<PAGE> 1
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 quarterly period ended March 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Transition Period from _______ to _______
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.)
4220 VON KARMAN, SECOND FLOOR, NEWPORT BEACH
CALIFORNIA 92660-2002 (Address of principal
executive offices, including zip code)
949-223-5000
(Registrant's telephone number, including area code)
COMMON STOCK, PAR VALUE $.01 PER SHARE, 20,705,219 SHARES
WERE OUTSTANDING AS OF MAY 4, 2000
Indicate by check mark whether the 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 the Registrant was
required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
Yes [X] No [ ]
<PAGE> 2
PACIFIC GULF PROPERTIES INC.
FORM 10-Q
PART I: FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 31, 2000 and
December 31, 1999 1
Consolidated Statements of Operations for the Three Months Ended
March 31, 2000 and March 31, 1999 2
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2000 and March 31, 1999 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
PART II: OTHER INFORMATION 11
SIGNATURES 12
</TABLE>
<PAGE> 3
PACIFIC GULF PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Real estate assets
Operating properties
Land $ 231,707 $ 232,665
Buildings 657,578 657,347
--------- ---------
889,285 890,012
Accumulated depreciation (79,497) (72,715)
--------- ---------
809,788 817,297
Properties under development, including land 64,872 52,815
--------- ---------
874,660 870,112
Cash and cash equivalents 2,067 2,177
Accounts receivable 4,063 4,005
Other assets 16,409 15,627
--------- ---------
$ 897,199 $ 891,921
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Loans payable $ 424,457 $ 418,343
Accounts payable and accrued liabilities 17,959 17,244
Dividends payable 10,374 10,366
--------- ---------
452,790 445,953
Minority partners' interest in consolidated partnerships 18,049 18,077
Commitments and contingencies -- --
Shareholders' equity
Preferred shares, $.01 par value; 10,000,000 shares authorized;
2,763,116 Senior Cumulative Convertible Class A shares
outstanding at March 31, 2000 and December 31, 1999,
respectively 28 28
Preferred shares, $.01 par value; 300,000 shares authorized;
Class C Junior Participating Cumulative Preferred Stock; no
shares outstanding -- --
Common shares, $.01 par value; 100,000,000 shares authorized;
20,704,495 and 20,685,402 shares outstanding at March 31,
2000 and December 31, 1999, respectively 207 207
Less: Restricted stock and notes receivable issued
for common stock (2,008) (1,011)
Additional paid-in capital 425,560 424,450
Retained earnings 2,573 4,217
--------- ---------
426,360 427,891
--------- ---------
$ 897,199 $ 891,921
========= =========
</TABLE>
See accompanying notes
1
<PAGE> 4
PACIFIC GULF PROPERTIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
2000 1999
------- -------
<S> <C> <C>
REVENUES
Rental income
Industrial properties $26,226 $23,330
Multifamily properties 6,704 6,360
------- -------
32,930 29,690
EXPENSES
Rental property expenses
Industrial properties 5,814 5,283
Multifamily properties 2,230 2,277
------- -------
8,044 7,560
Depreciation 7,261 6,060
Interest (including amortization of debenture discount and
financing costs of $172 and $213, respectively) 7,071 6,737
General and administrative expenses 1,827 1,380
Minority interest in earnings of consolidated partnerships 302 297
------- -------
24,505 22,034
------- -------
INCOME BEFORE GAINS ON SALE OF REAL ESTATE 8,425 7,656
Gains on sale of real estate 891 3,351
------- -------
NET INCOME 9,316 11,007
Less preferred dividend requirements 1,264 1,236
------- -------
INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 8,052 $ 9,771
======= =======
Earnings per share
Basic $ 0.39 $ 0.49
======= =======
Diluted $ 0.39 $ 0.48
======= =======
</TABLE>
See accompanying notes
2
<PAGE> 5
PACIFIC GULF PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited))
<TABLE>
<CAPTION>
Three Months Ended March 31
---------------------------
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 9,316 $ 11,007
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 7,261 6,060
Amortization of debenture discount and financing costs 172 213
