UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission file number 333-44467-01
Essex Portfolio, L.P.
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925 East Meadow Drive
Palo Alto, California 94303
(650) 494-3700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). YES [X] NO [ ]
ESSEX PORTFOLIO, L.P. 2
Part I -- Financial Information
Item 1. Financial Statements (Unaudited)
Essex Portfolio, L.P., a California limited partnership, (the "Operating
Partnership") effectively holds the assets and liabilities and conducts the
operating activities of Essex Property Trust, Inc. ("Essex" or the
"Company"). Essex Property Trust, Inc., a real estate investment
trust incorporated in the State of Maryland, is the sole general partner of the
Operating Partnership. The information furnished in the accompanying consolidated unaudited balance
sheets, statements of operations, partners' capital and cash flows of the
Operating Partnership reflects all adjustments which are, in the opinion of
management, necessary for a fair presentation of the aforementioned consolidated
financial statements for the interim periods. The accompanying unaudited consolidated financial statements should be read
in conjunction with the notes to such consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations. 3
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
See accompanying notes to the consolidated unaudited financial statements.
4
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
See accompanying notes to the consolidated unaudited financial statements.
5
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
See accompanying notes to consolidated unaudited financial statements.
6
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
See accompanying notes to the consolidated unaudited financial statements.
7
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES (1) Organization and Basis of Presentation Essex Portfolio, L.P. (the "Operating Partnership") was formed in
March 1994 and commenced operations on June 13, 1994, when Essex Property Trust,
Inc. (the "Company"), the general partner of the Operating
Partnership, completed its initial public offering (the "Offering") in
which it issued 6,275,000 shares of common stock at $19.50 per share. The net
proceeds from the Offering of $112,071 were used by the Company to acquire a
77.2% interest in the Operating Partnership. The Company has elected to be
treated as a real estate investment trust ("REIT") under the Internal
Revenue Code of 1986 (the "Code"), as amended. The unaudited consolidated financial statements of the Operating Partnership
are prepared in accordance with accounting principles generally accepted in the
United States of America 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. These unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements included in the Operating Partnership's annual report on Form 10-K
for the year ended December 31, 2002. The Company is the sole general partner in the Operating Partnership, with a
90.1%, 90.0% and 89.0% general partnership interest as of June 30, 2003,
December 31, 2002 and June 30, 2002, respectively. As of June 30, 2003, the Operating Partnership operates and has ownership
interests in 118 multifamily properties (containing 25,125 units), five
recreational vehicle parks (comprising 1,717 spaces), four office buildings
(with approximately 63,540 square feet) and two manufactured housing communities
(containing 607 sites), (collectively, the "Properties"). The
Properties are located in Southern California (Los Angeles, Ventura, Orange and
San Diego counties), Northern California (the San Francisco Bay Area), the
Pacific Northwest (the Seattle, Washington and Portland, Oregon metropolitan
areas) and other areas (Houston, Texas, Las Vegas, Nevada and Hemet,
California). Essex Apartment Value Fund, L.P. (the "Fund"), is an investment
fund organized by the Operating Partnership and will be, subject to specific
exceptions, the Operating Partnership's exclusive investment vehicle for new
investments until the Fund's committed capital has been invested or committed
for investments, or if earlier, December 31, 2003. An affiliate of the Operating
Partnership, Essex VFGP, L.P. ("VFGP"), is a 1% general partner and is
a 20.4% limited partner. The Operating Partnership owns a 99% limited
partnership interest in VFGP. The Fund has total capital commitments of $250
million and is expected to utilize leverage of approximately 65% of the value of
the underlying real estate portfolio. The Operating Partnership is committed to
invest 21.4% of the aggregate capital committed to the Fund. In addition, Essex
will be compensated by the Fund for its asset management, property management,
development and redevelopment services and may receive incentive payments if the
Fund exceeds certain financial return benchmarks. At June 30, 2003 the Fund was
approximately 90% invested. The Operating Partnership invests in joint ventures, which generally involve
multifamily property acquisitions. For joint ventures entered into prior to
January 31, 2003, the Operating Partnership accounts for these investments under
the equity or consolidation methods of accounting based on the voting control it
exercises through its ownership interests in these affiliates. For joint
ventures entered into after January 31, 2003, the Operating Partnership follows
the guidance provided by FASB Interpretation No 46 (FIN 46), "Consolidation
of Variable Interest Entities." The Operating Partnership did not enter
into any new joint ventures during the quarter ended June 30, 2003. Under the
equity method of accounting, the investment is carried at the cost of assets
contributed or distributed, plus the Operating Partnership's equity in
undistributed earnings or losses since its initial investment. The individual
assets, liabilities, revenues and expenses of the joint venture are not recorded
in the Operating Partnership's consolidated financial statements. 8
Included in the Operating Partnership's investments accounted for under the
equity method are limited partnership interests in 17 partnerships
(Down REIT entities), which collectively own ten multifamily properties,
comprised of 1,831 units. These investments were made under arrangements whereby
Essex Management Corporation (EMC) became the general partner, the Operating
Partnership became a special minority interest limited partner, and the other
limited partners were granted rights of redemption for their interests. Such
partners can request to be redeemed and the Operating Partnership can elect to
redeem their rights for cash or by issuing shares of Essex's common stock on a
one share per unit basis. Conversion values will be based on the market value of
the Company's common stock at the time of redemption multiplied by the number of
units stipulated under the above arrangements. The other limited partners
receive distributions based on the Company's current dividend rate times the
number of redemption shares. At June 30, 2003, the maximum number of shares that
could be required to meet redemption of these Down REIT entities is 1,468,198.
The equity in income or loss reported by the Operating Partnership under the
equity method of accounting for these down REIT entities is the net income of
these down REIT entities as reduced by the income allocated to the other limited
partners which is equal to the distributions they received. All significant intercompany balances and transactions have been eliminated
in the consolidated financial statements. The Operating Partnership's equity in income from investments accounted for
using the equity method was $1,809 and $2,798 for the three months ended June
30, 2003 and 2002, respectively, and $3,610 and $5,300 for the six months ended
June 30, 2003 and 2002, respectively, and is classified as "Interest and
other income" in the accompanying consolidated statement of operations. Certain prior year balances have been reclassified to conform to the current
year presentation. 9
Stock-based Compensation The Operating Partnership applies APB Opinion No. 25 (APB 25) and related
interpretations in accounting for its stock-based compensation plans granted to
employees and directors of the Operating Partnership. Under APB 25, no
compensation cost has been recognized for stock options granted to employees and
directors of the Operating Partnership since all such stock options were granted
with an exercise price equal to the fair market value of the underlying common
stock. For the Operating Partnership's long-term incentive plan and phantom
stock plan, no compensation expense recognized during the three months ended
June 30, 2003 and 2002 and $408 and $911 and was recognized for the six months
ended June 30, 2003 and 2002, respectively. Had compensation cost for these
stock options and the Operating Partnership's other plans been determined based
on the fair value at the grant dates consistent with the fair value method
pursuant to FAS 123, the Operating Partnership's net income applicable to common
units for the three and six months ended June 30, 2003 and 2002 would have been
reduced to the pro forma amounts indicated below: The fair value of stock options granted each period was estimated on the date
of grant using the Black-Scholes option pricing model with the following
weighted average assumptions used for grants: 10
(2) Significant Transactions for the Quarter ended
June 30, 2003 The Operating Partnership defines development communities as new
apartment properties that are being constructed or are newly constructed and in
a phase of lease-up and have not yet reached stabilized operations. At June 30,
2003, the Operating Partnership (including the Fund's development communities)
had ownership interests in six development communities, with an aggregate of
1,368 multifamily units and an estimated total cost of $246,300 of which
approximately $107,700 remains to be expended and of which approximately $49,300
is the Operating Partnership's commitment. During the second quarter, the Operating Partnership neared construction
completion and continued lease-up at The San Marcos (Phase I), a 312-unit
apartment community located in Richmond, California. The Operating Partnership
projects that The San Marcos (Phase I) will reach stabilized operations during
the third quarter of 2003. During the quarter, the Operating Partnership
committed to an additional 120 units at this project (Phase II) at an estimated
cost of $23,900. It is anticipated that construction of these additional units
will be completed in the second quarter of 2004 and is expected to reach
stabilized operations in the fourth quarter of 2004. Also during the quarter the Operating Partnership continued construction of
Hidden Valley, a 324-unit apartment community located in Simi Valley,
California. The Operating Partnership expects initial occupancy to take place
in the fourth quarter of 2003 and to reach stabilized operations in the third
quarter of 2004. The Operating Partnership has a 75 percent ownership interest
in this development project. The Operating Partnership defines redevelopment communities as existing
properties owned or recently acquired which have been targeted for investment by
the Operating Partnership with the expectation of increased financial returns
through property improvement. Redevelopment communities typically have
apartment units that are not available for rent and, as a result, may have less
than stabilized operations. At June 30, 2003, the Operating Partnership
(including the Fund's redevelopment communities) has ownership interests in two
redevelopment communities, which contain an aggregate of 782 units and an
estimated total cost of $6,900 of which approximately $5,200 remains to be
expended and of which approximately $3,500 is the Operating Partnership's
commitment. Subsequent to the quarter end the Operating Partnership expanded its
existing $165,000 unsecured revolving credit facility to $185,000. No other
terms of this facility were revised.
