10-Q 1 0001.txt 2Q00 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 June 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 August 1, 2000 Common Stock, $0.02 par value 18,640,826 BEDFORD PROPERTY INVESTORS, INC. INDEX PART I. FINANCIAL INFORMATION Page ITEM 1. FINANCIAL STATEMENTS Statement 1 Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999 2 Consolidated Statements of Income for the three and six months ended June 30, 2000 and 1999 3 Consolidated Statements of Stockholders' Equity for the year ended December 31, 1999 and the six months ended June 30, 2000 4 Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999 5 Notes to Consolidated Financial Statements 6-14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION 15-19 ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK 20 PART II. OTHER INFORMATION ITEMS 1 - 6 21 SIGNATURES 23 Exhibit 27 24 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 JUNE 30, 2000 (Unaudited) AND DECEMBER 31, 1999 (in thousands, except share and per share amounts) June 30, 2000 December 31, 1999 Assets: Real estate investments: Industrial buildings $287,245 $279,367 Office buildings 305,087 294,420 Operating properties held for sale 51,717 80,563 Properties under development 22,047 19,246 Land held for development 6,280 6,137 672,376 679,733 Less accumulated depreciation 33,263 28,695 639,113 651,038 Cash 2,557 1,584 Other assets 19,495 18,788 $661,165 $671,410 Liabilities and Stockholders' Equity: Bank loan payable $136,468 $137,156 Mortgage loans payable 205,208 206,880 Accounts payable and accrued expenses 8,450 9,767 Dividend and distributions payable 7,862 8,270 Other liabilities 6,589 7,928 Total liabilities 364,577 370,001 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 18,640,626 shares in 2000 and 19,613,472 shares in 1999 373 392 Additional paid-in capital 333,325 353,220 Accumulated dividends in excess of net income (38,339) (53,432) Total stockholders' equity 295,359 300,180 $661,165 $671,410
See accompanying notes to consolidated financial statements. BEDFORD PROPERTY INVESTORS, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited) (in thousands, except share and per share amounts) Three Months Six Months 2000 1999 2000 1999 Property operations: Rental income $ 24,957 $ 22,346 $ 49,349 $ 43,705 Rental expenses: Operating expenses 4,416 3,312 8,343 6,892 Real estate taxes 2,453 1,872 4,834 3,780 Depreciation and amortization 3,380 2,933 6,523 5,905 Income from property operations 14,708 14,229 29,649 27,128 General and administrative expenses (931) (1,141) (1,826) (1,963) Interest income 73 51 107 81 Interest expense (6,300) (4,583) (12,350) (8,416) Income before gain (loss) on sales of real estate investments and minority interest 7,550 8,556 15,580 16,830 Gain (loss) on sales of real estate investments (6) 7,043 15,228 7,611 Minority interest (33) (34) (66) (65) Income before extraordinary item 7,511 15,565 30,742 24,376 Loss on early extinguishment of debt - (298) - (298) Net income $ 7,511 $ 15,267 $ 30,742 $ 24,078 Earnings per share - basic: Income before extraordinary item $ 0.41 $ 0.71 $ 1.64 $ 1.10 Extraordinary item - loss on early extinguishment of debt - (0.01) - (0.01) Net income per share - basic $ 0.41 $ 0.70 $ 1.64 $ 1.09 Weighted average number of shares - basic 18,256,565 21,784,185 18,771,601 22,138,529 Earnings per share - diluted: Income before extraordinary item $ 0.41 $ 0.71 $ 1.62 $ 1.09 Extraordinary item - loss on early extinguishment of debt - (0.01) - (0.01) Net income per share - diluted $ 0.41 $ 0.70 $ 1.62 $ 1.08 Weighted average number of shares - diluted 18,489,403 21,940,644 18,993,949 22,286,907
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 SIX MONTHS ENDED JUNE 30, 2000 (Unaudited) (in thousands, except per share amounts) 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 5 966 - 971 Repurchase and retirement of common stock (24) (20,861) - (20,885) Net income - - 30,742 30,742 Dividends to common stockholders ($0.84 per share) - - (15,649) (15,649) Balance, June 30, 2000 $ 373 $333,325 $(38,339) $295,359
