-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A8ylD6y4Uj8ZhV/g+CYAZcE4eOtrwXeQt6W0MeeGNvjEmEdB225W38B6zFH8DxFP 4AQmmWwW1P6x6wRrgXoxAQ== 0000912057-96-004542.txt : 19960315 0000912057-96-004542.hdr.sgml : 19960315 ACCESSION NUMBER: 0000912057-96-004542 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960131 FILED AS OF DATE: 19960314 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRE PROPERTIES INC CENTRAL INDEX KEY: 0000009677 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 941722214 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07993 FILM NUMBER: 96534953 BUSINESS ADDRESS: STREET 1: 1 MONTGOMERY ST STREET 2: TELESIS TWR STE 2500 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154456530 FORMER COMPANY: FORMER CONFORMED NAME: BANKAMERICA REALTY INVESTORS DATE OF NAME CHANGE: 19870927 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-5305 BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 94-1722214 - -------------------------------- ------------------- (State or other jurisdiction of (I.R.S Employer incorporation or organization) Identification No.) One Montgomery Street Telesis Tower, Suite 2500 San Francisco, CA 94104-5525 - ----------------------------- ------------ (Address of principal office) (Zip Code) Registrant's telephone number, including area code (415) 445-6530 Inapplicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 -------- -------- Number of shares of Class A common stock outstanding as of January 31, 1996 10,970,865 ---------- PART I FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS -------------------- BRE PROPERTIES, INC. BALANCE SHEETS (Dollar amounts in thousands) (unaudited) - --------------------------------------------------------------------------------
January 31, 1996 July 31, 1995 ------------------ --------------- ASSETS Equity investments in real estate $370,242 $377,175 Less: Accumulated depreciation and amortization (48,690) (47,811) ------------------ --------------- 321,552 329,364 Investments in limited partnerships 1,154 1,181 ------------------ --------------- Real estate portfolio 322,706 330,545 Mortgage loans 6,952 7,409 Allowance for possible losses (1,250) (1,250) ------------------ --------------- 328,408 336,704 Cash and short-term investments 14,736 4,462 Funds in escrow for tax-deferred exchange 3,854 Other assets 9,490 6,720 ------------------ --------------- Total assets $356,488 $347,886 ------------------ --------------- ------------------ --------------- LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and other liabilities $ 3,494 $ 4,116 Mortgage loans payable 112,176 100,828 ------------------ --------------- Total liabilities 115,670 104,944 ------------------ --------------- Shareholders' equity Class A common stock, $0.01 par value, 50,000,000 shares authorized. Shares issued and outstanding 10,970,865 at January 31, 1996 and 10,962,065 at July 31, 1995 109 109 Additional paid-in capital 212,246 212,127 Undistributed net realized gain on sales of properties 28,463 30,706 ------------------ --------------- Total shareholders' equity 240,818 242,942 ------------------ --------------- Total liabilities and shareholders' equity $356,488 $347,886 ------------------ --------------- ------------------ ---------------
See notes to financial statements. 2 BRE PROPERTIES, INC. STATEMENTS OF INCOME (unaudited) (Amounts in thousands, except in per share data) - --------------------------------------------------------------------------------
For the Three For the Six Months Months Ended Ended January 31 January 31 ------------------- --------------------- 1996 1995 1996 1995 ---- ---- ---- ---- REVENUE Rental Income $16,221 $15,209 $32,305 $29,319 Interest on short-term investments 266 112 405 354 Interest income on mortgage loans 204 165 413 303 Interest from limited partnerships 173 149 313 231 Other income 215 156 358 273 ------- ------- ------- ------- Total Revenue 17,079 15,791 33,794 30,480 ------- ------- ------- ------- EXPENSES Real Estate expenses 5,485 5,283 11,322 10,050 Provision for depreciation and amortization 1,960 1,955 3,947 3,740 Interest expense 2,197 1,889 4,273 3,340 General and administrative 858 722 1,773 1,951 ------- ------- ------- ------- Total expenses 10,500 9,849 21,315 19,081 ------- ------- ------- ------- Income before gain on sales of investments 6,579 5,942 12,479 11,399 Gain (loss) on sales of investments 1,389 (899) 1,389 Less: Related advisory fee (139) (139) ------- ------- ------- ------- Net gain (loss)on sales of investments 1,250 (899) 1,250 ------- ------- ------- ------- NET INCOME $ 6,579 $ 7,192 $11,580 $12,649 ------- ------- ------- ------- ------- ------- ------- ------- Income per share Primary Income before gain on sales of investments $.60 $.55 $1.13 $1.05 Net gain on sales of investments .11 (.08) .11 ------- ------- ------- ------- Net income $.60 $.66 $1.05 $1.16 ------- ------- ------- ------- ------- ------- ------- ------- Dividends declared $.63 $.63 $1.26 $1.23 ------- ------- ------- ------- ------- ------- ------- ------- Weighted shares outstanding 10,997 10,934 10,996 10,933 ------- ------- ------- ------- ------- ------- ------- ------- See notes to financial statements.