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements
(unaudited):
Consolidated Balance Sheets as of June 30, 2003
and December 31, 2002
Consolidated Statements of Operations for the three
and six months ended June 30, 2003 and 2002
Consolidated Statements of Partners' Capital for the six months
ended June 30, 2003 and the year ended December 31, 2002
Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 2003 and 2002
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signature
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
June 30, December 31,
2003 2002
------------ ------------
Assets
Real estate:
Rental properties:
Land and land improvements $ 392,041 $ 368,712
Buildings and improvements 1,208,843 1,147,244
------------ ------------
1,600,884 1,515,956
Less accumulated depreciation (214,993) (191,821)
------------ ------------
1,385,891 1,324,135
Investments 68,642 61,212
Real estate under development 88,831 143,756
------------ ------------
1,543,364 1,529,103
Cash and cash equivalents-unrestricted 8,854 8,562
Cash and cash equivalents-restricted 9,079 9,265
Notes receivable from investees and related parties 25,990 24,081
Notes and other receivables 32,921 31,318
Prepaid expenses and other assets 12,255 11,133
Deferred charges, net 5,757 6,272
------------ ------------
$ 1,638,220 $ 1,619,734
============ ============
Liabilities and Partners' Capital
Mortgage notes payable $ 662,712 $ 677,563
Lines of credit 165,000 126,500
Accounts payable and accrued liabilities 33,334 35,791
Dividends payable 20,425 17,879
Other liabilities 8,385 8,157
------------ ------------
Total liabilities 889,856 865,890
Minority interests 5,689 5,727
Partners' capital:
General partner - common equity 484,175 491,314
Limited partners:
Common equity 54,010 52,313
Preferred equity 204,490 204,490
------------ ------------
258,500 256,803
------------ ------------
Total partners' capital 742,675 748,117
------------ ------------
Commitments and contingencies
$ 1,638,220 $ 1,619,734
============ ============
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per unit amounts)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Revenues:
Rental $ 53,538 $ 41,769 $ 107,700 $ 83,888
Other property 1,743 1,396 3,477 2,712
----------- ----------- ----------- -----------
Total property 55,281 43,165 111,177 86,600
Interest and other 3,166 7,818 6,265 13,795
----------- ----------- ----------- -----------
Total revenues 58,447 50,983 117,442 100,395
----------- ----------- ----------- -----------
Expenses:
Property operating expenses:
Maintenance and repairs 4,063 2,356 7,936 5,165
Real estate taxes 4,361 3,119 8,737 6,269
Utilities 3,075 2,253 5,712 4,284
Administrative 4,588 3,045 10,573 6,671
Advertising 1,002 732 1,862 1,354
Insurance 865 490 1,581 833
Depreciation and amortization 11,556 9,114 23,165 18,100
----------- ----------- ----------- -----------
29,510 21,109 59,566 42,676
Interest 10,531 8,652 21,330 17,441
Amortization of deferred financing costs 318 147 492 295
General and administrative 1,692 1,565 3,530 3,265
----------- ----------- ----------- -----------
Total expenses 42,051 31,473 84,918 63,677
----------- ----------- ----------- -----------
Income from continuing operations before
minority interests and discontinued
operations 16,396 19,510 32,524 36,718
Minority interests (27) (46) (58) (78)
----------- ----------- ----------- -----------
Income from continuing operations 16,369 19,464 32,466 36,640
Discontinued operations:
Income from real estate sold -- 77 -- 253
Gain on sale of real estate -- 9,051 -- 9,051
----------- ----------- ----------- -----------
Income from discontinued operations -- 9,128 -- 9,304
----------- ----------- ----------- -----------
Net income 16,369 28,592 32,466 45,944
Dividends on preferred units-limited partner (4,580) (4,580) (9,160) (9,159)
----------- ----------- ----------- -----------
Net income available to common units $ 11,789 $ 24,012 $ 23,306 $ 36,785
=========== =========== =========== ===========
Per common Operating Partnership unit data:
Basic:
Income from continuing operations available to
common units $ 0.51 $ 0.71 $ 1.00 $ 1.31
Income from discontinued operations -- 0.44 -- 0.45
----------- ----------- ----------- -----------
Net income $ 0.51 $ 1.15 $ 1.00 $ 1.76
=========== =========== =========== ===========
Weighted average number of common partnership
units outstanding during the period 23,305,564 20,924,671 23,286,493 20,873,660
=========== =========== =========== ===========
Diluted:
Income from continuing operations available to
common units $ 0.50 $ 0.71 $ 0.99 $ 1.31
Income from discontinued operations -- 0.43 -- 0.44
----------- ----------- ----------- -----------
Net income $ 0.50 $ 1.14 $ 0.99 $ 1.75
=========== =========== =========== ===========
Weighted average number of common partnership
units outstanding during the period 23,558,314 21,115,264 23,511,387 21,046,919
=========== =========== =========== ===========
Distributions per Operating Partnership common units $ 0.78 $ 0.77 $ 1.56 $ 1.54
=========== =========== =========== ===========
Consolidated Statements of Partners' Capital
For the six months ended June 30, 2003 and the
year ended December 31, 2002
(Dollars and units in thousands)
General Partner Limited Partners
------------------------------- -------------------------------
Preferred Preferred
Common Equity Equity Common Equity Equity
-------------------- --------- -------------------- ---------
Units Amount Amount Units Amount Amount Total
--------- --------- --------- --------- --------- --------- ---------
Balances at December 31, 2001 18,428 $ 381,674 $ -- 2,286 $ 45,563 $ 204,490 $ 631,727
Issuance of common units under
stock-based compensation plan 246 3,376 -- -- -- -- 3,376
Shares purchased by
Operating Partnership (411) (19,715) -- -- -- -- (19,715)
Redemption of limited partner
common units -- -- -- (6) (309) -- (309)
Vested series Z incentive units -- -- -- 40 647 -- 647
Issuance of common units 2,720 136,809 -- -- -- -- 136,809
Reallocation of partners' capital -- (6,937) -- -- 6,937 -- --
Net income -- 52,874 -- -- 6,694 18,319 77,887
Partners' distributions -- (56,767) -- -- (7,219) (18,319) (82,305)
--------- --------- --------- --------- --------- --------- ---------
Balances at December 31, 2002 20,983 $ 491,314 $ -- 2,320 $ 52,313 $ 204,490 $ 748,117
Issuance of common units under
stock-based compensation plan 72 2,462 -- -- -- -- 2,462
Issuance of limited partner
common units -- -- -- 110 5,768 -- 5,768
Redemption of limited partner
common units -- -- -- (11) (542) -- (542)
Vested series Z incentive units -- -- -- 16 259 -- 259
Reallocation of partners' capital -- 2,327 -- -- (2,327) -- --
Net income -- 20,881 -- -- 2,425 9,160 32,466
Partners' distributions -- (32,809) -- -- (3,886) (9,160) (45,855)
--------- --------- --------- --------- --------- --------- ---------
Balances at June 30, 2003 21,055 $ 484,175 $ -- 2,435 $ 54,010 $ 204,490 $ 742,675
========= ========= ========= ========= ========= ========= =========
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
Six Months Ended
June 30,
--------------------
2003 2002
--------- ---------
Net cash provided by operating activities $ 50,100 $ 45,359
--------- ---------
Cash flows from investing activities:
Additions to real estate:
Improvements to recent acquisitions (2,245) (1,688)
Redevelopment (736) (4,810)
Revenue generating capital expenditures (105) (430)
Non-revenue generating capital expenditures (4,210) (2,837)
Decrease in restricted cash 186 (712)
Additions to notes receivable from investees, other
related parties and other receivables (5,962) (9,151)
Repayment of notes receivable from investees, other
related parties and other receivables 318 4,440
