-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, U3wCDKDcp7IJV3q4+Cye0fjVAATt8rOpZoL+dCBxNOCiNCUE8HbJ8UJEcXy+zLDp 5Hx7VU9X33mvl3ywJDi+zg== 0000912057-95-001260.txt : 19950614 0000912057-95-001260.hdr.sgml : 19950614 ACCESSION NUMBER: 0000912057-95-001260 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950131 FILED AS OF DATE: 19950309 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: 95519462 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, 1995 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 or15(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, 1995 10,925,483 -------------------------- PART I FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- BALANCE SHEETS (Dollar amounts in thousands)
January 31, July 31, 1995 1994 ----------------- ----------------- ASSETS Equity investments in real estate $ 372,579 $ 325,519 Less: Accumulated depreciation and amortization (44,441) (41,264) ---------- --------- 328,138 284,255 Investments in limited partnerships 1,140 1,109 ---------- --------- Real estate portfolio 329,278 285,364 Mortgage loans 5,896 4,516 Allowance for possible losses (1,000) (1,000) ---------- --------- 334,174 288,880 Cash and short-term investments 8,138 28,938 Other assets 3,752 5,077 ---------- --------- Total assets $ 346,064 $ 322,895 ---------- --------- ---------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and other liabilities $ 3,695 $ 3,466 Mortgage loans payable 97,066 73,944 ---------- --------- Total liabilities 100,761 77,410 ---------- --------- Shareholders' equity Class A common stock, $0.01 par value, issued and outstanding 10,925,483 at January 31,1995 and 10,916,483 at July 31, 1994 109 109 Additional paid-in capital 211,619 211,340 Undistributed net realized gain on sales of properties 33,575 34,036 ---------- --------- Total shareholders' equity 245,303 245,485 ---------- --------- Total liabilities and shareholders' equity $ 346,064 $ 322,895 ---------- --------- ---------- ---------
See notes to financial statements. 2 BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- STATEMENTS OF INCOME (Amounts in thousands, expect in per share data) - --------------------------------------------------------------------------------
For the Three Months For the Six Months Ended January 31 Ended January 31 --------------------- ---------------------- 1995 1994 1995 1994 ---- ---- ---- ---- REVENUE Rental income $15,209 $12,779 $29,319 $24,911 Interest on short-term investments 112 129 354 404 Interest income on mortgage loans 165 129 303 260 Income from limited partnerships 149 149 231 254 Other income 156 99 273 196 ---------- --------- --------- --------- Total revenue 15,791 13,285 30,480 26,025 ---------- --------- --------- --------- EXPENSES Operating expenses of equity investments 4,938 4,386 9,360 8,637 Provision for depreciation and amortization 1,955 1,663 3,740 3,236 Interest expense 1,889 950 3,340 1,957 General and administrative 1,067 807 2,641 1,724 ---------- --------- --------- --------- Total expenses 9,849 7,806 19,081 15,554 ---------- --------- --------- --------- Income before gain on sales of investments 5,942 5,479 11,399 10,471 Gain on sales of investments 1,389 169 1,389 169 Less: Related advisory fee (139) (16) (139) (16) ---------- --------- --------- --------- Net gain on sales of investments 1,250 153 1,250 153 ---------- --------- --------- --------- NET INCOME $7,192 $5,632 $12,649 $10,624 ---------- --------- --------- --------- ---------- --------- --------- --------- Income per share Primary Income before gain on sales of investments $.55 $.50 $1.05 $.96 Net gain on sales of investments .11 .01 .11 .01 ---------- --------- --------- --------- Net income $.66 .51 $1.16 $.97 ---------- --------- --------- --------- ---------- --------- --------- --------- Dividends declared $.63 $.60 $1.23 $1.20 ---------- --------- --------- --------- ---------- --------- --------- --------- Weighted average shares outstanding 10,934 10,939 10,933 10,938 ---------- --------- --------- --------- ---------- --------- --------- ---------
