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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 16, 1995
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Commission File Number: 1-12546
PACIFIC GULF PROPERTIES INC.
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(Exact name of Registrant as specified in its Charter)
MARYLAND 33-0577520
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(State of Incorporation) (I.R.S. Employer
Identification No.)
363 SAN MIGUEL DRIVE, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-7805
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(Address of principal executive offices, including zip code)
714-721-2700
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The attached pro forma financial statements are provided as an
amendment to the Form 8-K filed on November 28, 1995.
On November 16, 1995, Pacific Gulf Properties Inc. (the "Company")
sold its Texas apartment portfolio to four entities controlled by
Capitol Investment Associates Corporation. The Texas apartment
portfolio consisted of four properties containing 1,085 apartment
units in San Antonio, Austin and Houston, and represented the
Company's entire holdings in the state of Texas.
The Company received total consideration of $31,125,000; $30,125,000
in cash and four notes receivable totaling $1,000,000 from the
purchasing entities. The notes receivable mature in seven years,
bear interest at 9%, require monthly interest only payments, and are
secured by limited partnership interests in the purchasing entities.
In conjunction with the sale, the Company repaid the mortgage notes
payable secured by the Texas apartment portfolio which totaled
$14,438,000 and $2,000,000 of the Company's revolving line of
credit.
The Company acquired a 368-unit apartment community in Federal Way,
Washington for approximately $12,500,000 on November 21, 1995. The
purchase was funded using proceeds from the sale of the Company's
Texas apartment portfolio.
The Company currently has an additional property in escrow subject
to satisfactory completion of the Company's due diligence procedures
which will complete the Company's plan of redeploying its investment
in the Texas apartment portfolio to the Western States.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
None.
ITEM 5. OTHER EVENTS.
None.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
None.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
See Index to Financial Statements.
ITEM 8. CHANGES IN FISCAL YEAR.
None.
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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 by the
undersigned hereunto duly authorized.
PACIFIC GULF PROPERTIES INC.
/s/ Donald G. Herrman
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Donald G. Herrman
Executive Vice President,
Chief Financial Officer and Secretary
DATED: May 7, 1996
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PACIFIC GULF PROPERTIES INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
PACIFIC GULF PROPERTIES INC. - PRO FORMA (UNAUDITED)
- ----------------------------------------------------
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1995 . . . . . . . . . . . 4
Pro Forma Condensed Consolidated Statement of Operations for the
Nine Months Ended September 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Pro Forma Condensed Consolidated Statement of Operations for the
Year Ended December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Pro Forma Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . 7
</TABLE>
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PACIFIC GULF PROPERTIES INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1995
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION> Pro Forma Adjustments
Company -------------------------- Company
Historical Sale (A) Acquisition (B) Pro Forma
---------- -------- --------------- ---------
<S> <C> <C> <C> <C>
ASSETS
Real estate assets
Land $ 70,268 $ (5,315) $ 2,500 $ 67,453
Buildings 221,623 (18,789) 10,000 212,834
-------- -------- -------- --------
291,891 (24,104) 12,500 280,287
Accumulated depreciation (21,341) 1,536 (19,805)
-------- -------- -------- --------
270,550 (22,568) 12,500 260,482
Cash and cash equivalents 4,784 12,949 (12,415) 5,318
Accounts receivable 605 - - 605
Other assets 6,769 (372) - 6,397
-------- -------- -------- --------
$282,708 $ (9,991) $ 85 $272,802
======== ======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable $136,663 $(14,438) $ $122,225
Revolving line of credit 13,000 (2,000) 11,000
Accounts payable and accrued liabilities 6,980 (253) 85 6,812
Convertible subordinated debentures 55,621 - 55,621
-------- -------- -------- --------
212,264 (16,691) 85 195,658
-------- -------- -------- --------
Minority interest in consolidated partnership 3,518 - - 3,518
Shareholders' equity
Preferred shares, $.01 par value; 5,000,000
share authorized; no shares outstanding - - - -
Common stock, $.01 par value; 25,000,000
shares authorized, 4,856,515 issued and
outstanding 49 - - 49
Excess shares, $.01 par value; 30,000,000
shares authorized; no shares outstanding
Outstanding restricted stock (699) - - (699)
Additional paid-in-capital 77,977 - - 77,977
Distributions in excess of net earnings (10,401) 6,700 - (3,701)
-------- -------- -------- --------
66,926 6,700 - 73,626
-------- -------- -------- --------
$282,708 $ (9,991) $ 85 $272,802
======== ======== ======== ========
</TABLE>
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The accompanying notes are an integral part of the Pro Forma Condensed
Consolidated Financial Statements. References in parentheses are to Note 2.
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PACIFIC GULF PROPERTIES INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION> Pro Forma Adjustments
Company -------------------------- Company
Historical Sale Acquisition (E) Pro Forma
---------- ------- --------------- ----------
<S> <C> <C> <C> <C>
REVENUES
Rental income $ 26,380 $(4,702)(C) $1,706 $ 23,384
EXPENSES
Rental property expenses 9,157 (2,076)(C) 761 7,842
Depreciation and amortization 4,668 (457)(D) 187 4,398
Interest 9,156 (801)(D) - 8,355
General and administrative 1,961 - - 1,961
---------- ------- ------ ----------
24,942 (3,334) 948 22,556
---------- ------- ------ ----------
INCOME FROM CONTINUING OPERATIONS $ 1,438 $(1,368) $ 758 $ 828
========== ======= ====== ==========
WEIGHTED AVERAGE COMMON SHARES(F) 4,821,957 4,821,957
========== ==========
INCOME FROM CONTINUING OPERATIONS
PER COMMON SHARE $ .30 $ .17
========== ==========
</TABLE>
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The accompanying notes are an integral part of the Pro Forma Condensed
Consolidated Financial Statements. References in parentheses are to Note 2.