3 BRE PROPERTIES, INC. - --------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS (Dollar amounts in thousands) - ------------------------------------------------------------------------------------------------------------ For the Six Months Ended Jan. 31 -------------------------------- 1996 1995 ---- ---- Cash flows from operating activities: Net income $11,580 $12,649 Non-cash revenues and expenses included in income: Provision for depreciation and amortization 3,947 3,740 Loss on sales of investments 899 Net gain on tax-deferred exchanges (1,250) Decrease (increase) in other assets (476) 1,325 Increase (decrease) in accounts payable and other liabilities (622) 229 Other (increase) decrease (17) (219) -------- -------- CASH FLOWS GENERATED BY OPERATING ACTIVITIES 15,311 16,474 -------- -------- Cash flows from investing activities: Equity investments: Apartments purchased (18,041) Cash invested in apartments acquired through tax deferred exchange (108) Option payments on apartments being developed (840) Capitalized costs of proposed merger (1,454) Apartment expansion (1,687) Improvements to apartments (207) (144) Space preparation and tenant improvements: Shopping centers (520) (1,891) Light industrial and warehouse (9) (721) Funds in escrow for tax-deferred exchange 3,854 Advances on mortgage loans receivable (1,500) Repayments on mortgage loans receivable 457 120 -------- -------- NET CASH FLOWS GENERATED BY (USED IN) INVESTING ACTIVITIES 1,173 (23,864) -------- -------- Cash flows from financing activities: Mortgage loans payable: New mortgage loans 12,000 Principal payments (652) (579) Proceeds from grants of restricted shares and exercises of stock options 119 279 Dividends paid (13,823) (13,110) -------- -------- NET CASH FLOWS USED IN FINANCING ACTIVITIES (2,356) (13,410) -------- -------- Increase (decrease) in cash and short-term investments 14,128 (20,800) Balance at beginning of year 4,462 28,938 -------- -------- Balance at end of period $18,590 $ 8,138 -------- -------- -------- --------
4 BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (unaudited) - -------------------------------------------------------------------------------- January 31, 1996 NOTE A - BASIS OF PRESENTATION - ------------------------------ The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the company's Annual Report on Form 10-K for the fiscal year ended July 31, 1995, together with the portions of the company's 1995 Annual Report to shareholders incorporated therein by reference. In the opinion of management, all adjustments (consisting of normal recurring adjustments only) have been made which are necessary for a fair statement of the results for the interim period presented herein. Certain reclassifications have been made to the 1995 financial statements to conform to the presentation of the 1996 financial statements. NOTE B - NET INCOME PER SHARE - ----------------------------- Primary net income per share is based upon the average weighted number of shares outstanding during the periods, increased for the assumed exercise of vested, in-the-money stock options. NOTE C - LITIGATION - ------------------- The company, because of the nature of its business, is sometimes subject to various threatened or filed legal claims, including certain environmental actions. While it is not feasible to predict or determine the ultimate outcome of these matters, in the opinion of management, none of these actions, individually or in the aggregate, will have a material effect on the company's results of operations, cash flows, liquidity or financial position. NOTE D - COMMITMENTS - -------------------- BRE has entered into a development and option agreement with Picerne Development Corporation (Picerne), an Arizona corporation, which is a wholly owned subsidiary of Picerne Investment Corporation, a privately held apartment developer headquartered in Rhode Island. Picerne is developing Arcadia Cove, a 432-unit apartment complex in Phoenix, Arizona. The development is being financed through two loans to Picerne made by Wells Fargo Bank. The amounts available under the two loans are $4,226,000 (standing loan) and $19,125,000 (construction loan), for a total of $23,351,000. As of January 31, 1996, $13,646,000 was outstanding under the loans. BRE has guaranteed repayment of the loans and has the right to acquire the property at or before completion of construction, which is currently expected in mid-1996. 5 BRE has made, or is committed to make, monthly option payments to Picerne as follows:
(DOLLAR AMOUNTS IN THOUSANDS) December 94 $220 February 95 - July 95 $60 x 6 months 360 August 95 - December 95 160 x 5 months 800 January 96 - March 96 100 x 3 months 300 April 96 - May 96 20 x 2 month 40 ------ Estimated total option payments $1,720 ------ ------