See notes to financial statements. 3 BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- STATEMENT OF CASH FLOWS (Dollar amounts in thousands) - --------------------------------------------------------------------------------
For the Six Months Ended January 31 ------------------------------- 1995 1994 ---- ---- Cash flows from operating activities: Net income $12,649 $10,624 Non-cash revenues and expenses included in income: Net gain on tax-deferred exchanges (1,250) Net gain on other sales (153) Provision for depreciation and amortization 3,740 3,236 Increase (decrease) in accounts payable and other liabilities 229 (818) Other (increase) decrease 1,385 552 ------- -------- CASH FLOWS GENERATED BY OPERATING ACTIVITIES 16,753 13,441 ------- -------- Cash flows from investing activities: Equity investments: Apartments purchased (18,041) (24,371) Apartment expansion (1,687) (1,387) Refurbishment of newly acquired apartments (91) (69) Improvements to existing apartments (53) (113) Tenant improvements: Shopping centers (1,891) (820) Light industrial and warehouse (608) (585) Reconditioning of light industrial and warehouse buildings (113) (117) Advances on mortgage loans receivable (1,500) Repayments on mortgage loans receivable 120 176 ------- -------- NET CASH FLOWS USED IN INVESTING ACTIVITIES (23,864) (27,286) ------- -------- Cash flows from financing activities: Mortgage loans payable: Prepayments (1,017) Other principal payments (579) (310) Dividends paid (13,110) (13,100) -------- -------- NET CASH FLOWS USED IN FINANCING ACTIVITIES (13,689) (14,427) -------- -------- Decrease in cash and short-term investments (20,800) (28,272) Balance at beginning of year 28,938 45,109 -------- -------- Balance at end of period $8,138 $16,837 -------- -------- -------- --------
4 BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- January 31, 1995 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, 1994, together with the portions of the company's 1994 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. NOTE B - NET INCOME PER SHARE Primary net income per share is based upon the average 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 a $23,800,000 construction loan made by Wells Fargo Bank. BRE has guaranteed repayment of the loan and has the right to acquire the property at or before completion of the construction, which is currently expected in May, 1996. In the meantime, BRE is making monthly option payments to Picerne of $60,000 (February 1995- July 1995) and $134,000 (August 1995- March 1996). BRE's purchase commitment to Picerne is $22,396,000, plus the option payments through the date of purchase. NOTE E - SUBSEQUENT EVENTS On February 27, 1995, the Directors declared a dividend of $.63 per share, payable March 23, 1995 to shareholders of record March 10, 1995. 5 BRE PROPERTIES, INC. - -------------------------------------------------------------------------------- ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- January 31, 1995 LIQUIDITY AND CAPITAL RESOURCES The company's cash and short-term investments totaled $8,138,000 at January 31, 1995, down from $28,938,000 at July 31, 1994. In August 1994, BRE entered into an agreement to acquire seven garden apartment communities, aggregating 1,301 units, in Tucson, Arizona from the Schomac Group, a privately held apartment and self-storage developer headquartered in Tucson and not affiliated with BRE. The six properties purchased during the six months ended January 31, 1995 were as follows:
Principal Amount of Number Mortgages Interest Name of Units Cost Cash Assumed Rate - ---- -------- ---- ---- ------- ---- Casas Lindas 144 $ 7,564,000 $ 7,564,000 -- -- Colonia del Rio 176 8,868,000 3,558,000 $ 5,310,000 8.00% Fountain Plaza 197 4,535,000 1,384,000 3,151,000 7.50% Hacienda del Rio 248 9,296,000 418,000 (1) 5,645,000 6.45% Oracle Village 144 6,046,000 1,826,000 4,220,000 7.88% SpringHill 224 8,666,000 3,291,000 5,375,000 8.00% ----- ----------- ----------- ----------- TOTAL 1,133 $44,975,000 $18,041,000 $23,701,000 ----- ----------- ----------- ----------- ----- ----------- ----------- ----------- (1) The cash investment in Hacienda del Rio included $3,233,000 in proceeds from a tax-deferred exchange for Marymoor Warehouse, in Redmond, Washington.
