Washington, D.C. 20549
ESSEX PROPERTY TRUST, INC.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
ESSEX PROPERTY TRUST, INC.
"Essex" or the "Company" means Essex Property Trust, Inc., a real estate investment trust incorporated in the State of Maryland, or where the context otherwise requires, Essex Portfolio, L.P., a limited partnership (the "Operating Partnership") in which Essex Property Trust, Inc. is the sole general partner.
The information furnished in the accompanying unaudited condensed consolidated balance sheets, statements of operations, stockholders' equity, noncontrolling interest, and comprehensive income and cash flows of the Company reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the aforementioned condensed consolidated financial statements for the interim periods and are normal and recurring in nature, except as otherwise noted.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the notes to such unaudited condensed consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations herein. Additionally, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2010.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARES
See accompanying notes to the unaudited condensed consolidated financial statements.
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
The accompanying unaudited condensed consolidated financial statements present the accounts of Essex Property Trust, Inc. (the “Company”), which include the accounts of the Company and Essex Portfolio, L.P. (the “Operating Partnership,” which holds the operating assets of the Company) and are prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included and are normal and recurring in nature, except as otherwise noted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2010.
All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements.
Essex Apartment Value Fund II, L.P. (“Fund II”) is an investment fund formed by the Company to add value through rental growth and asset appreciation, utilizing the Company’s development, redevelopment and asset management capabilities. Fund II has eight institutional investors, and the Company, with combined partner equity contributions of $265.9 million. The Company contributed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner. Fund II utilized leverage equal to approximately 55% upon the initial acquisition of the underlying real estate. Fund II invested in apartment communities in the Company’s targeted West Coast markets and, as of JuneSeptember 30, 2011, owned 14 apartment communities.communities and 2,971 units. The Company records revenue for its asset management, property management, development and redevelopment services when earned, and promote income when realized if Fund II exceeds certain financial return benchmarks.
In 2011, the Company entered into a 50/50 programmatic joint venture, Wesco I, LLC (“Wesco”), with an institutional partner for a total equity commitment of $200 million. Each partner’s equity commitment is $100 million, and Wesco will utilize leverage equal to approximately 50% to 60%. The Company has contributed $56.8 million to Wesco, and as of September 30, 2011, Wesco owned 4 apartment communities with 1,693 units. Investments must meet certain criteria to qualify for inclusion in the joint venture and both partners must approve any new acquisitions.acquisitions and material dispositions. The joint venture has an investment period of up to two years. The Company will receive asset and property management fees, and may earn a promoted interest. The Company accounts for this joint venture on the equity method. As discussed below under “Co-investments”, Wesco purchased apartment communities in May and July 2011.
| | | December 31, 2010 | |
| | | | | | Gross | | | | |
| | | Amortized | | | Unrealized | | | | |
| | | Cost | | | Gain | | | Fair Value | |
| Investment-grade unsecured bonds | | $ | 22,243 | | | $ | 4,403 | | | $ | 26,646 | |
| Investment funds - US treasuries | | | 14,345 | | | | 582 | | | | 14,927 | |
| Common stock | | | 8,638 | | | | 112 | | | | 8,750 | |
| Total | | $ | 45,226 | | | $ | 5,097 | | | $ | 50,323 | |
The Company uses the specific identification method to determine the cost basis of a security sold and to reclassify amounts from accumulated other comprehensive income for securities sold. For the threenine months ended JuneSeptember 30, 2010, the proceeds from sales of available for sale securities totaled $22.5 million,2011 and for the six months ended June 30, 2011and 2010, the proceeds from sales of available for sale securities totaled $26.8 million and $64.7 million, respectively. These sales all resulted in gains, which totaled $4.0 million for the three months ended June 30, 2010, and $4.5 million and $9.0 million for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively.
Variable Interest Entities
The Company consolidates 19 DownREIT limited partnerships (comprising twelve communities) since the Company is the primary beneficiary of these variable interest entities (“VIEs”). Total DownREIT units outstanding were 1,072,1611,068,693 and 1,096,871 as of JuneSeptember 30, 2011 and December 31, 2010, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $145.1$128.3 million and $125.3 million, as of JuneSeptember 30, 2011 and December 31, 2010, respectively. The consolidated total assets and liabilities related to these VIEs, net of intercompany eliminations, were approximately $214.6$215.9 million and $170.0$172.4 million, respectively, as of JuneSeptember 30, 2011 and $217.3 million and $168.0 million, respectively, as of December 31, 2010. Interest holders in VIEs consolidated by the Company are allocated net income equal to the cash payments made to those interest holders or distributions from cash flow. The remaining results of operations are generally allocated to the Company. As of JuneSeptember 30, 2011 and December 31, 2010, the Company did not have any VIE’s for which it was not deemed to be the primary beneficiary.
Stock-Based Compensation
The Company accounts for share based compensation using the fair value method of accounting. The estimated fair value of stock options granted by the Company is being amortized over the vesting period of the stock options. The estimated grant date fair values of the long term incentive plan units (discussed in Note 13, “Stock Based Compensation Plans,” in the Company’s Form 10-K for the year ended December 31, 2010) are being amortized over the expected service periods.
Stock-based compensation expense for options and restricted stock totaled $0.4 million and $0.3 million for the three months ended JuneSeptember 30, 2011 and 2010, respectivelyand $1.0 million and $0.7 million and $0.5 million for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively. The intrinsic value of the stock options exercised during the three months ended JuneSeptember 30, 2011 and 2010 totaled $2.0$0.6 million and $0.5$0.4 million and $3.0$3.6 million and $1.5$1.9 million for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively. As of JuneSeptember 30, 2011, the intrinsic value of the stock options outstanding totaled $10.9$6.9 million. As of JuneSeptember 30, 2011, total unrecognized compensation cost related to unvested share-based compensation granted under the stock option and restricted stock plans totaled $4.1$3.7 million. The cost is expected to be recognized over a weighted-average period of 1 to 6 years for the stock option plans and is expected to be recognized straight-line over 7 years for the restricted stock awards.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
JuneSeptember 30, 2011 and 2010
(Unaudited)
The Company has adopted an incentive program involving the issuance of Series Z and Series Z-1 Incentive Units (collectively referred to as “Z Units”) of limited partnership interest in the Operating Partnership. Stock-based compensation expense for Z Units totaled $0.3$0.2 million and $0.8$0.4 million for the three months ended JuneSeptember 30, 2011 and 2010, respectively, and $0.5$0.7 million and $1.4$1.8 million for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively. On January 1, 2011, 131,409 Series Z Units were converted into common units of the Operating Partnership.
Stock-based compensation for Z units capitalized totaled $0.1 million and $0.2 million for the three months ended JuneSeptember 30, 2011, and 2010, respectively, and $0.2$0.3 million and $0.4$0.6 million for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively. As of JuneSeptember 30, 2011, the intrinsic value of the Z-1 Units subject to future vesting totaled $17.6$15.6 million. As of JuneSeptember 30, 2011, total unrecognized compensation cost related to Z-1 Units subject to future vesting totaled $6.5$6.3 million. The unamortized cost is expected to be recognized over the next year to fourteen years subject to the achievement of the stated performance criteria.
Fair Value of Financial Instruments
The Company values its financial instruments based on the fair value hierarchy of valuation techniques described in the FASB statement entitled “Fair Value Measurements and Disclosures”. Level 1 inputs are unadjusted, quoted prices in active
markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability. The Company uses Level 1 inputs for the fair values of its cash equivalents and its marketable securities except for unsecured bonds and mortgage backed securities. The Company uses Level 2 inputs for its investments in unsecured bonds, mortgage backed securities, notes receivable, notes payable, and derivative liabilities. These inputs include interest rates for similar financial instruments. The Company’s valuation methodology for the swap related to the multifamily revenue refunding bondbonds for the 101 San Fernando apartment community, is described in more detail in Note 8. The Company does not use Level 3 inputs to estimate fair values of any of its financial instruments. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
Management believes that the carrying amounts of its amounts outstanding under lines of credit, notes receivable and notes and other receivables approximate fair value as of JuneSeptember 30, 2011 and December 31, 2010, because interest rates, yields and other terms for these instruments are consistent with yields and other terms currently available for similar instruments. Management has estimated that the fair value of the Company’s $1.79$1.77 billion of fixed rate debt, including unsecured bonds, at JuneSeptember 30, 2011 is approximately $1.83$1.88 billion and the fair value of the Company’s $256.8$242.2 million of variable rate debt, excluding borrowings under the lines of credit, at JuneSeptember 30, 2011 is $234.5$224.9 million based on the terms of existing mortgage notes payable, unsecured bonds and variable rate demand notes compared to those available in the marketplace. Management believes that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payables, other liabilities and dividends payable approximate fair value as of JuneSeptember 30, 2011 due to the short-term maturity of these instruments. The fair values of the Company’s investments in mortgage backed securities are approximately equal to the amortized cost carrying value of these securities. Marketable securities and both the note payable and the swap related to multifamily revenue refunding bondbonds for the 101 San Fernando apartment community, are carried at fair value as of JuneSeptember 30, 2011, as discussed above and in Note 8.
Accounting Estimates and Reclassifications
The preparation of condensed consolidated financial statements, in accordance with U.S. generally accepted accounting principles, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate properties, its investments in and advances to joint ventures and affiliates, its notes receivables and its qualification as a Real Estate Investment Trust (“REIT”). The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.
Reclassifications for discontinued operations have been made to prior year statements of operations balances in order to conform to current year presentation. Such reclassifications have no impact on reported earnings, cash flows, total assets or total liabilities.Preferred Equity Transactions
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2011 and 2010
(Unaudited)
(2) Significant Transactions During the Second Quarter of 2011 and Subsequent Events
Acquisition
In June, the Company acquired Bellerive, a completed 63-unit vacant condominium project that will be operated as a rental community located in West Los Angeles for $27.0 million. Initial occupancy is expected to occur in the third quarter 2011, and stabilization is expected by the end of the year. This property is included in real estate under development as of June 30, 2011 since the units were not yet available for lease.
Disposition
In April, the Company disposed of Woodlawn Colonial, a 159-unit community located in Chula Vista, California for $16.0 million for a gain of $5.3 million net of internal disposition costs. The property was purchased in 2002 as part of the John M. Sachs, Inc. merger.
Development
The Company entered into a development joint venture with the land owner of a retail site in Santa Clara. The Company invested $9.3 million in this joint venture and the property subject to a $10.5 million mortgage loan due in April 2014 at an interest rate that is currently at 5.0%. The Company has an option to purchase the joint venture partner’s interest for $0.8 million during 2011. The plans for this project are to entitle a portion of the site for 494 apartment units. The joint venture partner has an option to purchase the retail parcel upon obtaining entitlements. The site is currently improved with retail space that is 100% leased. The Company consolidates this joint venture and will account for the property as a rental property during the period that is being operated as a retail site.
In July, the Company began development on its West Dublin, California land site which was purchased in late 2009 for $5.0 million. The 309-unit development will consist of a five-story building over two levels of parking and will feature a mix of one and two bedroom units and lofts.
Co-investments
In June 2011, the Company completed a $13.0 million preferred equity investment in an entity owning an apartment community located in downtown Los Angeles. The Company’s preferred return is 10% and the Company’s investment has a five-year term.
In 2011, the Company entered into a 50/50 programmatic joint venture, Wesco, I LLC (“Wesco”), with an institutional partner for a total equity commitment of $200 million. In May 2011, Wesco acquired Arbors Parc Rose, a 373-unit community located in Oxnard, California for $92.0 million. In July 2011, Wesco acquired Reveal, a 438-unit community located in the Woodland Hills, California for $132.9 million. Wesco obtained a $100.0 million line of credit at a rate of LIBOR + 2.3%, and Wesco obtained secured mortgage loans totaling $59.9 million at 4.7% secured by Arbors Parc Rose for 10 years in June, and $78.7 million at LIBOR + 1.9% secured by Reveal with a maturity of two years with two one year extensions.
In June, the Company entered into a joint venture with the Canada Pension Plan Investment Board (“CPPIB”) to develop its Cadence site located in San Jose, California which recently began site demolition. The Company contributed the land to the joint venture, and the Company will account for this joint venture using the equity method. The Company will hold a 55% interest in the joint venture and will earn development, asset, and property management fees. The Company may also earn a promoted interest.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2011 and 2010
(Unaudited)
Common Stock, Preferred Stock and Preferred Units
During the quarter, the Company sold 984,982 shares of common stock for $130.2 million, net of commissions, at an average price per share of $133.76. In July, the Company sold 350,112 shares of common stock for $48.3 million, net of commissions, at an average price of $139.64. Year to date through July, the Company sold 1,661,736 shares of common stock for $216.9 million, net of commissions, at an average price of $132.11.
