UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
o 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.
(Exact name of Registrant as Specified in its Charter)
|
Maryland |
|
77-0369575 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S. Employer Identification Number) |
925 East
Meadow Drive
Palo Alto, California 94303
(Address of Principal Executive Offices including Zip Code)
(650) 494-3700
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ý
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 ý No o
LOCATION OF EXHIBIT INDEX: The index exhibit is contained in Part III, Item 15, on page number 54.
DOCUMENTS INCORPORATED BY REFERENCE:
The following document is incorporated by reference in Part III of the Annual Report on Form 10-K: Proxy statement for the annual meeting of stockholders of Essex Property Trust, Inc. to be held May 10, 2005.
Essex
Portfolio, L.P.
2004 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
ii
As used herein, the terms “Company” and “Essex” mean Essex Property Trust, Inc., a Maryland real estate investment trust, those entities controlled by Essex Property Trust, Inc. and Predecessors of Essex Property Trust, Inc., unless the context indicates otherwise and the term “Operating Partnership” refers to Essex Portfolio, L.P., a California limited partnership, formed on March 15, 1994 as to which the Company owns an approximate 90.3% general partnership interest, as of December 31, 2004 (except with regard to the section entitled “Risk Factors,” below, wherein all reference to the “Company” shall be deemed to be references to the Company and the Operating Partnership, unless the context indicates otherwise).
Forward Looking Statements
This Form 10-K contains forward-looking statement within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Our actual results could differ materially from those set forth in each forward-looking statement. Certain factors that might cause such a difference are discussed in this report, included in the section entitled “Forward-Looking Statements” on page 36 of this Form 10-K.
Description of Business
Essex Portfolio, L.P. (the “Operating Partnership”) is engaged in the ownership, acquisition, development and management of multifamily apartment communities. The Operating Partnership’s multifamily portfolio as of December 31, 2004 consists of ownership interests in 120 properties (comprising 25,518 apartment units), of which 13,755 units are located in Southern California (Los Angeles, Ventura, Orange, San Diego and Riverside counties), 5,810 units are located in Northern California (the San Francisco Bay Area), 5,651 are located in the Pacific Northwest (4,776 units in the Seattle metropolitan area and 875 units in the Portland, Oregon metropolitan area), and 302 units are located in Houston, Texas. In addition, at December 31, 2004, the Operating Partnership has an ownership interest in other real estate assets consisting of four recreational vehicle parks (comprising 698 spaces), five office buildings (totaling approximately 173,540 square feet) and two manufactured housing communities (containing 607 sites), (collectively, together with the Operating Partnership’s multifamily residential properties, the “Properties”). One of the office buildings located in Northern California (Palo Alto) has approximately 17,400 square feet and houses the Operating Partnership’s headquarters and another office building located in Southern California (Woodland Hills) has approximately 38,940 square feet, of which the Operating Partnership occupies approximately 11,200 square feet. The Woodland Hills office building has eight third-party tenants occupying approximately 26,600 feet. The Operating Partnership along with its affiliated entities and joint ventures also has entered into commitments for the development of 645 units in four multifamily communities; of which two are in Northern California and two are in Southern California.
The Company was incorporated in the state of Maryland in March 1994. On June 13, 1994, the Company commenced operations with the completion of an initial public offering (“the Offering”) in which it issued 6,275,000 shares of common stock at $19.50 per share.
The Company conducts substantially all of its activities through Essex Portfolio, L.P. (the “Operating Partnership”). The Company currently owns an approximate 90.3% general partnership interest and members of the Company’s Board of Directors, senior management and certain third-party investors own limited partnership interests of approximately 9.7% in the Operating Partnership. As the sole general partner of the Operating Partnership, the Company has control over the management of the Operating Partnership. The Operating Partnership either controls or has significant influence over the Properties.
The Company’s and the Operating Partnership’s website address is http://www.essexpropertytrust.com. The Operating Partnership’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and the Proxy Statement for its Annual Meeting of Stockholders are all available, free of charge, on our
1
website as soon as practicable after we file the reports with the Securities and Exchange Commission (“SEC”).
References in this Form 10-K to “us,” “we,” or “our” refer to Essex unless indicated otherwise.
Business Objectives
The Operating Partnership’s primary business objective is to maximize funds from operations and total returns to stockholders through active property and portfolio management. The Operating Partnership’s primary business objectives include:
• Active Property Marketing and Management. Maximize, on a per share basis, cash available for distribution and the capital appreciation of its property portfolio through active property marketing and management and, if applicable, redevelopment.
• Selected Expansion of Property Portfolio. Increase, on a per share basis, cash available for distribution through the acquisition and development of multifamily residential properties in selected major metropolitan areas located primarily in the west coast region of the United States.
• Optimal Portfolio Asset Allocations. Enhance financial performance through a portfolio asset allocation program that seeks to increase or decrease the investments in each market based on projected changes in regional economic and local market conditions.
• Management of Capital and Financial Risk. Optimize the Operating Partnership’s capital and financial risk positions by maintaining a conservative leverage ratio and seeking a lower cost of capital.
Business Principles
The Operating Partnership was founded on, has followed, and intends to continue to follow the business principles set forth below:
Property Management. Through its long-standing philosophy of active property management and a customer satisfaction approach, coupled with a discipline of internal cost control, the Operating Partnership seeks to retain tenants, maximize cash flow, enhance property values and compete effectively for new tenants in the marketplace. The Operating Partnership’s Chief Operating Officer, its Senior Vice President of Operations, its Division Managers, its area and regional portfolio managers, and their staff are accountable for the performance and maintenance of the Properties. They supervise on-site managers, provide training for the on-site staff, monitor fiscal performance against budgeted expectations, monitor property performance against competing properties in the area, prepare operating and capital budgets for executive approval, and implement new strategies focused on enhancing tenant satisfaction, increasing revenue, controlling expenses, and creating a more efficient operating environment.
Business Planning and Control. Real estate investment decisions are accompanied by a multiple year plan, to which executives and other managers responsible for obtaining future financial performance must agree. Performance versus plan serves as a significant factor in determining compensation.
Property Type Focus. The Operating Partnership focuses on acquisition and development of multifamily residential communities, containing between 75 and 750 units.
Geographic Focus. The Operating Partnership focuses its property investments in markets that meet the following criteria:
• Major Metropolitan Areas. The Operating Partnership focuses on metropolitan areas having a regional population in excess of one million people. Real estate markets in these areas are typically characterized by a greater number of buyers and sellers and are, therefore, more liquid. Liquidity is an important element for implementing the Operating Partnership’s strategy of varying its portfolio in response to changing market conditions.
• Supply Constraints. The Operating Partnership believes that properties located in real estate markets
2
with limited housing development opportunities may produce increased rental income. When evaluating supply constraints, the Operating Partnership reviews: (i) availability of developable land sites on which competing properties could be readily constructed; (ii) political barriers to growth resulting from a restrictive local political environment regarding development (such an environment, in addition to the restrictions on development itself, is often associated with a lengthy and expensive development process); and (iii) physical barriers to growth, resulting from natural limitations to development, such as mountains or waterways.
• Rental Demand Created by High Cost of Housing. The Operating Partnership concentrates on markets in which the cost of renting compares favorably to the cost of owning a home. In such markets, rent levels tend to be higher and operating expenses and capital expenditures, as a percentage of rent, are often lower in comparison with markets that have a lower cost of owning a home.
• Job Proximity. The Operating Partnership believes that most renters select housing based on its proximity to their jobs and related commuting factors. The Operating Partnership obtains local area information relating to its residential properties and uses this information when making multifamily property acquisition decisions. The Operating Partnership also reviews the location of major employers relative to its portfolio and potential acquisition properties.
Following the above criteria, the Operating Partnership is currently pursuing investment opportunities in selected markets of Northern and Southern California and the Pacific Northwest.
Active Portfolio Management Through Regional Economic Research and Local Market Knowledge. The Operating Partnership was founded on the belief that the key elements of successful real estate investment and portfolio growth include extensive regional economic research and local market knowledge. The Operating Partnership utilizes its economic research and local market knowledge to make appropriate portfolio allocation decisions that it believes will result in better overall operating performance and lower portfolio risk. The Operating Partnership maintains and evaluates:
• Regional Economic Data. The Operating Partnership evaluates and reviews regional economic factors for the markets in which it owns properties and where it considers expanding its operations. The Operating Partnership’s research focuses on regional and sub-market supply and demand for all types of housing, economic diversity, job growth, market depth and the comparison of rents to down payments and occupancy costs associated with for-sale housing.
• Local Market Conditions. Local market knowledge includes (i) local factors that influence whether a sub-market is desirable to tenants; (ii) the extent to which the area surrounding a property is improving or deteriorating; and (iii) local investment market dynamics, including the relationship between the value of a property and its yield, the prospects for capital appreciation and market depth.