BRE's estimated total cost for the property, including interest expense and marketing expenses during construction, is $24,280,000. In addition, BRE has committed to purchase Phase II of Newport Landing Apartments, in Glendale, Arizona. BRE purchased the adjacent 240-unit Phase I in September 1995, for $9,235,000. Phase II, also planned for 240 units, is currently being developed, with construction expected to be completed mid-1996. Picerne, which developed Phase I, is also developing Phase II for BRE. The cost for Phase II is projected to be $12,940,000. The company has also committed to purchase an apartment complex with 266 units under construction near Portland, Oregon at a price of $16,410,000. Construction is underway, with completion expected in the spring of 1996. BRE will purchase the property following its completion in accordance with plans and specifications. In addition, BRE has committed to purchase Sycamore Valley Apartments, 440 units located in Fountain Valley, California at a price of $23,593,000. Previously known as the Shakewood Apartments, BRE owned the land under the improvements until 1991, when BRE sold the land to the current owners, who own both the land and the improvements. The owners are a public limited partnership, with approximately 1,500 investors, whose approval is required for the sale of the property to BRE. Such approval is anticipated by late March 1996. BRE has also committed to purchase Candlewood North Apartments, 189 units located in Northridge, California at a price of $10,600,000. The property, originally constructed in 1964, was fully rebuilt following the 1994 earthquake. The purchase is expected to be completed on February 29, 1996. 6 The summary of total commitments outstanding is as follows:
Dollar Amounts in Units thousands ----- --------- Arcadia Cove 432 $24,280 Newport Landing II 240 12,940 Apartment complex, Portland, Oregon 266 16,410 Sycamore Valley 440 23,593 Candlewood North 189 10,600 ------- ------- 1,567 $87,823 ------- ------- ------- -------
NOTE E - RECENT DEVELOPMENT - --------------------------- On October 11, 1995, BRE entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among BRE, Real Estate Investment Trust of California ("REIT-Cal") and a newly-formed Maryland subsidiary of REIT-Cal ("REIT-Cal Sub"). The Merger Agreement, which has been approved by the Board of Directors and Boards of Trustees of each of the parties, would result in the acquisition of REIT-Cal by BRE through (i) a merger of REIT-Cal with and into REIT-Cal Sub followed by (ii) a merger of REIT-Cal Sub with and into BRE (the "Merger"). Following consummation of the Merger, it is contemplated that BRE would change its state of corporate domicile from Delaware to Maryland. Under the terms of the Merger Agreement, each issued and outstanding share of beneficial interest, without par value, of REIT-Cal would be converted into the right to receive 0.57 (the "Exchange Ratio") of a share of BRE common stock in a tax-free transaction. In the event that either (i) (a) the average closing price per share of BRE common stock as reported by the New York Stock Exchange (the "NYSE") for the ten consecutive trading days ending on (and including) the trading day immediately preceding the date of REIT-Cal's stockholders meeting to consider the Merger (the "BRE Average Price") is less than $28.575, and (b) the difference between the BRE Average Price and the closing price of BRE common stock on the NYSE on September 11, 1995, expressed as a percent of the closing price of BRE common stock on the NYSE on September 11, 1995, is at least 10% greater than the percentage decline in the value of the NAREIT Equity REIT Index over the period from September 11, 1995 to the trading day immediately preceding the date of the REIT-Cal stockholders meeting to consider the Merger, or (ii) the BRE Average Price is less than $28.07, the agreement may be terminated by REIT-Cal unless BRE increases the Exchange Ratio so that the Exchange Ratio as adjusted would equal a fraction the numerator of which is the product of 0.57 times (x) $28.575 in the case of a proposed termination under clause (i) above, or (y) $28.07 in the case of a proposed termination under clause (ii) above, and the denominator of which is the BRE Average Price. 