See accompanying notes to consolidated financial statements. BEDFORD PROPERTY INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited) (in thousands) 2000 1999 Operating Activities: Net income $ 30,742 $ 24,078 Adjustments to reconcile net income to net cash provided by operating activities: Minority interest 66 65 Depreciation and amortization 7,440 6,823 Gain on sales of real estate investments, net (15,228) (7,611) Change in other assets (3,668) (3,296) Change in accounts payable and accrued expenses (1,703) (676) Change in other liabilities (1,339) (863) Net cash provided by operating activities 16,310 18,520 Investing Activities: Investments in real estate (14,535) (47,051) Proceeds from sales of real estate investments, net 38,504 15,334 Net cash provided (used) by investing activities 23,969 (31,717) Financing Activities: Proceeds from bank loan payable, net of loan costs 33,269 62,511 Repayments of bank loan payable (34,228) (116,298) Proceeds from mortgage loans payable, net of loan costs (638) 105,669 Repayments of mortgage loans payable (1,672) (5,758) Issuance of common stock 971 1,087 Payment of dividends and distributions (16,123) (16,058) Repurchase and retirement of common stock (20,885) (17,928) Net cash (used) provided by financing activities (39,306) 13,225 Net increase in cash 973 28 Cash at beginning of period 1,584 1,286 Cash at end of period $ 2,557 $ 1,314 Supplemental disclosure of cash flow information: Cash paid during the period for interest, net of amounts capitalized of $1,330 in 2000 and $912 in 1999 $ 11,542 $ 7,349
See accompanying notes to consolidated financial statements. BEDFORD PROPERTY INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) JUNE 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. 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. Note 2. Real Estate Investments As of June 30, 2000, the Company's real estate investments were diversified by property type as follows (dollars in thousands): Number of Percent Properties Cost of Total Industrial buildings 58 $287,245 43% Office buildings 26 305,087 45% Operating properties held for sale 15 51,717 8% Properties under development 9 22,047 3% Land held for development 6 6,280 1% Total 114 $672,376 100% The following table sets forth the Company's real estate investments as of June 30, 2000 (in thousands): Less Development Accumulated Land Building In-Progress Depreciation Total Industrial buildings Northern California $ 44,238 $107,231 - $10,385 $141,084 Arizona 18,495 51,202 - 3,217 66,480 Southern California 18,309 42,573 - 3,737 57,145 Colorado 1,911 3,286 - 391 4,806 Total industrial buildings 82,953 204,292 - 17,730 269,515 Office buildings Northern California 6,801 24,462 - 1,473 29,790 Arizona 11,954 27,691 - 1,316 38,329 Southern California 9,361 21,503 - 1,542 29,322 Colorado 5,560 45,769 - 2,283 49,046 Greater Seattle Area 23,653 115,527 - 5,245 133,935 Nevada 2,102 10,704 - 790 12,016 Total office buildings 59,431 245,656 - 12,649 292,438 Operating properties held for sale Arizona - - - - - Southern California - - - - - Greater Kansas City Area 6,571 20,971 - 2,104 25,438 Texas 5,932 18,243 - 780 23,395 Total operating properties held for sale 12,503 39,214 - 2,884 48,833 Properties under development Northern California 500 - 554 - 1,054 Arizona 2,274 - 4,595 - 6,869 Colorado 4,918 - 5,344 - 10,262 Greater Seattle Area 1,646 - 2,216 - 3,862 Total properties under development 9,338 - 12,709 - 22,047 Land held for development Northern California 2,195 - - - 2,195 Southern California 705 - - - 705 Colorado 3,380 - - - 3,380 Total land held for development 6,280 - - - 6,280 Total $170,505 $489,162 $12,709 $33,263 $639,113
Company personnel directly manage all but nine of the Company's properties from regional offices in Lafayette, California; Tustin, California; Phoenix, Arizona; Lenexa, Kansas; Denver, Colorado; and Seattle, Washington. For the nine 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 properties held for sale as of June 30, 2000 was $2,916,000 and $2,219,000 for the six months ended June 30, 2000 and 1999, respectively. For the six months ended June 30, 2000 and 1999, the Company capitalized interest costs relating to properties under development totaling $1,330,000 and $912,000, respectively. The Company has contractual construction commitments of approximately $11.9 million as of June 30, 2000 relating to seven of its properties under development and three of its properties under rehabilitation. 