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PACIFIC GULF PROPERTIES INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED, EXCEPT FOR COMPANY HISTORICAL AMOUNTS)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION> Pro Forma Adjustments
Company ---------------------------- Company
Historical Sale Acquisition (E) Pro Forma
---------- ------- --------------- ----------
<S> <C> <C> <C> <C>
REVENUES
Rental income $ 26,144 $(5,904)(C) $2,115 $ 22,355
EXPENSES
Rental property expenses 10,376 (2,996)(C) 985 8,365
Depreciation and amortization 3,880 (482)(D) 250 3,648
Interest 7,541 (348)(D) 7,193
General and administrative 2,189 2,189
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23,986 (3,826) 1,235 21,395
---------- ------- ------ ----------
INCOME FROM CONTINUING OPERATIONS $ 2,158 $(2,078) $ 880 $ 960
========== ======= ====== ==========
WEIGHTED AVERAGE COMMON SHARES(F) 4,273,337 4,273,337
========== ==========
INCOME FROM CONTINUING OPERATIONS
PER COMMON SHARE $ .63 $ .22
========== ==========
</TABLE>
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The accompanying notes are an integral part of the Pro Forma Condensed
Consolidated Financial Statements. References in parentheses are to Note 2.
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PACIFIC GULF PROPERTIES INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
(DOLLARS IN THOUSANDS)
NOTE 1. - BASIS OF PRESENTATION
The Pro Forma Condensed Consolidated Financial Statements of Pacific Gulf
Properties Inc. (the "Company") are unaudited and have been prepared based
on the historical financial statements of the Company as of September 30,
1995 and for the nine months then ended and the year ended December 31,
1994.
The unaudited Pro Forma Condensed Consolidated Balance Sheet as of September
30, 1995 is based on the unaudited historical financial statements of the
Company and has been prepared as if each of the following transactions had
occurred as of September 30,1995 (referred to collectively as the
"Transactions"): (i) the Company sold its Texas apartment portfolio which
consisted of four properties containing 1,085 apartment units; and (ii) the
Company acquired a 368-unit multifamily community located in Federal Way,
Washington for $12,500. The unaudited Pro Forma Condensed Consolidated
Statement of Operations for the nine months ended September 30, 1995 and for
the year ended December 31,1994 have been prepared based on the historical
operations of the Company as if the Transactions occurred as of the
beginning of the period presented and includes the operations of the
Company's Predecessor for the period January 1, 1994 through February 17,
1994 (the multifamily and industrial operations acquired from Santa Anita
Realty Enterprises, Inc. upon the Company's formation in February 1994). In
managements' opinion, all adjustments necessary to reflect the effect of the
Transactions have been made.
The pro forma information is not necessarily indicative of what the
Company's financial condition or results of operations would have been if
the Transactions had occurred at the beginning of the periods presented, nor
does it purport to project the Company's financial position or results of
operations at any future date or for any future period. In addition, the
historical operating results for the nine months ended September 30, 1995
are not necessarily indicative of the results to be obtained by the Company
for the year ending December 31, 1995. The pro forma information should be
read in conjunction with managements discussion and analysis of financial
condition and results of operations, and all of the financial statements in
the annual report on Form 10-K and in quarterly filings with the Securities
and Exchange Commission.
NOTE 2. - PRO FORMA ADJUSTMENTS
(A) Reflects the sale of the Texas apartment portfolio and related other
assets with a net cost basis of $22,568 and $372, respectively; the
receipt of the net cash proceeds from the sale of $12,949; repayment of
mortgage notes payable of $14,438; the paydown of the Company's line of
credit of $2,000 and the transfer to the buyer of tenant security
deposits, included in accounts payable and accrued liabilities, of
$253. As a result of this transaction, a gain of $6,700 was
recognized by the Company.
(B) Reflects the purchase of the Federal Way, Washington multifamily
community for $12,500 the assumption of related tenant security
deposits, included in accounts payable and accrued liabilities, of
$85.
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PACIFIC GULF PROPERTIES INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
(DOLLARS IN THOUSANDS) (continued)
NOTE 2 - PRO FORMA ADJUSTMENTS (continued)
(C) The pro forma adjustments include the elimination of the historical
revenues and certain expenses of the Texas apartment portfolio as
follows:
<TABLE>
<CAPTION>
Nine Months
Ended Year Ended
September 30, December 31,
1995 1994
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<S> <C> <C>
Rental income $4,702 $5,904
Rental property expenses 2,076 2,996
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$2,626 $2,908
====== ======
</TABLE>
(D) Represents the elimination of the historical depreciation and interest
expense related to the Texas apartment portfolio for the periods
indicated.
(E) Represents the historical revenues and certain expenses of the Federal
Way multifamily community for the periods indicated. The additional
depreciation expense is computed using the estimated remaining useful
life of approximately 40 years and the new cost basis of the property.
(F) Represents the weighted average common shares and common share
equivalents outstanding for the period February 18, 1994 (closing date
of the Company's initial public offering) through December 31, 1994 and
the nine months ended September 30, 1995. Common share equivalents
include stock options which are considered dilutive.
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