Recognizing that all real estate markets are cyclical, the Operating Partnership regularly evaluates the results of regional economic and local market research and adjusts its portfolio allocations accordingly. The Operating Partnership actively manages the allocation of assets within its portfolio. The Operating Partnership seeks to increase its portfolio allocation in markets projected to have the strongest local economies and to decrease such allocations in markets projected to have declining economic conditions. Likewise, the Operating Partnership also seeks to increase its portfolio allocation in markets that have attractive property valuations and to decrease such allocations in markets that have inflated valuations and low relative yields.
Current Business Activities
Essex Portfolio, L.P. (the “Operating Partnership”) was formed in March 1994 and commenced operations on June 13, 1994, when 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 Company has elected to be treated as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986 (“The Code”) as amended.
3
The Company conducts substantially all of its activities through the Operating Partnership, of which it owns an approximate 90.3% general partnership interest. The approximate 9.7% limited partnership interests in the Operating Partnership are owned by directors, officers and employees of the Company and certain third-party investors. As the sole general partner of the Operating Partnership, the Company has operating control over the management of the Operating Partnership. The Operating Partnership either controls or has significant influence over the Properties. From time to time, the Company may invest in properties through the acquisition of an interest in another entity. The Company does not plan to invest in the securities of other entities not engaged in real estate related activities.
The Company has elected to be treated as a real estate investment trust (“REIT”) for federal income tax purposes, commencing with the year ended December 31, 1994. In order to maintain the Company’s compliance with REIT tax rules, the Operating Partnership utilizes taxable REIT subsidiaries (“TRS”) for various revenue generating or investment activities. The TRS’s are consolidated by the Operating Partnership.
Acquisitions
On January 21, 2004, the Operating Partnership purchased the improvements comprising Marina City Club, located in Marina del Rey, California, which include a 101-unit apartment community, an adjacent marina with approximately 340 boat slips and assorted retail space. The total contract price was approximately $27.7 million. The improvements are subject to a long-term ground lease with the County of Los Angeles that expires in 2067. The property is unencumbered.
On January 28, 2004, the Operating Partnership purchased Mountain View Apartments, a 106-unit multifamily community located in Camarillo, California for a contract price of approximately $14.3 million. The property is unencumbered.
On February 27, 2004, the Operating Partnership purchased Fountain Park Apartments, a 705-unit multifamily community located in Playa Vista, California, for a contract price of approximately $124.5 million. In connection with the transactions, the Operating Partnership assumed tax-exempt variable rate bond obligations totaling $83.2 million that mature in 2033. Financing and other agreements require 53% of the apartment homes in Fountain Park to be subject to various rent restrictions based on resident income criteria.
During the second quarter of 2004, the Operating Partnership acquired its partner’s 80% interests in Tierra Vista Apartments, a 404-unit apartment community located in Oxnard, California and The Pointe at Cupertino, a 116-unit apartment community located in Cupertino, California. The combined contract price for the interests was approximately $74.6 million. In conjunction with the transaction, the Operating Partnership assumed a $37.3 million loan with an interest rate of 5.93% that matures on July 1, 2007 for Tierra Vista, and a $14.1 million loan with an interest rate of 4.86%, which matures on November 1, 2012 for The Pointe at Cupertino. As a result of these transactions, the Operating Partnership now consolidates these properties.
On August 6, 2004, the Operating Partnership acquired Vista Belvedere, a 76-unit apartment community located in the Marin County town of Tiburon, California. Essex acquired the multifamily community in a UPREIT structured transaction for an agreed upon value of approximately $17.1 million. The Operating Partnership issued 73,088 operating partnership units to the prior owner. The property is encumbered by a mortgage loan in the principal amount of $11.8 million, with a 5.375% fixed interest rate, an August 2013 maturity date and an option to extend the maturity for one year thereafter at a floating rate of 2.5% over Freddie Mac’s Reference Bill.
On September 29, 2004, the Operating Partnership acquired its partner’s 55% interest in Park Hill, a 245-unit apartment community located in Issaquah, Washington for approximately $1.3 million. In conjunction with the transaction, the Operating Partnership assumed approximately a $21.2 million loan with an interest rate of 6.9%, which matures in July 2009. The Operating Partnership now consolidates this property.
In November 2004, the Operating Partnership acquired Fairwood Pond Apartments, a 194-unit apartment community located in Renton, Washington for approximately $21.1 million and The Esplanade Apartments, a 278-unit apartment community located in San Jose, California for approximately $60.5 million. These properties are unencumbered.
In December 2004, the Operating Partnership acquired two apartment communities – Woodside Village and Pinehurst Apartments – aggregating 173 apartment units, located in Ventura, California, for approximately $28.3 million. These properties are unencumbered.
4
Subsequent Events – Acquisition
On February 2, 2005, the Operating Partnership acquired Cedar Terrace Apartments, a 180-unit apartment community, located in Bellevue, Washington, for approximately $22.3 million. The property is unencumbered.
Dispositions
On August 3, 2004, the Operating Partnership sold The Essex at Lake Merritt, a 270-unit multifamily community located in Oakland, California for an approximate contract price of $88.0 million. In conjunction with this transaction, a company owned TRS originated a participating loan to the buyer in the amount of $5.0 million, which allows the Operating Partnership to participate in approximately one-third of the potential profits related to the condominium conversion of the property. The Operating Partnership’s gain on the sale of The Essex at Lake Merritt is approximately $12.9 million, of which $5.0 million is deferred under the provisions of FAS 66. The deferred gain will be recognized as a realized gain on sale as payments on the participating loan are received. The Operating Partnership continues to provide property management services for the portion of the property not yet converted to condominiums. Recognition of interest income on the loan and the Operating Partnership’s share of the profits, if any, associated with the condominium conversions has been deferred until realized.
At June 30, 2004, Golden Village Recreational Vehicle Park, a property located in Hemet, California and acquired as part of the John M. Sachs merger in December 2002, met the “held for sale” criteria under SFAS 144. In accordance with SFAS 144, assets and liabilities and the results of operations of the property were presented as discontinued operations in the consolidated financial statements for all periods presented. Upon reclassification as held for sale at June 30, 2004, the Operating Partnership presented Golden Village at its estimated fair value less disposal costs which resulted in an impairment charge of approximately $756,000. Such fair value was determined using the contractual sales price pursuant to the contract with the buyer of the property. On July 18, 2004, the Operating Partnership sold Golden Village for $6.7 million. No gain or loss was recognized on the sale.
In the fourth quarter of 2004, the Operating Partnership sold its approximate 49.9% ownership interest in Coronado at Newport – North in connection with the sale of the Fund I assets to an unrelated entity. Please refer to Fund I discussion on page 8.
Subsequent Events – Dispositions
In January 2005, the Operating Partnership sold four non-core assets that were acquired in conjunction with the merger with John M. Sachs, Inc. in 2002. The four non-core assets were: The Riviera Recreational Vehicle Park and The Riviera Manufactured Home Park, both located in Las Vegas, Nevada, and for which the Operating Partnership had previously entered into master lease and option agreements with an unrelated entity; and two small office buildings, located in San Diego California, aggregating 7,200 square feet.
Development
Development communities are defined by the Operating Partnership 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 (defined as 95% physical occupancy). As of December 31, 2004, the Operating Partnership had direct ownership interests in two development communities with an aggregate of 395 multifamily units. During 2004, the Operating Partnership achieved stabilized operations at one development community— Hidden Valley at Parker Ranch, a 324-unit apartment community located in Simi Valley, California, which achieved stabilized operations during the fourth quarter of 2004.
In the fourth quarter of 2004, the Operating Partnership entered into a joint venture to develop a 5-story apartment building aggregating 275 apartment homes in Los Angeles, California. It is anticipated that, upon completion, the community will offer 220 market-rate units and 55 affordable-rate units. The cost to develop this project is estimated at approximately $62.6 million. The joint venture has obtained $47.0 million of tax-exempt
5
bond financing on the project, which will be drawn to fund future construction costs. Essex has originated a $7.4 million mezzanine loan to the joint venture, which bears an interest rate of 14.0%, is subject to various conditions, and matures in December 2009. The Operating Partnership’s limited partnership equity investment is approximately $3.2 million and will, subject to the provisions of the agreements, generally allow the Operating Partnership to receive 75% of the cash flow up to a 22.67% priority return, and 50% of cash flow thereafter. Essex has also provided a construction completion guarantee in the amount of $4.8 million. Pursuant to FIN46R, the Operating Partnership has consolidated this joint venture and eliminated all intercompany accounts.
In connection with the properties currently under development, the Operating Partnership has directly, or in some cases through affiliated joint venture entities, entered into contractual construction-related commitments with unrelated third parties. As of December 31, 2004, the Operating Partnership and its partners are committed to approximately $51.3 million in estimated development expenditures to complete these projects.