Gain on sale of real estate (891) (3,351)
Minority interests in earnings of consolidated partnerships 302 297
Compensation recognized related to restricted stock
issued to employees 104 (299)
Net increase in other assets (1,491) (1,857)
Net increase in liabilities 716 923
-------- --------
Net cash provided by operating activities 15,489 12,993
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition and improvements to properties (2,143) (2,060)
Development expenditures (12,058) (10,388)
Proceeds from sale of real estate 3,762 11,000
-------- --------
Net cash used in investing activities (10,439) (1,448)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit 6,700 11,400
Repayment of line of credit (2,000) (25,250)
Proceeds from mortgage notes payable -- 9,000
Repayment of mortgage notes payable (755) (590)
Proceeds from construction loans 3,669 4,130
Repayment of construction loans (1,500) --
Debentures converted to common shares -- (137)
Issuance of common shares 8 545
Repurchase of treasury stock (586) --
Minority interest (distributions) contributions (330) 27
Dividends paid on common shares (9,102) (8,608)
Dividends paid on preferred shares (1,264) (1,236)
-------- --------
Net cash used in financing activities (5,160) (10,719)
-------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (110) 826
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,177 2,276
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,067 $ 3,102
======== ========
</TABLE>
See accompanying notes
3
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. INTERIM FINANCIAL STATEMENTS
Pacific Gulf Properties Inc. was incorporated in Maryland and operates as
a Real Estate Investment Trust ("REIT") under the Internal Revenue Code of
1986, as amended. The consolidated financial statements include the
accounts of Pacific Gulf Properties Inc. (the "Company") and its
consolidated subsidiaries and partnerships, PGP Inland Communities, L.P.,
PGP Von Karman Properties, PGP-Terrace Gardens Holdings Inc., PGP-Morning
View Terrace Holdings Inc., PGP Northern Industrial, L.P. and PGP Southern
Industrial II, L.P. (the "Partnerships"). The information furnished has
been prepared in accordance with generally accepted accounting principles
for interim financial reporting and the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. In the opinion of management, all adjustments
considered necessary for the fair presentation of the Company's financial
position, results of operations and cash flows have been included. These
financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
2. REAL ESTATE
In March 2000, the company sold an 11,600 square foot industrial building
at its business park located in Irvine, California, for $1,462,000. The
net gain recognized was $417,000. In addition, in March 2000, the Company
sold a 25,486 square foot industrial building at its business park located
in Lake Forest, California for $2,300,000. The net gain recognized was
$474,000.
During the first quarter, the Company acquired a land parcel, containing
7.80 acres, located in Rancho Santa Margarita, California, for $3,996,000.
The Company plans to develop 113,500 square feet of rentable industrial
space at this site.
4
<PAGE> 7
3. LOANS PAYABLE
The Company's loans payable at March 31, 2000 and December 31, 1999
consist of the following (in thousands):
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Mortgage notes:
Conventional mortgage debt
Industrial $141,095 $141,519
Multifamily
Active Senior 4,539 4,556
Family 33,758 33,853
-------- --------
179,392 179,928
Tax-exempt mortgage debt
Multifamily
Active Senior 43,653 43,799
Family 20,461 20,534
-------- --------
64,114 64,333
Construction loans 52,601 50,432
Unsecured line of credit 128,350 123,650
-------- --------
$424,457 $418,343
======== ========
</TABLE>
5
<PAGE> 8
4. SHAREHOLDERS' EQUITY
The Company has an effective shelf registration statement approved by the
Securities and Exchange Commission on April 25, 1998 for securities in the
aggregate amount of $300,000,000, covering the proposed issuance of debt,
preferred or common stock securities and warrants to purchase such
securities of the Company, none of which has been issued.