Additions to real estate under development (13,399) (30,202)
Net distributions from (contributions to) investments in corporations
and limited partnerships (5,518) 12,623
--------- ---------
Net cash used in investing activities (31,671) (32,767)
--------- ---------
Cash flows from financing activities:
Proceeds from mortgage and other notes payable and lines of credit 49,140 39,000
Repayment of mortgage and other notes payable and lines of credit (25,491) (9,981)
Additions to deferred charges (115) (1,041)
Contribution from stock options exercised and shares issued through
dividend reinvestment plan - general partner 2,004 2,196
Contributions from minority interest partners -- (14)
Distributions to limited partners and minority interest (10,140) (12,514)
General partner shares purchased by limited partners -- (499)
Redemption of limited partnership units (542) (309)
Distributions to general partner (32,993) (27,206)
--------- ---------
Net cash used in financing activities (18,137) (10,368)
--------- ---------
Net increase in cash and cash equivalents 292 2,224
Cash and cash equivalents at beginning of period 8,562 6,440
--------- ---------
Cash and cash equivalents at end of period $ 8,854 $ 8,664
========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest, net of $1,869 and $3,244 capitalized $ 19,144 $ 14,706
========= =========
Supplemental disclosure of non-cash investing and financing activities:
Proceeds from disposition of real estate held by exchange
facilitator and classified as other asset $ -- $ 19,477
========= =========
Additional investment in limited partnership:
Investments $ -- $ 3,681
Accounts payable -- (3,681)
--------- ---------
$ -- $ --
========= =========
Issuance of limited partner common units in connection with the purchase of real estat$ 5,768 $ --
========= =========
Real estate under development transferred to rental property $ 72,711 $ --
========= =========
Issuance of general partner common units pursuant to phantom stock plan $ 458 $ --
========= =========
Notes to Consolidated Financial Statements
June 30, 2003 and 2002
(Unaudited)
(Dollars in thousands, except per share and per unit amounts)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Net income available to common units:
As reported $ 11,789 $ 24,012 $ 23,306 $ 36,785
Pro forma 11,662 23,886 23,052 36,533
Basic earnings per common share:
As reported $ 0.51 $ 1.15 $ 1.00 $ 1.76
Pro forma 0.50 1.14 0.99 1.75
Diluted earnings per common share:
As reported $ 0.50 $ 1.14 $ 0.99 $ 1.75
Pro forma 0.50 1.13 0.98 1.74
Weighted-average fair value of stock
options granted during the periods
presented $ 3.86 $ 4.69 $ 3.86 $ 4.69
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Risk-free interest rates 2.58%-2.78% 3.08%-4.62% 2.17%-2.78% 3.08%-4.62%
Expected lives 6 years 6 years 6 years 6 years
Volatility 17.89% 18.92% 17.89%-17.91 18.92%
Dividend yield 5.75%-5.91% 6.30% 5.75%-6.12% 6.30%
In August 2000 an affiliate of the Operating Partnership sold a vacant 110,000 square foot office building located in Irvine, California to a third party for $15,000. The Operating Partnership loaned the buyer $15,000 as a secured first mortgage on the property. In addition, after the buyer expended $500 for such items as tenant improvements, leasing commissions, and carrying costs, the Operating Partnership would lend an additional $4,500 to the buyer for these related items. The current balance of the mezzanine loan is approximately $3,800, of which $1,700 is guaranteed by the principal shareholder. The Operating Partnership has evaluated the realization potential of the first and mezzanine loan and effective June 2002, ceased accruing interest income on these notes until it is clearer as to the cash flow that the office building will generate upon lease up. The loan matured in March 2003 and management is currently evaluating its course of action.
Acquisition Activities of the Essex Apartment Value Fund
On May 1, 2003 the Fund purchased Huntington Villas, a 400-unit apartment community located in Huntington Beach, California, for a contract price of $58,200. In connection with this transaction the Fund obtained a non-recourse mortgage in the amount of $38,514, with a 4.64% fixed interest rate, which matures in May 2010.
On May 1, 2003 the Fund purchased three multifamily properties comprised of 288 apartment homes located in San Dimas, California. The Villas at San Dimas Canyon, a 156-unit apartment community was purchased for a contract price of $20,010. In connection with this transaction the Fund obtained a non-recourse mortgage in the amount of $13,007, with a 4.67% fixed interest rate, which matures in May 2010. The Villas at San Bonita, a 102-unit apartment community was purchased for a contract price of $12,730. In connection with this transaction the Fund obtained a non-recourse mortgage in the amount of $8,275, with a 4.67% fixed interest rate, which matures in May 2010. The Villas, a 30- unit apartment community was purchased for a contract price of $3,910. This property is not encumbered by any mortgage.
11
On May 29, 2003 the Fund purchased Villa Venetia Apartments, a 468-unit apartment community located in Costa Mesa, California, for a contract price of $74,000. In connection with this transaction the Fund obtained a non-recourse mortgage in the amount of $54,000, with a 4.58% fixed interest rate for a 9-year term, which matures in June 2012, with an option to extend the maturity for one year thereafter at a floating rate of 2.5% over Freddie Mac's Reference Bill. During the extension period, the loan may be paid in full with no prepayment penalty.
Development Communities of the Fund
At June 30, 2003 the Fund has three development communities with an aggregate of 612 multifamily units and an estimated total cost of $124,100 of which $74,300 remains to be expended and approximately $15,900 is the Operating Partnership's commitment.
Debt Transactions of the Fund
On April 11, 2003, the Fund obtained a non-recourse mortgage on a previously unencumbered property in the amount of $10,000, with a 5.42% fixed interest rate for a 9-year term, which matures in May 2013, with an option to extend the maturity for one year thereafter at a floating rate of 2.5% over Freddie Mac's Reference Bill. During the extension period, the loan may be paid in full with no prepayment penalty.
Subsequent Event
On July 11, 2003, the Fund acquired an ownership interest in Coronado North and South, located in Newport Beach, California, for approximately $33,700 from an unrelated co-investment partner.
12
(3) Related Party Transactions
All general and administrative expenses of the Operating Partnership and Essex Management Corporation, an unconsolidated preferred stock subsidiary of the Operating Partnership ("EMC"), are initially borne by the Operating Partnership, with a portion subsequently allocated to EMC. Expenses allocated to EMC for the three months ended June 30, 2003 and 2002 totaled $692 and $708, respectively, and $1,292 and $1,478 for the six months ended June 30, 2003 and 2002, respectively. The allocation is reflected as a reduction in general and administrative expenses in the accompanying consolidated statements of operations.
Interest and other income includes interest income earned on notes receivable from investees of $79 and $1,097 for the three months ended June 30, 2003 and 2002, respectively, and $158 and $2,158 for the six months ended June 30, 2003 and 2002, respectively. Other income also includes management fee income and investment income from the Operating Partnership's investees of $2,761 and $3,010 for the three months ended June 30, 2003 and 2002, respectively, and $5,777 and $5,589 for the six months ended June 30, 2003 and 2002, respectively.