The following table sets forth information regarding the Operating Partnership’s development communities at December 31, 2004.
|
Development Communities |
|
Location |
|
Units |
|
Estimated Project |
|
Incurred Project |
|
Projected |
|
||
|
|
|
|
|
|
|
($in millions) |
|
($in millions) |
|
|
|
||
|
The San Marcos Phase II(2) |
|
Richmond, CA |
|
120 |
|
23.9 |
|
21.9 |
|
Jan. 2005 |
|
||
|
Northwest Gateway |
|
Los Angeles, CA |
|
275 |
|
62.6 |
|
13.3 |
|
Jan. 2008 |
|
||
|
Pre-development costs |
|
|
|
|
|
3.1 |
|
3.1 |
|
— |
|
||
|
Total Development Communities |
|
|
|
395 |
|
$ |
89.6 |
|
$ |
38.3 |
|
|
|
(1) Estimated project cost as of December 31, 2004 includes incurred costs and estimated costs to complete the development projects.
(2) The Operating Partnership is the sole owner of this development project.
Redevelopment communities are defined by the Operating Partnership as existing properties owned or recently acquired which have been targeted for additional investment by the Operating Partnership with the expectation of increased financial returns. Redevelopment communities are typically affected by significant construction activity and, as a result, may have less than stabilized operations. As of December 31, 2004, the Operating Partnership has direct ownership interests in six redevelopment communities, which contain 2,512 units.
The following table sets forth information regarding the Operating Partnership’s development communities at December 31, 2004.
|
Redevelopment Communities |
|
Location |
|
Units |
|
Estimated |
|
Incurred |
|
||
|
|
|
|
|
|
|
($in millions) |
|
($in millions) |
|
||
|
Hillcrest Park - Phase II |
|
Newbury Park, CA |
|
608 |
|
$ |
3.6 |
|
$ |
2.9 |
|
|
Kings Road |
|
Los Angeles, CA |
|
196 |
|
6.0 |
|
2.2 |
|
||
|
Coronado at Newport - South (2) |
|
Newport Beach, CA |
|
715 |
|
13.3 |
|
4.4 |
|
||
|
Mira Woods |
|
San Diego, CA |
|
355 |
|
4.9 |
|
0.1 |
|
||
|
Palisades |
|
Bellevue, WA |
|
192 |
|
1.6 |
|
0.2 |
|
||
|
Avondale |
|
Woodland Hills, CA |
|
446 |
|
5.5 |
|
0.3 |
|
||
|
Total Redevelopment Communities |
|
|
|
2,512 |
|
$ |
34.9 |
|
$ |
10.1 |
|
6
(1) Estimated project cost as of December 31, 2004 includes incurred costs and estimated costs to complete the development projects.
(2) The Operating Partnership and Fund I each own an approximate 49.9% interest in this property. This property is in contract to sell in 2005.
Debt Transactions
On February 20, 2004 the Operating Partnership prepaid an $8.7 million non-recourse mortgage with an interest rate of 7.8% that was to mature in January 2007. In conjunction with this transaction, the Operating Partnership paid a $175,000 prepayment fee.
On April 30, 2004 the Operating Partnership renewed its $185.0 million unsecured line of credit facility for a three-year term, with an option to extend it for one year thereafter. The underlying interest rate on this line is based on a tiered rate structure tied to the Operating Partnership’s corporate ratings and is currently LIBOR plus 1.0%.
On May 13, 2004, the Operating Partnership obtained a non-recourse mortgage on a previously unencumbered property in the amount of $30.7 million, with a 5.19% fixed interest rate for a 9-year term, maturing 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.
On November 15, 2004, the Operating Partnership repaid a non-recourse mortgage that matured in the amount of $25.6 million. The interest rate on the loan was 7.1%.
Subsequent Event – Debt
On February 1, 2005, the Operating Partnership obtained a non-recourse mortgage on a previously unencumbered property in the amount of $21.8 million with a 4.94% fixed interest rate for a 9-year term, maturing in March 2014, with an option to extend the maturity for one year thereafter at a floating rate of 2.4% over one month LIBOR. During the extension period, the loan may be paid in full with no prepayment penalty.
On February 16, 2005, the Operating Partnership entered into a $50 million notional forward starting interest rate swap with PNC Bank at a fixed rate of 4.927% and a settlement date on or around October 1, 2007. The Operating Partnership expects to refinance up to $113 million of mortgages that mature in 2007. These mortgages have an effective interest rate of approximately 6.3% as of December 31, 2004. This notional forward starting interest rate swap will be designated as a cash flow hedge under FAS 133 and changes to its fair value prior to settlement will be reflected in Other Comprehensive Income on the Operating Partnership’s consolidated financial statements.
Equity Transactions
On June 14, 2000 the Operating Partnership purchased Waterford Place, a 238-unit apartment community located in San Jose, California for a contract price of $35.0 million and an additional contingent payment. The amount of the contingent payment was disputed and submitted to binding arbitration. As a result of the arbitration, the Operating Partnership was directed to issue an additional 109,874 units of limited partnership interest (“Units”) in the Operating Partnership to the sellers of Waterford Place. On March 31, 2004, the Operating Partnership completed the issuance of these Units to the sellers and redeemed for cash 55,564 Units from these sellers.
In January 2004, the Operating Partnership restructured its previously issued $50.0 million, 9.30% Series D Cumulative Redeemable Preferred Units (“Series D Units”), and its previously issued $80.0 million, 7.875% Series B Cumulative Redeemable Preferred Units (“Series B Units”). The existing distribution rate of 9.30% of the Series D Units continued until July 27, 2004 – the end of the non-call period. On July 28, 2004, the distribution rate on the Series D Units was reduced to 7.875%. The date that the Series D Units can first be redeemed at the Operating Partnership’s option was extended by six years to July 28, 2010. The date that the Series B Units can first be redeemed at the Operating Partnership’s option was extended from February 6, 2003 to December 31, 2009.
7
On September 3, 2004, the Operating Partnership redeemed all of its outstanding, $55 million, 9.25% Series E Cumulative Redeemable Preferred Units of the Operating Partnership, which resulted in a non-cash charge of $1.6 million related to the write-off of the issuance costs.
Essex Apartment Value Fund I (“Fund I”)
Essex Apartment Value Fund, L.P. (“Fund I”), is an investment fund organized by the Operating Partnership in 2001 to add value through rental growth and asset appreciation, utilizing the Operating Partnership’s acquisition, development, redevelopment and asset management capabilities. Fund I was considered fully invested in 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.
Since its formation, Fund I has acquired or developed ownership interests in 19 multifamily residential properties, representing 5,406 apartment units with an aggregate cost of approximately $618.0 million. Fund I also owns the Kelvin Ave. land parcel in Irvine, California, which is planned for development into a 132-unit apartment community.
Prior to 2004, Fund I disposed of two multifamily residential properties, consisting of 530 apartments units for a aggregate contract sales price of approximately $73.2 million.
On August 26, 2004, Fund I sold Palermo Apartments, 230-unit multifamily community located in San Diego, California for a net sales price of $58.2 million. Fund I completed the development of this property at an approximate cost of $44.9 million in 2004.
In the third quarter of 2004, Fund I entered into a purchase and sale agreement with United Dominion Realty, L.P. (“UDR”) for a sale of sixteen apartment communities, totaling 4,646 units owned by Fund I and, with respect to Coronado at Newport North and South, both Fund I’s and the Operating Partnership’s separate ownership interests, for a contract price of $756.0 million. In connection with the transaction, UDR remitted a $10 million earnest money deposit directly to Fund I, which is refundable only in limited circumstances. On September 30, 2004, pursuant to the UDR purchase and sale agreement, Fund I sold seven of the multifamily communities, aggregating 1,777 apartment units at a contract price of approximately $264.0 million. On October 27, 2004, an additional seven of the remaining nine properties, including the Operating Partnership’s approximate 49.9% ownership interest in Coronado at Newport – North, were sold to UDR for a contract price of $322.0 million, of which $267.6 million represents Fund I’s allocated portion of the contract price based on its ownership interest. The remaining two multifamily properties under the UDR agreement that are anticipated to close in 2005 are Coronado at Newport - South, a 715-unit apartment community in Newport Beach, California currently undergoing redevelopment and River Terrace, a newly developed 250-unit apartment community in Santa Clara which is currently in lease up.
The Fund I dispositions in 2004, combined with the sale of its 49.9% direct ownership interest in Coronado at Newport North, resulted in the Operating Partnership recognizing equity income from investments of $38.8 million. The Operating Partnership’s share of the gain on the sale of real estate of $39.3 million was reduced by a $505,000 non-cash loss on the early extinguishment of debt related to the write-off of unamortized loan fees. The Operating Partnership’s general partnership interest provides for “promote distributions” upon attainment of certain financial return benchmarks. During 2004, the Operating Partnership recognized $18.3 million of additional equity income associated with its promote distribution. The Operating Partnership accrued $4.0 million of employee incentive compensation expense related to the Fund I sale, which is included in general and administrative expense in the accompanying consolidated statement of operations.
