company obtained an additional
$22.15 million mortgage loan from TIAA. The loan has a 7-year term with
interest at a fixed rate of 7.95%. In December 1999, the Company obtained a
$4.6 million mortgage loan from Union Bank. The loan has a 5-year term with
interest at a variable rate of LIBOR plus 2.50%. In July 2000, the Company
obtained a total of $30.89 million of mortgage financing from Security Life of
Denver Insurance Company. The loans have a five year term with options to
renew for four additional five year terms. Interest on the mortgages are at a
variable rate of LIBOR plus 1.40%. Proceeds of the mortgage loans, net of loan
costs, were used to pay down a portion of the outstanding balance of the
Company's $175 million line of credit.
In September 2000, proceeds from the sale of real estate assets were used to pay
down $9,184,000 on the 7.5% note due January 1, 2002 and to pay $918,000 in full
satisfaction of the 7.17% note due April 1, 2009.
Mortgage loans payable at September 30, 2000 consist of the following (in
thousands):
7.50% note due January 1, 2002 $ 14,378
7.02% note due March 15, 2003 19,003
Floating rate note due January 1, 2005, current rate of 9.28% 4,566
7.17% note due June 1, 2005 26,836
8.90% note due July 31, 2006 8,382
6.91% note due July 31, 2006 20,015
7.95% note due December 1, 2006 21,933
7.17% note due June 1, 2007 36,501
7.17% note due June 1, 2009 42,633
Floating rate note due August 1, 2025, current rate of 8.02% 7,467
Floating rate note due August 1, 2025, current rate of 8.02% 23,390
$225,104
The mortgage loans are collaterized by 48 properties at September 30, 2000,
which properties collectively accounted for approximately 56% of the Company's
annualized base rents and approximately 54% of the Company's total real estate
assets as of September 30, 2000, together with the rental proceeds from such
properties. The Company was in compliance with the covenants and requirements
of its various mortgage financings as of September 30, 2000.
The following table presents scheduled principal payments on mortgage loans as
of September 30, 2000 (in thousands):
Twelve month period ending September 30, 2001 $ 3,739
Twelve month period ending September 30, 2002 17,832
Twelve month period ending September 30, 2003 21,861
Twelve month period ending September 30, 2004 3,881
Twelve month period ending September 30, 2005 32,683
Thereafter 145,108
$225,104
Note 4. Segment Disclosure
The Company has six reportable segments organized by the region in which they
operate: Northern California (Northern California and Nevada), Southwest
(Arizona and greater Austin, Texas), Southern California, Northwest (greater
Portland, Oregon and greater Seattle, Washington), Midwest (greater Kansas City,
Kansas/Missouri, and 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.
For the nine months ended September 30, 2000 (in
thousands, except percentages)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Northern Southern Corporate
California Southwest California Northwest Midwest Colorado & Other Consolidated
Rental income $ 24,944 $ 14,264 $ 10,247 $ 14,330 $ 3,615 $ 6,611 $ - $ 74,011
Operating expenses and real
estate taxes 5,332 4,082 1,985 4,363 1,198 2,399 - 19,359
Depreciation and
amortization 3,587 1,844 1,413 2,445 (86) 857 - 10,060
Income from property
operations 16,025 8,338 6,849 7,522 2,503 3,355 - 44,592
Percent of income from
property operations 36% 19% 15% 16% 6% 8% 0% 100%
General and administrative
expenses - - - - - - (2,656) (2,656)
Interest income(1) 20 1 - 1 1 - 287 310
Interest expense - (336) - - - - (18,639) (18,975)
Income before gain on sales
of real estate investments
and minority interest 16,045 8,003 6,849 7,523 2,504 3,355 (21,008) 23,271
Gain (loss) on sales of real
estate investments 26,019 (493) (6) 5,558 4,349 - - 35,427
Minority interest - - - - - - (101) (101)
Net income $ 42,064 $ 7,510 $ 6,843 $ 13,081 $ 6,853 $ 3,355 $(21,109) $ 58,597
Real estate investments $196,385 $126,371 $ 92,664 $129,400 $ 5,205 $74,625 $ - $624,650
Additions (dispositions) of
real estate investments $ (8,872) $ (7,141) $ (1,794) $(20,981) $(25,088) $ 8,793 $ - $(55,083)
Total assets $209,415 $118,146 $103,668 $117,145 $ 11,453 $65,668 $ 3,833 $629,328
</TABLE>
(1) The interest income in the Northern California, Southwest, Northwest, and
Midwest segments represents interest earned from tenant notes receivable.