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 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 June 30, 2000, the facility, which was all secured, had an outstanding balance of $136,468,000, with an interest rate of LIBOR plus 1.35%. The credit facility is secured by mortgages on 41 properties, which properties collectively accounted for approximately 39% of the Company's annualized base rent and approximately 37% of the Company's total real estate assets as of June 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 June 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 $137,974,000 and $104,813,000 for the six months ended June 30, 2000 and 1999, respectively. The weighted average interest rates in each of these periods was 7.64% and 6.69%, respectively. The effective interest rate at June 30, 2000 was 8.06%. 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 secured 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 secured 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%. Proceeds of the mortgage loans were used to pay down the outstanding balance of the Company's $175 million line of credit. Mortgage loans payable at June 30, 2000 consist of the following (in thousands): Floating rate note due January 1, 2005, current rate of 8.68% $ 4,578 7.50% note due January 1, 2002 23,673 7.02% note due March 15, 2003 19,090 7.17% note due June 1, 2005 26,942 8.90% note due July 31, 2006 8,426 6.91% note due July 31, 2006 20,107 7.95% note due December 1, 2006 22,007 7.17% note due June 1, 2007 36,646 7.75% note due April 1, 2009 937 7.17% note due June 1, 2009 42,802 $205,208 The mortgage loans are collaterized by 41 properties at June 30, 2000, which properties collectively accounted for approximately 50% of the Company's annualized base rent and approximately 46% of the Company's total real estate assets as of June 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 June 30, 2000. The following table presents scheduled principal payments on mortgage loans as of June 30, 2000 (in thousands): Twelve month period ending June 30, 2001 $ 3,541 Twelve month period ending June 30, 2002 26,534 Twelve month period ending June 30, 2003 21,520 Twelve month period ending June 30, 2004 3,405 Twelve month period ending June 30, 2005 32,317 Thereafter 117,891 $205,208 Note 4. Comprehensive Income There are no adjustments necessary to net income as presented in the accompanying consolidated statements of income to derive comprehensive income in accordance with FASB Statement No. 130, Reporting Comprehensive Income. Note 5. Segment Disclosure The Company has 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 six months ended June 30, 2000 (in thousands) Northern Southern Corporate California Southwest California Northwest Midwest Colorado & Other Consolidated Rental income $ 16,717 $ 9,541 $ 6,770 $ 9,468 $ 2,500 $ 4,353 - $ 49,349 Operating expenses and real estate taxes 3,657 2,639 1,316 3,028 823 1,714 - 13,177 Depreciation and amortization 2,360 1,158 953 1,560 (86) 578 - 6,523 Income from property operations $ 10,700 $ 5,744 $ 4,501 $ 4,880 $ 1,763 $ 2,061 - $ 29,649 Percent of income from property operations 36% 19% 15% 17% 6% 7% 0% 100% General and administrative expenses - - - - - - (1,826) (1,826) Interest income(1) 14 1 - 1 - - 91 107 Interest expense - - - - - - (12,350) (12,350) Income before gain on sales of real estate investments and minority interest 10,714 5,745 4,501 4,881 1,763 2,061 (14,085) 15,580 Gain (loss) on sales of real estate investments 14,219 - (6) 1,015 - - - 15,228 Minority interest - - - - - - (66) (66) Net income $ 24,933 $ 5,745 $ 4,495 $ 5,896 $ 1,763 $ 2,061 $ (14,151) $ 30,742 Real estate investments $198,787 $137,407 $ 92,450 $143,042 $ 30,522 $ 70,168 - $672,376 Additions (dispositions) of real estate investments $ (6,471) $ 3,896 $ (2,008) $ (7,339) $ 229 $ 4,336 - $ (7,357) Total assets $208,371 $124,861 $101,616 $126,642 $ 30,654 $ 64,265 $ 4,756 $661,165