At December 31, 2004 Fund I owned two development communities with an aggregate of 250 multifamily units and an estimated total cost of $64.1 million, of which $3.6 million remains to be expended and approximately $770,000 is expected to be funded by the Operating Partnership through its capital commitments.
8
The following table sets forth information regarding Fund I’s development communities at December 31, 2004.
|
Development Communities |
|
Location |
|
Units |
|
Estimated Project |
|
Incurred Project |
|
Projected |
|
||
|
|
|
|
|
|
|
($in millions) |
|
($in millions) |
|
|
|
||
|
Fund I |
|
|
|
|
|
|
|
|
|
|
|
||
|
River Terrace |
|
Santa Clara, CA |
|
250 |
|
$ |
57.9 |
|
$ |
54.3 |
|
Jun. 2005 |
|
|
Pre-development - Kelvin Avenue |
|
Irvine, CA |
|
— |
|
6.2 |
|
6.2 |
|
— |
|
||
|
Total Fund I Development Communities |
|
|
|
250 |
|
$ |
64.1 |
|
$ |
60.5 |
|
|
|
(1) Estimated project cost as of December 31, 2004 includes incurred costs and estimated costs to complete the development projects. Estimated project costs for Kelvin Avenue have not been determined.
Essex Apartment Value Fund II (“Fund II”)
On September 27, 2004 the Operating Partnership announced the final closing of the Essex Apartment Value Fund II (“Fund II”). Fund II has eight institutional investors including Essex with combined equity commitments of $265.9 million. Essex has committed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner. Fund II expects to utilize leverage of approximately 65% of the estimated value of the underlying real estate. Fund II will invest in multifamily properties in the Operating Partnership’s targeted West Coast markets with an emphasis on investment opportunities in the Seattle metropolitan area and the San Francisco Bay Area. Subject to certain exceptions, Fund II will be Essex’s exclusive investment vehicle until October 31, 2006, or when Fund II’s committed capital has been invested, whichever occurs first. Consistent with Fund I, Essex will be compensated for its asset management, property management, development and redevelopment services and may receive promote distributions if Fund II exceeds certain financial return benchmarks.
Acquisition Activities
During 2004, Fund II acquired ownership interests in three multifamily properties consisting of 907 units with an aggregate purchase price of approximately $130.0 million. These investments were primarily funded by mortgage loans in the aggregate amount of $76.6 million and the contribution of equity from joint venture partners.
Multifamily properties acquired in 2004 are as follows:
|
Property Name |
|
Location |
|
Units |
|
Contract |
|
Loan |
|
Fixed |
|
Loan |
|
||
|
|
|
|
|
|
|
($in millions) |
|
($in millions) |
|
|
|
|
|
||
|
Carlmont Woods |
|
Belmont, CA |
|
195 |
|
$ |
23.8 |
|
$ |
13.5 |
|
4.89 |
% |
Dec-13 |
|
|
Parcwood |
|
Corona, CA |
|
312 |
|
40.0 |
|
26.6 |
|
4.89 |
% |
Dec-13 |
|
||
|
Harbor Cove |
|
Foster City, CA |
|
400 |
|
66.2 |
|
36.5 |
|
4.89 |
% |
Dec-13 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Total |
|
|
|
907 |
|
$ |
130.0 |
|
$ |
76.6 |
|
|
|
|
|
Subsequent Events – Acquisition
On March 2, 2005, the Fund II acquired Regency Tower Apartment Homes, a 178-unit apartment community, located in Oakland, California, for approximately $21.2 million. In conjunction with the transaction, Fund II originated a new mortgage loan totaling approximately $11.5 million with a fixed interest rate of 5.16%, which matures in February 2014 and has a 1-year variable rate extension period.
9
Offices and Employees
The Operating Partnership is headquartered in Palo Alto, California, and has regional offices in Woodland Hills, California; Irvine, California; San Diego, California; Bellevue, Washington; and Portland, Oregon. As of December 31, 2004, the Operating Partnership had approximately 800 employees.
Environmental Matters
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on, in, to or migrating from such property. Such laws often impose liability without regard as to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s or operator’s ability to sell or rent such property or to borrow using such property as collateral. In addition, persons exposed to such substances, either through soil vapor or ingestion of the substance, may claim personal injury damages. Persons who arrange for the disposal or treatment of hazardous or toxic substances or wastes also may be liable for the costs of removal or remediation of such substances at the disposal or treatment facility to which such substances or wastes were sent, whether or not such facility is owned or operated by such person. In addition, certain environmental laws impose liability for release of asbestos-containing materials (“ACMs”) into the air, and third parties may seek recovery from owners or operators of real properties for personal injury associated with ACMs. In connection with the ownership (direct or indirect), operation, management and development of real properties, the Operating Partnership could be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and costs related to injuries of persons and property.
California has enacted legislation commonly referred to as “Proposition 65” requiring that “clear and reasonable” warnings be given to consumers who are exposed to chemicals known to the State of California to cause cancer or reproductive toxicity, including tobacco smoke. Although we have sought to comply with Proposition 65 requirements, we cannot assure you that we will not be adversely affected by litigation relating to Proposition 65.
Methane gas is a naturally-occurring gas that is commonly found below the surface in several areas of California, particularly in the Southern California coastal areas. Methane is a non-toxic gas, but can be ignitable in confined spaces. Although naturally-occurring, methane gas is not regulated at the state or federal level, some local governments, such as the County of Los Angeles, have imposed requirements that new buildings install detection systems in areas where methane gas is known to be located. Methane gas is also associated with certain industrial activities, such as former municipal waste landfills.
Recently there has been an increasing number of lawsuits against owners and managers of multifamily properties 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. Essex 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. We have adopted programs designed to manage the existence of mold in our properties as well as guidelines for promptly addressing and resolving reports of mold to minimize any impact mold might have on residents or the property.
All of the Properties have been subjected to preliminary environmental assessments, including a review of historical and public data (“Phase I assessments”), by independent environmental consultants. Phase I assessments generally consist of an investigation of environmental conditions at the Property, including a preliminary investigation of the site, an identification of publicly known conditions occurring at properties in the vicinity of the site, an investigation as to the presence of polychlorinated biphenyl’s (“PCBs”), ACMs and above-ground and underground storage tanks presently or formerly at the sites, and preparation and issuance of written reports. As a result of information collected in the Phase I assessments, certain of the Properties were subjected to additional environmental investigations, including, in a some cases, soil sampling or ground water analysis to further evaluate the environmental conditions of those Properties.
The environmental studies revealed the presence of soil and groundwater contamination and the presence of methane and associated gases at certain of the Properties. Based on its current knowledge, the Operating
10
Partnership does not believe the future liabilities associated with the contamination or with the methane gas is material and is not in receipt of any cleanup order from a regulatory agency. Environmental studies also indicate that one of the Properties is located on a former municipal landfill, which has been closed for approximately eighty years. To the Operating Partnership’s knowledge, the property has not been subject to any regulatory requirements since it was initially closed; however, state regulatory agencies have discretion to impose various requirements on closed landfills, including monitoring for methane gas. Limited sampling has indicated there is no methane gas above explosive limits at the property. Based on its current knowledge, the Operating Partnership does not believe that any regulatory requirements or other liabilities associated with this property are material. The environmental studies have also indicated that many of the Properties contain ACM, a common building material prior to the 1980s. The ACM is found primarily in the ceiling textures, floor tiles, and adhesives. To the Operating Partnership’s knowledge, the ACM is in good condition. The Operating Partnership has implemented an operations and maintenance plan to inspect and monitor the ACM to ensure that the ACM remains in good condition and is properly managed. Based on the information contained in the environmental studies, the Operating Partnership believes that there is only a remote risk that the environmental contamination or other conditions at these Properties would lead to a material adverse effect on the Operating Partnership’s financial condition, result of operations, or liquidity. Certain Properties that have been sold by the Operating Partnership were identified as having potential groundwater contamination. While the Operating Partnership does not anticipate any losses or costs related to groundwater contamination on Properties that have been sold, it is possible that such losses or costs may materialize in the future.
Except with respect to three Properties, the Operating Partnership has no indemnification agreements from third parties for potential environmental clean-up costs at its Properties. The Operating Partnership has no way of determining at this time the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions or violations with respect to the properties formerly owned by the Operating Partnership. No assurance can be given that existing environmental studies with respect to any of the Properties reveal all environmental liabilities, that any prior owner or operator of a Property did not create any material environmental condition not known to the Operating Partnership, or that a material environmental condition does not otherwise exist as to any one or more of the Properties. The Operating Partnership has limited insurance coverage for the types of environmental liabilities described above.