In April, the Company issued 2,950,000 shares of 7.125% Series H Cumulative Redeemable Preferred Stock (“Series H”) at a price of $25.00 per share for net proceeds of $71.4 million, net of costs and original issuance discounts. The Series H has no maturity date and generally may not be called by the Company before April 13, 2016. Net proceeds from the Series H offering were used to redeem all of the 7.875% Series B Cumulative Redeemable Preferred Units of Essex Portfolio, L.P. (“Series B”) with a liquidation value of $80.0 million, which resulted in excess of cash paid of $1.0 million over the carrying value of Series B due to deferred offering costs and original issuance discounts.
In June, the Company redeemed its 7.8125% Series F Preferred Stock (“Series F”) at liquidation value for $25.0 million which resulted in excess of cash paid of $0.9 million over the carrying value of Series F due to deferred offering costs and original issuance discounts.
Accounting Estimates and Reclassifications
Mortgage Notes Payable and Construction Loans |
The preparation of condensed consolidated financial statements, in accordance with U.S. generally accepted accounting principles, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate properties, its investments in and advances to joint ventures and affiliates, its notes receivables and its qualification as a Real Estate Investment Trust (“REIT”). The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
September 30, 2011 and 2010
(Unaudited)
Reclassifications for discontinued operations have been made to prior year statements of operations balances in order to conform to current year presentation. Such reclassifications have no impact on reported earnings, cash flows, total assets or total liabilities.
(2) Significant Transactions During the Third Quarter of 2011 and Subsequent Events
Acquisition
In September, the Company acquired the Bernard, a 63-unit community located in the Lower Queen Anne district of Seattle, Washington for $13.8 million. As part of the transaction, the Company assumed a $9.4 million loan secured by the property at a fixed rate of 6.0% which matures in January 2019. The interest rate was unfavorable compared to currently available market rates for mortgage loans, and thus the Company recorded a $1.1 million loan premium to reflect the debt at fair value along with a corresponding increase to the carrying value of the property. This results in an effective interest rate for this loan of 4.0%.
Dispositions
During the quarter, the Company sold its preferred stock investment in Multifamily Technology Solutions, Inc, which owns MyNewPlace.com, a real estate technology company, for net proceeds of $1.6 million and a realized gain of $0.9 million.
Also, during the quarter, the Company also sold the View Pointe land parcel located in Newcastle, Washington for net proceeds of $1.4 million and a realized gain of $0.2 million.
Development
In September, the Company entered into a development joint venture with a regional developer for the construction of Fountain at La Brea, a 187-unit community with approximately 18,200 square feet of retail located in West Hollywood, California. The regional developer contributed the land and the Company contributed approximately $9.0 million in cash for a 50% interest in the venture. The joint venture acquired bond financing for the project in the amount of $54.5 million with a maturity date of October 2046 and entered into an interest rate swap transaction with respect to the bonds that terminates in September 2016 at a rate of SIFMA + 1.50. As of September 30, 2011, $13.5 million of the bonds were outstanding. The Company does not consolidate this joint venture and will account for it under the equity method of accounting.
During the quarter, the Company entered into a joint venture with the Canada Pension Plan Investment Board (“CPPIB”) to develop its 309-unit community located in West Dublin, California. The Company contributed the land to the joint venture, and the Company will account for this joint venture on the equity method. The Company will hold a 55% interest in the venture and will earn development, asset and property management fees, and may earn a promoted interest.
In October, the Company acquired the remaining 15% interest of a development joint venture for $0.8 million with the former land owner of a 12.6 acre operating retail site located in Santa Clara, California. The Company previously purchased an 85% interest in the venture in April, and the Company plans to entitle the 7.6 acre mixed-use site for 494 units, and an adjacent 5 acre parcel for retail. The former joint venture partner has an option to purchase the retail parcel.
Co-investments
In July, the Company acquired Reveal (formerly Millennium at Warner Center), a 438-unit community located in the Canoga Park area of Los Angeles through the Wesco joint venture. The property, which was completed in 2010, was acquired for $132.9 million. Wesco obtained a mortgage loan for $78.7 million at LIBOR + 1.9% secured by Reveal with a maturity of two years with two 1-year extensions.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
September 30, 2011 and 2010
(Unaudited)
In September, the Company acquired Redmond Hill, a group of four communities built between 1985 and 2003 consisting of 882-units in Redmond, Washington. The properties, which will be operated as two separate communities, were acquired for $151.3 million through the Company’s previously announced programmatic joint venture, Wesco. The Company intends to renovate portions of each property, beginning with building exteriors and community amenities, to be followed by apartment interior upgrades for a total cost of approximately $11.7 million. In conjunction with the acquisition, Wesco obtained two 10-year loans totaling $97.1 million secured by Redmond Hill at a fixed rate of 4.06%.
Common Stock, Preferred Stock and Preferred Units
During the quarter, the Company paid off the Cairns mortgage loansold 647,787 shares of common stock for $11.3$88.2 million, net of commissions, at an interest rateaverage per share price of 3.7%$137.83. Year to date through September, the Company has sold 1,959,411 shares of common stock for $256.8 million, net of commissions, at an average price of $132.65, and during June and early July two San Marcos mortgage loans totaling $46.5 million at a blended rate of 5.3%.no stock has been sold to date in the fourth quarter. The Company may sell an additional 1,066,889 shares under the current equity distribution program.
Unsecured Bonds
During the second quarter, the Company issued $115repaid tax-exempt bonds for $9.8 million associated with the Boulevard community, and in conjunction with this repayment of the bonds 35 apartment units were released from an affordable rent bond program. The Company wrote-off $0.2 million of unamortized deferred charges related to the bonds.
Line of Credit
In August, the Company gave notice to terminate the $250 million secured line of credit facility with Freddie Mac which matures in December 2013. As of September 30, 2011, $174.0 million is outstanding under this line of credit and the Company intends to repay this using proceeds form other borrowings. The 11 properties that are the security for this secured facility will be unencumbered upon termination of the secured facility. Due to the early termination of the credit facility the Company has accelerated the amortization of the deferred facility charges, and the result is that an additional $0.3 million in amortization of deferred charges was recorded in the third quarter and another $0.3 million will be recorded in the fourth quarter of 2011.
In September, the Company amended the existing unsecured bond through private placements, $40.0line of credit facility to increase the capacity to $425 million from $275 million with an accordion feature to expand the facility to $500 million. The borrowing rate is LIBOR + 1.25% and an annual facility fee of 0.25%. Interest on the credit facility floats at 4.5% for 6.25a margin over LIBOR plus a facility fee, which are tied to the Company’s senior unsecured credit ratings. The term of the amended facility is three years and $75.0 million at 4.92%provides for 8.5 years. The proceeds from the bond offering were used primarilytwo, 1-year extension options.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
September 30, 2011 and pay down the Company’s lines of credit.2010
(Unaudited)
(3) Co-investments
The Company has joint venture investments in co-investments, which are accounted for under the equity method. The joint ventures own, operate and develop apartment communities.
The following table details the Company's co-investments (dollars in thousands):
| | | June 30, 2011 | | | December 31, 2010 | |
| | | | | | | |
| Investments in joint ventures accounted for under the equity method of accounting: | | | | | | |
| Partnership interest in Essex Apartment Value Fund II, L.P ("Fund II") | | $ | 65,532 | | | $ | 66,000 | |
| Membership interest in a limited liability company that owns and is developing Cadence | | | 52,407 | | | | - | |
| Membership interest in a limited liability company that owns Essex Skyline at MacArthur Place | | | 26,758 | | | | 29,187 | |
| Preferred interests in limited liability companies that own apartment communities in downtown Los Angeles | | | 22,767 | | | | - | |
| Membership interest in a limited liability company that owns and is developing Queen Anne | | | 17,000 | | | | - | |
| Preferred interest in a related limited liability company that owns Madison Park at Anaheim | | | 12,348 | | | | 12,014 | |
| Membership interest in Wesco I, LLC ("Wesco") | | | (87 | ) | | | - | |
| | | | 196,725 | | | | 107,201 | |
| Investments accounted for under the cost method of accounting: | | | | | | | | |
| Series A and B-2 Preferred Stock interests in Multifamily Technology Solutions, Inc. | | | 639 | | | | 639 | |
| Total co-investments | | $ | 197,364 | | | $ | 107,840 | |
| | | | | | | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | | | | | |
| | | | | | | |
| Investments in joint ventures accounted for under the equity method of accounting: | | | | | | |
| | | | | | | |
| Partnership interest in Fund II | | $ | 64,505 | | | $ | 66,000 | |
| Membership interest in Wesco | | | 55,444 | | | | - | |
| Membership interest in a limited liability company that owns Essex Skyline at MacArthur Place | | | 25,781 | | | | 29,187 | |
| Total operating co-investments | | | 145,730 | | | | 95,187 | |
| Membership interest in a limited liability company that owns and is developing Cadence and West Dublin | | | 68,368 | | | | - | |
| Membership interest in a limited liability company that owns and is developing Queen Anne | | | 17,000 | | | | - | |
| Membership interest in a limited liability company that owns and is developing Fountain at La Brea | | | 9,186 | | | | - | |
| Total development co-investments | | | 94,554 | | | | - | |
| | | | | | | | | |
| Preferred interests in limited liability companies that own apartment communities in downtown Los Angeles with preferred returns of 9% and 10% | | | 22,792 | | | | - | |
| Preferred interest in a related limited liability company that owns Madison Park at Anaheim with a preferred return of 13% | | | 12,334 | | | | 12,014 | |
| Total preferred interest investments | | | 35,126 | | | | 12,014 | |
| | | | | | | | | |
| Investments accounted for under the cost method of accounting: | | | | | | | | |
| Series A and B-2 Preferred Stock interests in Multifamily Technology Solutions, Inc. | | | - | | | | 639 | |
| Total co-investments | | $ | 275,410 | | | $ | 107,840 | |
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
JuneSeptember 30, 2011 and 2010
(Unaudited)
The combined summarized balance sheet and statements of operations for co-investments, which are accounted for under the equity method, are as follows (dollars in thousands).