For the nine months ended September 30, 1999 (in
thousands, except percentages)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Northern Southern Corporate
California Southwest California Northwest Midwest Colorado & Other Consolidated
Rental income $ 24,693 $ 11,361 $ 8,981 $ 10,760 $ 3,959 $ 6,422 $ 4 $ 66,180
Operating expenses and real
estate taxes 5,258 2,823 1,710 2,683 1,014 2,129 300 15,917
Depreciation and
amortization 3,063 1,588 1,230 1,686 622 865 - 9,054
Income from property
operations 16,372 6,950 6,041 6,391 2,323 3,428 (296) 41,209
Percent of income from
property operations 40% 17% 15% 15% 6% 8% (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 gain on sales
of real estate investments
and minority interest 16,390 6,950 6,041 6,394 2,323 3,428 (16,040) 25,486
Gain on sales 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 2,323 3,428 (16,136) 33,191
Loss on early
extinguishment of debt (298) - - - - - - (298)
Net income $ 23,848 $ 6,950 $ 6,086 $ 6,394 $ 2,323 $ 3,428 $(16,136) $ 32,893
Real estate investments $202,233 $125,475 $ 94,590 $148,983 $35,112 $60,968 $ - $667,361
Additions (dispositions) of
real estate investments $ (7,356) $ 16,043 $ 17,192 $ 35,733 $ 2,901 $ 2,867 $ - $ 67,380
Total assets $212,641 $115,871 $100,432 $133,734 $34,041 $60,152 $ 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. 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,
2000 1999 2000 1999
Basic:
Income before extraordinary item $ 27,854 $ 8,815 $ 58,597 $ 33,191
Extraordinary item - loss on early
extinguishment of debt - - - (298)
Net income $ 27,854 $ 8,815 $ 58,597 $ 32,893
Weighted average number of shares - basic 18,074,925 21,591,869 18,537,680 21,954,307
Earnings per share:
Income before extraordinary item $ 1.54 $ 0.41 $ 3.16 $ 1.51
Extraordinary item - loss on early
extinguishment of debt - - - (0.01)
Net income for basic earnings per share $ 1.54 $ 0.41 $ 3.16 $ 1.50
Diluted:
Income before extraordinary item $ 27,854 $ 8,815 $ 58,597 $ 33,191
Add: Minority Interest 35 31 101 96
Extraordinary item - loss on early
extinguishment of debt - - - (298)
Net income for diluted earnings per share $ 27,889 $ 8,846 $ 58,698 $ 32,989
Weighted average number of shares (from above) 18,074,925 21,591,869 18,537,680 21,954,307
Weighted average shares of dilutive stock
options using average period stock price
under the treasury stock method 79,174 74,984 49,488 65,523
Weighted average shares issuable upon the
conversion of operating partnership units 77,992 77,990 77,992 83,889
Weighted average shares of non-vested restricted
stock using average period stock price under
the treasury stock method 164,270 - 118,891 -
Weighted average number of shares - diluted 18,396,361 21,744,843 18,784,051 22,103,719
Earnings per share:
Income before extraordinary item $ 1.52 $ 0.41 $ 3.12 $ 1.50
Extraordinary item - loss on early
extinguishment of debt - - - (0.01)
Net income for diluted earnings per share $ 1.52 $ 0.41 $ 3.12 $ 1.49
</TABLE>
Note 6. Related Party Transactions
The Company's activities relating to the acquisition of new properties
and debt and equity financings have been performed by Bedford
Acquisitions, Inc. (BAI) pursuant to a written contract dated January
1, 1995, as amended. The contract provides that BAI is obligated to
provide services to the Company with respect to the Company's
acquisition and financing activities, and that BAI is responsible for
the payment of its expenses incurred in connection therewith. The
contract provides that BAI is to be paid a fee in an amount equal to
the lesser of (i)
1 1/2% of the gross amount of the aggregate purchase price of the
properties for acquisition and disposition, up to
1 1/2% of any loans arranged by BAI, plus 5% of development project
costs, or (ii) an amount equal to (a) the aggregate amount of approved
expenses funded by BAI through the time of such acquisitions,
dispositions, loans or development minus (b) the aggregate amount of
fees previously paid to BAI pursuant to such arrangement. In no event
will the aggregate amount of fees paid to BAI exceed the aggregate
amount of costs funded by BAI. The agreement with BAI has a term of
one year and is renewable at the option of the Company for additional
on-year terms. The current agreement will expire on January 1, 2001.