Notes receivable from investees and other related party receivables as of June 30, 2003 and December 31, 2002 consist of the following:
June 30, December 31,
2003 2002
------------ ------------
Notes receivable from joint venture investees:
Note receivable from Highridge Apartments, secured, bearing
interest at 10%, due on demand $ 2,950 $ 2,950
Notes receivable from Essex Fidelity I Corp ("EFC"), secured,
bearing interest at LIBOR + 2.5%, due 2004 15,069 14,979
Note receivable from EFC, unsecured, bearing interest at 7.5%, due 2011 390 726
Receivable from Newport Beach North, LLC and Newport Beach South, LLC,
unsecured, non interest bearing, due on demand 1,361 376
Other related party receivables:
Loans to officers prior to July 31, 2002, secured, bearing interest at 8%,
due April 2006 633 633
Other related party receivables, substantially due on demand 5,587 4,417
------------ ------------
$ 25,990 $ 24,081
============ ============
The Company's officers and directors do not have substantial economic interest in these joint venture investees.
Other related party receivables consist primarily of accrued interest income on notes receivable from joint venture investees and loans to officers, advances and accrued management fees from joint venture investees and unreimbursed expenses due from EMC.
13
(4) New Accounting Pronouncements
In January 2003, the FASB approved for issuance FASB Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities." FIN 46 clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements" to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. FIN 46 may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. The disclosure requirements of FIN 46 are effective for all financial statements initially issued after January 31, 2003. It is reasonably possible that certain of the entities through which and with which the Operating Partnership conducts business, including those described in Notes 3(b) and 5 of the Operating Partnership's December 31, 2002 consolidated financial statements will be deemed to be Variable Interest Entities (VIEs) under the provisions of FIN 46. The total assets and liabilities net of intercompany balances of such entities were estimated at $77,216 and $47,098 at June 30, 2003. The Operating Partnership's estimated maximum exposure to loss would be equal to its investments in these arrangements, which totaled $30,485, as of June 30, 2003. The disclosures provided reflect management's understanding and analysis of FIN 46 based upon information currently available. The evaluation of the Operating Partnership's various arrangements is ongoing and is subject to change in the event additional interpretive guidance is provided by the Financial Accounting Standards Board or others.
In May 2003, the FASB issued Statement of Financial Accounting Standard No. 150 ("FAS 150"), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". FAS 150 requires issuers to classify as liabilities (or assets in some circumstances) three classes of freestanding financial instruments that embody obligations for the issuer. Previously, many such instruments had been classified as equity. A freestanding financial instrument is an instrument that is entered into separately and apart from any of the entity's other financial instruments or equity transactions, or that is entered into in conjunction with some other transaction and is legally detachable and separately exercisable, such as certain put and call options. These provisions are effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Operating Partnership is currently evaluating the impact of adopting FAS 150.
14
(5) Segment Information
The Operating Partnership defines its reportable operating segments as the three geographical regions in which its properties are located: Southern California, Northern California and the Pacific Northwest. Excluded from segment revenues are properties outside of these regions and interest and other income. Nonsegment revenues and net operating income included in the following schedule also consists of revenue generated from the commercial properties, recreational vehicle parks, and manufactured housing communities. Other nonsegment assets include investments, real estate under development, cash, notes receivables, 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 periods presented.
Three Months Ended
June 30,
------------------------
2003 2002
----------- -----------
Revenues:
Southern California $ 26,669 $ 18,018
Northern California 15,503 14,443
Pacific Northwest 10,214 10,567
Other non-segment areas 2,895 137
----------- -----------
55,281 43,165
Interest and other income 3,166 7,818
----------- -----------
Total revenues $ 58,447 $ 50,983
=========== ===========
Net operating income:
Southern California $ 18,649 $ 13,036
Northern California 10,810 10,921
Pacific Northwest 6,496 7,093
Other non-segment areas 1,372 120
----------- -----------
Total net operating income 37,327 31,170
Interest and other income 3,166 7,818
Depreciation and amortization:
Southern California (5,060) (3,491)
Northern California (3,043) (2,759)
Pacific Northwest (2,669) (2,790)
Other non-segment areas (784) (74)
----------- -----------
(11,556) (9,114)
Interest:
Southern California (3,418) (1,856)
Northern California (2,803) (2,831)
Pacific Northwest (1,014) (1,526)
Other non-segment areas (3,296) (2,439)
----------- -----------
(10,531) (8,652)
Amortization of deferred financing costs (318) (147)
General and administrative (1,692) (1,565)
----------- -----------
Income from continuing operations before
minority interests and discontinued
operations $ 16,396 $ 19,510
=========== ===========
15
(5) Segment Information (continued)
Six Months Ended
June 30,
------------ -----------
2003 2002
----------- -----------
Revenues:
Southern California $ 53,075 $ 35,436
Northern California 31,107 29,674
Pacific Northwest 20,535 21,212
Other non-segment areas 6,460 278
----------- -----------
Total segment revenues 111,177 86,600
Interest and other income 6,265 13,795
----------- -----------
Total revenues $ 117,442 $ 100,395
=========== ===========
Net operating income:
Southern California $ 36,706 $ 24,991
Northern California 21,700 22,479
Pacific Northwest 13,226 14,401
Other non-segment areas 3,144 153
----------- -----------
Total segment net operating income 74,776 62,024
Interest and other income 6,265 13,795
Depreciation and amortization:
Southern California (10,303) (6,853)
Northern California (6,213) (5,511)
Pacific Northwest (5,411) (5,588)
Other non-segment areas (1,238) (148)
----------- -----------
(23,165) (18,100)
Interest:
Southern California (6,889) (3,694)
Northern California (5,590) (5,641)
Pacific Northwest (2,081) (3,047)
Other non-segment areas (6,770) (5,059)
----------- -----------
(21,330) (17,441)
Amortization of deferred financing costs (492) (295)
General and administrative (3,530) (3,265)
----------- -----------
Income from continuing operations before
minority interests and discontinued
operations $ 32,524 $ 36,718
=========== ===========
June 30, December 31,
2003 2002
----------- -----------
Assets:
Net real estate assets:
Southern California $ 694,669 $ 700,877
Northern California 366,685 293,541
Pacific Northwest 247,091 251,252
Other non-segment areas 77,446 78,465
----------- -----------
Total net real estate assets 1,385,891 1,324,135
Other non-segment assets 252,329 295,599
----------- -----------
Total assets $ 1,638,220 $ 1,619,734
=========== ===========
16
(6) Net Income Per Unit
Three Months Ended Three Months Ended
June 30, 2003 June 30, 2002
-------------------------------- --------------------------------
Weighted Per Weighted Per
Average Unit Average Unit
Income Units Amount Income Units Amount
--------- ----------- -------- --------- ----------- --------
Basic:
Income from continuing operations
available to common units $ 11,789 23,305,564 $ 0.51 $ 14,884 20,924,671 $ 0.71
Income from discontinued operations -- 23,305,564 -- 9,128 20,924,671 0.44
--------- -------- --------- --------
11,789 $ 0.51 24,012 $ 1.15
======== ========
Effect of Dilutive Securities:
Stock options (1) -- 196,750 -- 190,593
Vested series Z incentive units -- 56,000 -- --
--------- ----------- --------- -----------
-- 252,750 -- 190,593
--------- ----------- --------- -----------
Diluted:
Income from continuing operations
available to common units 11,789 23,558,314 $ 0.50 14,884 21,115,264 $ 0.71
Income from discontinued operations -- 23,558,314 -- 9,128 21,115,264 0.43
--------- -------- --------- --------
$ 11,789 $ 0.50 $ 24,012 $ 1.14
========= ======== ========= ========
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
-------------------------------- --------------------------------
Weighted Per Weighted Per
Average Unit Average Unit
Income Units Amount Income Units Amount
--------- ----------- -------- --------- ----------- --------
Basic:
Income from continuing operations
available to common units $ 23,306 23,286,493 $ 1.00 $ 27,481 20,873,660 $ 1.31
Income from discontinued operations -- 23,286,493 -- 9,304 20,873,660 0.45
--------- -------- --------- --------
23,306 $ 1.00 36,785 $ 1.76
======== ========
Effect of Dilutive Securities:
Stock options (1) -- 169,071 -- 173,259
Vested series Z incentive units -- 55,823 -- --
--------- ----------- --------- -----------
-- 224,894 -- 173,259
--------- ----------- --------- -----------
Diluted:
Income from continuing operations
available to common units 23,306 23,511,387 $ 0.99 27,481 21,046,919 $ 1.31
Income from discontinued operations -- 23,511,387 -- 9,304 21,046,919 0.44
--------- -------- --------- --------
$ 23,306 $ 0.99 $ 36,785 $ 1.75
========= ======== ========= ========
(1) The following stock options are not included in the diluted earnings per unit calculation because the exercise price of the option was greater than the average market price of the common share for the quarter and, therefore, would be anti-dilutive:
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
Number of options 20,000 4,000 23,500 66,250
Range of exercise prices $57.57 $52.19-54.25 $54.02-57.57 $50.48-54.25
17
Item 2: Management's Discussion
and Analysis of Financial Condition and Results of Operations
The following discussion is based primarily on the consolidated unaudited financial statements of Essex Portfolio, L.P. (the "Operating Partnership") for the three and six months ended June 30, 2003 and 2002. This information should be read in conjunction with the accompanying consolidated unaudited financial statements and notes thereto. These consolidated financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results and all such adjustments are of a normal recurring nature.