| | | June 30, 2011 | | | December 31, 2010 | |
| Balance sheets: | | | | | | |
| Rental properties and real estate under development | | $ | 993,258 | | | $ | 750,808 | |
| Other assets | | | 36,419 | | | | 15,864 | |
| | | | | | | | | |
| Total assets | | $ | 1,029,677 | | | $ | 766,672 | |
| | | | | | | | | |
| Mortgage notes | | $ | 598,435 | | | $ | 450,693 | |
| Other liabilities | | | 20,773 | | | | 7,076 | |
| Equity | | | 410,469 | | | | 308,903 | |
| | | | | | | | | |
| Total liabilities and equity | | $ | 1,029,677 | | | $ | 766,672 | |
| | | | | | | | | |
| Company's share of equity | | $ | 196,725 | | | $ | 107,201 | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| Balance sheets: | | | | | | |
| Rental properties and real estate under development | | $ | 1,405,295 | | | $ | 750,808 | |
| Other assets | | | 58,806 | | | | 15,864 | |
| | | | | | | | | |
| Total assets | | $ | 1,464,101 | | | $ | 766,672 | |
| | | | | | | | | |
| Debt | | $ | 886,632 | | | $ | 450,693 | |
| Other liabilities | | | 56,050 | | | | 7,076 | |
| Equity | | | 521,419 | | | | 308,903 | |
| | | | | | | | | |
| Total liabilities and equity | | $ | 1,464,101 | | | $ | 766,672 | |
| | | | | | | | | |
| Company's share of equity | | $ | 275,410 | | | $ | 107,201 | |
| | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| Statements of operations: | | | | | | | | | | | | |
| Property revenues | | $ | 24,084 | | | $ | 12,482 | | | $ | 42,596 | | | $ | 24,810 | |
| Property operating expenses | | | (9,719 | ) | | | (5,533 | ) | | | (17,695 | ) | | | (10,662 | ) |
| Net property operating income | | | 14,365 | | | | 6,949 | | | | 24,901 | | | | 14,148 | |
| | | | | | | | | | | | | | | | | |
| Interest expense | | | (10,549 | ) | | | (2,950 | ) | | | (15,410 | ) | | | (5,911 | ) |
| General and administrative | | | (38 | ) | | | - | | | | (1,022 | ) | | | - | |
| Depreciation and amortization | | | (9,943 | ) | | | (4,756 | ) | | | (18,006 | ) | | | (9,209 | ) |
| | | | | | | | | | | | | | | | | |
| Net loss | | $ | (6,165 | ) | | $ | (757 | ) | | $ | (9,537 | ) | | $ | (972 | ) |
| | | | | | | | | | | | | | | | | |
| Company's share of net income (loss) | | $ | 726 | | | $ | (360 | ) | | $ | (647 | ) | | $ | (401 | ) |
| ` | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| Statements of operations: | | | | | | | | | | | | |
| Property revenues | | $ | 28,286 | | | $ | 13,824 | | | $ | 70,882 | | | $ | 38,634 | |
| Property operating expenses | | | (11,699 | ) | | | (6,513 | ) | | | (29,394 | ) | | | (17,176 | ) |
| Net property operating income | | | 16,587 | | | | 7,311 | | | | 41,488 | | | | 21,458 | |
| | | | | | | | | | | | | | | | | |
| Interest expense | | | (7,354 | ) | | | (3,262 | ) | | | (22,764 | ) | | | (9,174 | ) |
| General and administrative | | | (82 | ) | | | - | | | | (1,104 | ) | | | - | |
| Depreciation and amortization | | | (11,957 | ) | | | (5,419 | ) | | | (29,963 | ) | | | (14,628 | ) |
| | | | | | | | | | | | | | | | | |
| Net loss | | $ | (2,806 | ) | | $ | (1,370 | ) | | $ | (12,343 | ) | | $ | (2,344 | ) |
| | | | | | | | | | | | | | | | | |
| Company's share of operating income (loss) | | | (602 | ) | | | (626 | ) | | | (1,249 | ) | | | (1,027 | ) |
| Company's preferred interest/gain - Multifamily Technology Solutions, Inc. | | | 919 | | | | - | | | | 919 | | | | - | |
| Company's share of net income (loss) | | $ | 317 | | | $ | (626 | ) | | $ | (330 | ) | | $ | (1,027 | ) |
(4) Notes and Other Receivables
Notes receivable secured by real estate, and other receivables consist of the following as of JuneSeptember 30, 2011 and December 31, 2010 (dollars in thousands):
| | | June 30, 2011 | | | December 31, 2010 | |
| | | | | | | |
| Note receivable, secured, bearing interest at 6.5%, due August 2011 | | $ | 3,221 | | | $ | 3,221 | |
| Note receivable, secured, bearing interest at 8.0%, due November 2011 | | | 971 | | | | 971 | |
| Note receivable, secured, bearing interest at 9.8%, due March 2012 | | | 7,331 | | | | 7,331 | |
| Note receivable, secured, bearing interest at 8.8%, due December 2012 | | | 10,928 | | | | 10,930 | |
| Note receivable, secured, bearing interest at LIBOR + 8.0%, due December 2012 | | | 6,463 | | | | 6,513 | |
| Note receivable, secured, bearing interest at 6.3%, due February 2014 | | | 17,261 | | | | 16,708 | |
| Other receivables | | | 3,781 | | | | 3,770 | |
| | | $ | 49,956 | | | $ | 49,444 | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | | | | | |
| Note receivable, secured, bearing interest at 6.3%, due February 2014 | | $ | 17,446 | | | $ | 16,708 | |
| Note receivable, secured, bearing interest at 8.8%, due December 2012 | | | 10,930 | | | | 10,930 | |
| Note receivable, secured, bearing interest at 9.8%, due March 2012 | | | 7,390 | | | | 7,331 | |
| Note receivable, secured, bearing interest at LIBOR + 8.0%, due December 2012 | | | 6,443 | | | | 6,513 | |
| Note receivable, secured, bearing interest at 6.5%, due November 2011 | | | 3,199 | | | | 3,221 | |
| Note receivable, secured, bearing interest at 8.0%, due November 2011 | | | 971 | | | | 971 | |
| Other receivables | | | 5,220 | | | | 3,770 | |
| | | $ | 51,599 | | | $ | 49,444 | |
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
September 30, 2011 and 2010
(Unaudited)
(5) Related Party Transactions
Management and other fees from affiliates include management, development and redevelopment fees from co-investments of $1.4$1.9 million and $1.0 million for the three months ended JuneSeptember 30, 2011 and 2010, respectively, and $2.6$4.6 million and $2.0$3.0 million for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively, and a property acquisition fee of $0.5 million from the limited liability company that owns Skyline at MacArthur Place for the sixnine months ended JuneSeptember 30, 2010. All of these fees are net of intercompany amounts eliminated by the Company.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2011 and 2010
(Unaudited)
An Executive Vice President of the Company invested $4.0 million for a 6% limited partnership interest in a partnership with the Company that acquired a 50% interest in a limited liability company that acquired Essex Skyline at MacArthur Place. The Executive Vice President’s investment is equal to a pro-rata share of the contributions, and distributions resulting from distributable cash generated by Essex Skyline at MacArthur Place will be calculated in the same manner as the calculation of distributions to the third party investor. The Executive Vice President does not participate in any promote interest or fees paid to the Company by the Essex Skyline at MacArthur Place joint venture.
6)(6) Segment Information
The Company defines its reportable operating segments as the three geographical regions in which its apartment communities are located: Southern California, Northern California and Seattle Metro. Excluded from segment revenues are properties classified in discontinued operations, management and other fees from affiliates, and interest and other income. Non-segment revenues and net operating income included in the following schedule also consist of revenue generated from commercial properties. Other non-segment assets include co-investments, real estate under development, cash and cash equivalents, marketable securities, notes receivable, other assets and deferred charges. The revenues, net operating income, and assets for each of the reportable operating segments are summarized as follows for the three and nine months ended JuneSeptember 30, 2011 and 2010 (dollars in thousands):
| | | | Three Months Ended | | | Nine Months Ended | |
| | | Three Months Ended June 30, | | | September 30, | | | September 30, | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| Revenues: | | | | | | | | | | | | | | | | | | |
| Southern California | | $ | 56,081 | | | $ | 50,503 | | | $ | 56,945 | | | $ | 50,666 | | | $ | 167,649 | | | $ | 151,662 | |
| Northern California | | | 36,548 | | | | 29,973 | | | | 37,757 | | | | 32,770 | | | | 109,624 | | | | 92,731 | |
| Seattle Metro | | | 20,210 | | | | 16,717 | | | | 20,530 | | | | 17,932 | | | | 60,495 | | | | 51,377 | |
| Other real estate assets | | | 2,939 | | | | 1,970 | | | | 2,886 | | | | 2,000 | | | | 8,216 | | | | 6,034 | |
| Total property revenues | | $ | 115,778 | | | $ | 99,163 | | | $ | 118,118 | | | $ | 103,368 | | | $ | 345,984 | | | $ | 301,804 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net operating income: | | | | | | | | | | | | | | | | | | | | | | | | |
| Southern California | | $ | 36,590 | | | $ | 33,688 | | | $ | 36,780 | | | $ | 32,742 | | | $ | 109,105 | | | $ | 100,191 | |
| Northern California | | | 24,097 | | | | 19,243 | | | | 24,790 | | | | 20,922 | | | | 72,129 | | | | 59,966 | |
| Seattle Metro | | | 12,774 | | | | 10,124 | | | | 12,964 | | | | 10,882 | | | | 38,294 | | | | 31,581 | |
| Other real estate assets | | | 2,047 | | | | 1,291 | | | | 2,235 | | | | 1,116 | | | | 5,944 | | | | 3,501 | |
| Total net operating income | | | 75,508 | | | | 64,346 | | | | 76,769 | | | | 65,662 | | | | 225,472 | | | | 195,239 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation | | | (37,510 | ) | | | (31,156 | ) | | | (38,137 | ) | | | (31,531 | ) | | | (112,563 | ) | | | (93,068 | ) |
| Interest expense before amortization | | | (22,710 | ) | | | (20,161 | ) | | | (22,096 | ) | | | (21,025 | ) | | | (66,612 | ) | | | (61,085 | ) |
| Amortization expense | | | (2,736 | ) | | | (843 | ) | | | (2,936 | ) | | | (1,177 | ) | | | (8,527 | ) | | | (2,958 | ) |
| Interest and other income | | | 2,628 | | | | 7,085 | | | | 2,741 | | | | 5,788 | | | | 12,357 | | | | 20,730 | |
| General and administrative | | | (6,371 | ) | | | (6,219 | ) | | | (6,066 | ) | | | (6,175 | ) | | | (18,551 | ) | | | (17,988 | ) |
| Impairment and other charges | | | | - | | | | (1,615 | ) | | | - | | | | (1,615 | ) |
| Management and other fees from affiliates | | | 1,420 | | | | 1,022 | | | | 1,940 | | | | 959 | | | | 4,585 | | | | 3,458 | |
| Equity income (loss) from co-investments | | | 726 | | | | (360 | ) | | | 317 | | | | (626 | ) | | | (330 | ) | | | (1,027 | ) |
| Loss on early retirement of debt | | | (253 | ) | | | (10 | ) | | | (567 | ) | | | - | | | | (820 | ) | | | (10 | ) |
| Income before discontinued operations | | $ | 10,702 | | | $ | 13,704 | | | $ | 11,965 | | | $ | 10,260 | | | $ | 35,011 | | | $ | 41,676 | |
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
JuneSeptember 30, 2011 and 2010
(Unaudited)
The revenues, net operating income, and assets for each of the reportable operating segments are summarized as follows for the six ended June 30, 2011 and 2010 (dollars in thousands):
| | | Six Months Ended June 30, | |
| | | 2011 | | | 2010 | |
| Revenues: | | | | | | |
| Southern California | | $ | 110,704 | | | $ | 100,996 | |
| Northern California | | | 71,865 | | | | 59,961 | |
| Seattle Metro | | | 39,966 | | | | 33,445 | |
| Other real estate assets | | | 5,331 | | | | 4,034 | |
| Total property revenues | | $ | 227,866 | | | $ | 198,436 | |
| | | | | | | | | |
| Net operating income: | | | | | | | | |
| Southern California | | $ | 72,425 | | | $ | 67,449 | |
| Northern California | | | 47,436 | | | | 39,043 | |
| Seattle Metro | | | 25,331 | | | | 20,698 | |
| Other real estate assets | | | 3,510 | | | | 2,412 | |
| Total net operating income | | | 148,702 | | | | 129,602 | |
| | | | | | | | | |
| Depreciation | | | (74,426 | ) | | | (61,539 | ) |
| Interest expense before amortization | | | (44,518 | ) | | | (39,758 | ) |
| Amortization expense | | | (5,590 | ) | | | (2,083 | ) |
| General and administrative | | | (12,486 | ) | | | (11,837 | ) |
| Management and other fees from affiliates | | | 2,645 | | | | 2,500 | |
| Loss on early retirement of debt | | | (253 | ) | | | (10 | ) |
| Interest and other income | | | 9,616 | | | | 14,941 | |
| Equity (loss) from co-investments | | | (647 | ) | | | (401 | ) |
| Income before discontinued operations | | $ | 23,043 | | | $ | 31,415 | |
Total assets for each of the reportable operating segments are summarized as follows as of JuneSeptember 30, 2011 and December 31, 2010:
| | | June 30,2011 | | | December 31,2010 | |
| Assets: | | | | | | |
| Southern California | | $ | 1,445,006 | | | $ | 1,428,264 | |
| Northern California | | | 1,140,907 | | | | 1,119,555 | |
| Seattle Metro | | | 552,372 | | | | 560,463 | |
| Other real estate assets | | | 98,873 | | | | 80,726 | |
| Net reportable operating segments - real estate assets | | | 3,237,158 | | | | 3,189,008 | |
| Real estate under development | | | 191,620 | | | | 217,531 | |
| Cash and cash equivalents | | | 32,847 | | | | 35,694 | |
| Marketable securities | | | 75,673 | | | | 92,310 | |
| Co-investments | | | 197,364 | | | | 107,840 | |
| Notes and other receivables | | | 49,956 | | | | 49,444 | |
| Other non-segment assets | | | 41,237 | | | | 41,060 | |
| Total assets | | $ | 3,825,855 | | | $ | 3,732,887 | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| Assets: | | | | | | |
| Southern California | | $ | 1,482,611 | | | $ | 1,428,264 | |
| Northern California | | | 1,137,647 | | | | 1,119,555 | |
| Seattle Metro | | | 566,506 | | | | 560,463 | |
| Other real estate assets | | | 97,809 | | | | 80,726 | |
| Net reportable operating segments - real estate assets | | | 3,284,573 | | | | 3,189,008 | |
| Real estate under development | | | 145,226 | | | | 217,531 | |
| Cash and cash equivalents | | | 33,017 | | | | 35,694 | |
| Marketable securities | | | 75,624 | | | | 92,310 | |
| Co-investments | | | 275,410 | | | | 107,840 | |
| Notes and other receivables | | | 51,599 | | | | 49,444 | |
| Other non-segment assets | | | 39,716 | | | | 41,060 | |
| Total assets | | $ | 3,905,165 | | | $ | 3,732,887 | |
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
JuneSeptember 30, 2011 and 2010
(Unaudited)
(7) Net Income Per Common Share