7 The Merger will be treated as a purchase for accounting purposes. Upon the closing, Frank C. McDowell would continue to serve as President and Chief Executive Officer of BRE. Three executives of REIT-Cal would also be added to BRE management: Jay W. Pauly as Senior Executive Vice President and Chief Operating Officer; LeRoy E. Carlson as Executive Vice President and Chief Financial Officer; and John H. Nunn as Senior Vice President, Property Management. In addition, three directors of REIT-Cal would be appointed to the BRE Board of Directors, increasing BRE's Board from six to nine members. NOTE F - SUBSEQUENT EVENTS - -------------------------- On February 26, 1996, the Directors declared a dividend of $.63 per share, payable March 28, 1996 to shareholders of record March 8, 1996. In addition, pursuant to the Merger Agreement, on February 26, 1996, the Directors declared a special dividend of $.049 per share, payable March 28, 1996, to shareholders of record March 14, 1996. The special dividend will be paid only if the Merger with REIT-Cal is completed. The Merger is expected to close on March 15, 1996. As discussed in Note D, BRE acquired the 189 unit Candlewood North Apartments in Northridge, California for $10,600,000 on February 29, 1996. In the purchase, BRE used the proceeds from the recent sale of a light industrial property as part of a tax-deferred exchange transaction. On March 12, 1996, shareholders of BRE and REIT-Cal approved the Merger of the two companies. The Merger, in which BRE Properties will be the surviving entity, is expected to close on March 15, 1996. 8 BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- January 31, 1996 LIQUIDITY AND CAPITAL RESOURCES The company's cash and short-term investments totaled $14,736,000 at January 31, 1996, up from $4,462,000 at July 31, 1995. In addition to the $14,736,000 in cash and short-term investments, $3,854,000 was in escrow for completion of a tax-deferred exchange. During the six months ended January 31, 1996, BRE borrowed, on a non-recourse basis, $12,000,000 secured by the Verandas Apartments in Union City, California. The loan has a 10-year term, with amortization based on 30 years, and a fixed interest rate of 7.3%. The balloon payment at maturity is $10,372,000. Depending on market conditions at maturity, the company may choose, among other things, to renegotiate the terms with the existing lender, refinance the property with another lender or sell assets to repay the balloon amounts. Also during the first six months of fiscal 1996, BRE completed the tax-deferred exchange of the vacant Pomona Warehouse property in Pomona, California for the 240-unit Phase I of Newport Landing Apartments in Glendale, Arizona. The loss on the disposition of the Pomona Warehouse was $93,000. In addition, $3,854,000 has been placed in escrow from the proceeds from disposition of the vacant Irvine Spectrum property in Irvine, California. The proceeds were invested on a tax-deferred basis in Candlewood North Apartments. The loss on the disposition of the Irvine Spectrum Property was $819,000. An additional $520,000 was invested during the quarter ended January 31, 1996 in tenant improvements at shopping centers. Cash commitments at January 31, 1996 include the March 28, 1996 dividend payment of approximately $6,912,000 and a special dividend of approximately $538,000 that will be paid if the merger is consumated, as described in Note E of the notes to Financial Statements. In addition, as more fully discussed in Note D of Notes to Financial Statements, BRE has committed a total of $87,823,000 for the purchase of five apartment communities. One of these apartment communities, Candlewood North, was purchased on February 29, 1996 for $10,600,000 with cash and proceeds from a tax-deferred exchange. The remaining acquisitions may be funded through a combination of tax-deferred exchanges, cash and borrowings. 9 BRE has announced an agreement to sell 47 acres of land under a large apartment complex in Daly City, California to the owner of the improvements for a cash purchase price of $58 million. The sale is subject to certain contingencies, including a five-month due diligence period during which the purchaser may review the property, seek to arrange financing and, at the purchaser's election without penalty, terminate the purchase agreement. Assuming satisfaction of closing conditions, the purchase agreement contemplates a closing of the sale between June 14 and September 14, 1996, with the sale intended to be treated by BRE as a series of tax-deferred exchanges into apartment properties. BRE's basis in the land for both book and tax purposes is $7.4 million; accordingly, the company would realize a one-time non-recurring gain on sale of $50.6 million. In addition to cash and short-term investments, the company has available a bank line of credit totaling $15,000,000. There were no borrowings under the line of credit at January 31, 1996. The company expects to increase its bank lines of credit. The company also expects to use a portion of the lines of credit to fund the cash portion of the purchase price for the apartment acquisitions described above. RESULTS OF OPERATIONS Net income for the quarter and six months ended January 31, 1996 was $6,579,000 ($.60 per share) and $11,580,000 ($1.05 per share), compared to $7,192,000 ($.66 per share) and $12,649,000 ($1.16 per share) for the same quarter and six months last year. Included in the January 31, 1996 six months results were net losses on sales of investments of $899,000 ($.08 per share), compared to net gains on sales of investments of $1,250,000 ($.11 per share) for both the quarter and six months ended January 31, 1995. Funds from operations totaled $8,539,000 and $16,426,000 for the quarter and six months ended January 31, 1996, up 8% and 9% from the same periods last year. 