The Operating Partnership holds, directly or indirectly, all of the Company's interests in the Operating Partnership's properties and all of the Company's operations relating to the Company's properties are conducted through the Operating Partnership. The Company is the sole general partner of the Operating Partnership and, as of June 30, 2003, December 31, 2002 and June 30, 2002, with a 90.1%, 90.0% and 89.0% general partnership interest in the Operating Partnership, respectively
General Background
The Operating Partnership's property revenues are generated primarily from multifamily property operations, which accounted for greater than 95% of its property revenues for the three and six months ended June 30, 2003 and 2002. The Operating Partnership's multifamily properties (the "Properties") are located in Southern California (Los Angeles, Ventura, Orange and San Diego counties), Northern California (the San Francisco Bay Area), the Pacific Northwest (the Seattle, Washington and Portland, Oregon metropolitan areas) and other areas (Houston, Texas, Las Vegas, Nevada and Hemet, California).
Essex Apartment Value Fund, L.P. (the "Fund"), is an investment fund organized by the Operating Partnership in 2001. The Fund will be, subject to specific exceptions, the Operating Partnership's exclusive investment vehicle for new investments until the Fund's committed capital has been invested or committed for investments, or if earlier, December 31, 2003. The Fund has total capital commitments of $250 million and is expected to utilize leverage of approximately 65% of the value of the underlying real estate portfolio. The Operating Partnership is committed to invest 21.4% of the aggregate capital committed to the Fund. In addition, the Operating Partnership will be compensated by the Fund for its asset management, property management, development and redevelopment services and may receive incentive payments if the Fund exceeds certain financial return benchmarks. Since its formation, the Fund has acquired fifteen multifamily residential properties, representing 3,479 apartment units with an aggregate purchase price of approximately $413 million, excluding redevelopment expenses, and disposed of one multifamily residential property, consisting of 500 apartment units at a gross sales price of approximately $69.0 million resulting in a net realized gain of approximately $5.7 million. In addition, three development land parcels, where approximately 612 apartment units are planned for construction, have been purchased by the Fund with a total estimated cost for the projects of approximately $124.1 million. As of June 30, 2003, the remaining commitments to fund these projects is approximately $74.3 million of which approximately $15.9 million is the Operating Partnership's commitment.
Since the Operating Partnership began operations in June 1994, the Operating Partnership has acquired ownership interests in 105 multifamily residential properties, its headquarters building, three Southern California office buildings, five recreational vehicle parks, and two manufactured housing communities. With respect to the multifamily residential properties that the Operating Partnership acquired, 14 are located in Northern California, 69 are located in Southern California, 15 are located in the Seattle Metropolitan Area, five are located in the Portland Metropolitan Area and two are located in other areas. In total, these acquisitions consist of 22,236 units with total capitalized acquisition costs of approximately $2,012.7 million. Additionally, since its IPO, the Operating Partnership has developed and has ownership interests in ten multifamily properties that have reached stabilized operations. These development properties consist of 2,406 units with total capitalized development costs of $309.5 million. As part of its active portfolio management strategy, the Operating Partnership has disposed of, since its IPO, twelve multifamily residential properties (six in Northern California, five in Southern California and one in the Pacific Northwest) consisting of a total of 2,014 units, six retail shopping centers in the Portland, Oregon metropolitan area and its former headquarters building located in Northern California at an aggregate gross sales price of approximately $259.5 million resulting in a net realized gain of approximately $53.8 million.
18
The Operating Partnership (excluding the Fund's development communities) has ownership interests in and is developing three multifamily residential communities, with an aggregate of 756 multifamily units. In connection with these development projects, the Operating Partnership has directly entered into contractual construction related commitments with unrelated third parties and the total projected estimated cost for these projects is approximately $122.2 million. As of June 30, 2003, the remaining commitment to fund these projects is approximately $33.4 million.
Results of Operations
Comparison of the Three Months Ended June 30, 2003 to the Three Months Ended June 30, 2002
Average financial occupancy rates of the Operating Partnership's multifamily Quarterly Same Store Properties (stabilized properties consolidated by the Operating Partnership for each of the three months ended June 30, 2003 and 2002) was 95.5% and 94.3%, for the three months ended June 30, 2003 and 2002, respectively. "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. Financial occupancy rates disclosed by other REITs may not be comparable to our calculation of financial occupancy.
The regional breakdown of average financial occupancy for the multifamily Quarterly Same Store Properties for the three months ended June 30, 2003 and 2002 are as follows:
Three months ended
June 30,
----------------------
2003 2002
--------- -----------
Southern California 95.9% 94.4%
Northern California 95.3% 95.1%
Pacific Northwest 95.2% 93.0%
19
Total Revenues increased by $7,464,000 or 14.6% to $58,447,000 in the second quarter of 2003 from $50,983,000 in the second quarter of 2002. The following table sets forth a breakdown of these revenue amounts, including the revenues attributable to the Quarterly Same Store Properties.
Three Months Ended
June 30,
Number of -------------------- Dollar Percentage
Properties 2003 2002 Change Change
----------- --------- --------- --------- -----------
Revenues:
Property revenues - quarterly
Quarterly Same Store Properties
Southern California 22 $ 17,538 $ 16,855 $ 683 4.1 %
Northern California 16 12,841 13,938 (1,097) (7.9)
Pacific Northwest 23 10,214 10,567 (353) (3.3)
----------- --------- --------- --------- -----------
Properties 61 40,593 41,360 (767) (1.9)
Property revenues - properties
acquired subsequent to
March 31, 2002 (1) 14,688 1,805 12,883 713.7
--------- --------- --------- -----------
Total property revenues 55,281 43,165 12,116 28.1
Interest and other income 3,166 7,818 (4,652) (59.5)
--------- --------- --------- -----------
Total revenues $ 58,447 $ 50,983 $ 7,464 14.6 %
========= ========= ========= ===========
(1) Also includes four office buildings, five recreational vehicle parks, two manufactured housing communities, redevelopment communities, and development communities.
As set forth in the above table, the $7,464,000 net increase in total revenues was mainly attributable to an increase of $12,883,000 attributable to multifamily properties acquired subsequent to March 31, 2002, four office buildings, five recreational vehicle parks, two manufactured housing communities, redevelopment communities and development communities, which was offset in part by a decrease in interest and other income of $4,652,000 and a decrease in revenues from the Quarterly Same Store Properties of $767,000. Subsequent to March 31, 2002, the Operating Partnership acquired interests in 21 multifamily properties, two office buildings, five recreational vehicle parks, two manufactured housing communities and achieved stabilized operations in three redevelopment communities and one development community (the "Quarterly Acquisitions Properties").