Insurance
The Operating Partnership carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the Properties. There are, however, certain types of extraordinary losses, such as, for example, losses for terrorism or earthquake, for which the Operating Partnership may not have sufficient insurance coverage. Substantially all of the Properties are located in areas that are subject to earthquake activity. The Operating Partnership has obtained earthquake insurance for most the Properties. Most of the Properties are included in an earthquake insurance program that is subject to an aggregate limit of $80.0 million payable upon a covered loss in excess of a $15.0 million self-insured retention amount and a 5% deductible. In the future, the Operating Partnership may selectively exclude properties from being covered by earthquake insurance based on management’s evaluation of the following factors: (i) the availability of coverage on terms acceptable to the Operating Partnership, (ii) the location of the property and the amount of seismic activity affecting that region, and, (iii) the age of the property and building codes in effect at the time of construction. Despite earthquake coverage on most of the Operating Partnership’s Properties, should a property sustain damage as a result of an earthquake, the Operating Partnership may incur losses due to deductibles, co-payments and losses in excess of applicable insurance, if any.
Although the Operating Partnership may carry insurance for potential losses associated with its properties, employees, residents, and compliance with applicable laws, it may still incur losses due to uninsured risks, deductibles, co-payments or losses in excess of applicable insurance coverage.
Competition
The Operating Partnership’s Properties compete for tenants with similar properties primarily on the basis of location, rent charged, services provided, and the design and condition of the improvements. Competition for tenants from competing properties affects the amount of rent charged as well as rental growth rates, vacancy rates, rental concessions, deposit amounts, and the services and features provided at each property. While economic conditions
11
are generally stable in the Operating Partnership’s target markets, a prolonged economic downturn could have a material adverse effect on the Operating Partnership’s financial position, results of operations or liquidity.
The Operating Partnership also experiences competition when attempting to acquire properties that meet its investment criteria. Such competing buyers include domestic and foreign financial institutions, other REITs, life insurance companies, pension funds, trust funds, partnerships and individual investors.
Working Capital
The Operating Partnership expects to meet its short-term liquidity requirements by using its working capital, cash generated from operations, and its amounts available on lines of credit. The Operating Partnership believes that its future net cash flows and borrowing capacity will be adequate to meet operating requirements and to provide for payment of dividends by the Operating Partnership in accordance with REIT qualification requirements. The Operating Partnership has line of credit facilities in the committed amount of approximately $285.0 million. At December 31, 2004 the Operating Partnership had an outstanding balance of $249.5 million under these line of credit facilities.
Risk Factors
Our operations involve various risks that could have adverse consequences including, without limitation, reductions in funds from operations, impairing our ability to make distributions to shareholders, and failure to qualify as a REIT. These risks include, among others, the following:
We depend on our key personnel
Our success depends on our ability to attract and retain the services of executive officers, senior officers and Operating Partnership managers. There is substantial competition for qualified personnel in the real estate industry and the loss of several of our key personnel could have an adverse effect on us.
Debt Financing
At December 31, 2004, we had approximately $1.317 billion of indebtedness (including $438.3 million of variable rate indebtedness, of which $152.7 million is subject to interest rate protection agreements).
We are subject to the risks normally associated with debt financing, including the following:
• cash flow may not be sufficient to meet required payments of principal and interest;
• inability to refinance existing indebtedness on encumbered properties;
• the terms of any refinancing may not be as favorable as the terms of existing indebtedness;
• inability to comply with debt covenants which could cause an acceleration of the maturity date; and
• repaying debt before the scheduled maturity date could result in prepayment penalties.
Uncertainty of Ability to Refinance Balloon Payments
At December 31, 2004, we had an aggregate of approximately $1.317 billion of mortgage debt and line of credit borrowings, most of which are subject to balloon payments of principal. We do not expect to have sufficient cash flows from operations to make all of such balloon payments when due under these mortgages and the line of
12
credit borrowings.
At December 31, 2004, these mortgages and lines of credit borrowings had the following scheduled principal payments:
2005—$18.7 million;
2006—$24.7 million;
2007—$280.7 million (includes lines of credit balance of $155.8 million as of December 31, 2004);
2008—$154.5 million;
2009—$139.9 million (includes lines of credit balance of $93.7 million as of December 31, 2004);
2010 and thereafter—$698.5 million.
We may not be able to refinance such mortgage indebtedness or lines of credit. The properties subject to these mortgages could be foreclosed upon or otherwise transferred to the mortgagee. This could cause us to lose income and asset value. Alternatively, we may be required to refinance the debt at higher interest rates. If we are unable to make such payments when due, a mortgage lender could foreclose on the property securing the mortgage, which could have a material adverse effect on our financial condition and results of operations.
Economic Environment and Impact on Operating Results
Both the national economy and the economies of the western states in which we own, manage and develop properties, some of which are concentrated in high-tech sectors, have been affected by an economic downturn and may in the future again be affected by an economic downturn. The impact of such downturn on our operating results can include, without limitation, reduction in rental rates, occupancy levels, property valuations and increases in operating costs such as advertising, turnover and repair and maintenance expense.
Our property type and diverse geographic locations provide some degree of risk moderation but we are not immune to a prolonged economic downturn in the real estate markets in which we operate. Although we believe we are well positioned to meet the challenges ahead, it is possible that reductions in occupancy and market rental rates will result in reduction of rental revenues, operating income, cash flows, and the market value of our shares. A prolonged downturn could also affect our ability to obtain financing at acceptable rates of interest and to access funds from the disposition of properties at acceptable prices.
Risk of Rising Interest Rates
At December 31, 2004, we had approximately $188.8 million of long-term variable rate indebtedness bearing interest at floating rates tied to the rate of short-term tax-exempt revenue bonds (which mature at various dates from 2006 through 2034), and $249.5 million of variable rate indebtedness under our lines of credit, of which $155.8 million bears interest at 1.0% over LIBOR and $93.7 million bearing interest at the Freddie Mac Reference Rate plus from 0.55% to 0.60%. A portion of the long-term variable rate indebtedness of approximately $152.7 million is subject to interest rate protection agreements, which may reduce the risks associated with fluctuations in interest rates. The remaining $285.6 million of long-term variable rate indebtedness is not subject to any interest rate protection agreements. An increase in interest rates may have an adverse effect on our net income and results of operations.
Current interest rates are at historic lows and could potentially increase rapidly. Significant and rapid interest rate increases would result in higher interest expense on our variable rate indebtedness. Prolonged interest rate increases could negatively impact our ability to make acquisitions and develop properties at economic returns on investment and our ability to refinance existing borrowings at acceptable rates.
13
Risk of Inflation /Deflation
Substantial inflationary or deflationary pressures could have a negative effect on rental rates and property operating expenses.
Risk of Losses on Interest Rate Hedging Arrangements
We have, from time to time, entered into agreements to reduce the risks associated with increases in interest rates, and may continue to do so. Although these agreements may partially protect against rising interest rates, these agreements also may reduce the benefits to us when interest rates decline. We cannot assure you that we can refinance any such hedging arrangements or that we will be able to enter into other hedging arrangements to replace existing ones if interest rates decline. Furthermore, interest rate movements during the term of interest rate hedging arrangements may result in a gain or loss on our investment in the hedging arrangement. In addition, if a hedging arrangement is not indexed to the same rate as the indebtedness that is hedged, we may be exposed to losses to the extent that the rate governing the indebtedness and the rate governing the hedging arrangement change independently of each other. Finally, nonperformance by the other party to the hedging arrangement may subject us to increased credit risks. In order to minimize counterparty credit risk, our policy is to enter into hedging arrangements only with large financial institutions.
Acquisition Activities: Risks that Acquisitions Will Fail to Meet Expectations
We intend to continue to acquire multifamily residential properties. There are risks that acquired properties will fail to perform as expected. Our estimates of future income, expenses and the costs of improvements or redevelopment that are necessary to allow us to market an acquired property as originally intended may prove to be inaccurate. We expect to finance future acquisitions, in whole or in part, under various forms of secured or unsecured financing or through the issuance of partnership units by the Operating Partnership or related partnerships or additional equity by Essex. The use of equity financing, rather than debt, for future developments or acquisitions could dilute the interest of Essex’s existing stockholders. If we finance new acquisitions under existing lines of credit, there is a risk that, unless we obtain substitute financing, Essex may not be able to secure further lines of credit for new development or such lines of credit may be not available on advantageous terms.
Also, we may not be able to refinance our existing lines of credit upon maturity, or the terms of such refinancing may not be as favorable as the terms of the existing indebtedness. Further, acquisitions of properties are subject to the general risks associated with real estate investments. For further information regarding these risks, please see “Adverse Effect to Property Income and Value Due to General Real Estate Investment Risks.”