The mortgages on Fountain Plaza and Hacienda del Rio are fully amortizing, with final maturities in 2028. The three other mortgages assumed mature in the year 2000, with aggregate balloon payments of $13,939,000 due at that time. Depending on market conditions at maturity, the company may choose, among other things, to renegotiate the terms with the existing lenders, refinance the property with other lenders or sell assets to repay the balloon amounts. In October 1994, concurrent with the purchase of these apartment communities, BRE also funded a $1,500,000, one-year second mortgage loan, bearing interest at 10%, secured by the Mission Heights Apartments in Tucson, Arizona, to entities affiliated with the seller. Provided that no event of default has occurred, the borrower may request a one-year extension, during which the interest rate rises to 11%, and a second one-year extension, during which the interest rate rises to 12%. 6 During the six months ended January 31, 1995, construction of a 116-unit expansion of the Scottsdale Cove Apartments in Scottsdale, Arizona was completed. The total cost of the expansion was $6,138,000, $1,687,000 of which was invested during the six months ended January 31, 1995. As discussed further in Results of Operations, BRE has increased occupancy at both The Hub and El Camino shopping centers. Space preparation and improvements for the new tenants cost $1,572,000 at The Hub and $319,000 at El Camino. In addition, BRE invested $749,000 for a new tenant at 515 Ellis, which property is now under contract for sale at a reportable gain of approximately $1,055,000. Cash commitments at January 31, 1995 include the March 23, 1995 dividend payment of approximately $6,883,000. As discussed in Note D, BRE plans to acquire Arcadia Cove, a 432-unit apartment community currently under development. In addition to cash and short-term investments, the company has available bank lines of credit totaling $30,000,000. There were no borrowings under those lines of credit at January 31, 1995. Management believes that its liquidity and financial resources are sufficient to meet anticipated cash requirements. RESULTS OF OPERATIONS Net income for the quarter and six months ended January 31, 1995 was $7,192,000 ($.66 per share), and $12,649,000 ($1.16 per share), respectively, compared to $5,632,000 ($.51 per share) and $10,624,000 ($.97 per share) for the same periods last year. Included in the January 31, 1995 results were net gains on sales of investments of $1,250,000 ($.11 per share) for both the quarter and six months, compared to $153,000 ($.01 per share) for both the quarter and six months last year. Funds from operations totaled $7,897,000 and $15,139,000 for the quarter and six months ended January 31, 1995, up 11% and 10% from the comparable 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 depreciation and amortization. Leasing has improved at The Hub Shopping Center, with the opening of 11 new stores in the past several months. Both leasing and occupancy at The Hub are now 95%, up from 89% at July 31, 1994. New tenants include Trader Joe's, which operates 62 specialty food markets, Old Navy (part of The Gap), Taco Bell, Styles for Less and Country Harvest Buffet. At El Camino Shopping Center, occupancy is 93%, up from 89% at July 31, 1994. Soil stabilization and repairs of structurally damaged buildings are underway following the January 17, 1994 Northridge earthquake. The repairs are estimated to be completed by July 1995, with most of the costs covered by earthquake insurance. The net operating income at both shopping centers improved during the six months ended January 31, 1995 over the comparable period last year, which included expenses for roof replacements of $142,000 at The Hub and $100,000 at El Camino. In accordance with industry practices, commencing August 1, 1994, future roof replacements for all properties will be capitalized and depreciated over the expected useful life. Roof repairs will continue to be expensed. In the industrial segment of the portfolio, two properties are currently vacant and being marketed to prospective tenants: the 358,000 square 7 foot warehouse in Pomona, California and the 50,000 square foot Irvine Spectrum building in Irvine, California. Preliminary sale negotiations are underway on Pomona Warehouse. At January 31, 1995, overall occupancy levels by class of property were as follows: PROPERTY TYPE OVERALL OCCUPANCY --------------------------------------------------------- Apartment Communities 96 % Shopping Centers, including partnerships 96 Other 54 -- WEIGHTED AVERAGE 90 % -- -- 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 19% for the quarter and 18% for the six months ended January 31, 1995 from the comparable periods last year. Apartments acquired since August 1, 1993 generated gross rents of $3,579,000 and $5,879,000 for the quarter and six months, up from $872,000 and $1,160,000 for the comparable periods last year. Apartments owned for two or more years contributed $208,000 and $418,000, respectively, in higher revenue (up 3%). As part of a financial settlement received in July 1994 from the former tenant at Pomona Warehouse, BRE recorded $258,000 of rent during the first quarter ended October 31, 1994. No additional revenue will be recorded until the property is leased. Also during the first quarter ended October 31, 1994, the tenant at Oak Creek I, who also occupies a portion of Oak Creek II, was recapitalized, enabling it to pay BRE $175,000 of back rent and reimbursement for other charges. Revenues continue to be constrained by the two vacant commercial properties, Pomona Warehouse and Irvine Spectrum. There can be no assurance that additional vacancies will not occur. EXPENSES Operating expenses of equity investments increased 13% and 8% for the quarter and six months ended January 31, 1995 from the year earlier periods, primarily due to expenses on the new apartment acquisitions. On January 17, 1995, a combination of heavy rains, high winds and debris resulted in the collapse of an approximately 1,200 square foot section of the roof (out of a total 85,680 square feet) at 525 Almanor. The damage has been repaired, for a total estimated cost of $375,000. Most of this cost is expected to be recovered through property insurance. BRE has expensed $100,000 as the amount of the deductible under its property insurance coverage. 8 The two vacant commercial properties, Pomona Warehouse and Irvine Spectrum, had no expense for real estate taxes during either the quarter ended October 31, 1993 or October 31, 1994, because the former tenants had reimbursed the company for the real estate taxes through December 31, 1994. Starting January 1, 1995, the annual cost for real estate taxes is estimated to be $164,000 (Pomona Warehouse) and $33,000 (Irvine Spectrum). In addition, BRE is paying maintenance costs, such as security, landscaping and insurance. Interest expense approximately doubled for the quarter and six months ended January 31, 1995 from the comparable periods last year, reflecting the new mortgage loans on Selby Ranch, Mira Mesa (Cimmaron, Hacienda and Westpark), and the Schomac apartments. General and administrative expenses for the first quarter ended October 31, 1994 include $437,000 of legal costs paid to reach an out-of-court settlement with Big V Supermarkets, Inc. and Somers Development Corporation regarding alleged chemical contamination of the soil and ground water underlying the Baldwin Place Shopping Center in Somers, New York. In addition to the legal costs which have been expensed, BRE paid $207,000 as its share of the settlement. The $207,000 is being carried in accounts receivable. BRE is seeking to recover the settlement amount as well as its legal costs from the insurance companies which provided coverage to BRE at various times throughout BRE's 1974-1983 ownership of the land underlying Baldwin Place. On December 19, 1994, the company announced the retirement of Eugene P. Carver as Chairman and as a Director. Director John McMahan was appointed interim Chairman. Arthur G. von Thaden, BRE's Chief Executive Officer since the company's founding in 1970, will replace Mr. McMahan as Chairman once a new Chief Executive Officer is employed. Director L. Michael Foley is heading the search committee , which has agreed to compensate an executive search firm an amount equal to one-third of the successful candidate's estimated first year cash compensation. The estimated fee is $100,000, of which $20,000 was paid during the quarter ended January 31, 1995. GAIN ON SALES During the quarter and six months ended January 31, 1995, BRE recorded a gross gain of $1,389,000 on the tax-deferred exchange of Marymoor Warehouse in Redmond, Washington. The proceeds were reinvested in Hacienda del Rio Apartments in Tucson, Arizona. The net gain on the transaction was $1,250,000 ($.11 per share), after 