| | (Amounts in thousands, except per share and unit data) |
| | | Three Months Ended June 30, 2011 | | | Three Months Ended June 30, 2010 | |
| | | Income | | | Weighted- average Common Shares | | | Per Common Share Amount | | | Income | | | Weighted -average Common Shares | | | Per Common Share Amount | |
| Basic: | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Income from operations available to common stockholders | | $ | 5,337 | | | | 32,041 | | | $ | 0.17 | | | $ | 9,329 | | | | 29,329 | | | $ | 0.32 | |
| Income from discontinued operations available to common stockholders | | | 4,988 | | | | 32,041 | | | | 0.15 | | | | 153 | | | | 29,329 | | | | - | |
| | | | 10,325 | | | | | | | $ | 0.32 | | | | 9,482 | | | | | | | $ | 0.32 | |
| Effect of Dilutive Securities (1)(2) | | | - | | | | 94 | | | | | | | | - | | | | 73 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Diluted: | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations available to common stockholders | | | 5,337 | | | | 32,135 | | | $ | 0.17 | | | | 9,329 | | | | 29,402 | | | $ | 0.32 | |
| Income from discontinued operations available to common stockholders | | | 4,988 | | | | 32,135 | | | | 0.15 | | | | 153 | | | | 29,402 | | | | - | |
| | | $ | 10,325 | | | | | | | $ | 0.32 | | | $ | 9,482 | | | | | | | $ | 0.32 | |
| | | | | | | |
| | | Six Months Ended June 30, 2011 | | | Six Months Ended June 30, 2010 | |
| | | Income | | | Weighted- average Common Shares | | | Per Common Share Amount | | | Income | | Weighted -average Common Shares | | | Per Common Share Amount | |
| Basic: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Income before discontinued operations available to common stockholders | | $ | 13,589 | | | | 31,755 | | | $ | 0.43 | | | $ | 22,320 | | | | 29,150 | | | $ | 0.77 | |
| Income from discontinued operations available to common stockholders | | | 5,154 | | | | 31,755 | | | | 0.16 | | | | 289 | | | | 29,150 | | | | 0.01 | |
| | | | 18,743 | | | | | | | $ | 0.59 | | | | 22,609 | | | | | | | $ | 0.78 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Effect of Dilutive Securities (1)(2) | | | - | | | | 89 | | | | | | | | - | | | | 64 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Diluted: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations available to common stockholders (1) | | | 13,589 | | | | 31,844 | | | | 0.43 | | | $ | 22,320 | | | | 29,214 | | | | 0.76 | |
| Income from discontinued operations available to common stockholders | | | 5,154 | | | | 31,844 | | | | 0.16 | | | | 289 | | | | 29,214 | | | | 0.01 | |
| | | $ | 18,743 | | | | | | | $ | 0.59 | | | $ | 22,609 | | | | | | | $ | 0.77 | |
| | | Three Months Ended | | | Three Months Ended | |
| | | September 30, 2011 | | | September 30, 2010 | |
| | | | | | Weighted- | | | Per | | | | | | Weighted- | | | Per | |
| | | | | | average | | | Common | | | | | | average | | | Common | |
| | | | | | Common | | | Share | | | | | | Common | | | Share | |
| | | Income | | | Shares | | | Amount | | | Income | | | Shares | | | Amount | |
| Basic: | | | | | | | | | | | | | | | | | | |
| Income from operations available to common stockholders | | $ | 8,505 | | | | 33,122 | | | $ | 0.26 | | | $ | 6,224 | | | | 29,691 | | | $ | 0.21 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from discontinued operations available to common stockholders | | | (818 | ) | | | 33,122 | | | | (0.03 | ) | | | 153 | | | | 29,691 | | | | - | |
| | | | 7,687 | | | | | | | $ | 0.23 | | | | 6,377 | | | | | | | $ | 0.21 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Effect of Dilutive Securities (1)(2) | | | - | | | | 87 | | | | | | | | - | | | | 71 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Diluted: | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations available to common stockholders | | | 8,505 | | | | 33,209 | | | $ | 0.26 | | | | 6,224 | | | | 29,762 | | | $ | 0.21 | |
| Income from discontinued operations available to common stockholders | | | (818 | ) | | | 33,209 | | | | (0.03 | ) | | | 153 | | | | 29,762 | | | | - | |
| | | $ | 7,687 | | | | | | | $ | 0.23 | | | $ | 6,377 | | | | | | | $ | 0.21 | |
| | | Nine Months Ended | | | Nine Months Ended | |
| | | September 30, 2011 | | | September 30, 2010 | |
| | | | | | Weighted | | | Per | | | | | | Weighted | | | Per | |
| | | | | | Average | | | Common | | | | | | Average | | | Common | |
| | | | | | Common | | | Share | | | | | | Common | | | Share | |
| | | Income | | | Shares | | | Amount | | | Income | | | Shares | | | Amount | |
| | | | | | | | | | | | | | | | | | | |
| Basic: | | | | | | | | | | | | | | | | | | |
| Income before discontinued operations available to common stockholders | | $ | 22,096 | | | | 32,216 | | | $ | 0.69 | | | $ | 28,555 | | | | 29,334 | | | $ | 0.97 | |
| Income from discontinued operations available to common stockholders | | | 4,336 | | | | 32,216 | | | | 0.13 | | | | 431 | | | | 29,334 | | | | 0.02 | |
| | | | 26,432 | | | | | | | $ | 0.82 | | | | 28,986 | | | | | | | $ | 0.99 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Effect of Dilutive Securities (1)(2) | | | - | | | | 89 | | | | | | | | - | | | | 65 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Diluted: | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations available to common stockholders (1) | | | 22,096 | | | | 32,305 | | | | 0.69 | | | $ | 28,555 | | | | 29,399 | | | | 0.97 | |
| Income from discontinued operations available to common stockholders | | | 4,336 | | | | 32,305 | | | | 0.13 | | | | 431 | | | | 29,399 | | | | 0.02 | |
| | | $ | 26,432 | | | | | | | $ | 0.82 | | | $ | 28,986 | | | | | | | $ | 0.99 | |
| | (1) | Weighted average convertible limited partnership units of 2,230,3542,228,404 and 2,235,468,2,233,088, which includes vested Series Z incentive units, for the three and sixnine months ended JuneSeptember 30, 2011, respectively, and weighted average convertible limited partnership units of 2,357,3212,200,907 and 2,388,4062,325,220 which includes vested Series Z incentive units, for the three and sixnine months ended JuneSeptember 30, 2010, respectively, were not included in the determination of diluted EPS because they were anti-dilutive. The Company has the ability to redeem DownREIT limited partnership units for cash and does not consider them to be potentially dilutive securities. |
Stock options of 29,50022,000 and 131,664116,747 for the three months ended JuneSeptember 30, 2011 and 2010, respectively, and 41,25029,500 and 147,690133,432 for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively, were not included in the diluted earnings per share calculation because the exercise priceprices of the options were greater than the average market price of the common shares for the three and six months ended and, therefore, were anti-dilutive.
All shares of cumulative convertible preferred stock Series G have been excluded from diluted earnings per share for the three and sixnine months ended JuneSeptember 30, 2011 and 2010, as the effect was anti-dilutive.
| | (2) | Net income allocated to convertible limited partnership units, which includes vested Series Z units, aggregating $1.0$0.6 million and $0.8$0.5 million for the three months ended JuneSeptember 30, 2011 and 2010 respectively, and $1.6$2.2 million and $1.9$2.4 million for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively, have been excluded from income available to common stock holders for the calculation of net income per common share since these units are excluded from the diluted weighted average common shares for the period as the effect was anti-dilutive. |
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
JuneSeptember 30, 2011 and 2010
(Unaudited)
(8) Derivative Instruments and Hedging Activities
Currently, the Company uses interest rate cap contracts to manage certain interest rate risks and previously the Company also used forward starting swaps to manage interest rate risks. As of JuneSeptember 30, 2011, there are no outstanding forward starting interest rate swaps. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.
During July 2010, the Company entered into a swap transaction (the “swap”) with respect to $38.0 million of multifamily revenue refunding bonds for the 101 San Fernando apartment community (the “Bonds”) with Citibank, N.A. (“Citibank”). This swap is not designated as a hedge; accordingly the change in fair value of the swap is recorded as a gain or loss in the Company’s consolidated statement of operations. Under the terms of the Swap, the Company pays a variable amount equal to the SIFMA Index plus a fixed spread on a notional amount that starts at $35.2 million and over the three-year term of the swap increases ratably to $38.0 million. In return, Citibank pays an amount equal to the coupon on the Bonds multiplied by the outstanding par value of the bonds, $38.0 million. The Swap has a termination date of July 12, 2013 and may be terminated by the Company at anytime commencing after July 2012 and by Citibank if certain events occur. Upon termination of the swap, whether early or on the stated termination date, a payment based on the change in value of the Bonds will occur. Should the Bonds decline in value from the $35.2 million estimated value of the Bonds at the inception of the swap, the Company will be obligated to make a payment equal to 100% of the price depreciation. Should the Bonds increase in value, Citibank will be obligated to make a payment equal to approximately 85% of the price appreciation. As of JuneSeptember 30, 2011, the fair value of the swap was a liability of approximately $1.6 million.
As of JuneSeptember 30, 2011 the Company had twelve interest rate cap contracts totaling a notional amount of $191.9 million that qualify for hedge accounting as they effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying variable interest rate for the Company’s $213.0$202.9 million of tax exempt variable rate debt. The aggregate carrying value of the interest rate cap contracts was an asset of $0.1 million. During the first quarter of 2011, the Company settled its remaining $20.0 million of forward starting swaps for a $2.3 million payment to the counterparty. The amortization of the forward starting swap settlement amounts along with the changes in the fair valuesvalue of the cash flow hedgesinterest rate cap contracts are reflected in other comprehensive (loss) income in the Company’s condensed consolidated financial statements. The overall fair value of the Company’s derivatives changed by $4.1$4.0 million during the sixnine months ended JuneSeptember 30, 2011 to a net liability of $1.5$1.6 million as of JuneSeptember 30, 2011.
(9) Discontinued Operations
In the normal course of business, the Company will receive offers for sale of its communities, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. The Company classifies real estate as "held for sale" when the sale is considered to be probable.
The Company sold Woodlawn Colonial, a 159-unit159 unit community located in Chula Vista, California for $16.0 million for a gain of $5.3$4.4 million net of internal disposition costs.costs and California state taxes of $0.9 million. The property was purchased in 2002 as part of the John M. Sachs, Inc. merger.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
JuneSeptember 30, 2011 and 2010
(Unaudited)
The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Company owned such assets, as described above (dollars in thousands).
| | | Three Months Ended June 30, | | | | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | |
| Rental revenues | | $ | 134 | | | $ | 450 | | | $ | 595 | | | $ | 884 | |
| Property operating expenses | | | (48 | ) | | | (180 | ) | | | (228 | ) | | | (362 | ) |
| Depreciation and amortization | | | - | | | | (105 | ) | | | (115 | ) | | | (209 | ) |
| Income from real estate sold | | | 86 | | | | 165 | | | | 252 | | | | 313 | |
| Gain on sale | | | 5,854 | | | | - | | | | 5,854 | | | | - | |
| Internal disposition costs | | | (589 | ) | | | - | | | | (589 | ) | | | - | |
| Income from discontinued operations | | $ | 5,351 | | | $ | 165 | | | $ | 5,517 | | | $ | 313 | |
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | |
| Rental revenues | | $ | - | | | $ | 453 | | | $ | 595 | | | $ | 1,337 | |
| Property operating expenses | | | - | | | | (180 | ) | | | (228 | ) | | | (542 | ) |
| Depreciation and amortization | | | - | | | | (107 | ) | | | (115 | ) | | | (317 | ) |
| Income from real estate sold | | | - | | | | 166 | | | | 252 | | | | 478 | |
| Gain on sale | | | - | | | | - | | | | 5,854 | | | | - | |
| Internal disposition costs and taxes | | | (880 | ) | | | - | | | | (1,469 | ) | | | - | |
| Income (loss) from discontinued operations | | $ | (880 | ) | | $ | 166 | | | $ | 4,637 | | | $ | 478 | |
(10) Commitments and Contingencies
The Company is subject to various lawsuits in the normal course of its business operations. Such lawsuits could, but are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
The Company provided a loan and construction completion guarantee to the lender in order to fulfill the lender’s standard financing requirements related to the construction of the Queen Anne community. The outstanding balance for the construction loan is included in the debt line item in the balance sheet of the co-investments included in Note 3. The construction completion guarantee is for the life of the loan, which is scheduled to mature on July 1, 2014, with two, one-year extension options at the Queen Anne joint venture’s option. As of September 30, 2011, the Company was in compliance with all terms of the construction loan and the construction of the community is expected to be completed on time and within budget. The maximum exposure of the guarantee as of September 30, 2011 was $79.1 million based on the construction costs that were budgeted to be incurred to complete the construction.