The Company has a stock rights plan under which the holders of common
stock of the Company ("Common Shares") received a dividend of one
preferred stock purchase right (a "Right") for each Common Share held on
the record date. The Rights shall be separately tradeable and shall be
exercisable upon the earliest of: (a) the tenth business day following the
date of announcement that any person has become the beneficial owner of
10% or more of the then outstanding voting stock of the Company (such
person is a "10% Stockholder" and the date of announcement is the "10%
Ownership Date"), (b) the tenth business day following the date of
commencement of, or the first public announcement of an intention to
commence, a tender offer or exchange offer, the consummation of which
would cause any person to become a 10% Stockholder, (c) the first date, on
or after the 10% Ownership Date, upon which the Company is acquired in a
merger or other business combination in which the Company is not the
surviving corporation or in which the outstanding Common Shares are
changed into or exchanged for stock or assets of another person, or upon
which 50% or more of the Company's consolidated assets or earning power
are sold. Upon distribution, the Rights shall be exercisable to purchase
at the exercise price, initially $100.00 (the "Exercise Price") (i) one
one-hundredth of a share of the Company's Class C Junior Participating
Cumulative Preferred Stock, or (ii) after the tenth business day following
the 10% Ownership Date, Common Shares with a market value equal to two
times the Exercise Price, or (iii) in the event of a merger, business
combination or sale of 50% or more of the Company's consolidated assets or
earning power, shares of common stock of the surviving company or
purchaser, respectively, with an aggregate market value equal to two times
the Exercise Price. The Rights shall expire on December 11, 2007, unless
earlier redeemed or exchanged.
In December 1999, the Company's board of directors approved a share
repurchase program of 500,000 shares. During January 2000, the Company
repurchased and retired 30,000 shares at an average price of $19.46 per
share. Retained earnings was reduced for the excess over par value.
During the three months ended March 31, 2000, the Company issued 719
shares of common stock through its Dividend Reinvestment Program.
Outstanding restricted stock represents unearned compensation expense
related to restricted shares of common stock issued to officers of the
Company. Compensation of $104,000 was recognized during the three months
ended March 31, 2000.
Notes receivable issued for common stock result from the exercise of stock
options for notes by officers of the Company. The notes are full recourse
promissory notes bearing interest at 6.19% to 6.46%. Interest and 10% of
the principal balance is payable annually with the balance due upon
maturity through 2005.
6
<PAGE> 9
5. PER COMMON SHARE DATA
The following table sets forth the computation of basic and diluted
earnings per share for the three months ended March 31, in accordance with
the Financial Accounting Standards Board Statement No. 128:
<TABLE>
<CAPTION>
2000 1999
-------------------------------------------- ---------------------------------------
Weighted Weighted
Average Earnings Average Earnings
Earnings Shares Per Earnings Shares Per
(Numerator) (Denominator) Share (Numerator) (Denominator) Share
============================================ =======================================
<S> <C> <C> <C> <C> <C> <C>
BASIC EPS
Income available to
common shareholders $8,052,000 20,603,000 0.39 $ 9,771,000 19,952,000 0.49
==== ====
EFFECT OF DILUTIVE
SECURITIES
Stock options 5,000 11,000
Restricted stock 86,000 95,000
Limited partnership units 302,000 855,000 297,000 869,000
Convertible subordinated
debentures -- -- 287,00 653,0000
Convertible preferred stock -- -- 1,236,000 2,763,000
---------- ---------- ----------- ----------
DILUTED EPS $8,354,000 21,549,000 0.39 $11,591,000 24,343,000 0.48
========== ========== ==== =========== ========== ====
</TABLE>
Shares of Senior Cumulative Convertible Preferred Stock, convertible into
2,763,116 shares of Common Stock, were outstanding during 2000 but were
not included in computing diluted earnings per share. Including these
shares in the computation increases earnings per share $.01, and are
therefore considered antidilutive.