10% of the gross gain was credited against the prepaid advisory fee to BankAmerica Corporation for termination of its Advisory Agreement with the company in September 1987. Originally $4,508,000, the prepaid advisory fee had been reduced to $1,402,000 at January 31, 1995. The company has recorded in its financial statements gains totaling $61,173,000 which have been deferred for tax purposes since the company's 1970 inception through January 31, 1995. The company has entered into an agreement to sell its light industrial property located at 515 Ellis, in Mountain View, California. This sale is expected to result in a reportable gain of approximately $1,055,000. In addition, preliminary sale negotiations are underway on Pomona Warehouse, a currently vacant light industrial property, located in Pomona, California. This sale (if successful) is expected to result in a reportable loss, which will be more than offset by the 9 reportable gains on Marymoor and 515 Ellis. The sales of 515 Ellis and Pomona Warehouse are both intended for tax-deferred exchanges. DIVIDENDS The $.63 per share dividend declared for the quarter ended January 31, 1995, was approximately 88% of funds from operations. 10 BRE PROPERTIES, INC. PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Shareholders held on November 22, 1994, the shareholders elected two Directors for three-year terms, approved the amended and restated 1992 Employee Stock Plan, approved the 1994 Non-Employee Director Stock Plan, and the selection of auditors by the following votes:
FOR AGAINST WITHHELD --------------------- ------- -------- No. of % of % of No. of No.of Shares Quorum Outstanding Shares Shares ------ ------ ----------- ------ ------ ITEM NO. 1 (Election of Directors) CLASS I Malcolm R. Riley 9,036,426 99% 83% -- 94,635 Arthur G. von Thaden 9,040,492 99 83 -- 90,569 ITEM NO. 2 (Approval of Amended and Restated 8,646,848 95 79 311,833 172,380 1992 Employee Stock Plan) ITEM NO. 3 (Approval of 1994 Non-Employee 8,472,943 93 78 442,269 215,849 Director Stock Plan) ITEM NO. 4 (Approval of 9,017,102 99 83 50,564 63,395 Auditors)
There were no broker non-votes on any of the four items. The terms of office of the company's four other directors continued after the Annual Meeting, as follows: Term Expires ------------ C. Preston Butcher 1996 Eugene P. Carver 1996* L. Michael Foley 1995 John McMahan 1995 * On December 19, 1994, Mr. Carver retired as Chairman and as Director. The Directors appointed John McMahan as interim Chairman. Mr. von Thaden, BRE's Chief Executive Officer (CEO) since the company's founding in 1970, will replace Mr. McMahan as Chairman once a new CEO has been employed. Mr. Foley is heading the Search Committee for a candidate to fill the position of CEO. 11 PART II - OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The following exhibits are submitted herewith: 10.1 Agreement for Continuing Services between the company and Arthur G. von Thaden 11.0 Computation of Earnings Per Share (b) Reports on Form 8-K. The company filed a Current Report on Form 8-K on November 23, 1994 regarding the acquisition of 1,301 units in seven apartment communities in Tucson, Arizona from affiliates of The Schomac Group. 12 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 9, 1995 /s/ Howard E. Mason, Jr. --------------------------- ---------------------------------- Howard E. Mason, Jr. Senior Vice President, Finance Date March 9, 1995 /s/ Ellen G. Breslauer --------------------------- ---------------------------------- Ellen G. Breslauer Secretary and Treasurer 13 EXHIBIT INDEX Number Description ------ ----------- 10.1 Agreement for Continuing Services between the company and Arthur G. von Thaden 11.0 Computation of Earnings per Share 27 Financial Data Schedule 14 EX-10.1 2 EXHIBIT 10.1 AGREEMENT FOR CONTINUING SERVICES THIS AGREEMENT FOR CONTINUING SERVICES ("Agreement") is made and entered into this 19th day of December, 1994 by and between BRE Properties, Inc. ("Company") and Arthur G. von Thaden ("Employee"). As more fully set forth below, this Agreement is intended to memorialize certain changes occurring with respect to Employee's employment relationship with the Company and to clarify Employee's agreements with the Company concerning his employment terms and compensation package. RECITALS Employee has for many years acted as the Chief Executive Officer ("CEO") of the Company pursuant to an employment agreement ("Employment