The Company provided a payment guarantee to the counterparty in relation to the total return swap entered into by the joint venture responsible for the development of the Fountain at La Brea community. Further the Company has guaranteed completion of development and debt service for Fountain at La Brea. The outstanding balance for the loan is included in the debt line item in the balance sheet of the co-investments included in Note 3. The payment guarantee is for the payment of the amounts due to the counterparty related total return swap which is scheduled to mature on September 27, 2016. The maximum exposure of the guarantee as of September 30, 2011 was $13.5 million based on the current outstanding debt amount.
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein and with the Company’s 2010 Annual Report on Form 10-K for the year ended December 31, 2010.
The Company is a fully integrated Real Estate Investment Trust (“REIT”), and its property revenues are generated primarily from apartment community operations. The Company’s investment strategy has two components: constant monitoring of existing markets, and evaluation of new markets in the Company’s current three geographical regions to identify areas with the characteristics that underlie rental growth. The Company’s strong financial condition supports its investment strategy by enhancing its ability to quickly shift the Company’s acquisition, development, and disposition activities to markets that will optimize the performance of the portfolio.
As of JuneSeptember 30, 2011, the Company had ownership interests in 149155 apartment communities, comprising 30,55732,076 apartment units, excluding the Company’s ownership in preferred interest co-investments. The Company’s apartment communities are located in the following major West Coast regions:
Southern California (Los Angeles, Orange, Riverside, Santa Barbara, San Diego and Ventura counties)
Northern California (the San Francisco Bay Area)
Seattle Metro (Seattle metropolitan area)
As of JuneSeptember 30, 2011, the Company also had ownership interests in six commercial buildings with approximately 354,800 square feet.
As of JuneSeptember 30, 2011, the Company's consolidated development pipeline was comprised of fourone consolidated development projectsproject and fourthree land parcels held for future development or sale aggregating 1,051582 units, with total incurred costs of $191.6$145.2 million. The estimated remaining project costs are $110.6$10.8 million and the total active development project costs are $302.2$156.0 million.
The Company has twofour unconsolidated joint venture development projects, Queen Anne, a 275-unit275 unit condominium project, West Dublin, a 309 unit project, Fountain at La Brea, a 187 unit project and Cadence.Cadence a three-phase project with 280 units in phase 1. Development is underway for the first of three phases for Cadence. Phase oneCadence which is a 280-unit project.comprised of 280 units. As of JuneSeptember 30, 2011, total costs incurred are $76.2$132.6 million, with estimated remaining project costs of $138.4$251.8 million for total estimated costs of $177.7$346.9 million.
The Company’s consolidated apartment communities are as follows:
| | | As of June 30, 2011 | | | As of June 30, 2010 | |
| | | Apartment Units | | | % | | | Apartment Units | | | % | |
| Southern California | | | 13,068 | | | | 49 | % | | | 12,334 | | | | 51 | % |
| Northern California | | | 7,817 | | | | 29 | % | | | 6,695 | | | | 28 | % |
| Seattle Metro | | | 5,979 | | | | 22 | % | | | 5,249 | | | | 21 | % |
| Total | | | 26,864 | | | | 100 | % | | | 24,278 | | | | 100 | % |
| | | As of September 30, 2011 | | | As of September 30, 2010 | |
| | | Apartment Units | | | % | | | Apartment Units | | | % | |
| Southern California | | | 13,204 | | | | 49 | % | | | 12,334 | | | | 48 | % |
| Northern California | | | 7,817 | | | | 29 | % | | | 7,696 | | | | 30 | % |
| Seattle Metro | | | 6,042 | | | | 22 | % | | | 5,701 | | | | 22 | % |
| Total | | | 27,063 | | | | 100 | % | | | 25,731 | | | | 100 | % |
Co-investments accounted for using the equity method including Fund II, Wesco communities, Essex Skyline at MacArthur Place, and preferred equity co-investments communities, totaling 7,915 units, are not included in the table above for both years presented above.
Comparison of the Three Months Ended JuneSeptember 30, 2011 to the Three Months Ended JuneSeptember 30, 2010
The average financial occupancies for the Company’s stabilized apartment communities or “Quarterly Same-Property” (stabilized properties consolidated by the Company for the quarters ended JuneSeptember 30, 2011 and 2010) decreased 30130 basis points to 96.9%95.4% as of JuneSeptember 30, 2011 from 97.2%96.7% as of JuneSeptember 30, 2010. Financial occupancy is defined as the percentage resulting from dividing actual rental revenue by total possible rental revenue. Actual rental revenue represents contractual rental revenue pursuant to leases without considering delinquency and concessions. Total possible rental revenue represents the value of all apartment units, with occupied units valued at contractual rental rates pursuant to leases and vacant units valued at estimated market rents. We believe that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate.
Market rates are determined using a variety of factors such as effective rental rates at the property based on recently signed leases and asking rates for comparable properties in the market. The recently signed effective rates at the property are used as the starting point in the determination of the market rates of vacant units. The Company then increases or decreases these rates based on the supply and demand in the apartment community’s market. The Company will check the reasonableness of these rents based on its position within the market and compare the rents against the asking rents by comparable properties in the market. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates as disclosed by other REITs may not be comparable to the Company’s calculation of financial occupancy.
The Company does not take into account delinquency and concessions to calculate actual rent for occupied units and market rents for vacant units. The calculation of financial occupancy compares contractual rates for occupied units to estimated market rents for unoccupied units, thus the calculation compares the gross value of all apartment units excluding delinquency and concessions. For apartment communities that are development properties in lease-up without stabilized occupancy figures, the Company believes the physical occupancy rate is the appropriate performance metric. While an apartment community is in the lease-up phase, the Company’s primary motivation is to stabilize the property which may entail the use of rent concessions and other incentives, and thus financial occupancy which is based on contractual revenue is not considered the best metric to quantify occupancy.
The regional breakdown of the Company’s Quarterly Same-Property portfolio for financial occupancy for the quarter ended JuneSeptember 30, 2011 and 2010 is as follows:
| | | Three months ended June 30, | |
| | | 2011 | | | 2010 | |
| Southern California | | | 96.8 | % | | | 97.0 | % |
| Northern California | | | 97.2 | % | | | 97.5 | % |
| Seattle Metro | | | 96.9 | % | | | 97.3 | % |
| | | Three months ended | |
| | | September 30, | |
| | | 2011 | | | 2010 | |
| Southern California | | | 95.4 | % | | | 96.5 | % |
| Northern California | | | 95.6 | % | | | 97.1 | % |
| Seattle Metro | | | 95.1 | % | | | 96.7 | % |
The following table provides a breakdown of revenue amounts, including revenues attributable to the Quarterly Same-Property portfolio:
| | | | | | | Three Months Ended | | | | | | | |
| | | Number of | | | Three Months Ended June 30, | | | Dollar | | | Percentage | | | Number of | | | September 30, | | | Dollar | | | Percentage | |
| | | Properties | | | 2011 | | | 2010 | | | Change | | | Change | | | Properties | | | 2011 | | | 2010 | | | Change | | | Change | |
Property Revenues (dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarterly Same-Property: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Southern California | | | 58 | | | $ | 51,780 | | | $ | 50,503 | | | $ | 1,277 | | | | 2.5 | % | | | 58 | | | $ | 51,955 | | | $ | 50,619 | | | $ | 1,336 | | | | 2.6 | % |
| Northern California | | | 28 | | | | 31,254 | | | | 29,898 | | | | 1,356 | | | | 4.5 | | | | 27 | | | | 31,026 | | | | 29,209 | | | | 1,817 | | | | 6.2 | |
| Seattle Metro | | | 23 | | | | 15,314 | | | | 14,723 | | | | 591 | | | | 4.0 | | | | 23 | | | | 15,507 | | | | 14,757 | | | | 750 | | | | 5.1 | |
| Total Quarterly Same-Property revenues | | | 109 | | | | 98,348 | | | | 95,124 | | | | 3,224 | | | | 3.4 | | |
| Total Quarterly Same-Property revenues. | | | | 108 | | | | 98,488 | | | | 94,585 | | | | 3,903 | | | | 4.1 | |
| Quarterly Non-Same Property Revenues (1) | | | | | | | 17,430 | | | | 4,039 | | | | 13,391 | | | | 331.5 | | | | | | | | 19,630 | | | | 8,783 | | | | 10,847 | | | | 123.5 | |
| Total property revenues | | | | | | $ | 115,778 | | | $ | 99,163 | | | $ | 16,615 | | | | 16.8 | % | | | | | | $ | 118,118 | | | $ | 103,368 | | | $ | 14,750 | | | | 14.3 | % |
| | (1) | Includes ten communities acquired after AprilJuly 1, 2010, twothree redevelopment communities, fiveeight development communities, and four commercial buildings. |
Quarterly Same-Property Revenues increased by $3.2$3.9 million or 3.4%4.1% to $98.3$98.5 million in the secondthird quarter of 2011 from $95.1$94.6 million in the secondthird quarter of 2010. The increase was primarily attributable to an increase in scheduled rents of $3.2$4.9 million as reflected in an increase of 3.4%5.3% in average rental rates from $1,307$1,321 per unit in the secondthird quarter of 2010 to $1,352$1,391 per unit in the secondthird quarter of 2011. Scheduled rents increased in all regions by 2.5%3.4%, 4.9%7.8%, and 3.7%6.9% in Southern California, Northern California, and Seattle Metro, respectively. Also, utility billings income increased $0.3 million and other income increased $0.2 million compared to the second quarter of 2010. The increases related to gross income were partially offset by a decrease in Quarterly Same-Property financial occupancy of 30 basis points or $0.4 million, from 97.2%96.7% for the secondthird quarter of 2010 to 96.9%95.4% for the secondthird quarter of 2011. On a sequential basis the Company experienced quarterly same-property revenue growth from the firstsecond quarter of 2011 to the secondthird quarter of 2011 of 1.5%1.0%, and the Company experiencedresulting from sequential revenue growth in all three regions.
Quarterly Non-Same Property Revenues increased by $13.4$10.8 million or 332%124% to $17.4$19.6 million in the secondthird quarter of 2011 from $4.0$8.8 million in the secondthird quarter of 2010. The increase was primarily due to revenue generated from fiveeight development communities consisting of Joule,(Joule, Fourth & U, Via, Axis 2300, Allegro, Bellerive, Muse, and Muse,Santee Village), ten communities acquired since AprilJuly 1, 2010 consisting of Elevation, 101(101 San Fernando, The Commons, Bella Villagio, Family Tree, 416 on Broadway, Anavia, Santee Court, Corbella at Juanita Bay, and Courtyard off Main, and Bernard) and the acquisition of the Santa Clara retail center.
Management and Other Fees From Affiliates increased by $1.0 million compared to the third quarter of 2010 due to the development, asset, and property management fees earned from the Wesco, CPPIB, and Queen Anne joint ventures.
Property operating expenses, excluding real estate taxes increased $4.3$2.4 million or 16.9%8.9% to $29.4$30.0 million in the secondthird quarter of 2011 from $25.1$27.6 million in the secondthird quarter of 2010, primarily due to the acquisition of ten communities and one retail center, and the completionlease-up of fiveeight development properties. Same-Property operating expenses excluding real estate taxes increased by $1.3$0.5 million or 5.5%1.5% for the secondthird quarter of 2011 compared to the secondthird quarter of 2010, due primarily to an increase of $0.7$0.6 million in the timing of maintenance, repair and repair costs and an increase of $0.4 million in administrative costs due mainly to an increase in payrollturnover costs.
