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Previous: UNION SWITCH & SIGNAL INC, 10-Q, 1996-11-07 |
Next: CAPITAL SAVINGS BANCORP INC, 8-K, 1996-11-07 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 4, 1996
Commission File Number: 1-12546
PACIFIC GULF PROPERTIES INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 33-0577520
(State of Incorporation) (I.R.S. Employer Identification No.)
363 SAN MIGUEL DRIVE, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-7805
(Address of principal executive officers, including zip code)
714-721-2700
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS
On November 6, 1996, Pacific Gulf Properties Inc. issued the press release
attached as Exhibit 99.1.
On November 4, 1996, Pacific Gulf Properties Inc. announced the following
results for the periods ended September 30, 1996:
PACIFIC GULF PROPERTIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
-------------------------------
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
------------------ ------------------
<S> <C> <C>
REVENUES
Rental Income
Multifamily properties $ 7,372 $6,614
Industrial properties 6,071 2,930
------- ------
13,443 9,544
EXPENSES
Rental property expenses
Multifamily properties 2,834 2,641
Industrial properties 1,714 632
------- ------
4,548 3,273
Depreciation 2,116 1,573
Interest (including amortization of debenture
discount and financing costs of $325 and
$277 respectively) 4,782 3,728
General and administrative 708 604
------- ------
12,154 9,178
Income Before Gain on Sale of Properties 1,289 366
Gain on Sale of Real Estate 74 --
------- ------
NET INCOME $ 1,363 $ 366
======= ======
NET INCOME PER SHARE $ .19 $ .08
Weighted average common shares (primary) 7,323,936 4,856,515
</TABLE>
2
<PAGE> 3
PACIFIC GULF PROPERTIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
-------------------------
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
------------------ ------------------
<S> <C> <C>
REVENUES
Rental Income
Multifamily properties $21,673 $17,437
Industrial properties 14,469 8,943
------- -------
36,142 26,380
EXPENSES
Rental property expenses
Multifamily properties 8,527 7,254
Industrial properties 3,791 1,903
------- -------
12,318 9,157
Depreciation 5,921 4,360
Interest (including amortization of debenture
discount and financing costs of $924 and
$725 respectively) 13,613 9,881
General and administrative 2,056 1,544
------- -------
33,908 24,942
Income Before Gain on Sale of Properties 2,234 1,438
Gain on Sale of Real Estate 74 --
------- -------
NET INCOME $ 2,308 $ 1,438
======= =======
NET INCOME PER SHARE $ .39 $ .30
Weighted average common shares (primary) 5,955,680 4,821,957
</TABLE>
3
<PAGE> 4
FUNDS FROM OPERATIONS (A)
<TABLE>
<CAPTION>
(In thousands except share data) (In thousands except share data)
For the Three Months Ended For the Nine Months Ended
-------------------------- -------------------------
Sept 30, 1996 Sept 30, 1995 Sept 30, 1996 Sept 30, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Income $1,363 $366 $2,308 $1,438
Less: Gain on Sale of Real Estate (74) -- (74) --
Plus: Depreciation 2,116 1,573 5,921 4,360
------------- ------------- ------------- ------------
Funds from Operations - New Definition 3,405 1,939 8,155 5,798
============= ============= ============= ============
</TABLE>
(a) The Company and industry analysts generally consider funds from operation
("FFO") an appropriate measure of performance of a Real Estate Investment Trust
("REIT"). The Company computes funds from operations in accordance with
standards established by the National Association of Real Estate Investment
Trusts ("NAREIT"). Funds from operations is defined as net income (computed in
accordance with generally accepted accounting principles), excluding gains (or
losses) from debt restructuring and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. NAREIT modified the calculation of FFO to, among other things,
eliminate amortization of deferred financing costs and depreciation of non-real
estate assets as items which are added back to net income when computing FFO.
The Company adopted the modified calculation as of January 1, 1996.
4
<PAGE> 5
BALANCE SHEET DATA (IN THOUSANDS)
<TABLE>
<CAPTION>
PACIFIC GULF PROPERTIES INC.
-----------------------------------------------
SEPTEMBER 30, 1996 DECEMBER 31, 1995
------------------ -----------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
Real Estate $339,457 $278,692
Mortgage and Other Notes Payable 177,018 149,847
Convertible Subordinated Debentures 55,722 55,659
Shareholders' Equity 103,165 71,980
Weighted Average Shares Outstanding (primary) 7,324 4,857
</TABLE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
99.1 Press release issued by the
Company on November 6, 1996.
5
<PAGE> 6
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
- --------------------------------------
Donald G. Herrman
Executive Vice President
Chief Financial Officer and Secretary
DATED: November 7, 1996
-------------------------------
6
<PAGE> 7
EXHIBIT INDEX
-------------
99.1 Press release issued by the Company on
November 6, 1996.
7
<PAGE> 1
EXHIBIT 99.1
[PACIFIC GULF PROPERTIES INC. LETTERHEAD]
363 San Miguel Drive CONTACT: Cindy L. Smith
Newport Beach, CA 92660 Investor Relations
(714) 721-2700
FOR IMMEDIATE RELEASE
PACIFIC GULF PROPERTIES DECLARES
DIVIDEND INCREASE FOR SECOND CONSECUTIVE YEAR
NEWPORT BEACH, California (November 6, 1996) -- Pacific Gulf Properties
Inc. (NYSE:PAG) today announced that its Board of Directors has increased its
quarterly dividend for the second consecutive year from $.40 per share to $.41
per share, effective with the Company's fourth quarter ending December 31,
1996. The dividend will be payable January 10, 1997 to shareholders of record
on January 1, 1997.
According to Glenn L. Carpenter, Chairman of the Board and Chief
Executive Officer, the Board of Directors approved the dividend increase due to
the Company's strong performance during 1996, and the expected positive effects
from a number of acquisitions which were made in 1996. Carpenter also noted
that the increase is in keeping with the Company's long-term business strategy
to continue to lower its pay-out ratio as well as to share a portion of the
Company's growth with its shareholders.
Pacific Gulf Properties Inc., a self-administered and self-managed
equity real estate investment trust, owns and operates industrial and
multifamily properties in California and the Pacific Northwest.
###
November 6, 1996
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