Risks that Development Activities Will Be Delayed, not Completed, and/or Fail to Achieve Expected Results
We pursue multifamily residential property development projects and these projects generally require various governmental and other approvals, which we cannot assure you that we will receive. Our development activities generally entail certain risks, including the following:
• funds may be expended and management’s time devoted to projects that may not be completed;
• construction costs of a project may exceed original estimates, possibly making the project economically unfeasible;
• development projects may be delayed due to, without limitation, adverse weather conditions, labor shortages, or unforeseen complications;
• occupancy rates and rents at a completed project may be less than anticipated; and
• costs at a completed development may be higher than anticipated.
These risks may reduce the funds available for distribution to Essex’s stockholders. Further, the
14
development of properties is also subject to the general risks associated with real estate investments. For further information regarding these risks, please see “Adverse Effect to Property Income and Value Due to General Real Estate Investment Risks.”
The Geographic Concentration of the Properties and Fluctuations in Local Markets May Adversely Impact Our Financial Conditions and Results of Operations
We derived significant amounts of rental revenues for the year ended December 31, 2004 from properties concentrated in Southern California (Los Angeles, Ventura, Orange, San Diego and Riverside counties), Northern California (the San Francisco Bay Area), and the Pacific Northwest (the Seattle, Washington and Portland, Oregon metropolitan areas). As of December 31, 2004, of our 120 ownership interests in multifamily residential properties, 90 are located in California. As a result of this geographic concentration, if a local property market performs poorly, the income from the properties in that market could decrease. As a result of such a decrease in income, we may be unable to pay expected dividends to our stockholders. The performance of the economy in each of these areas affects occupancy, market rental rates and expenses and, consequently, impacts the income generated from the properties and their underlying values. The financial results of major local employers also may impact the cash flow and value of certain of the properties. Economic downturns in the local markets in which we own properties could have a negative impact on our financial condition and results of operations.
Competition in the Multifamily Residential Market May Adversely Affect Operations and the Rental Demand For Our Properties
There are numerous housing alternatives that compete with our multifamily properties in attracting residents. These include other multifamily rental apartments and single-family homes that are available for rent in the markets in which the properties are located. The properties also compete for residents with new and existing homes and condominiums that are for sale. If the demand for our properties is reduced or if competitors develop and/or acquire competing properties on a more cost-effective basis, rental rates may drop, which may have a material adverse affect on our financial condition and results of operations.
We also face competition from other real estate investment trusts, businesses and other entities in the acquisition, development and operation of properties. Some of the competitors are larger and have greater financial resources than we do. This competition may result in increased costs of properties we acquire and/or develop.
Debt Financing on Properties May Result in Insufficient Cash Flow
Where possible, we intend to continue to use leverage to increase the rate of return on our investments and to provide for additional investments that we could not otherwise make. There is a risk that the cash flow from the properties will be insufficient to meet both debt payment obligations and the distribution requirements of the real estate investment trust provisions of the Internal Revenue Code. We may obtain additional debt financing in the future, through mortgages on some or all of the properties. These mortgages may be recourse, non-recourse, or cross-collateralized. As of December 31, 2004, Essex had 75 of its 115 consolidated multifamily properties encumbered by debt. Of the 75 properties, 53 are secured by deeds of trust relating solely to those properties, and with respect to the remaining 22 properties, 5 cross-collateralized mortgages are secured by 8 properties, 6 properties, 3 properties, 3 properties and 2 properties, respectively. The holders of this indebtedness will have a claim against these properties and, to the extent indebtedness is cross-collateralized, lenders may seek to foreclose upon properties, which are not the primary collateral for their loan. This, in turn, may accelerate other indebtedness secured by properties. Foreclosure of properties would reduce our income and asset value.
Dividend Requirements as a Result Of Preferred Stock May Lead to a Possible Inability to Sustain Dividends
The Operating Partnership currently has $130 million in aggregate of Series B Cumulative Redeemable Preferred Units (the “Series B Preferred Units”)and Series D Cumulative Redeemable Preferred Units (the “Series D Preferred Units”) outstanding. In addition, the Company has approximately $25 million of Series F Cumulative
15
Redeemable Preferred Stock (“Series F Preferred Stock”) outstanding. The Series B Preferred Units, the Series D Preferred Units, and the Series F Preferred Stock are collectively referred to as the “Preferred Equity”.
The terms of the Series F Preferred Stock and of the preferred stock into which each series of Preferred Units are exchangeable provide for certain cumulative preferential cash distributions per each share of preferred stock. These terms also provide that while such preferred stock is outstanding, Essex cannot authorize, declare, or pay any distributions on the Common Stock, unless all distributions accumulated on all shares of such preferred stock have been paid in full. The distributions payable on such preferred stock may impair Essex’s ability to pay dividends on its Common Stock.
If Essex wishes to issue any Common Stock in the future (including, upon exercise of stock options), the funds required to continue to pay cash dividends at current levels will be increased. Essex’s ability to pay dividends will depend largely upon the performance of the Properties and other properties that may be acquired in the future.
Essex’s ability to pay dividends on its stock is further limited by the Maryland General Corporation Law. Under the Maryland General Corporation Law, Essex may not make a distribution on stock if, after giving effect to such distribution, either:
• we would not be able to pay our indebtedness as it becomes due in the usual course of business; or
• our total assets would be less than our total liabilities.
If Essex cannot pay dividends on its stock, Essex’s status as a real estate investment trust may be jeopardized.
Resale of Shares Pursuant to our Effective Registration Statement May Have an Adverse Effect on the Market Price of the Shares
Pursuant to the acquisition of John M. Sachs, Inc., a real estate company, in December 2002, we issued 2,719,875 shares of common stock, as partial consideration for the acquisition, to the trusts that were the shareholders of that company. In connection with the acquisition, Essex entered into a registration rights agreement with these trusts, pursuant to which in January 2003 we filed a registration statement on Form S-3 in order to enable the resale of these shares of common stock. In an amendment to this registration statement filed in April 2003, we also registered, pursuant to certain registration rights, 50,000 shares of common stock which are issuable to the trusts in connection with certain contractual obligations and 2,270,490 shares of common stock which are issuable upon exchange of limited partnership interests in the Operating Partnership. These limited partnership interests are held by senior members of our management, certain members of our Board of Directors and certain outside investors, or the Operating Partnership holders, and comprise approximately 9.7% of the limited partnership interests of the Operating Partnership as of December 31, 2004. In addition, the Operating Partnership has invested in certain real estate partnerships. In the 2003 registration statement, we also registered, pursuant to certain registration rights, 1,473,125 shares of common stock, which are issuable upon redemption of all of the limited partnership interests in such real estate partnerships. In sum, this 2003 registration statement covers in aggregate 6,513,490 shares of our common stock. The resale of the shares of common stock pursuant to the registration statement may have an adverse effect on the market price of our shares.
Our Chairman is Involved in Other Real Estate Activities and Investments, Which May Lead to Conflicts of Interest
Our Chairman, George M. Marcus is not an employee of Essex. Mr. Marcus owns interests in various other real estate-related businesses and investments. He is the Chairman of The Marcus & Millichap Company, or “MM”, which is a holding company for certain real estate brokerage and services companies. MM has an interest in Pacific Property Company, a company that invests in West Coast multifamily residential properties. In 1999 we sold an office building to MM, which Essex previously occupied as its corporate headquarters.
Mr. Marcus has agreed not to divulge any information that may be received by him in his capacity as
16
Chairman of Essex to any of his affiliated companies and that he will absent himself from any and all discussions by the Essex Board of Directors regarding any proposed acquisition and/or development of a multifamily property where it appears that there may be a conflict of interest with any of his affiliated companies. Notwithstanding this agreement, Mr. Marcus and his affiliated entities may potentially compete with us in acquiring and/or developing multifamily properties, which competition may be detrimental to us. In addition, due to such potential competition for real estate investments, Mr. Marcus and his affiliated entities may have a conflict of interest with us, which may be detrimental to the interests of Essex’s stockholders.
The Influence of Executive Officers, Directors and Significant Stockholders May Be Detrimental to Holders of Common Stock
As of December 31, 2004, George M. Marcus, the Chairman of our Board of Directors, wholly or partially owned 1,752,111 shares of common stock (including shares issuable upon exchange of limited partnership interests in the Operating Partnership and certain other partnerships and assuming exercise of all vested options). This represents approximately 7.6% of the outstanding shares of our common stock. Mr. Marcus currently does not have majority control over us. However, he currently has, and likely will continue to have, significant influence with respect to the election of directors and approval or disapproval of significant corporate actions. Consequently, his influence could result in decisions that do not reflect the interests of all our stockholders.
Under the partnership agreement of the Operating Partnership, the consent of the holders of limited partnership interests is generally required for any amendment of the agreement and for certain extraordinary actions. Through their ownership of limited partnership interests and their positions with us, our directors and executive officers, including Mr. Marcus and Mr. William A. Millichap, a director of Essex, have substantial influence on us. Consequently, their influence could result in decisions that do not reflect the interests of all stockholders.