Real Estate taxes expenseincreased by $1.2 million or 12.4%11.8% for the secondthird quarter of 2011 compared to the secondthird quarter of 2010 due primarily to the acquisition of ten communities and one retail center, and the completionlease-up of development communities which resulted in an increase in property taxes of $1.5$1.4 million. Same-Property real estate taxes decreased by $0.3$0.1 million for the secondthird quarter of 2011 compared to the secondthird quarter of 2010 due to a reduction in assessed property valuations for select communities located in California, and a decrease in assessed valuations for select properties in the Seattle Metro.
Depreciation expense increased by $6.4$6.6 million or 20.4%21.0% for the secondthird quarter of 2011 compared to the secondthird quarter of 2010, due to the acquisition of ten communities and one retail center, the completionlease-up of fiveeight development properties, and the capitalization of approximately $31.0$60.4 million in additions to rental properties for the sixnine months ended JuneSeptember 30, 2011 and the capitalization of approximately $52.0 million in additions to rental properties during 2010, including $16.3 million spent on redevelopment and revenue generating capital expenditures.
General and administrative expense increased by $.2 million or 2.4% for the second quarter of 2011 compared to the second quarter of 2010, due primarily to the $0.3 million incurred for organizational costs related to the creation of the Wesco and Cadence joint ventures.
Impairment and other charges decreased $1.6 million for the third quarter of 2011 compared to the third quarter 2010 due to $1.6 million in expense recorded by the Company due to the ineffectiveness of certain forward-starting swaps during the third quarter of 2010.
Interest expense before amortization increased by $2.5$1.1 million or 12.6%5.1% for the secondthird quarter of 2011 compared to the secondthird quarter of 2010, primarily due to the increase in average outstanding debt partially offset by a decrease$0.8 million of higher capitalized interest in the Company’s weighted average interest rate. The Company’s weighted average interest rate was 4.2% as of June 30,third quarter 2011 compared to 4.6% as of June 30,the third quarter 2010.
Amortization expense increased by $1.9$1.8 million for the secondthird quarter of 2011 compared to the secondthird quarter of 2010, primarily due to the amortization of settlement of forward swaps that were settled during primarily during the third and fourth quarter of 2010 that were applied to new 10-year secured mortgage loans.
Interest and other income decreased by $4.5$3.0 million for the secondthird quarter of 2011 primarily due to $3.4 million of interest income earned during the 2010 period on the Santee Court note receivable that was purchased at a 20% discount to the outstanding principal on this loan during the second quarter of 2010. No interest on this note was earned during the 2011 period since the note was settled in connection with the Company’s acquisition of the Santee Court community during the fourth quarter of 2010. There was also a decrease of $1.1 million of interest income earned on the marketable securities composed of investment grade unsecured bonds due to the sales of these investments during 2010, and duringoffset by $0.6 million increase in income from mortgage backed securities that were purchased in the secondfourth quarter of 2010 and a $0.2 million gain on the Company sold marketable securities for a gainsale of $4.0 million compared to no sales of securities in the second quarter of 2011.View Pointe land parcel.
Equity income (loss) in co-investments increased by $1.1$0.9 million for the secondthird quarter of 2011 compared to the secondthird quarter of 2010, due primarily to the Company’s investmentgain on the sale of $34.7 million in preferred equity investments in communities located in Southern California that yield between 9% to 13%.co-investment of $0.9 million.
Discontinued operations increaseddecreased by $5.2$1.0 million for the secondthird quarter of 2011 compared to the third quarter of 2010, primarily due to state taxes recorded in the third quarter of 2011 related to the gain from the sale of Woodlawn Colonial for $16 million at a gainin the second quarter of $5.3 million, net of internal disposition costs.2011.
Comparison of the SixNine Months Ended JuneSeptember 30, 2011 to the SixNine Months Ended JuneSeptember 30, 2010
Our average financial occupancies for the Company’s stabilized apartment communities or “2011/2010 Same-Properties” (stabilized properties consolidated by the Company for the sixnine months ended JuneSeptember 30, 2011 and 2010) increased 50decreased 70 basis points to 96.9%96.4% for the sixnine months ended JuneSeptember 30, 2011 from 97.4%97.1% for the sixnine months ended JuneSeptember 30, 2010. The regional breakdown of the Company’s 2011/2010 Same-Property portfolio for financial occupancy for the sixnine months ended JuneSeptember 30, 2011 and 2010 is as follows:
| | | | |
| | | | 2011 | | 2010 |
| Southern California | | | 96.7% | | 97.1% |
| Northern California | | | 97.1% | | 97.8% |
| Seattle Metro | | | 97.0% | | 97.6% |
| | | | Nine Months Ended |
| | | | September 30, |
| | | | 2011 | | 2010 |
| Southern California | | | 96.2% | | 96.9% |
| Northern California | | | 96.6% | | 97.5% |
| Seattle Metro | | | 96.3% | | 97.3% |
The following table illustrates a breakdown of revenue amounts, including revenues attributable to 2011/2010 Same-Properties.
| | | | | | | Nine Months Ended | | | | | | | |
| | | Number of | | | | | | Dollar | | | Percentage | | | Number of | | | September 30, | | | Dollar | | | Percentage | |
| | | Properties | | | 2011 | | | 2010 | | | Change | | | Change | | | Properties | | | 2011 | | | 2010 | | | Change | | | Change | |
Property Revenues (dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | | | |
| 2011/2010 Same-Properties: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Southern California | | | 58 | | | $ | 103,028 | | | $ | 100,996 | | | $ | 2,032 | | | | 2.0 | % | | | 58 | | | $ | 154,982 | | | $ | 151,615 | | | $ | 3,367 | | | | 2.2 | % |
| Northern California | | | 28 | | | | 61,948 | | | | 59,884 | | | | 2,064 | | | | 3.4 | | | | 27 | | | | 91,298 | | | | 87,456 | | | | 3,842 | | | | 4.4 | |
| Seattle Metro | | | 23 | | | | 30,310 | | | | 29,635 | | | | 675 | | | | 2.3 | | | | 23 | | | | 45,817 | | | | 44,393 | | | | 1,424 | | | | 3.2 | |
| Total 2011/2010 Same-Property revenues | | | 109 | | | | 195,286 | | | | 190,515 | | | | 4,771 | | | | 2.5 | | | | 108 | | | | 292,097 | | | | 283,464 | | | | 8,633 | | | | 3.0 | |
| 2011/2010 Non-Same Property Revenues (1) | | | | | | | 32,580 | | | | 7,921 | | | | 24,659 | | | | 311.3 | | | | | | | | 53,887 | | | | 18,340 | | | | 35,547 | | | | 193.8 | |
| Total property revenues | | | | | | $ | 227,866 | | | $ | 198,436 | | | $ | 29,430 | | | | 14.8 | % | | | | | | $ | 345,984 | | | $ | 301,804 | | | $ | 44,180 | | | | 14.6 | % |
(1) Includes teneleven communities acquired after January 1, 2009, two2010, three redevelopment communities, fiveeight development communities, and four commercial buildings.
2011/2010 Same-Property Revenues increased by $4.8$8.6 million or 2.5%3.0% to $195.3$292.1 million for the sixnine months ended JuneSeptember 30, 2011 from $190.5$283.5 million for the sixnine months ended JuneSeptember 30, 2010. The increase was primarily attributable to an increase in scheduled rents of $4.8$9.7 million as reflected in an increase of 2.6%3.5% in average rental rates from $1,308$1,310 per unit for the sixnine months ended JuneSeptember 30, 2010 to $1,342$1,356 per unit for the sixnine months ended JuneSeptember 30, 2011. Scheduled rents increased in all regions by 1.9%2.4%, 3.9%5.2%, and 2.3%3.9% in Southern California, Northern California, and Seattle Metro, respectively. Also, utility billings income increased $0.6$0.8 million and other income increased $0.3$0.4 million compared to the sixnine months ended JuneSeptember 30, 2010. The increases related to gross income were partially offset by a decrease in 2011/2010 Same-Property financial occupancy of 5070 basis points or $1.1$2.5 million, from 97.4%97.1% for the sixnine months ended JuneSeptember 30, 2010 to 96.9%96.4% for the sixnine months ended JuneSeptember 30, 2011.
2011/2010 Non-Same Property Revenues increased by $24.7$35.5 million or 311%194% to $32.6$53.9 million for the sixnine months ended JuneSeptember 30, 2011 from $7.9$18.3 million for the sixnine months ended JuneSeptember 30, 2010. The increase was primarily due to revenue generated from fiveeight development communities ten(Joule, Fourth & U, Via, Axis 2300, Allegro, Bellerive, Muse, and Santee Village), eleven communities acquired since January 1, 2010 consisting of Elevation,(Elevation, 101 San Fernando, The Commons, Bella Villagio, Family Tree, 416 on Broadway, Anavia, Santee Court, Corbella at Juanita Bay, and Courtyard off Main, and Bernard) and the acquisition of the Santa Clara retail center.
Management and Other Fees From Affiliates increased by $1.1 million compared to the nine months of 2010 primarily due to the development, asset, and property management fees earned from the Wesco, CPP, and Queen Anne joint ventures.
Property operating expenses, excluding real estate taxes increased $7.9$10.4 million or 16.0%13.4% to $57.6$87.6 million for the sixnine months ended JuneSeptember 30, 2011 from $49.6$77.3 million for the sixnine months ended JuneSeptember 30, 2010, primarily due to the acquisition of teneleven communities and one retail center, and the completionlease-up of fiveeight development properties. 2010/2011 Same-Property operating expenses, excluding real estate taxes increased by $1.8$2.5 million or 3.9%3.4% for the sixnine months ended JuneSeptember 30, 2011 compared to 2010, , due mainly to andan increase of $1.0$1.8 million in the timing of maintenance, and repair, costs, $0.3 million increase inand turnover costs, and $0.5an increase of $0.6 million or 3.5% increase3.0% in utility costs.
Real Estate taxes expense increased by $2.4$3.6 million or 12.4%12.3% for the sixnine months ended JuneSeptember 30, 2011 compared to the sixnine months ended JuneSeptember 30, 2010 primarily due to the acquisition of teneleven communities and one retail center, and the completionlease up of fiveeight development properties which resulted in an increase in property taxes of $3.0$4.4 million compared to the sixnine months ended JuneSeptember 30, 2010. 2010/2011 Same-property real taxes decreased $0.4$0.6 million due to the reduction in property assessed valuations for select communities located in California, and a decrease in assessed valuations for select properties in the Seattle Metro.
Depreciation expense increased by $12.9$19.5 million or 20.9% for the sixnine months ended JuneSeptember 30, 2011 compared to the sixnine months ended JuneSeptember 30, 2010, due to the acquisition of teneleven communities and one retail center, the completionlease up of fiveeight development properties, and the capitalization of approximately $31.0$60.4 million in additions to rental properties for the sixnine months ended JuneSeptember 30, 2011 and the capitalization of approximately $52.0 million in additions to rental properties during 2010, including $16.3 million spent on redevelopment and revenue generating capital expenditures.
Impairment and other charges decreased $1.6 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 due to $1.6 million in expense recorded by the Company due to the ineffectiveness of certain forward-starting swaps during the third quarter of 2010.
Interest expense before amortization increased by $4.8$5.5 million or 12.0%9.0% for the sixnine months ended JuneSeptember 30, 2011 compared to the sixnine months ended JuneSeptember 30, 2010, primarily due to the increase in average outstanding debt partially offset by a decrease in$0.4 million higher capitalized interest for the Company’s weighted average interest rate. The Company’s weighted average interest rate was 4.3% as of Junenine months ended September 30, 2011 compared to 4.6% as of Junethe nine months ended September 30, 2010.
Amortization expense increased by $3.5$5.6 million for the sixnine months ended JuneSeptember 30, 2011 compared to the sixnine months ended JuneSeptember 30, 2010, primarily due to the amortization of settlementssettlement of forward swaps settledprimarily during primarily the third and fourth quarter of 2010, which were applied to new 10-year secured mortgage loans.
Interest and other income decreased by $5.3$8.4 million for the sixnine months ended JuneSeptember 30, 2011 primarily due to a decrease of $4.5 million in gain on sale of marketable securities and a $4.0 million decrease in interest income on the fact theSantee Court note receivable. The Company sold marketable securities for a gain of $4.5 million during the sixnine months ended JuneSeptember 30, 2011 compared $9.0 million in gains generated from the sale of marketable securities for the sixnine months ended JuneSeptember 30, 2010. As a result of the Company’s acquisition of Santee Court during the fourth quarter of 2010 and settlement of the note receivable in conjunction with the acquisition, there was a decrease of $4.0 million of interest income earned on the Santee Court note.
Discontinued operations increased by $5.2$4.2 million for the second quarter ofnine months ended September 30, 2011 due to the sale of Woodlawn Colonial for $16 million at a gain of $5.3$4.4 million, net of internal disposition costs.costs and taxes.