(1) The interest income in the Northern California, Southwest and Northwest segments represents interest earned from tenant notes receivable. For the six months ended June 30, 1999 (in thousands) Northern Southern Corporate California Southwest California Northwest Midwest Colorado & Other Consolidated Rental income $ 16,698 $ 7,442 $ 5,812 $ 6,897 $ 2,578 $ 4,274 $ 4 $ 43,705 Operating expenses and real estate taxes 3,528 1,873 1,124 1,837 666 1,445 199 10,672 Depreciation and amortization 2,057 990 793 1,078 410 577 - 5,905 Income from property operations $ 11,113 $ 4,579 $ 3,895 $ 3,982 $ 1,502 $ 2,252 $ (195) $ 27,128 Percent of income from property operations 41% 17% 14% 15% 6% 8% -1% 100% General and administrative expenses - - - - - - (1,963) (1,963) Interest income(1) 12 - - 2 - - 67 81 Interest expense - - - - - - (8,416) (8,416) Income before gain on sale of real estate investments and minority interest 11,125 4,579 3,895 3,984 1,502 2,252 (10,507) 16,830 Gain on sale of real estate investments 7,566 - 45 - - - - 7,611 Minority interest - - - - - - (65) (65) Income before extraordinary item 18,691 4,579 3,940 3,984 1,502 2,252 (10,572) 24,376 Loss on early extinguishment of debt (298) - - - - - - (298) Net income $ 18,393 $ 4,579 $ 3,940 $ 3,984 $ 1,502 $ 2,252 $(10,572) $ 24,078 Real estate investments $204,322 $123,900 $ 88,795 $128,954 $ 32,477 $ 60,442 - $638,890 Additions to real estate investments $ (5,267) $ 14,468 $ 11,397 $ 15,704 $ 266 $ 2,341 - $ 38,909 Total assets $210,499 $115,021 $ 94,379 $117,931 $ 31,220 $ 59,612 $ 8,444 $637,106
(1) The interest income in the Northern California and Northwest segments represents interest earned from tenant notes receivable. Note 6. Earnings per Share Following is a reconciliation of earnings per share: (in thousands, except share and per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2000 1999 2000 1999 Basic: Income before extraordinary item $ 7,511 $ 15,565 $ 30,742 $ 24,376 Extraordinary item - loss on early extinguishment of debt - (298) - (298) Net income $ 7,511 $ 15,267 $ 30,742 $ 24,078 Weighted average number of shares - basic 18,256,565 21,784,185 18,771,601 22,138,529 Earnings per share: Income before extraordinary item $ 0.41 $ 0.71 $ 1.64 $ 1.10 Extraordinary item - loss on early extinguishment of debt - (0.01) - (0.01) Net income for basic earnings per share $ 0.41 $ 0.70 $ 1.64 $ 1.09 Diluted: Income before extraordinary item $ 7,511 $ 15,565 $ 30,742 $ 24,376 Add: Minority Interest 33 34 66 65 Extraordinary item - loss on early extinguishment of debt - (298) - (298) Net income for diluted earnings per share $ 7,544 $ 15,301 $ 30,808 $ 24,143 Weighted average number of shares (from above) 18,256,565 21,784,185 18,771,601 22,138,529 Weighted average shares of dilutive stock options using average period stock price under the treasury stock method 40,090 69,571 48,405 61,490 Weighted average shares issuable upon the conversion of operating partnership units 77,992 86,888 77,992 86,888 Weighted average shares of non-vested restricted stock using average period stock price under the treasury stock method 114,756 - 95,951 - Weighted average number of shares - diluted 18,489,403 21,940,644 18,993,949 22,286,907 Income before extraordinary item $ 0.41 $ 0.71 $ 1.62 $ 1.09 Extraordinary item - loss on early extinguishment of debt - (0.01) - (0.01) Net income for diluted earnings per share $ 0.41 $ 0.70 $ 1.62 $ 1.08
Note 7. Subsequent Events In July 2000 the Company secured 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 three additional five year terms. Interest on the mortgages are at a variable rate of LIBOR plus 1.40%. Proceeds from the loans were used to pay down the outstanding balance of the Company's $175 million line of credit. The Company currently has seventeen properties and a 1.43 acre parcel of land under contracts for sale. The properties consist of 986,308 rentable square feet and include seven industrial and two office properties in Kansas, four industrial and one office property in Texas, one rehabilitation project in Tempe, Arizona, one office property in Bellevue, Washington, and one office property in Mountain View, California. Sale contract prices total $103 million. The Company intends to use sale proceeds to pay down 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 six months ended June 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: Activities from January 1, 1999 Activities from July 1, 1999 to June 30, 1999 to June 30, 2000 Number of Square Number of Square Operating Properties Feet Operating Properties Feet Acquisitions Industrial 2 135,000 3 199,000 Office 3 166,000 1 115,000 5 301,000 4 314,000 Development Industrial 4 203,000 Office 3 168,000 7 371,000 Sales Industrial 1 25,000 6 748,000 Office 1 114,000 - - 2 139,000 6 748,000