For the nine months ended September 30, 2000 and 1999, the Company
paid BAI $2,104,000 and $2,266,000, respectively, for acquisition,
disposition, and financing activities performed pursuant to the
foregoing arrangements. The Company believes that since the fees
charged under the foregoing arrangements (i) have been and continue to
be comparable to those charged by other sponsors of real estate
investment entities or other third party service providers and (ii)
have been and continue to be charged only for services on acquired
properties or completed financings, such fees are properly includable
in direct acquisition costs and capitalized as part of the asset or
financing activities.
Note 7. Subsequent Events
In October 2000, the Company sold two office properties, one
industrial property, and a 1.43 acre parcel of land for contract
prices totaling $17.995 million. The office properties, consisting of
102,848 rentable square feet, are located in Austin, Texas, and
Overland Park, Kansas. The industrial building, consisting of 68,580
rentable square feet, and the land parcel are located in Farmers
Branch, Texas. The Company used proceeds from the sales to pay down a
portion of the outstanding balance of the Company's $175 million line
of credit.
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 and expenses for the three and nine months ended
September 30, 2000 when compared with the same period in 1999 were due
primarily to property additions during 1999, offset in part by the
sales of operating properties in 2000 and 1999 as follows:
<TABLE>
<S> <C> <C> <C> <C>
Activities from January 1, 1999 Activities from October 1, 1999
to September 30, 1999 to September 30, 2000
Number of Square Number of Square
Operating Properties Feet Operating Properties Feet
Acquisitions
Industrial 4 231,893 1 101,835
Office 4 280,640 - -
8 512,533 1 101,835
Development
Industrial - - 8 443,895
Office - - 3 168,251
- - 11 612,146
Sales
Industrial 2 275,932 15 1,020,163
Office 1 114,352 3 211,356
3 390,284 18 1,231,519
</TABLE>
The increase in net income for the nine months ended September 30,
2000 when compared with the same period in 1999 was primarily due to
gain on sales of operating properties, discussed below.
Three Months Ended September 30, 2000 Compared with Three Months Ended
September 30, 1999
Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $861,000 or 6% in 2000 compared with 1999. This
is due to an increase in rental income of $2,187,000 partially offset
by an increase in rental expenses (which include operating expenses,
real estate taxes, and depreciation and amortization) of $1,326,000.
The increase in rental income and expenses is primarily attributable
to properties acquired in 1999 and, to a lesser extent, properties
developed during 1999 and 2000. These activities increased rental
income and rental expenses in 2000 by $2,218,000 and $1,316,000,
respectively, as compared to 1999. This was partially offset by the
sale of three industrial properties and one office property in 1999,
and the sale of fourteen industrial properties and three office
properties in 2000, which resulted in a reduction in rental income and
rental expenses of $1,350,000 and $335,000, 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.
Expenses
Interest expense, which includes amortization of loan fees, increased
$1,830,000 or 38% in 2000 compared with 1999. The increase is
attributable to the Company's higher level of borrowings and related
costs to finance the property acquisitions and development activities
during 1999 and 2000 and the repurchase of shares since November 1998.
The amortization of loan fees was $432,000 and $346,000 in the third
quarter of 2000 and 1999, respectively. General and administrative
expense increased $161,000 or 24% in the third quarter of 2000
compared with 1999, primarily the result of increased stock
compensation costs.
Gain on sales
During the third quarter 1999, the Company sold an industrial property
in Modesto, California for a net sale price of $4,012,000, which
resulted in a gain of approximately $218,000. The sale was completed
as part of a tax-deferred exchange, under Section 1031 of the Internal
Revenue Code, in which the Company acquired one property located in
Phoenix, Arizona.
During the third quarter 2000, the Company sold three office
properties, ten industrial properties, and a .99 acre parcel of land
for net sale prices totaling $74,617,000, which resulted in an
aggregate net gain of approximately $20,200,000. The properties were
located in Mountain View, California; Bellevue, Washington; Overland
Park and Lenexa, Kansas; Kansas City, Missouri; and Austin, Texas.