Further pursuant to our acquisition of John M. Sachs, Inc. in December 2002, we issued, as partial consideration for the acquisition, 2,719,875 shares of our common stock and an additional 35,860 shares of common stock in July 2003 to the trusts that were the shareholders of that company. As a result of this issuance, these trusts own, as of December 31, 2004, in aggregate, approximately 10% of our outstanding common stock. Pursuant to their ownership interest in Essex, these trusts may have significant influence over us. Such influence could result in decisions that do not reflect the interest of all our stockholders.
The Voting Rights of Preferred Stock May Allow Holders of Preferred Stock to Impede Actions that Otherwise Benefit Holders of Common Stock
In general, the holders of Series F Preferred stock and of the preferred stock into which our preferred units are exchangeable do not have any voting rights. However, if full distributions are not made on any outstanding preferred stock for six quarterly distributions periods, the holders of preferred stock who have not received distributions, voting together as a single class, will have the right to elect two additional directors to serve on Essex’s Board of Directors. These voting rights continue until all distributions in arrears and distributions for the current quarterly period on the preferred stock have been paid in full. At that time, the holders of the preferred stock are divested of these voting rights, and the term and office of the directors so elected immediately terminates.
In addition, while any shares of Series F Preferred Stock or shares of preferred stock into which the preferred units are exchangeable are outstanding, Essex may not without the consent of the holders of two-thirds of the outstanding shares of each series of preferred stock, each voting separately as a single class:
• authorize or create any class of series of stock that ranks senior to such preferred stock with respect to the payment of dividends, rights upon liquidation, dissolution or winding-up of our business;
• amend, alter or repeal the provisions of Essex’s Charter or Bylaws, that would materially and adversely affect the rights of such preferred stock; or
• in the case of the preferred stock into which our preferred units are exchangeable, merge or consolidate with another entity or transfer substantially all of its assets to another entity, except if such preferred stock remains outstanding with the surviving entity and has the same terms and in certain other
17
circumstances.
These voting rights of the preferred stock may allow holders of preferred stock to impede or veto actions that would otherwise benefit the holders of Essex’s Common Stock.
The Redemption Rights of the Series B Preferred Units, Series D Preferred Units and Series F Preferred Stock may be Detrimental to Holders of Common Stock
Upon the occurrence of one of the following events, the terms of the Operating Partnership’s Series B and D Preferred Units require it to redeem all of such units and the terms of the Company’s Series F Preferred Stock provide the holders of the majority of the outstanding Series F Preferred Stock the right to require the Company to redeem all of such stock:
• the Company completes a “going private” transaction and its common stock is no longer registered under the Securities Exchange Act of 1934, as amended:
• the Company completes a consolidation or merger or sale of substantially all of its assets and the surviving entity’s debt securities do not possess an investment grade rating; or
• the Company fails to qualify as a REIT
The aggregate redemption price of the Series B Preferred Units would be $80 million, the aggregate redemption price of the Series D Preferred Units would be $50 million and the aggregate redemption price of the Series F Preferred Stock would be $25 million, plus, in each case, any accumulated distributions.
These redemption rights may discourage or impede transactions that might otherwise be in the interest of holders of common stock. Further, these redemption rights might trigger in situations where the Operating Partnership needs to conserve its cash reserves, in which event such redemption might adversely affect the Operating Partnership and its common holders.
Maryland Business Combination Law May Not Allow Certain Transactions Between us and Affiliates to Proceed Without Compliance with Such Law
The Maryland General Corporation Law establishes special requirements for “business combinations” between a Maryland corporation and “interested stockholders” unless exemptions are applicable. An interested stockholder is any person who beneficially owns ten percent or more of the voting power of the then-outstanding voting stock.
The law also requires a supermajority stockholder vote for such transactions. This means that the transaction must be approved by at least:
• 80% of the votes entitled to be cast by holders of outstanding voting shares; and
• 66% of the votes entitled to be cast by holders of outstanding voting shares other than shares held by the interested stockholder with whom the business combination is to be effected.
However, as permitted by the statute, the Board of Directors of Essex irrevocably has elected to exempt any business combination by us, George M. Marcus, William A. Millichap, who are the chairman and a director of Essex, respectively, and MM or any entity owned or controlled by Messrs. Marcus and Millichap and MM. Consequently, the super-majority vote requirement described above will not apply to any business combination between us and Mr. Marcus, Mr. Millichap, or MM. As a result, we may in the future enter into business combinations with Messrs. Marcus and Millichap and MM, without compliance with the super-majority vote requirements and other provisions of the Maryland General Corporation Law.
18
Anti-Takeover Provisions Contained in the Operating Partnership Agreement, Charter, Bylaws, and Certain Provisions of Maryland Law Could Delay, Defer or Prevent a Change in Control
While Essex is the sole general partner of the Operating Partnership, and generally has full and exclusive responsibility and discretion in the management and control of the Operating Partnership, certain provisions of the Operating Partnership’s partnership agreement place limitations on Essex’s ability to act with respect to the Operating Partnership. Such limitations could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stock or otherwise be in the best interest of the stockholders or that could otherwise adversely affect the interest of Essex’s stockholders. The partnership agreement provides that if the limited partners own at least 5% of the outstanding units of limited partnership interest in the Operating Partnership, Essex cannot, without first obtaining the consent of a majority-in-interest of the limited partners in the Operating Partnership, transfer all or any portion of our general partner interest in the Operating Partnership to another entity. Such limitations on Essex’s ability to act may result in our being precluded from taking action that the Board of Directors believes is in the best interests of Essex’s stockholders. In addition, as of December 31, 2004, one individual, George M. Marcus, held or controlled more than 50% of the outstanding units of limited partnership interest in the Operating Partnership, allowing such actions to be blocked by a small number of limited partners.
Essex’s Charter authorizes the issuance of additional shares of common stock or preferred stock and the setting of the preferences, rights and other terms of such preferred stock without the approval of the holders of the common stock. We may establish one or more series of preferred stock that could delay, defer or prevent a transaction or a change in control. Such a transaction might involve a premium price for our stock or otherwise be in the best interests of the holders of common stock. Also, such a class of preferred stock could have dividend, voting or other rights that could adversely affect the interest of holders of common stock.
Essex’s Charter, as well as Essex’s stockholder rights plan, also contains other provisions that may delay, defer or prevent a transaction or a change in control that might be in the best interest of Essex’s stockholders. Essex’s stockholder rights plan is designed, among other things, to prevent a person or group from gaining control of us without offering a fair price to all of Essex’s stockholders. Also, the Bylaws may be amended by the Board of Directors to include provisions that would have a similar effect, although Essex presently has no such intention. The Charter contains ownership provisions limiting the transferability and ownership of shares of capital stock, which may have the effect of delaying, deferring or preventing a transaction or a change in control. For example, subject to receiving an exemption from the Board of Directors, potential acquirers may not purchase more than 6% in value of the stock (other than qualified pension trusts which can acquire 9.9%). This may discourage tender offers that may be attractive to the holders of common stock and limit the opportunity for stockholders to receive a premium for their shares of common stock.
In addition, the Maryland General Corporations Law restricts the voting rights of shares deemed to be “control shares.” Under the Maryland General Corporations Law, “control shares” are those which, when aggregated with any other shares held by the acquirer, entitle the acquirer to exercise voting power within specified ranges. Although the Bylaws exempt Essex from the control share provisions of the Maryland General Corporations Law, the Board of Directors may amend or eliminate the provisions of the Bylaws at any time in the future. Moreover, any such amendment or elimination of such provision of the Bylaws may result in the application of the control share provisions of the Maryland General Corporations Law not only to control shares which may be acquired in the future, but also to control shares previously acquired. If the provisions of the Bylaws are amended or eliminated, the control share provisions of the Maryland General Corporations Law could delay, defer or prevent a transaction or change in control that might involve a premium price for the stock or otherwise be in the best interests of Essex’s stockholders.
Bond Compliance Requirements May Limit Income From Certain Properties
At December 31, 2004, we had approximately $188.8 million of variable rate tax-exempt financing relating to the Inglenook Court Apartments, Wandering Creek Apartments, Treetops Apartments, Huntington Breakers Apartments, Camarillo Oaks Apartments, Fountain Park and Parker Ranch Apartments and $15.5 million of fixed rate tax-exempt financing related to Meadowood Apartments. This tax-exempt financing subjects these properties to certain deed restrictions and restrictive covenants. We expect to engage in tax-exempt financings in the future. In addition, the Internal Revenue Code and rules and regulations thereunder impose various restrictions, conditions and requirements excluding interest on qualified bond obligations from gross income for federal income tax purposes.