The increase in net income for the six months ended June 30, 2000 when compared with the same period in 1999 was primarily due to gains on sales of operating properties, discussed below. Three Months Ended June 30, 2000 Compared with Three Months Ended June 30, 1999 Income from Property Operations Income from property operations (defined as rental income less rental expenses) increased $479,000 or 3% in 2000 compared with 1999. This is due to an increase in rental income of $2,611,000 partially offset by an increase in rental expenses (which include operating expenses, real estate taxes and depreciation and amortization) of $2,132,000. 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 $2,921,000 and $1,361,000, 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 four industrial properties in 2000, which resulted in a reduction in rental income and rental expenses of $1,661,000 and $344,000, 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 $1,717,000 or 37% 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 $402,000 and $466,000 in the second quarter of 2000 and 1999, respectively. General and administrative expense decreased $210,000 or 18% in the second quarter of 2000 compared with 1999, primarily the result of decreased consultant services costs. Gain on sale In June 1999, the Company sold Woodland Towers II in Salt Lake City, Utah, for a net sales price of $13,122,000, which resulted in a gain of approximately $6,998,000. This sale was completed as part of a tax-deferred exchange, under Section 1031 of the Internal Revenue Code, in which the Company acquired three properties. In June 1999, the Company also sold Oak Ridge Land in Vista, California, for a net sales price of $423,000, which resulted in a gain of approximately $45,000. In June 2000, the Company sold 5502 Oberlin Drive in San Diego, California, for a net sales price of $2,165,000, which resulted in a loss of approximately $6,000. Six Months Ended June 30, 2000 Compared with Six Months Ended June 30, 1999 Income from Property Operations Income from property operations (defined as rental income less rental expenses) increased $2,521,000 or 9% in 2000 compared with 1999. This is due to an increase in rental income of $5,644,000 partially offset by an increase in rental expenses (which include operating expenses, real estate taxes and depreciation and amortization) of $3,123,000. 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 $5,844,000 and $2,540,000, 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 four industrial properties in 2000, which resulted in a reduction in rental income and rental expenses of $2,554,000 and 744,000, 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 $3,934,000 or 47% 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 $778,000 and $767,000 in the first six months of 2000 and 1999, respectively. General and administrative expense decreased $137,000 or 7% in 2000 compared with 1999, primarily the result of decreased consultant services costs. Gain on sale In March 1999, the Company sold 417 Eccles in South San Francisco, California, for a net sales price of $1,789,000, which resulted in a gain of approximately $568,000. In June 1999, the Company sold Woodland Towers II in Salt Lake City, Utah, for a net sales price of $13,122,000, which resulted in a gain of approximately $6,998,000. This sale was completed as part of a tax-deferred exchange, under Section 1031 of the Internal Revenue Code, in which the Company acquired three properties. In June 1999, the Company also sold Oak Ridge Land in Vista, California, for a net sales price of $423,000, which resulted in a gain of approximately $45,000. In March 2000, the Company sold 350 East Plumeria in San Jose, California, for a net sales price of $24,582,000, which resulted in a gain of approximately $14,219,000. In March 2000, the Company also sold Twin Oaks Technology Center and Twin Oaks Business Center in Beaverton, Oregon, for a net sales price of $11,757,000, which resulted in a gain of approximately $1,015,000. In June 2000, the Company sold 5502 Oberlin Drive in San Diego, California, for a net sales price of $2,165,000, which resulted in a loss of approximately $6,000. 