The sale of the property in Mountain View, California 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. Net proceeds of approximately $16,277,000, which are
being held by a qualified third party exchange accommodator, are
classified as other assets as of September 30, 2000.
Nine Months Ended September 30, 2000 Compared with Nine Months Ended
September 30, 1999
Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $3,383,000 or 8% in 2000 compared with 1999. This
is due to an increase in rental income of $7,831,000 partially offset
by an increase in rental expenses (which include operating expenses,
real estate taxes, and depreciation and amortization) of $4,448,000.
The increase in rental income and expenses is primarily attributable
to properties acquired in 1999 and, to a lesser extent, properties
developed during 1999 and 2000. These activities increased rental
income and rental expenses in 2000 by $8,062,000 and $3,730,000,
respectively, as compared to 1999. This was partially offset by the
sale of three industrial properties and one office property in 1999,
and the sale of fourteen industrial properties and three office
properties in 2000, which resulted in a reduction in rental income and
rental expenses of $3,388,000 and $1,170,000, 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.
Expenses
Interest expense, which includes amortization of loan fees, increased
$5,763,000 or 44% in 2000 compared with 1999. The increase is
attributable to the Company's higher level of borrowings and related
costs to finance the property acquisitions and development activities
during 1999 and 2000 and the repurchase of shares since November 1998.
The amortization of loan fees was $1,210,000 and $1,113,000 in the
first nine months of 2000 and 1999, respectively.
Gain on sales
During the first quarter 1999, the Company sold an industrial property
in South San Francisco, California for a net sale price of $1,789,000,
which resulted in a gain of approximately $568,000.
In the second quarter 1999 the Company sold an office property in Salt
Lake City, Utah and a 1.35 acre parcel of land in Vista, California
for net sale prices totaling $13,545,000, which resulted in an
aggregate gain of approximately $7,043,000.
During the third quarter 1999, the Company sold an industrial property
in Modesto, California for a net sale price of $4,012,000, which
resulted in a gain of approximately $218,000. The sales of the
properties in Salt Lake City, Utah and Modesto, California were
completed as part of a tax-deferred exchange under Section 1031 of the
Internal Revenue Code in which the Company acquired four properties.
During the first quarter 2000, the Company sold an industrial property
in San Jose, California and two industrial properties in Beaverton,
Oregon for net sale prices totaling $36,339,000, which resulted in an
aggregate gain of approximately $15,234,000.
In the second quarter 2000, the Company sold an industrial property in
San Diego, California for a net sale price of $2,165,000, which
resulted in a loss of approximately $6,000.
During the third quarter 2000, the Company sold three office
properties, ten industrial properties, and a .99 acre parcel of land
for net sale prices totaling $74,617,000, which resulted in an
aggregate net gain of approximately $20,200,000. The properties were
located in Mountain View, California; Bellevue, Washington; Overland
Park and Lenexa, Kansas; Kansas City, Missouri; and Austin, Texas.
The sale of the property in Mountain View, California 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. Net proceeds of approximately $16,277,000, which are
being held by a qualified third party exchange accommodator, are
classified as other assets as of September 30, 2000.
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 1, 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, 2000, the facility, which was all secured, had an
outstanding balance of $80,396,000, and an effective interest rate of
7.98%.
In May, 1999, the Company obtained a total of $108 million of mortgage
financing from TIAA. The financing consists of a $43.45 million 10-
year loan, a $37.2 million 8-year loan, and a $27.35 million 6-year
loan, all with interest at a fixed rate of 7.17%. In November 1999,
the Company obtained an additional $22.15 million mortgage loan from
TIAA. The loan has a 7-year term with interest at a fixed rate of
7.95%. In December 1999, the Company obtained a $4.6 million mortgage
loan from Union Bank. The loan has a 5-year term with interest at a
variable rate of LIBOR plus 2.50%. In July 2000, the Company obtained
a total of $30.89 million of mortgage financing from Security Life of
Denver Insurance Company. The loans have a five year term with
options to renew for four additional five year terms. Interest on the
mortgages are at a variable rate of LIBOR plus 1.40%. Proceeds from
the mortgage loans, net of loan costs, were used to pay down a portion
of the outstanding balance of the Company's $175 million line of
credit.