Liquidity and Capital
JuneAs of September 30, 2011, the Company had $8.8$9.0 million of unrestricted cash and cash equivalents and $75.7$75.6 million in marketable securities, of which $31.4$30.1 million were held available for sale. We believe that cash flows generated by our operations, existing cash, cash equivalents, and marketable securities balances, availability under existing lines of credit, access to capital markets and the ability to generate cash from the disposition of real estate are sufficient to meet all of our reasonably anticipated cash needs during the next twelve months. The timing, source and amounts of cash flows provided by financing activities and used in investing activities are sensitive to changes in interest rates and other fluctuations in the capital markets environment, which can affect our plans for acquisitions, dispositions, development and redevelopment activities.
The Company has three lines of credit aggregating $540.0$690.0 million as of JuneSeptember 30, 2011. The Company had a $275.0$425.0 million unsecured line of credit with an accordion option to $350.0$500.0 million. As of JuneSeptember 30, 2011 there was a $0$59.0 million balance on this unsecured line. The underlying interest rate on the $275.0$425.0 million line is based on a tiered rate structure tied to Fitch and S&P ratings on the credit facility and the rate was LIBOR plus 2.1%1.25%. This facility matures in December 20112014 with two one-year extensions, exercisable by the Company. The Company also has a $250.0 million credit facility from Freddie Mac, which matures in December 2013. This line is secured by eleven apartment communities. As of JuneSeptember 30, 2011, the Company had $210.0$174.0 million outstanding under this line of credit at an average interest rate of 1.1%. The underlying interest rate on this line is between 99 and 150 basis points over the Freddie Mac Reference Rate and the interest rate is subject to change by the lender in November 2011. The Company has elected to terminate the line of credit in the fourth quarter and accordingly accelerated the amortization of the related deferred finance charges totaling $0.3 million for the third and fourth quarters of 2011. During the first quarter, the Company entered into a new working capital unsecured line of credit agreement for $15.0 million. As of JuneSeptember 30, 2011 there was no$11.8 million outstanding balance on this unsecured line. The underlying interest rate on the $15.0 million line is based on a tiered rate structure tied to Fitch and S&P ratings on the credit facility of LIBOR plus 2.1%1.25%. This facility matures in January 2012 with one one-year extension, exercisable by the Company.
The Company’s unsecured bonds and unsecured line of credit agreements contain debt covenants related to limitations on indebtedness and liabilities and maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization. The Company was in compliance with the line of credit covenants as of JuneSeptember 30, 2011.
During the sixnine months ended JuneSeptember 30, 2011, the Company issued $265.0 million of unsecured bonds through private placement offerings, $150.0 million at 4.4% with a maturity date of March 2016, $40.0 million at 4.5% with a maturity date of September 2017, and $75.0 million at 4.92% with a maturity date of December 2019. The proceeds from the bond offerings were used primarily to repay outstanding mortgages, redeem the Series F Preferred Stock, and pay down the Company’s line of credit.
In January 2011, additional banks entered into equity distribution agreements with the Company including Barclays Capital Inc., BMO Capital Markets Corp., Liquidnet, Inc., and Mitsubishi UFJ Securities (USA), Inc. Pursuant to its equity distribution program with Cantor Fitzgerald & Co, KeyBanc Capital Markets, Inc. and the additional banks, the Company issued 1,311,6241,959,411 shares of common stock for $168.6$256.8 million, net of fees and commissions, during the sixnine months ended JuneSeptember 30, 2011. During July 2011, the Company issued 350,112 shares of common stock for $48.3 million, net of fees and commissions and 1,364,564 shares remain unsold pursuant to the current equity distribution agreements. Under this program, the Company may from time to time sell shares of common stock into the existing trading market at current market prices, and the Company anticipates using the net proceeds to pay down debt, acquire apartment communities and fund the development pipeline. As of September 30, 2011 the Company may sell an additional 1,066,889 shares under the current equity distribution program.
During March 2010, the Company filed a new shelf registration statement with the SEC, allowing the Company to sell an undetermined number or amount of certain equity and debt securities as defined in the prospectus.
In April, the Company issued 2,950,000 shares of 7.125% Series H Cumulative Redeemable Preferred Stock (“Series H”) at a price of $25.00 per share for net proceeds of $71.4 million, net of costs and original issuance discounts. The Series H has no maturity date and generally may not be called by the Company before April 13, 2016. Net proceeds from the Series H offering were used to redeem all of the 7.875% Series B Cumulative Redeemable Preferred Units of Essex Portfolio, L.P. (“Series B”) with a liquidation value of $80.0 million, which resulted in excess of cash paid of $1.0 million over the carrying value of Series B due to deferred offering costs and original issuance discounts.
In June, the Company redeemed its 7.8125% Series F Preferred Stock (“Series F”) at liquidation value for $25.0 million which resulted in excess of cash paid of $0.9 million over the carrying value of Series F due to deferred offering costs and original issuance discounts.
As of JuneSeptember 30, 2011, the Company’s mortgage notes payable totaled $1.8 billion which consisted of $1.5 billion in fixed rate debt with interest rates varying from 3.7% to 7.4% and maturity dates ranging from 20112012 to 2021 and $256.8$242.2 million of variable rate debt with a weighted average interest rate of 1.9%1.6% ($213.0202.9 million of the variable debt is tax-exempt variable rate demand notes). The tax-exempt variable rate demand notes have maturity dates ranging from 2025 to 2039, and $191.9 million are subject to interest rate caps.
The Company pays quarterly dividends from cash available for distribution. Until it is distributed, cash available for distribution is invested by the Company primarily in investment grade securities held available for sale or is used by the Company to reduce balances outstanding under its line of credit.
The Company’s current financing activities have been impacted by the instability and tightening in the credit markets which has led to an increase in spreads and pricing of secured and unsecured debt. Our strong balance sheet, the established relationships with our unsecured lines of credit bank group the secured line of credit with Freddie Mac and access to Fannie Mae and Freddie Mac secured debt financing have provided some insulation to us from the turmoil being experienced by many other real estate companies. The Company has benefited from borrowing from Fannie Mae and Freddie Mac, and there are no assurances that these entities will lend to the Company in the future. The Company has experienced more restrictive loan to value and debt service coverage ratio limits and an expansion in credit spreads. Continued turmoil in the capital markets could negatively impact the Company’s ability to make acquisitions, develop communities, obtain new financing, and refinance existing borrowing at attractive rates.
Derivative Activity
Currently, the Company uses interest rate cap contracts to manage certain interest rate risks and previously the Company also used forward starting swaps to manage interest rate risks. As of September 30, 2011, there are no outstanding forward starting interest rate swaps. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each interest rate cap.derivative.
During July 2010, the Company entered into a swap transaction (the “swap”) with respect to $38.0 million of multifamily revenue refunding bonds for the 101 San Fernando apartment community (the “Bonds”) with Citibank, N.A. (“Citibank”). This swap is not designated as a hedge; accordingly the change in fair value of the swap is recorded as a gain or loss in the Company’s consolidated statement of operations. Under the terms of the Swap, the Company pays a variable amount equal to the SIFMA Index plus a fixed spread on a notional amount that starts at $35.2 million and over the three-year term of the swap increases ratably to $38.0 million. In return, Citibank pays an amount equal to the coupon on the Bonds multiplied by the outstanding par value of the bonds, $38.0 million. The Swap has a termination date of July 12, 2013 and may be terminated by the Company at anytime commencing after July 2012 and by Citibank if certain events occur. Upon termination of the swap, whether early or on the stated termination date, a payment based on the change in value of the Bonds will occur. Should the Bonds decline in value from the $35.2 million estimated value of the Bonds at the inception of the swap, the Company will be obligated to make a payment equal to 100% of the price depreciation. Should the Bonds increase in value, Citibank will be obligated to make a payment equal to approximately 85% of the price appreciation. As of JuneSeptember 30, 2011, the fair value of the swap was a liability of approximately $1.6 million.
As of JuneSeptember 30, 2011 the Company had twelve interest rate cap contracts totaling a notional amount of $191.9 million that qualify for hedge accounting as they effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying variable interest rate for the Company’s $213.0$202.9 million of tax exempt variable rate debt. The aggregate carrying value of the interest rate cap contracts was an asset of $0.1 million. During the first quarter of 2011, the Company settled its remaining $20.0 million of forward starting swaps for a $2.3 million payment to the counterparty. The amortization of forward starting swap settlement amounts along with the changes in the fair values of the cash flow hedgesinterest rate cap contracts are reflected in other comprehensive (loss) income in the Company’s condensed consolidated financial statements. The overall fair value of the Company’s derivatives changed by $4.1$4.0 million during the sixnine months ended JuneSeptember 30, 2011 to a net liability of $1.5$1.6 million as of JuneSeptember 30, 2011.
Development and Predevelopment Pipeline
The Company defines development activities as new properties that are being constructed, or are newly constructed and, in the case of development communities, are in a phase of lease-up and have not yet reached stabilized operations. As of JuneSeptember 30, 2011, the Company had fourone consolidated and twofour unconsolidated joint venture development projects aggregating 1,2841,335 units for an estimated cost of $434.3$458.9 million, of which $249.0$258.4 million remains to be expended.
The Company owned fourthree land parcels held for future development or sale aggregating an estimated 322298 units as of JuneSeptember 30, 2011. The aggregate carrying value for these fourthree land parcels was $45.6$44.0 million as of JuneSeptember 30, 2011. The Company expects to fund the development and predevelopment pipeline by using a combination of some or all of the following sources: its working capital, amounts available on its lines of credit, net proceeds from public and private equity and debt issuances, and proceeds from the disposition of properties, if any.
Redevelopment
The Company defines redevelopment activities as existing properties owned or recently acquired, which have been targeted for additional investment by the Company with the expectation of increased financial returns through property improvement. The Company’s redevelopment strategy strives to improve the financial and physical aspects of the Company’s redevelopment apartment communities and to target at least an 8 to 10 percent return on the incremental renovation investment. Many of the Company’s properties are older and in excellent neighborhoods, providing lower density with large floor plans that represent attractive redevelopment opportunities. During redevelopment, apartment units may not be available for rent and, as a result, may have less than stabilized operations. As of JuneSeptember 30, 2011, the Company had five redevelopment communities aggregating 1,1881,220 apartment units with estimated redevelopment costs of $75.2$75.3 million, of which approximately $37.1$32.4 million remains to be expended.
Alternative Capital Sources
Fund II has eight institutional investors, and the Company, with combined partner equity contributions of $265.9 million that were fully contributed as of 2008. The Company contributed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner. Fund II utilized leverage equal to approximately 55% upon the initial acquisition of the underlying real estate. Fund II invested in apartment communities in the Company’s targeted West Coast markets and, as of JuneSeptember 30, 2011, owned fourteen apartment communities. The Company records revenue for its asset management, property management, development and redevelopment services when earned, and promote income when realized if Fund II exceeds certain financial return benchmarks.
In 2011, the Company entered into a 50/50 programmatic joint venture, Wesco, I LLC (“Wesco”), with an institutional partner for a total equity commitment of $200 million. Each partner’s equity commitment is $100 million, and Wesco will utilize leverage equal to approximately 50% to 60%. The Company has contributed $56.8 million to Wesco, and as of September 30, 2011, Wesco owned 4 apartment communities with 1,693 units. Investments must meet certain criteria to qualify for inclusion in the joint venture and both partners must approve any new acquisitions.acquisitions and material dispositions. The joint venture has an investment period of up to 2two years. The Company will receive asset and property management fees, and may earn a promoted interest. The Company accounts for this joint venture on the equity method.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements, in accordance with U.S. generally accepted accounting principles requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We defineThe Company defines critical accounting policies as those accounting policies that require ourthe Company’s management to exercise their most difficult, subjective and complex judgments. OurThe Company critical accounting policies and estimates relate principally to the following key areas: (i) consolidation under applicable accounting standards for entities that are not wholly owned; (ii) assessing the carrying values of our real estate properties and investments in and advances to joint ventures and affiliates; (iii) internal cost capitalization; and (iv) qualification as a REIT. The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates made by management.