Agreement") dated August 22, 1988. The Company's current Chairman of the Board has decided to retire, and Employee is 62 years of age. The Company's Board of Directors ("Board") has now decided to begin a search for a new CEO and to elevate Employee to the position of Chairman of the Board at the time the new CEO is appointed. The Board desires that Employee remain the Company's CEO until his successor is appointed, at which time Employee will become the Company's Chairman of the Board. As Chairman of the Board, Employee will continue to be employed as a full- time corporate officer of the Company through December 31, 1995 and for such extended periods thereafter as may be agreed to by Company and Employee. During Employee's tenure as the Company's CEO, Employee has been granted incentive stock options ("ISOs"), nonqualified stock options ("NQSOs"), and restricted shares of the Company's stock ("Restricted Shares"). Pursuant to this Agreement, the ability of Employee to exercise his ISOs and NQSOs following the end of his employment will be clarified. In addition, the vesting date for Employee's Restricted Shares will be accelerated to December 31, 1995 should Employee remain employed with Company through such date. NOW, THEREFORE, incorporating the above Recitals, Company and Employee hereby agree as follows: (1) In consideration for Employee's enthusiastic support during the one-year transition period ending December 31, 1995, Employee will continue to be employed by Company and to serve as the Company's CEO until the Board has chosen a replacement. At that time, Employee will become the Company's Chairman of the Board and will continue to be employed by the Company as a full-time corporate officer subject to the provisions of the Employment Agreement until December 31, 1995, and for such extended periods thereafter as may be agreed to by Company and Employee. (2) Upon the termination of Employee's employment with Company, all compensation and benefits under the Employment Agreement will cease. On or before September 30, 1995, Company and Employee will determine whether an extension of the Employment Agreement beyond December 31, 1995 will be effected. If so extended, Company and Employee will determine whether any future extensions will be effected within 90 days before the termination of the then current extension. (3) Subject to all applicable fiduciary duties of the Company to its shareholders, Company will use its best efforts to retain Employee as a director of the Company for his current term. (4) Should Employee's employment with Company terminate on or after December 31, 1995 but before Employee reaches 65 years of age, such termination will be treated as an "early retirement" for purposes of determining Employee's rights with respect to any NQSOs and ISOs outstanding at that time. Pursuant to Section 2(c)(ii) of Employee's NQSO and ISO agreements under the Company's 1984 Option Plan, Company hereby agrees that all NQSOs and ISOs of Employee will become fully vested upon such early retirement and that Employee may exercise such options up to and including the EARLIER of (i) the end of the applicable Option Period (as defined and set forth in the applicable option agreement), and (ii) three years from the date of early retirement. For example, should Employee's employment with Company terminate on December 31, 1995, NQSOs and ISOs granted to Employee prior to December 31, 1988 would terminate upon the expiration of their regular ten-year terms, while options granted to employee on and after January 1, 1989 would expire on December 31, 1998. Similar treatment will apply to all NQSOs and ISOs granted to Employee under the Company's 1992 Option Plan. Employee understands that the exercise of ISOs after 3 months from the date of Employee's termination of employment will NOT qualify the ISO for favorable tax treatment under the Internal Revenue Code. (5) Pursuant to Section 6 of the Restricted Share agreements covering the outstanding Restricted Shares held by Employee, Company hereby agrees that all of Employee's Restricted Shares will fully vest in Employee on December 31, 1995 should Employee remain employed with Company through such date. (6) As a full-time corporate officer of the Company through December 31, 1995, Employee will be entitled to continuing participation in the Company's various benefit plans. In particular, Employee's rights to participate in the Company's tax-qualified Retirement Plan and Employee's rights to accrue deferred compensation under his Supplemental Executive Retirement Plan shall remain in full force and effect through December 31, 1995. Should Employee's employment terminate on or after December 31, 1995 (unless such employment is terminated for cause), Employee will be entitled to a pro-rata share of incentive compensation generally considered and awarded by Company during the fiscal year of Company in which such termination of employment occurs. 