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 provisions for depreciation, amortization and possible investment losses. Because income-producing properties are typically evaluated without taking into account non-cash charges such as provisions for depreciation, amortization and possible investment losses, management believes that funds from operations is an appropriate supplemental measure of the company's operating performance. 10 At January 31, 1996, overall occupancy levels by class of property were as follows:
PROPERTY TYPE OVERALL OCCUPANCY - ---------------------------------------------------- Apartments 95% Shopping centers 94 Other 97 -- WEIGHTED AVERAGE 95% --- ---
The weighted average occupancy is calculated by multiplying the occupancy for each property by its square footage and dividing by the total square footage in the portfolio. REVENUE Rental income, comprising approximately 96% of total revenue, rose 7% for the quarter and 10% for the six months ended January 31, 1996 from the comparable periods last year. Apartments acquired since August 1, 1994 (and therefore owned less than two years) generated gross rents of $2,353,000 and $4,538,000 for the quarter and six months, up from $1,602,000 and $2,048,000 for the comparable periods last year. Apartments owned for two or more years contributed $283,000 and $781,000, respectively, in higher revenue (up 3% and 4%, respectively). EXPENSES Operating expenses of equity investments increased 4% and 13% for the quarter and six months ended January 31, 1996 from the year earlier periods, primarily due to expenses on the new apartment acquisitions. General and administrative expenses were $858,000 for the quarter ended January 31,1996, up from $722,000 for the comparable quarter last year. For the six months ended January 31, 1996, general and administrative expenses were $1,773,000, down from $1,951,000 for the period last year, which had included $437,000 in legal costs of which $363,000 were substantially recovered from insurance carriers. Excluding this litigation-related expense, general and administrative expenses rose for the quarter and six months ended January 31, 1996 as a result of higher salaries and employee benefits due to a larger staff to accommodate growth. Commencing August 1, 1995, BRE began allocating a portion of its salaries, employee benefits and other personnel costs to the real estate expense of the properties in the portfolio. While this reclassification does not change the company's net income or funds from operations, such an allocation reduces reported general and administrative expenses and increases real estate expense by an equal amount. Management believes that this allocation is consistent with industry practices and will provide a better matching of the revenue generated by the properties and the expenses required to generate that revenue. The amounts reclassified from general and administrative expenses to real estate expenses 11 under this allocation method were $400,000 and $799,000 for the quarter and six months ended January 31, 1996 respectively. As more fully discussed in Note E of Notes to Financial Statements, on October 11, 1995, BRE entered into the Merger Agreement with REIT-Cal. Through January 31,1996, BRE has paid investment banking, legal, accounting and other costs related to the Merger aggregating $1,454,000. This amount has been capitalized in anticipation of the Merger. Included in the $1,454,000 is $222,000 which had originally been expensed during the fiscal year ended July 31, 1995. This $222,000 was credited against general and administrative expenses during the quarter ended October 31, 1995. Interest expense was up $308,000 and $933,000 from the comparable quarter and six months last year. This increase reflected new mortgage loans, assumed since August 1,1994, on Camino Seco Village, Colonia del Rio, Fountain Plaza, Hacienda del Rio, Oracle Village, SpringHill and Verandas Apartments. The principal of these loans totaled approximately $27,939,000. GAIN (LOSS) ON SALES No gain on sales of investments was recorded during the quarter ended January 31, 1996. The