Interest and other income decreased by $4,652,000 or 59.5% to $3,166,000 in the second quarter of 2003 from $7,818,000 in the second quarter of 2002. The decrease primarily relates to the payoff or conversion to non-accrual of interest on notes receivable resulting in the decrease in interest income on notes receivables and the sale of co-investment assets resulting in the decrease in income earned on the Operating Partnership's co-investments.
Property revenues from the Quarterly Same Store Properties decreased by $767,000 or 1.9% to $40,593,000 in the second quarter of 2003 from $41,360,000 in the second quarter of 2002. The majority of this decrease was attributable to the 16 Quarterly Same Store Properties located in Northern California and the 23 Quarterly Same Store Properties located in the Pacific Northwest. The property revenues of the Quarterly Same Store Properties in Northern California decreased by $1,097,000 or 7.9% to $12,841,000 in the second quarter of 2003 from $13,938,000 in the second quarter of 2002. The decrease in Northern California is primarily attributable to rental rate decreases offset by an increase in financial occupancy to 95.3% in the second quarter of 2003 from 95.1% in the second quarter of 2002. The property revenues of the Quarterly Same Store Properties in the Pacific Northwest decreased by $353,000 or 3.3% to $10,214,000 in the second quarter of 2003 from $10,567,000 in the second quarter of 2002. The $353,000 decrease in the Pacific Northwest is primarily attributable to rental rate decreases offset by an increase in financial occupancy to 95.2% in the second quarter of 2003 from 93.0% in the second quarter of 2002. The 22 Quarterly Same Store Properties located in Southern California offset the net decrease in total property revenues from the other Quarterly Same Store Properties. The property revenues for these properties increased by $683,000 or 4.1% to $17,538,000 in the second quarter of 2003 from $16,855,000 in the second quarter of 2002. The $683,000 increase is primarily attributable to rental rate increases and an increase in financial occupancy to 95.9% in the second quarter of 2003 from 94.4% in the second quarter of 2002.
20
Total Expenses increased by $10,578,000 or approximately 33.6% to $42,051,000 in the second quarter of 2003 from $31,473,000 in the second quarter of 2002. This increase was mainly due to an increase in interest expense of $1,879,000 or 21.7% to $10,531,000 in the second quarter of 2003 from $8,652,000 in the second quarter of 2002. The increase in interest expense is due to increases in the mortgage notes payable and line of credit balances. Property operating expenses increased by $8,401,000 or 39.8% to $29,510,000 in the second quarter of 2003 from $21,109,000 in the second quarter of 2002. Of such operating expense increase $8,152,000 was attributable to the Quarterly Acquisition Properties.
Discontinued operations decreased by $8,133,000 to $0 in the second quarter of 2003 from $8,133,000 in the second quarter in 2002. This decrease is due to the reduction of gain on sale of real estate and operating income from Tara Village, a 168-unit apartment community located in Tarzana, California, which was sold on June 18, 2002.
Net income decreased by $12,223,000 or 50.9% to $11,789,000 in the second quarter of 2003 from $24,012,000 in the second quarter of 2002. The decrease in net income is mainly attributable to the factors noted above.
Comparison of the Six Months Ended June 30, 2003 to the Six Months Ended June 30, 2002
Average financial occupancy rates of the Operating Partnership's multifamily Same Store Properties (stabilized properties consolidated by the Operating Partnership for each of the six months ended June 30, 2003 and 2002) was 95.4% and 93.5%, for the six months ended June 30, 2003 and 2002, respectively.
The regional breakdown of average financial occupancy for the multifamily Same Store Properties for the six months ended June 30, 2003 and 2002 are as follows:
Six Months Ended
June 30,
----------------------
2003 2002
--------- -----------
Southern California 95.5% 93.2%
Northern California 95.6% 95.1%
Pacific Northwest 94.8% 91.9%
21
Total Revenues increased by $17,047,000 or 17.0% to $117,442,000 in the six months ended June 30, 2003 from $100,395,000 in the six months ended June 30, 2002. The following table sets forth a breakdown of these revenue amounts, including the revenues attributable to the Same Store Properties.
Six Months Ended
June 30,
Number of -------------------- Dollar Percentage
Properties 2003 2002 Change Change
----------- --------- --------- --------- -----------
Revenues:
Property revenues
Same Store Properties
Southern California 22 $ 35,008 $ 33,149 $ 1,859 5.6 %
Northern California 16 25,992 28,576 (2,584) (9.0)
Pacific Northwest 23 20,535 21,212 (677) (3.2)
----------- --------- --------- --------- -----------
Properties 61 81,535 82,937 (1,402) (1.7)
Property revenues - properties
acquired subsequent to
December 31, 2001 (1) 29,642 3,663 25,979 709.2
--------- --------- --------- -----------
Total property revenues 111,177 86,600 24,577 28.4
Interest and other income 6,265 13,795 (7,530) (54.6)
--------- --------- --------- -----------
Total revenues $ 117,442 $ 100,395 $ 17,047 17.0 %
========= ========= ========= ===========
(
As set forth in the above table, the $17,047,000 net increase in total revenues was mainly attributable to an increase of $25,979,000 attributable to multifamily properties acquired subsequent to December 31, 2001, four office buildings, five recreational vehicle parks, two manufactured housing communities, redevelopment communities and development communities, which was offset in part by a decrease in interest and other income of $7,530,000 and a decrease in revenue from the Same Store Properties of $1,402,000. Subsequent to December 31, 2001, the Operating Partnership acquired interests in 21 multifamily properties, two office buildings, five recreational vehicle parks, two manufactured housing communities and achieved stabilized operations in three redevelopment communities and one development community (the "Acquisitions Properties").
Interest and other income decreased by $7,530,000 or 54.6% to $6,265,000 in the six months ended June 30, 2003 from $13,795,000 in the six months ended June 30, 2002. The decrease primarily relates to the payoff or conversion to non- accrual of interest on notes receivable resulting in the decrease in interest income on notes receivables and the sale of co-investment assets resulting in the decrease in income earned on the Operating Partnership's co-investments.
Property revenues from the Same Store Properties decreased by $1,402,000 or 1.7% to $81,535,000 in the six months ended June 30, 2003 from $82,937,000 in the six months ended June 30, 2002. The majority of this decrease was attributable to the 16 Same Store Properties located in Northern California and the 23 Same Store Properties located in the Pacific Northwest. The property revenues of the Same Store Properties in Northern California decreased by $2,584,000 or 9.0% to $25,992,000 in the six months ended June 30, 2003 from $28,576,000 in the six months ended June 30, 2002. The decrease in Northern California is primarily attributable to rental rate decreases offset by an increase in financial occupancy to 95.6% in the six months ended June 30, 2003 from 95.1% in the six months ended June 30, 2002. The property revenues of the Same Store Properties in the Pacific Northwest decreased by $677,000 or 3.2% to $20,535,000 in the six months ended June 30, 2003 from $21,212,000 in the six months ended June 30, 2002. The $677,000 decrease in the Pacific Northwest is primarily attributable to rental rate decreases offset by an increase in financial occupancy to 94.8% in the six months ended June 30, 2003 from 91.9% in the six months ended June 30, 2002. The 22 multifamily residential properties located in Southern California offset the net decrease in total property revenues from the other Same Store Properties. The property revenues for these properties increased by $1,859,000 or 5.6% to $35,008,000 in the six months ended June 30, 2003 from $33,149,000 in the six months ended June 30, 2002. The $1,859,000 increase is primarily attributable to rental rate increases and an increase in financial occupancy to 95.5% in the six months ended June 30, 2003 from 93.2% in the six months ended June 30, 2002.