The Company was in compliance with the covenants and requirements of
its various debt financings as of September 30, 2000. 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, 2000, the Company's
operating activities provided cash flow of $29,687,000. Investing
activities utilized cash of $39,288,000 for real estate investments
and development, offset by proceeds from real estate sales of
$113,121,000. Financing activities utilized net cash flow of
$102,100,000 consisting of the net proceeds from bank borrowings and
mortgage loans of $90,021,000 and net proceeds from the issuance of
common stock of $2,850,000, offset by repayment of bank borrowings and
mortgage loans of $129,522,000, payment of dividends and distributions
of $23,987,000, and the repurchase of 2,263,122 shares of common stock
for $41,462,000.
Common stock dividends declared for the first and second quarters of
2000 were $0.42 per share, and $0.45 per share for the third quarter.
Distributions declared for the first and second quarters of 2000 were
$0.42 per OP Unit, and $0.45 per OP Unit for the third quarter.
Consistent with the Company's policy, dividends and distributions were
paid in the quarter after the quarter in which they were declared.
The Company expects to fund the cost of acquisitions, capital
expenditures, costs associated with lease renewals and reletting of
space, repayment of indebtedness, share repurchases, 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), and (iii) the sale
of certain real estate investments.
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.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued
Financial Accounting Standard No. 133, Accounting for Derivatives
Instruments and Hedging Activities. SFAS 133, as amended, 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.
In December 1999, the SEC Staff issued Staff Accounting Bulletin No.
101, Revenue Recognition in Financial Statements (SAB 101). SAB 101,
as amended, summarizes certain of the staff's views in applying
generally accepted accounting principles to revenue recognition in
financial statements. Management believes that SAB 101 will not have
a material impact on the Company's financial statements.
In March 2000, the FASB issued FASB Interpretation No. 44, Accounting
for Certain Transactions involving Stock Compensation - an
interpretation of APB Opinion No. 25 (FIN 44). The provisions of FIN
44 are effective July 1, 2000. Management believes that the adoption
of FIN 44 will not have a material impact on the Company's financial
statements.
Potential Factors Affecting Future Operating Results
At the present time, borrowings under the Company's credit facility,
the $4.6 million mortgage loan from Union Bank, and the $30.89 million
mortgage loans from Security Life of Denver Insurance Company bear
interest at floating rates. The Company recognizes that its results
from operations may be negatively impacted by future increases in
interest rates and substantial additional borrowings to finance
property acquisitions, development projects and share repurchases.
While the Company has historically been successful in renewing and
reletting space, the Company is subject to the risk that certain
leases expiring in 2000 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 expenses.
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. Accordingly, the Company does
not currently 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, 2000 amounted to $11,226,000 and
$33,331,000, respectively. During the same periods in 1999, FFO
amounted to $11,805,000 and $34,540,000, 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 extraordinary items such as gains (losses) from
debt restructurings and sales of property, 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>
<S> <C> <C> <C> <C>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
Funds From Operations (in thousands, except share amounts):
Net Income $27,854 $ 8,815 $58,597 $32,893
Adjustments:
Depreciation and amortization 3,537 3,149 10,060 9,054
Minority interest 35 31 101 96
Extraordinary item - - - 298
Gain on sales, net (20,200) (190) (35,427) (7,801)
Funds from operations $11,226 $11,805 $33,331 $34,540
Weighted average number of
shares - diluted: 18,396,361 21,744,843 18,784,051 22,103,719
</TABLE>
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 (dollars in thousands):
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Twelve Month Period Ending September 30,
Fair
2001 2002 2003 2004 2005 Thereafter Total Value
Variable rate LIBOR debt $80,854 $ 497 $ 539 $ 584 $ 4,883 $ 28,462 $115,819 $115,819
Average interest rate 7.98% 8.17% 8.17% 8.17% 9.14% 8.02% 8.04% 8.04%
Fixed rate debt $ 3,281 $17,335 $21,322 $3,297 $27,800 $116,646 $189,681 $186,098
Average interest rate 7.32% 7.46% 7.07% 7.35% 7.19% 7.37% 7.32% 7.85%
</TABLE>
As the table incorporates only those exposures that exist as of
September 30, 2000, 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
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 3, 2000
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