company has recorded in its financial statements gains totaling $62,307,000 which have been deferred for tax purposes since the company's 1970 inception through January 31, 1996. The losses on the previously discussed sales of Pomona Warehouse and Irvine Spectrum aggregated $912,000 for the six months ended January 31, 1996. Offsetting the losses was the $13,000 increase in the reported gain on Marymoor Warehouse, sold in November 1994. DIVIDENDS The $.63 per share dividend for the quarter ended January 31, 1996 was approximately 81% of funds from operations. The dividend exceeded reportable net income. The special dividend of $.049 per share, payable March 28, 1996 to shareholders of record March 14, 1996, was approximately 6% of funds from operations for the second quarter. The special dividend will be paid only if the merger with REIT- Cal described above is completed which is expected on March 15, 1996. 12 BRE PROPERTIES, INC. PART II - OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits The following exhibits are submitted herewith: 11. Computation of Earnings Per Share (b) Reports on Form 8-K. The company did not file any reports on Form 8-K during the quarter for which this report is filed. 13 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. BRE PROPERTIES, INC. (Registrant) DATE MARCH 14, 1996 /S/ HOWARD E. MASON, JR. ------------------------ Howard E. Mason, Jr. Senior Vice President, Finance and Assistant Secretary 14 EX-11 2 EXHIBIT 11 BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE - -------------------------------------------------------------------------------- STATEMENT OF EARNINGS PER SHARE Average shares outstanding are computed by adding the shares outstanding at each month end and dividing that result by the number of months elapsed in the year- to-date period.
For the three months ended For the six months ended January 31 January 31 --------------------------------- --------------------------------- Computation: 1996 1995 1996 1995 ---- ---- ---- ---- Shares outstanding at beginning of year 10,962,065 10,916,483 10,962,065 10,916,483 Averaged for dates of grants or exercises: Exercisable, in-the-money, stock options 26,187 8,581 26,187 8,581 Restricted shares granted, less forfeitures 2,800 9,000 2,400 7,714 Exercise of stock options 6,000 5,142 ------------- ------------- ------------- ------------- Average shares outstanding 10,997,052 10,934,064 10,995,794 10,932,778 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Net income before gain (loss) on sales of investments $6,578,846 $5,942,169 $12,479,131 $11,399,328 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Computation $.60 $.55 $1.13 $1.05 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Net gain (loss) on sales of investments ----- $1,249,762 $ (899,258) $1,249,762 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Computation ----- $.11 $ (.08) $.11 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- PRIMARY EARNINGS PER SHARE $.60 $.66 $1.05 $1.16 ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
15 BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE (Continued) - --------------------------------------------------------------------------------
For the three months ended For the six months ended January 31 January 31 -------------------------------- --------------------------------- 1996 1995 1996 1995 ---- ---- ---- ---- FULLY DILUTED EARNINGS PER SHARE Shares outstanding at end of period 10,970,865 10,925,483 10,970,865 10,925,483 Exercisable, in-the-money stock options 26,187 8,581 26,187 8,581 ------------- ------------- ------------- ------------- Total shares 10,997,052 10,934,064 10,997,052 10,934,064 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Income before gain on sales of investments $6,578,846 $5,942,169 $12,479,131 $11,399,328 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- As computed $.60 $.55 $1.13 $1.05 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Net gain (loss) on sales of investments -------- $1,249,762 $ (899,258) $ 1,249,762 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- As computed -------- $.11 $(. 08) $.11 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Fully diluted earnings per share $.60 $.66 $1.05 $1.16 ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
16 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS JUL-31-1995 AUG-01-1995 JAN-31-1996 18,590 0 16,442 (1,250) 0 33,782 371,396 (48,690) 356,488 3,494 112,176 0 0 109 240,709 356,488 33,794 33,794 11,322 11,322 5,720 0 4,273 12,479 0 12,479 0 (899) 0 11,580 1.05 1.05 Rental and other revenue Real estate expenses Includes $3,947 of depreciation expense, a non-cash charge Net gain (loss) on sales of investments
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