22
Total Expenses increased by $21,241,000 or approximately 33.4% to $84,918,000 in the six months ended June 30, 2003 from $63,677,000 in the six months ended June 30, 2002. This increase was mainly due to an increase in interest expense $3,889,000 or 22.3% to $21,330,000 in the six months ended June 30, 2003 from $17,441,000 in the six months ended June 30, 2002. The increase in interest expense is due to increases in the mortgage notes payable and line of credit balances. Property operating expenses increased by $16,890,000 or 39.6% to $59,566,000 in the six months ended June 30, 2003 from $42,676,000 in the six months ended June 30, 2002. Of such operating expense increase $15,813,000 was attributable to the Acquisition Properties.
Discontinued operations decreased by $8,286,000 to $0 in the six months ended June 30, 2003 from $8,286,000 in the six months ended June 30, 2002. This decrease is due to the reduction of gain on sale of real estate and operating income from Tara Village, a 168-unit apartment community located in Tarzana, California, which was sold on June 18, 2002.
Net income decreased by $13,479,000 or 36.6% to $23,306,000 in the six months ended June 30, 2003 from $36,785,000 in six months ended June 30, 2002. The decrease in net income is mainly attributable to the factors noted above.
Liquidity and Capital Resources
At June 30, 2003, the Operating Partnership had $8,854,000 of unrestricted cash and cash equivalents. The Operating Partnership expects to meet its short-term liquidity requirements by using its working capital, cash generated from operations, and amounts available under lines of credit or other financings. The Operating Partnership believes that its current net cash flows will be adequate to meet operating requirements and to provide for payment of dividends by the Company in accordance with REIT qualification requirements. The Operating Partnership expects to meet its long-term liquidity requirements relating to property acquisitions and development (beyond the next 12 months) and balloon debt maturities by using a combination of some or all of the following sources: working capital, amounts available on lines of credit, net proceeds from public and private debt and equity issuances, and proceeds from the disposition of properties that may be sold from time to time. There can, however, be no assurance that the Operating Partnership will have access to the debt and equity markets in a timely fashion to meet such future funding requirements or that future working capital and borrowings under the lines of credit will be available, or if available, will be sufficient to meet the Operating Partnership's requirements or that the Operating Partnership will be able to dispose of properties in a timely manner and under terms and conditions that the Operating Partnership deems acceptable.
The Operating Partnership has two outstanding unsecured lines of credit for an aggregate amount of $195,000,000. The first line, in the amount of $165,000,000, matures in May 2004, with an option to extend it for one year thereafter. Outstanding balances under this line of credit bear interest at a rate, which uses a tiered rate structure tied to the Company's corporate ratings, if any, and leverage rating, which has been priced at LIBOR plus 1.10%. At June 30, 2003 the Operating Partnership had $135,000,000 outstanding on this line of credit. In July, 2003 the Operating Partnership expanded this line to $185,000,000. No other terms of this facility were revised. A second line of credit in the amount of $30,000,000 matures in December 2003. Outstanding balances, if any, on this second line bear interest based on a tiered rate structure currently at LIBOR plus 1.10%. At June 30, 2003 the Operating Partnership had $30,000,000 outstanding on this line of credit. At June 30, 2003, these lines of credit bore interest rates of approximately 2.5%. The credit agreements contain debt covenants related to limitations on indebtedness and liabilities, maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization and maintenance of minimum tangible net worth.
In addition, the Fund, the investment fund managed by the Operating Partnership, has an unsecured line of credit for an aggregate amount of $125,000,000. This line matures in December 2003. The line bears interest at LIBOR plus 0.875%. As of June 30, 2003, the line had an outstanding balance of $102,950,000. The line provides for debt covenants relating to limitations on mortgage indebtedness.
In addition to the Operating Partnership's unsecured lines of credit, the Operating Partnership had $662,712,000 of secured indebtedness at June 30, 2003. Such indebtedness consisted of $596,650,000 in fixed rate debt with interest rates varying from 5.5% to 8.2% and maturity dates ranging from 2005 to 2026. The indebtedness also includes $66,062,000 of tax-exempt variable rate demand bonds with interest rates paid during the six months ended June 30, 2003 which averaged 2.7% and maturity dates ranging from 2020 to 2032. The tax-exempt variable rate demand bonds are capped at interest rates ranging from 7.1% to 7.3%.
23
The Operating Partnership's unrestricted cash balance increased by $292,000 from $8,562,000 as of December 31,2002 to $8,854,000 as of June 30, 2003. The Operating Partnership generated $50,100,000 in cash from operating activities, used $31,671,000 cash in investing activities and used $18,137,000 cash in financing activities. The $31,671,000 net cash used in investing activities was primarily a result of $13,399,000 used to fund real estate under development, $7,296,000 used to upgrade rental properties and $5,962,000 used in additions to notes receivables from investees, other related parties and other receivables. The $18,137,000 net cash used in financing activities was primarily a result of $32,993,000 of distributions to the general partner, $25,491,000 of repayments of mortgages and other notes payable and lines of credit, $10,140,000 of distributions to limited partners and minority interest offset by $49,140,000 of proceeds from mortgages and other notes and line of credit.
Non-revenue generating capital expenditures are improvements and upgrades that extend the useful life of the property and are not related to preparing a multifamily property unit to be rented to a tenant. The Operating Partnership expects to incur approximately $375 per weighted average occupancy unit in non- revenue generating capital expenditures for the year ended December 31, 2003. These expenditures do not include the improvements required in connection with the origination of mortgage loans, expenditures for acquisition properties' renovations and improvements, which are expected to generate additional revenue, and renovation expenditures required pursuant to tax-exempt bond financings. The Operating Partnership expects that cash from operations and/or its lines of credit will fund such expenditures. However, there can be no assurance that the actual expenditures incurred during 2003 and/or the funding thereof will not be significantly different than the Operating Partnership's current expectations.
The Operating Partnership is currently developing six multifamily residential projects, with an aggregate of 1,368 multifamily units. Such projects involve certain risks inherent in real estate development. See "Other Matters/ Risk Factors--Risks that Development Activities Will be Delayed or Not Completed and/or Fail to Achieve Expected Results" in Item 1 of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2002. In connection with these development projects, the Operating Partnership has directly, or in some cases through its joint venture partners entered into contractual construction related commitments with unrelated third parties and the total projected estimated cost for these projects is approximately $246,300,000. As of June 30, 2003, the remaining commitment to fund these development projects is approximately $107,700,000, of which approximately $49,300,000 is the Operating Partnership's commitment. The Operating Partnership expects to fund such commitments 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.
Pursuant to existing shelf registration statements, the Company has the capacity to issue up to $342,000,000 of equity securities and the Operating Partnership has the capacity to issue up to $250,000,000 of debt securities.
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 short-term investment grade securities or is used by the Company to reduce balances outstanding under its line of credit.
Essex Apartment Value Fund, L.P. (the "Fund"), is an investment fund organized by the Operating Partnership in 2001. The Fund will be, subject to specific exceptions, the Operating Partnership's exclusive investment vehicle for new investments until the Fund's committed capital has been invested or committed for investments, or if earlier, December 31, 2003. The Fund has total capital commitments of $250 million and is expected to utilize leverage of approximately 65% of the value of the underlying real estate portfolio. The Operating Partnership is committed to invest 21.4% of the aggregate capital committed to the Fund. In addition, Essex will be compensated by the Fund for its asset management, property management, development and redevelopment services and may receive incentive distributions if the Fund exceeds certain financial return benchmarks. At June 30, 2003 the Fund was approximately 90% invested.