6. COMMON SHARE DISTRIBUTIONS AND PREFERRED STOCK DIVIDENDS
On March 16, 2000, the Company declared its quarterly distribution of $.44
per common share covering shares outstanding at March 31, 2000. The
distribution was paid on April 14, 2000 to holders of record on April 3,
2000. Assuming the Board continues to declare quarterly distributions, the
estimated annual distribution based on this amount would be $1.76.
Preferred stock dividends of $1,264,000, related to the shares of Class A
Preferred Stock outstanding in the fourth quarter of 1999, were paid by
the Company on February 14, 2000. Preferred stock dividends of $1,264,000
related to 2,763,116 shares of Class A Preferred Stock have been accrued
through March 31, 2000 at the rate of $0.4576 per share per quarter.
7
<PAGE> 10
7. INTEREST
Interest incurred for the three months ended March 31, 2000 and 1999
consists of the following (in thousands):
<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Interest incurred $ 7,652 $ 7,138
Amortization:
Debenture discount and costs -- 30
Costs related to financing assumed from the Company's
Predecessor and line of credit costs 98 109
Long-term financing costs 74 74
Interest capitalized (753) (614)
------- -------
Interest expense $ 7,071 $ 6,737
======= =======
</TABLE>
8. REPORTABLE SEGMENTS
The Company complies with Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 131, Disclosures About Segments of
an Enterprise and Related Information ("Statement No. 131"). Statement No.
131 superseded FASB Statement No. 14, Financial Reporting for Segments of
a Business Enterprise. Statement No. 131 requires public business
enterprises to report information regarding reportable operating segments.
The Company operates and develops industrial properties and multifamily
properties (consisting of active senior and family apartments). The
properties generate rental and other income through the leasing of
industrial space and apartment units to a diverse base of tenants.
The Company separately evaluates the performance of its industrial and
multifamily operating segments and allocates resources primarily based on
Net Operating Income ("NOI"). NOI is defined by the Company as rental
income less rental property expenses. Accordingly, NOI excludes certain
expenses such as interest, depreciation and minority interests in
consolidated partnerships which are included in the determination of Net
Income under generally accepted accounting principles.
NOI from industrial properties totaled $20,412,000 and $18,047,000 for the
quarters ended March 31, 2000 and 1999 respectively.
NOI from multifamily properties totaled $4,474,000 and $4,083,000 for the
quarters ended March 31, 2000 and 1999 respectively.
All revenues are from external customers and no revenues are generated
from transactions between segments. There are no tenants who contributed
10% or more of the Company's total revenues during 2000 or 1999. Interest
expense on debt is not allocated to the segments or individual properties
even if such debt is secured by the properties. Certain items in the
consolidated statements of operations such as minority interest in
consolidated partnerships are not allocated to the properties.
Additionally, there is no provision for income taxes as the Company is
organized as a REIT under the Internal Revenue Code.
8
<PAGE> 11
PACIFIC GULF PROPERTIES INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion addresses the consolidated financial statements of the
Company for the three months ended March 31, 2000 and 1999, together with
liquidity and capital resources as of March 31, 2000.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2000 TO THE THREE MONTHS ENDED
MARCH 31, 1999
Industrial rental income increased by $2,896,000, or 12%, from $23,330,000 in
1999 to $26,226,000 in 2000. This increase was attributable to the acquisition
of three industrial properties in 1999, the completion of an industrial property
previously under development and rental rate increases.
Multifamily rental income increased by $344,000, or 5%, from $6,360,000 in 1999
to $6,704,000 in 2000. This increase was attributable to the rental rate
increases offset by the disposition of a multifamily property in the first
quarter of 1999.
Industrial rental property expenses increased $531,000, or 10%, from $5,283,000
in 1999 to $5,814,000 in 2000. This increase was attributable to the acquisition
and construction of the above referenced industrial parks. Multifamily rental
property expenses decreased by $47,000, or 2% from $2,277,000 in 1999 to
$2,230,000 in 2000. This decrease was primarily attributable to the disposition
of a multifamily property in the first quarter of 1999.