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 June 30, 2000, the facility, which was all secured, had an outstanding balance of $136,468,000, and an effective interest rate of 8.06%. The $108 million TIAA financings consist 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%. Proceeds from the mortgage loans were used to pay down 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 June 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 six months ended June 30, 2000, the Company's operating activities provided cash flow of $16,310,000. Investing activities utilized cash of $14,535,000 for real estate investments and development, offset by proceeds from real estate sales of $38,504,000. Financing activities utilized net cash flow of $39,306,000 consisting of the net proceeds from bank borrowings and mortgage loans of $32,631,000 and net proceeds from the issuance of common stock of $971,000, offset by repayment of bank borrowings and mortgage loans of $35,900,000, payment of dividends and distributions of $16,123,000, and the repurchase of 1,209,805 shares of common stock for $20,885,000. Common stock dividends declared for the first and second quarters of 2000 were $0.42 per share. Distributions declared for the first and second quarters of 2000 were $0.42 per OP Unit. Consistent with the Company's policy, dividends and distributions were paid in the quarter after the quarter in which they were declared. The Company expects to fund the cost of acquisitions, capital expenditures, costs associated with lease renewals and reletting of space, repayment of indebtedness, and development of properties from (i) cash flow from operations, (ii) borrowings under the credit facility and, if available, other indebtedness (which may include indebtedness assumed in acquisitions), 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. Potential Factors Affecting Future Operating Results At the present time, borrowings under the Company's credit facility and the $4.6 million mortgage loan from Union Bank 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 six months ended June 30, 2000 amounted to $10,930,000 and $22,103,000, respectively. During the same periods in 1999, FFO amounted to $11,489,000 and $22,735,000, 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. Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 Funds From Operations (in thousands): Net income $ 7,511 $15,267 $30,742 $24,078 Add: Depreciation and amortization 3,380 2,933 6,523 5,905 Minority interest 33 34 66 65 Extraordinary item - 298 - 298 (Gain) loss on sales 6 (7,043) (15,228) (7,611) Funds From Operations $10,930 $11,489 $22,103 $22,735
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): Twelve Month Period Ending June 30, Fair 2001 2002 2003 2004 2005 Thereafter Total Value Variable rate LIBOR debt $ 55 $136,528 $ 66 $ 72 $ 4,325 - $141,046 $141,046 Average interest rate 8.78% 7.52% 8.78% 8.78% 8.78% - 7.56% 7.56% Fixed rate debt $ 3,485 $ 26,474 $21,455 $3,334 $27,992 $117,890 $200,630 $194,858 Average interest rate 7.34% 7.48% 7.07% 7.37% 7.20% 7.37% 7.33% 8.06%
As the table incorporates only those exposures that exist as of June 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 The Company held its annual stockholders' meeting on May 18, 2000 to consider the following proposals: 1. To elect five directors by the holders of the Common Stock for the ensuing year. 2. To ratify the appointment by the Board of Directors of the Company's independent public accountants for the year ending December 31, 2000. All proposals were approved. Following are the results of the voting for proposals 1 and 2: For Against Abstain 1. To elect five directors to serve until the next annual meeting of stockholders 15,115,066 - 200,281 2. To ratify the appointment by the Board of Directors of the Company's independent public accountants 15,259,565 38,460 17,322 Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits Exhibit No. Exhibit 3.1 Charter of the Company, as amended, is incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. 3.2 Amended and Restated Bylaws of the Company are incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995. 10.29* Loan Agreement dated as of July 27, 2000, between Bedford Property Investors, Inc. as Borrower and Security Life of Denver Insurance Company as Lender is incorporated herein by reference to Exhibit 10.29 to the Company's Form 10-Q for the quarter ended June 30, 2000. 10.30* Loan Agreement dated as of July 27, 2000, between Bedford Property Investors, Inc. as Borrower and Security Life of Denver Insurance Company as Lender is incorporated herein by reference to Exhibit 10.30 to the Company's Form 10-Q for the quarter ended June 30, 2000. 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: August 4, 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