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Contractual Obligations and Commercial Commitments
The following table summarizes our contractual obligations and other commitments at June 30, 2003, and the effect such obligations could have on our liquidity and cash flow in future periods:
Less Than 2-3 4-5 Over 5
1 Year Years Years Years Total
(In thousands) --------- --------- --------- --------- ---------
Mortgage notes payable $ 3,315 $ 48,904 $ 83,527 $ 526,966 $ 662,712
Lines of credit 30,000 135,000 -- -- 165,000
Development commitments(1) 49,300 -- -- -- 49,300
Redevelopment commitments(2) 3,500 -- -- -- 3,500
Essex Apartment Value Fund, L.P.
capital commitment 35,615 -- -- -- 35,615
--------- --------- --------- --------- ---------
$ 121,730 $ 183,904 $ 83,527 $ 526,966 $ 916,127
========= ========= ========= ========= =========
New Accounting Pronouncements
In January 2003, the FASB approved for issuance FASB Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities." FIN 46 clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements" to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. FIN 46 may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. The disclosure requirements of FIN 46 are effective for all financial statements initially issued after January 31, 2003. It is reasonably possible that certain of the entities through which and with which the Operating Partnership conducts business, including those described in Notes 3(b) and 5 of the Operating Partnership's December 31, 2002 consolidated financial statements will be deemed to be Variable Interest Entities (VIEs) under the provisions of FIN 46. The total assets and liabilities net of intercompany balances of such entities were estimated at $77,216 and $47,098 at June 30, 2003. The Operating Partnership's estimated maximum exposure to loss would be equal to its investments in these arrangements, which totaled $30,485, as of June 30, 2003. The disclosures provided reflect management's understanding and analysis of FIN 46 based upon information currently available. The evaluation of the Operating Partnership's various arrangements is ongoing and is subject to change in the event additional interpretive guidance is provided by the Financial Accounting Standards Board or others.
In May 2003, the FASB issued Statement of Financial Accounting Standard No. 150 ("FAS 150"), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." FAS 150 requires issuers to classify as liabilities (or assets in some circumstances) three classes of freestanding financial instruments that embody obligations for the issuer. Previously, many such instruments had been classified as equity. A freestanding financial instrument is an instrument that is entered into separately and apart from any of the entity's other financial instruments or equity transactions, or that is entered into in conjunction with some other transaction and is legally detachable and separately exercisable, such as certain put and call options. These provisions are effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Operating Partnership is currently evaluating the impact of FAS 150.
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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 Operating Partnership's expectations, hopes, intentions, beliefs and strategies regarding the future. Forward looking statements include statements regarding the Operating Partnership's expectations as to the timing of completion of current development projects and the stabilization dates of such projects, expectation as to the total projected costs and rental rates of current development projects, beliefs as to the adequacy of future cash flows to meet operating requirements and to provide for dividend payments in accordance with REIT requirements, expectations as to the amount of capital expenditures, expectations as to the amount of non- revenue generating capital expenditures, future acquisitions and developments, the anticipated performance of the Essex Apartment Value Fund, L.P., the anticipated performance of existing properties, and statements regarding the Operating Partnership's financing activities. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including, but not limited to, that the Operating Partnership will fail to achieve its business objectives, that the actual completion of development projects will be subject to delays, that the stabilization dates of such projects will be delayed, that the total projected costs of current development projects will exceed expectations, that such development projects will not be completed, that development 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 the actual non-revenue generating capital expenditures will exceed the Operating Partnership's current expectations, that the Essex Apartment Value Fund will fail to perform as anticipated, that the Operating Partnership's partners in this Fund fail to fund capital commitments as contractually required, that there may be a downturn in the markets in which the Operating Partnership's properties are located, and that the terms of any refinancing may not be as favorable as the terms of existing indebtedness, as well as those risks, special considerations, and other factors discussed under the caption "Potential Factors Affecting Operating Results" below and those discussed under the caption "Other Matters/Risk Factors" in Item 1 of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2002, and those other risk factors and special considerations set forth in the Operating Partnership's other filings with the Securities and Exchange Commission (the "SEC") which may cause the actual results, performance or achievements of the Operating Partnership to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Potential Factors Affecting Future Operating Results
Many factors affect the Operating Partnership's actual financial performance and may cause the Operating Partnership's future results to be different from past performance or trends. These factors include those factors discussed under the caption "Other Matters/Risk Factors" in Item 1 of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2002 and the following:
Economic Environment and Impact on Operating Results
Both the national economy and the economies of the western states in which the Operating Partnership owns, manages and develops properties, some of which are located in high-tech sectors, have been and may continue to be in a recession. The impacts of such recession on operating results can include, and are not limited to, reduction in rental rates, occupancy levels, property valuations and increases in operating costs such as advertising, turnover and repair and maintenance expense.
The Operating Partnership's property type and diverse geographic locations provide some degree of risk moderation but are not immune to a prolonged down cycle in the real estate markets in which the Operating Partnership operates. Although the Operating Partnership believes it is well positioned to meet the challenges ahead, it is possible that further reductions in occupancy and market rental rates will result in reduction of rental revenues, operating income, cash flows, and market value of the Company's shares. Prolonged recession could also affect the Operating Partnership's ability to obtain financing at acceptable rates of interest and to access funds from the disposition of properties at acceptable prices.
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Development and Redevelopment Activities
The Operating Partnership pursues multifamily residential properties and development and redevelopment projects from time to time. Development projects generally require various government and other approvals, the receipt of which cannot be assured. The Operating Partnership's development and redevelopment activities generally entail certain risks, including the following:
These risks may reduce the funds available for distribution to the Company's stockholders. Further, the development and redevelopment of properties is also subject to the general risks associated with real estate investments.
Interest Rate Fluctuations
The Operating Partnership monitors changes in interest rates and believes that it is well positioned from both a liquidity and interest rate risk perspective. However, current interest rates are at historic lows and potentially could increase rapidly to levels more in line with recent levels. The immediate effect of significant and rapid interest rate increases would result in higher interest expense on the Operating Partnership's variable interest rate debt. The effect of prolonged interest rate increases could negatively impact the Operating Partnership's ability to make acquisitions and develop properties at economic returns on investment and the Operating Partnership's ability to refinance existing borrowings at acceptable rates.
Inflation /Deflation
Substantial inflationary or deflationary pressures would likely have a negative effect on rental rates and property operating expenses. The Operating Partnership believes it effectively manages its property and other expenses but understands that substantial annual rates of inflation or deflation could adversely impact operating results.
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Item 3: Quantitative and Qualitative Disclosures About Market Risk
The Operating Partnership is exposed to interest rate changes primarily as a result of its line of credit and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Operating Partnership's real estate investment portfolio and operations. The Operating Partnership'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 Operating Partnership 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 Operating Partnership does not enter into derivative or interest rate transactions for speculative purposes.
The Operating Partnership'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 and sensitivity to interest rate changes.
For the Years Ended 2003 2004 2005 2006 2007 Thereafter Total Fair value
-------- -------- --------- -------- -------- ----------- --------- ---------
Fixed rate debt
(In thousands)
Amount $ 3,315 $ 7,901 $ 41,003 $ 20,397 $ 63,130 $ 460,904 $ 596,650 $ 576,894
Average interest rate 6.9% 6.9% 6.9% 6.9% 6.9% 6.8%
Variable rate debt
(In thousands)
Amount $ 30,000 $135,000 $ -- $ -- $ -- $ 66,062 (1) $ 231,062 $ 231,062
Average interest 2.7% 2.5% -- -- -- 3.0%
(1) Capped at interest rates ranging from 7.1% to 7.3%.
The table incorporates only those exposures that exist as of June 30, 2003; 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, would depend on the exposures that arise during the period, our hedging strategies at the time, and interest rates.
Item 4: Controls and Procedures
As of June 30, 2003, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of Essex Property Trust, Inc., our general partner, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to the Operating Partnership that is required to be included in our periodic filings with the Securities and Exchange Commission. There were no changes in the Operating Partnership's internal control over financial reporting, that occurred during the quarter ended June 30, 2003, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.
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Part II -- Other Information
Item 6: Exhibits and Reports on Form 8-K
10.1 Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership pf Essex Portfolio, L.P. *
31.1 Certification of Keith R. Guericke, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Michael J. Schall, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Keith R. Guericke, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Michael J. Schall, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Management contract or compensatory plan or agreements.
None.
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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)
August 13, 2003
By: /s/ MARK J. MIKL
Mark J. Mikl
First Vice President, Treasurer and Controller
(Authorized Officer and Principal Accounting Officer)
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