Total depreciation increased by $1,201,000, or 20%, from $6,060,000 in 1999 to
$7,261,000 in 2000. This increase was attributable to additional depreciation
relating to the industrial properties described above and capital improvements
made to rehabilitate existing properties.
Interest expense (including amortization of financing costs) increased by
$334,000, or 5%, from $6,737,000 in 1999 to $7,071,000 in 2000. This increase
was attributable to an increase in outstanding borrowings due to the
acquisitions and construction completed in 1999 and a higher interest rate on
the Company's line of credit, offset by a decrease in the outstanding debentures
in 1999.
General and administrative expenses increased by $447,000, or 32%, from
$1,380,000 in 1999 to $1,827,000 in 2000. This increase was primarily
attributable to staff additions, staff retention costs and inflation.
Minority partners' interest in earnings of consolidated partnerships increased
$5,000 from $297,000 in 1999 to $302,000 in 2000. Minority interest represents
earnings allocated to the minority partners in partnerships in which the Company
has controlling general partner interests.
A gain on the sale of real estate in the amount of $891,000 was recorded in 2000
for the sale of two industrial buildings at its business parks totaling 37,086
square feet. The gain on the sale of real estate was $3,351,000 for the 1999
period and related to the disposition of a multifamily property.
9
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
The Company has a shelf registration statement with the Securities and Exchange
Commission for an aggregate amount of $300,000,000 available under the 1998
Shelf Registration Statement.
At March 31, 2000, the Company had $2,067,000 of cash to meet its immediate
short-term liquidity requirements. Future short-term liquidity requirements are
anticipated to be met through the net cash flow from operations, existing
working capital and, if necessary, funding from the Company's Line of Credit.
The Company has a $150,000,000 unsecured revolving credit agreement (the "Line
of Credit") which matures in April 2001. The interest rate payable under the
Line of Credit is based on the leverage level of the Company and at March 31,
2000 is LIBOR plus 1.25%. As of March 31, 2000, the Company had borrowed
$128,350,000 under this line.
The Company may acquire additional properties and may seek to fund these
acquisitions through proceeds received from a combination of its Line of Credit,
dispositions of existing properties, equity offerings or debt financings, but no
assurance can be given that any of these transactions will be completed.
In December 1999, the Company's board of directors approved a share repurchase
program of 500,000 shares. During January 2000, the Company repurchased and
retired 30,000 shares at an average price of $19.46 per share. The Company may
seek to fund future stock repurchases through proceeds received from a
combination of its Line of Credit, dispositions of existing properties or debt
financings, but no assurance can be given that any of these transactions will be
completed.
The Company anticipates that adequate cash will be available to fund its
operating and administrative expenses, meeting debt service obligations and the
payment of dividends in accordance with REIT requirements in the foreseeable
future.
Cash provided by operating activities increased from $12,993,000 for the period
ended March 31, 1999 to $15,489,000 for the period ended March 31, 2000. The
primary reason for the increase is related to additional rental income due to
increases in rental rates and the change in other assets, such as land deposits
and pre-acquisition costs, and liabilities, such as security deposits and
accrued payables.
Cash used in investing activities increased from $1,448,000 for the period ended
March 31, 1999 to $10,439,000 for the period ended March 31, 2000 as a result of
increased development expenditures and lower proceeds in 2000 from sales of real
estate.
Cash provided by financing activities decreased from $10,719,000 for the period
ended March 31, 1999 to $5,160,000 for the period ended March 31, 2000 primarily
as a result of a net decrease in borrowings on the Company's Line of Credit and
mortgage loans.
The Company continues to own a portfolio of 10 family-style apartment properties
consisting of 1,631 units located in Southern California. The Company has
entered into contracts with listing brokers to sell all of these properties.
There can be no assurance that the Company will actually dispose of such
properties, nor can there be any assurance as to the timing of any such
dispositions. Any decision by the Company will be subject to numerous factors,
including prices offered and the availability of suitable alternate investments
for the proceeds of such dispositions.