2. (7) Except as otherwise set forth in this Agreement, the terms of the Employment Agreement and the terms of Employee's NQSO, ISO, and Restricted Share agreements shall remain in full force and effect. (8) Company and Employee have entered into this Agreement in good faith and hereby agree to use their best efforts to fully implement this Agreement in accordance with its terms and their mutual intent. The provisions of Sections 6 through 10 of the Employment Agreement (covering arbitration, notices, etc.) are hereby incorporated into this Agreement by reference. This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, Company and Employee have executed this Agreement this 19th day of December, 1994. COMPANY: BRE PROPERTIES, INC. By: ------------------------------- Eugene P. Carver, Chairman of the Board EMPLOYEE: ------------------------------ Arthur G. von Thaden 3. EX-11 3 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 -------------------------- ------------------------ 1995 1994 1995 1994 ---- ---- ---- ---- Computation: Shares outstanding at beginning of 10,916,483 10,912,399 10,916,483 10,912,399 year Averaged for dates of grants or exercises: Exercisable, in-the-money, stock 8,581 22,397 8,581 22,397 options Restricted shares granted, less 9,000 2,775 7,714 2,400 forfeitures Exercise of stock options 1,334 934 ---------- ---------- ----------- ----------- Average shares outstanding 10,934,064 10,938,905 10,932,778 10,938,130 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Net income before gain on sales of investments $5,942,169 $5,479,215 $11,399,328 $10,471,771 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Computation $.55 $.50 $1.05 $.96 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Net gain on sales of investments $1,249,762 $152,509 $1,249,762 $152,509 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Computation $.11 $.01 $.11 $.01 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- PRIMARY EARNINGS PER SHARE $.66 $.51 $1.16 $.97 ---------- ---------- ----------- ----------- ---------- ---------- ----------- -----------
1
- ------------------------------------------------------------------------------------------------------------------------------------ EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE (Continued) - ------------------------------------------------------------------------------------------------------------------------------------ For the Three Months Ended For the Six Months Ended January 31 January 31 -------------------------- ------------------------ 1995 1994 1995 1994 ---- ---- ---- ---- FULLY DILUTED EARNINGS PER SHARE Shares outstanding at end of 10,925,483 10,916,483 10,925,483 10,916,483 period Exercisable, in-the-money, stock options 8,581 22,397 8,581 22,397 ---------- ---------- ----------- ----------- Total Shares 10,934,064 10,938,880 10,934,064 10,938,880 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Income before gain on sales of investments $5,942,169 $5,479,215 $11,399,328 $10,471,771 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- As computed $.55 $.50 $1.05 $.96 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Net gain on sales of investments $1,249,762 $152,509 $1,249,762 $152,509 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- As computed $.11 $.01 $.11 $.01 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Fully diluted earnings per share $.66 $.51 $1.16 $.97 ---------- ---------- ----------- ----------- ---------- ---------- ----------- -----------
2 EX-27 4 EXHIBIT 27
5 1,000 6-MOS JUL-31-1994 AUG-01-1994 JAN-31-1995 8,138 0 9,648 (1,000) 0 16,786 373,719 (44,441) 346,064 3,695 37,066 109 0 0 245,194 346,064 30,480 30,480 9,360 9,360 6,381 0 3,340 11,399 0 11,399 0 1,250 0 12,649 1.16 1.16 Rental and other revenue Operating expenses of equity investments Includes 3,740 of depreciation expense Net gain on sales of investments
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