The Company’s critical accounting policies and estimates have not changed materially from information reported in Note 2, “Summary of Critical and Significant Accounting Policies,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
Forward Looking Statements
Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this quarterly report on Form 10-Q which are not historical facts may be considered forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding the Company's expectations, hopes, intentions, beliefs and strategies regarding the future. Forward looking statements include statements regarding the Company’s expectations as to the total projected costs of predevelopment, development and redevelopment projects, the Company’s reduced risk of loss from mold cases, beliefs as to our ability to meet our cash needs during the next twelve months, and to provide for dividend payments in accordance with REIT requirements, expectations as to the sources for funding the Company’s development and redevelopment pipeline and statements regarding the Company's financing activities.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors including, but not limited to, that the Company will fail to achieve its business objectives, that the total projected costs of current predevelopment, development and redevelopment projects exceed expectations, that such development and redevelopment projects will not be completed, that development and redevelopment projects and acquisitions will fail to meet expectations, that estimates of future income from an acquired property may prove to be inaccurate, that future cash flows will be inadequate to meet operating requirements, and/or will be insufficient to provide for dividend payments in accordance with REIT requirements, that there may be a downturn in the markets in which the Company's properties are located, that the terms of any refinancing may not be as favorable as the terms of existing indebtedness, and that mold lawsuits will be more costly than anticipated, as well as those risks, special considerations, and other factors referred to in Item 1A, “Risk Factors,” in Part II “Other Information” in this current report on Form 10-Q for the quarter ended June 30, 2011 and those referred to in Item 1A, “Risk Factors,” of the Company's Annual Report on Form 10-K for the year ended December 31, 2010, and those risk factors and special considerations set forth in the Company's other filings with the Securities and Exchange Commission (the “SEC”) which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update this information.
Funds from Operations (“FFO”)
FFO is a financial measure that is commonly used in the REIT industry. The Company presents funds from operations as a supplemental operating performance measure. FFO is not used by the Company as, nor should it be considered to be, an alternative to net earnings computed under GAAP as an indicator of the Company’s operating performance or as an alternative to cash from operating activities computed under GAAP as an indicator of the Company’s ability to fund its cash needs.
FFO is not meant to represent a comprehensive system of financial reporting and does not present, nor does it intend to present, a complete picture of the Company's financial condition and operating performance. The Company believes that net earnings computed under GAAP remain the primary measure of performance and that FFO is only meaningful when it is used in conjunction with net earnings. Further, the Company believes that its consolidated financial statements, prepared in accordance with GAAP, provide the most meaningful picture of its financial condition and its operating performance.
In calculating FFO, the Company follows the definition for this measure published by the National Association of REITs (“NAREIT”), which is a REIT trade association. The Company believes that, under the NAREIT FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. The Company agrees that these two NAREIT adjustments are useful to investors for the following reasons:
| | (a) | historical cost accounting for real estate assets in accordance with GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time. NAREIT stated in its White Paper on Funds from Operations “since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.” Consequently, NAREIT’s definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by GAAP do not reflect the underlying economic realities. |
| | (b) | REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate. The exclusion, in NAREIT’s definition of FFO, of gains and losses from the sales of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT’s activity and assists in comparing those operating results between periods. |
Management believes that it has consistently applied the NAREIT definition of FFO to all periods presented. However, there is judgment involved and other REITs’ calculation of FFO may vary from the NAREIT definition for this measure, and thus their disclosure of FFO may not be comparable to the Company’s calculation.
The following table sets forth the Company’s calculation of FFO for the three and sixnine months ended JuneSeptember 30, 2011 and 2010 (in thousands except for per share data):
| | | | Three Months Ended | | | Nine Months Ended | |
| | | Three Months Ended June 30, | | | | | | September 30, | | | September 30, | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income available to common stockholders | | $ | 10,325 | | | $ | 9,482 | | | $ | 18,743 | | | $ | 22,609 | | | $ | 7,687 | | | $ | 6,377 | | | $ | 26,432 | | | $ | 28,986 | |
| Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | 37,510 | | | | 31,261 | | | | 74,541 | | | | 61,748 | | | | 38,137 | | | | 31,638 | | | | 112,678 | | | | 93,385 | |
| Gains not included in FFO, net of internal disposition costs | | | (5,265 | ) | | | - | | | | (5,265 | ) | | | - | | |
| Loss (Gains) not included in FFO, net of internal disposition costs | | | | 880 | | | | - | | | | (4,384 | ) | | | - | |
Noncontrolling interest and co-investments (1) | | | 2,684 | | | | 1,910 | | | | 5,937 | | | | 4,040 | | | | 3,819 | | | | 1,914 | | | | 9,909 | | | | 5,954 | |
| Funds from operations | | $ | 45,254 | | | $ | 42,653 | | | $ | 93,956 | | | $ | 88,397 | | | $ | 50,523 | | | $ | 39,929 | | | $ | 144,635 | | | $ | 128,325 | |
| | | | | | | | | | | | | | | | | | |
| Funds from operations per share - diluted | | $ | 1.32 | | | $ | 1.34 | | | $ | 2.76 | | | $ | 2.80 | | | $ | 1.43 | | | $ | 1.25 | | | $ | 4.19 | | | $ | 4.05 | |
Weighted average number shares outstanding diluted (2) | | | 34,365,418 | | | | 31,759,956 | | | | 34,079,471 | | | | 31,602,019 | | |
| | | | | | | | | | | | | | | | | | |
| Weighted average number | | | | | | | | | | | | | | | | | |
shares outstanding diluted (2) | | | | 35,437,693 | | | | 31,963,327 | | | | 34,537,774 | | | | 31,723,857 | |
| (1) | Amount includes the following: (i) noncontrolling interest related to Operating Partnership units, and (ii) add back of depreciation expense from unconsolidated co-investments and less depreciation attributable to third-party ownership of consolidated co-investments. |
| (2) | Assumes conversion of all dilutive outstanding operating partnership interests in the Operating Partnership. |
Item 3: QuantitativeQuantitative and Qualitative Disclosures About Market Risks
Interest Rate Hedging Activities
The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. The Company had twelve interest rate cap contracts totaling a notional amount of $191.9 million that qualify for hedge accounting as they effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying variable interest rate for the Company’s $213.0$202.9 million of tax exempt variable rate debt. The interest rate caps are designated as cash flow hedges, and the Company does not have any fair value hedges as of JuneSeptember 30, 2011.
Interest Rate Sensitive Liabilities
The Company is exposed to interest rate changes primarily as a result of its lines of credit and long-term tax exempt variable rate debt. 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 borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a related financial instrument. 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 and weighted average interest rates by year of expected maturity to evaluate the expected cash flows.
| For the Years Ended | | 2011 | | | 2012 | | | 2013 | | | 2014 | | | 2015 | | | Thereafter | | | Total | | | Fair value | | | 2011 | | | 2012 | | | 2013 | | | 2014 | | | 2015 | | | Thereafter | | | Total | | | Fair value | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fixed rate debt | | $ | 18,989 | | | | 30,564 | | | | 182,540 | | | | 77,952 | | | | 70,967 | | | | 1,406,591 | | | $ | 1,787,603 | | | $ | 1,831,000 | | | $ | - | | | | 30,438 | | | | 181,452 | | | | 77,572 | | | | 70,643 | | | | 1,413,183 | | | $ | 1,773,288 | | | $ | 1,885,000 | |
| Average interest rate | | | 5.6 | % | | | 5.4 | % | | | 5.6 | % | | | 5.3 | % | | | 5.2 | % | | | 5.8 | % | | | | 5.7 | % | | | | | | | - | | | | 5.4 | % | | | 5.6 | % | | | 5.3 | % | | | 5.2 | % | | | 5.8 | % | | | | 5.8 | % | | | | |
| Variable rate debt | | $ | - | | | | 9,775 | | | | 34,118 | | | | - | | | | - | | | | 212,965 | | (1) | | $ | 256,858 | | | $ | 444,469 | | | $ | 174,000 | | | | 17,423 | | | | 33,599 | | | | 59,000 | | | | - | | | | 202,904 | | (1) | | $ | 486,926 | | | $ | 469,724 | |
| Average interest rate | | | 0.0 | % | | | 3.1 | % | | | 1.7 | % | | | 0.0 | % | | | 0.0 | % | | | 1.8 | % | | | | 1.9 | % | | | | | | | 1.1 | % | | | 3.7 | % | | | 1.6 | % | | | 2.2 | % | | | - | | | | 1.5 | % | | | | 1.5 | % | | | | |
(1) $191.9 million subject to interest rate caps.
The table incorporates only those exposures that exist as of JuneSeptember 30, 2011; it does not consider those exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss, with respect to interest rate fluctuations and hedging strategies, would depend on the exposures that arise prior to settlement.
Item 4:4: Controls and Procedures
As of JuneSeptember 30, 2011, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of JuneSeptember 30, 2011, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
There were no changes in the Company's internal control over financial reporting, that occurred during the quarter ended JuneSeptember 30, 2011, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Recently there has been an increasing number of lawsuits against owners and managers of apartment communities alleging personal injury and property damage caused by the presence of mold in residential real estate. Some of these lawsuits have resulted in substantial monetary judgments or settlements. The Company has been sued for mold related matters and has settled some, but not all, of such matters. Insurance carriers have reacted to mold related liability awards by excluding mold related claims from standard policies and pricing mold endorsements at prohibitively high rates. The Company has, however, purchased pollution liability insurance, which includes some coverage for mold. The Company has adopted policies for promptly addressing and resolving reports of mold when it is detected, and to minimize any impact mold might have on residents of the property. The Company believes its mold policies and proactive response to address any known existence, reduces its risk of loss from these cases. There can be no assurances that the Company has identified and responded to all mold occurrences, but the Company promptly addresses all known reports of mold. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. As of JuneSeptember 30, 2011, no potential liabilities for mold and other environmental liabilities are quantifiable and an estimate of possible loss cannot be made.
The Company carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the Company’s communities. Insured risks for comprehensive liability covers claims in excess of $25,000 per incident, and property insurance covers losses in excess of a $5.0 million deductible per incident. There are, however, certain types of extraordinary losses, such as, for example, losses for terrorism and earthquake, for which the Company does not have insurance. Substantially all of the Properties are located in areas that are subject to earthquakes.
The Company is subject to various other lawsuits in the normal course of its business operations. Such lawsuits could, but are not expected to, have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
There were no material changes to the Risk Factors disclosed in Item IA of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the SEC and available at www.sec.gov.
| A. Exhibits | | |
| | | | |
| | 3.1
| | Articles Supplementary reclassifying 8,000,000 shares of Common Stock as 8,000,000 shares of 7.125% Series H Cumulative Redeemable Preferred Stock, $0.0001 par value per share (incorporated herein by reference to Exhibit 3.17 of the Company’s Registration Statement on Form 8-A filed with the SEC on April 12, 2011). |
| | | |
| | 4.1
10.1 | | Form of global certificate evidencing the 7.125% Series H Cumulative Redeemable Preferred Stock, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on April 13,2011, and incorporated herein by reference. |
| | | �� |
| 10.1 | | Amended and Restated 2004 Non-Employee Director Equity Award Program, dated May 1, 2011. |
| | | |
| 10.2
| | Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated as of April 13, 2011, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 13, 2011, and incorporated herein by reference. |
| | | |
| 10.3 | | Note PurchaseRevolving Credit Agreement, dated as of June 30, 2011, among Essex Portfolio, L.P., Essex Property Trust, Inc. and the purchasers of the notes party thereto (including the forms of the 4.50% Senior Guaranteed Notes, Series A, due September 30, 2017, and the 4.92% Senior Guaranteed Notes, Series B, due December 30, 2019), attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 5, 2011 and incorporated herein by reference. The schedules and certain exhibits to this agreement, as set forth in the agreement, have not filed been filed. Essex agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.16, 2011. |
| | | | |
| | 12.1 | | Ratio of Earnings to Fixed Charges. |
| | | | |
| | 31.1 | | Certification of Michael J. Schall, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | | |
| | 31.2 | | Certification of Michael T. Dance, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | | |
| | 32.1 | | Certification of Michael J. Schall, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | | |
| | 32.2 | | Certification of Michael T. Dance, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | | |
| | 101.INS* | XBRL Instance Document |
| | | | |
| | 101.SCH* | XBRL Taxonomy Extension Schema Document |
| | | | |
| | 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| | | | |
| | 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| | | | |
| | 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| | | | |
| | 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
*XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not part of a registration statement or Prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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.
| | ESSEX PROPERTY TRUST, INC. | |
| | (Registrant) | |
| | | |
| | | |
| | Date: August 5,November 4, 2011 | |
| | | |
| | By: /S/ BRYAN G. HUNT | |
| | | |
| | Bryan G. Hunt | |
| | First Vice President, Chief Accounting Officer | |
| | | |
| | By: /S/ MICHAEL T. DANCE | |
| | | |
| | Michael T. Dance | |
| | Executive Vice President, Chief Financial Officer | |
| | (Authorized Officer, Principal Financial Officer) | Officer |
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