The remaining 1,438 apartment units are communities designed for active seniors
age 55 and older. The Company continues to seek development opportunities for
its active senior portfolio of apartment units. If the Company is able to build
a significant portfolio of active senior apartment properties in the future, the
Company may consider various alternatives to maximize the value of its active
senior apartment business, including the possible sale or spin-off of this
business. There can be no assurance that this portfolio will grow to a size
sufficient to implement any of these alternatives.
The immediately preceding paragraphs contain forward looking information
involving risks and uncertainties that could significantly impact the Company's
expected liquidity requirements in the short and long term. While it is
impossible to itemize the many factors and specific events that could affect the
Company's future liquidity, such factors would include the actual timing of and
costs associated with the Company's acquisitions, the actual capital
expenditures associated therewith, and the strength of the local economies of
the submarkets in which the Company operates. Higher than expected acquisition,
rental and/or rehabilitation costs, delays in the rehabilitation of properties,
a downturn in the local economies, competition and/or the lack of growth of such
economies could reduce the Company's revenues and increase its expenses,
resulting in a greater burden on the Company's liquidity than that which the
Company has described above.
10
<PAGE> 13
YEAR 2000 READINESS
In 1999, we completed our remediation and testing with systems with respect to
the Year 2000 date change. As a result of our planning and implementation
efforts, we experienced no disruptions in mission critical information
technology and non-information technology systems and believe those systems
successfully responded to the Year 2000 date change. We incurred costs of less
than $100,000 during 1999 in connection with remediating our systems. We are not
aware of any material problems resulting from Year 2000 issues, either with our
products, our internal systems or the products and services of third parties. We
will continue to monitor our mission critical computer applications and those of
our suppliers and vendors throughout the year to ensure that any latent Year
2000 matters that arise are addressed promptly.
IMPACT OF INFLATION
Substantially all of the Company's leases on its Industrial Properties, which
have terms generally ranging from one to five years, contain provisions for
rental increases based either on fixed increases or on increases in the Consumer
Price Index. All of the Company's leases on its Multifamily Properties are for a
period of one year or less. Substantially all of the Company's leases allow at
the time of renewal, for adjustments in the rent payable thereunder.
Accordingly, management believes the provisions contained in its industrial
leases and the nature of its multifamily leases tend to mitigate the adverse
impact of inflation.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to the Company's Annual Report on Form 10-K for the year ended December
31, 1999 for detailed disclosure about quantitative and qualitative disclosures
about market risk. Quantitative and qualitative disclosures about market risk
have not materially changed since December 31, 1999.
11
<PAGE> 14
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
12
<PAGE> 15
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 thereunto duly authorized.
PACIFIC GULF PROPERTIES INC.
/s/Glenn L. Carpenter /s/Donald G. Herrman
- ----------------------------------- ----------------------------------
Glenn L. Carpenter Donald G. Herrman
Chairman and Chief Executive Officer Chief Financial Officer and
Secretary
DATED: May 11, 2000
13
<PAGE> 16
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,067
<SECURITIES> 0
<RECEIVABLES> 4,063
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,130
<PP&E> 954,157
<DEPRECIATION> 79,497
<TOTAL-ASSETS> 897,199
<CURRENT-LIABILITIES> 28,333
<BONDS> 0
0
28
<COMMON> 207
<OTHER-SE> 426,125
<TOTAL-LIABILITY-AND-EQUITY> 897,199
<SALES> 0
<TOTAL-REVENUES> 32,930
<CGS> 0
<TOTAL-COSTS> 17,132
<OTHER-EXPENSES> 302
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,071
<INCOME-PRETAX> 8,425
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,425
<DISCONTINUED> 0
<EXTRAORDINARY> 891
<CHANGES> 0
<NET-INCOME> 8,052
<EPS-BASIC> .39
<EPS-DILUTED> .39
</TABLE>