19
The Internal Revenue Code also requires that at least 20% of apartment units be made available to residents with gross incomes that do not exceed a specified percentage, generally 50%, of the median income for the applicable family size as determined by the Housing and Urban Development Department of the federal government. In addition to federal requirements, certain state and local authorities may impose additional rental restrictions. These restrictions may limit income from the tax-exempt financed properties if we are required to lower rental rates to attract residents who satisfy the median income test. If Essex does not reserve the required number of apartment homes for residents satisfying these income requirements, the tax-exempt status of the bonds may be terminated, the obligations under the bond documents may be accelerated and we may be subject to additional contractual liability.
Adverse Effect To Property Income And Value Due To General Real Estate Investment Risks
Real property investments are subject to a variety of risks. The yields available from equity investments in real estate depend on the amount of income generated and expenses incurred. If the properties do not generate sufficient income to meet operating expenses, including debt service and capital expenditures, cash flow and the ability to make distributions to stockholders will be adversely affected. The performance of the economy in each of the areas in which the properties are located affects occupancy, market rental rates and expenses.
Consequently, the income from the properties and their underlying values may be impacted. The financial results of major local employers may have an impact on the cash flow and value of certain of the properties as well.
Income from the properties may be further adversely affected by, among other things, the following factors:
• the general economic climate;
• local economic conditions in which the properties are located, such as oversupply of housing or a reduction in demand for rental housing;
• the attractiveness of the properties to tenants;
• competition from other available space;
• Essex’s ability to provide for adequate maintenance and insurance; and
• increased operating expenses.
Also, as leases on the properties expire, tenants may enter into new leases on terms that are less favorable to us. Income and real estate values also may be adversely affected by such factors as applicable laws (e.g., the Americans With Disabilities Act of 1990 and tax laws), interest rate levels and the availability and terms of financing. In addition, real estate investments are relatively illiquid and, therefore, our ability to vary our portfolio promptly in response to changes in economic or other conditions may be quite limited.
Essex’s Joint Ventures and Joint Ownership of Properties and Partial Interests in Corporations and Limited Partnerships Could Limit Essex’s Ability to Control Such Properties and Partial Interests
Instead of purchasing properties directly, we have invested and may continue to invest as a co-venturer. Joint venturers often have shared control over the operation of the joint venture assets. Therefore, it is possible that the co-venturer in an investment might become bankrupt, or have economic or business interests or goals that are inconsistent with our business interests or goals, or be in a position to take action contrary to our instructions or requests, or our policies or objectives. Consequently, a co-venturer’s actions might subject property owned by the joint venture to additional risk. Although we seek to maintain sufficient influence of any joint venture to achieve its objectives, we may be unable to take action without our joint venture partners’ approval, or joint venture partners could take actions binding on the joint venture without consent. Additionally, should a joint venture partner become bankrupt, we could become liable for such partner’s share of joint venture liabilities.
From time to time, we, through the Operating Partnership, invest in corporations, limited partnerships, limited liability companies or other entities that have been formed for the purpose of acquiring, developing or managing real property. In certain circumstances, the Operating Partnership’s interest in a particular entity may be
20
less than a majority of the outstanding voting interests of that entity. Therefore, the Operating Partnership’s ability to control the daily operations of such an entity may be limited. Furthermore, the Operating Partnership may not have the power to remove a majority of the board of directors (in the case of a corporation) or the general partner or partners (in the case of a limited partnership) of such an entity in the event that its operations conflict with the Operating Partnership’s objectives. In addition, the Operating Partnership may not be able to dispose of its interests in such an entity. In the event that such an entity becomes insolvent, the Operating Partnership may lose up to its entire investment in and any advances to the entity. In addition, we have and in the future may enter into transactions that could require us to pay the tax liabilities of partners, which contribute assets into joint ventures or the Operating Partnership, in the event that certain taxable events, which are within our control, occur. Although we plan to hold the contributed assets or defer recognition of gain on their sale pursuant to the like-kind exchange rules under Section 1031 of the Internal Revenue Code we can provide no assurance that we will be able to do so and if such tax liabilities were incurred they can expect to have a material impact on our financial position.
Dedicated Investment Activities and Other Factors Specifically Related to Essex Apartment Value Fund II, L.P.
In 2004, we organized an investment fund, Essex Apartment Value Fund II, L.P.(“Fund II”), which will be, subject to specific exceptions, our exclusive investment vehicle for new investment until at least 90% of Fund II’s committed capital has been invested or committed for investments, or if earlier, October 31, 2006. We are committed to invest 28.2% of the aggregate capital committed to Fund II. Fund II involves risks to us such as the following: our partners in Fund II might become bankrupt (in which event we might become generally liable for the liabilities of Fund II); have economic or business interests or goals that are inconsistent with our business interests or goals; fail to fund capital commitments as contractually required; or fail to approve decisions regarding Fund II that are in our best interest. We will, however, generally seek to maintain sufficient influence over Fund II to permit it to achieve its business objectives.
Investments In Mortgages And Other Real Estate Securities
We may invest in securities related to real estate, which could adversely affect our ability to make distributions to stockholders. We may purchase securities issued by entities, which own real estate and may also invest in mortgages or unsecured debt obligations. These mortgages may be first, second or third mortgages that may or may not be insured or otherwise guaranteed. In general, investments in mortgages include the following risks:
• that the value of mortgaged property may be less than the amounts owed, causing realized or unrealized losses;
• the borrower may not pay indebtedness under the mortgage when due, requiring us to foreclose, and the amount recovered in connection with the foreclosure may be less than the amount owed;
• that interest rates payable on the mortgages may be lower than our cost of funds; and
• in the case of junior mortgages, that foreclosure of a senior mortgage would eliminate the junior mortgage.
If any of the above were to occur, cash flows from operations and our ability to make expected dividends to stockholders could be adversely affected.
Possible Environmental Liabilities
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on, in, to or migrating from such property. Such laws often impose liability without regard as to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s or operator’s ability to sell or rent such
21
property or to borrow using such property as collateral. In addition, persons exposed to such substances, either through soil vapor or ingestion of the substances, may claim personal injury damages. Persons who arrange for the disposal or treatment of hazardous or toxic substances or wastes also may be liable for the costs of removal or remediation of such substances at the disposal or treatment facility to which such substances or wastes were sent, whether or not such facility is owned or operated by such person. In addition, certain environmental laws impose liability for release of asbestos-containing materials (“ACMs”) into the air, and third parties may seek recovery from owners or operators of real properties for personal injury associated with ACMs. In connection with the ownership (direct or indirect), operation, management and development of real properties, the Operating Partnership could be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and costs related to injuries of persons and property.
Investments in real property create a potential for environmental liabilities on the part of the owner of such real property. We carry certain limited insurance coverage for this type of environmental risk. We have conducted environmental studies which revealed the presence of groundwater contamination at certain properties. Such contamination at certain of these properties was reported to have migrated on-site from adjacent industrial manufacturing operations. The former industrial users of the properties were identified as the source of contamination. The environmental studies noted that certain properties are located adjacent to any possible down gradient from sites with known groundwater contamination, the lateral limits of which may extend onto such properties. The environmental studies also noted that at certain of these properties, contamination existed because of the presence of underground fuel storage tanks, which have been removed. In general, in connection with the ownership, operation, financing, management and development of real properties, we may be potentially liable for removal or clean-up costs, as well as certain other costs and environmental liabilities. We may also be subject to governmental fines and costs related to injuries to persons and property.
Recently there has been an increasing number of lawsuits against owners and managers of multifamily properties 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. Essex 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. We have adopted programs designed to manage the existence of mold in our properties as well as guidelines for promptly addressing and resolving reports of mold to minimize any impact mold might have on residents or the property.
California has enacted legislation commonly referred to as “Proposition 65” requiring that “clear and reasonable” warnings be given to consumers who are exposed to chemicals known to the State of California to cause cancer or reproductive toxicity, including tobacco smoke. Although we have sought to comply with Proposition 65 requirements, we cannot assure you that we will not be adversely affected by litigation relating to Proposition 65.
Methane gas is a naturally-occurring gas that is commonly found below the surface in several areas of California, particularly in the Southern California coastal areas. Methane is a non-toxic gas, but can be ignitable in confined spaces. Although naturally-occurring, methane gas is not regulated at the state or federal level, some local governments, such as the County of Los Angeles, have imposed requirements that new buildings install detection systems in areas where methane gas is known to be located. Methane gas is also associated with certain industrial activities, such as former municipal waste landfills.
Except with respect to three Properties, the Operating Partnership has no indemnification agreements from third parties for potential environmental clean-up costs at its Properties. The Operating Partnership has no way of determining at this time the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions or violations with respect to the properties formerly owned by the Operating Partnership. No assurance can be given that existing environmental studies with respect to any of the Properties reveal all environmental liabilities, that any prior owner or operator of a Property did not create any material environmental condition not known to the Operating Partnership, or that a material environmental condition does not exist as to any one or more of the Properties. The Operating Partnership has limited insurance coverage for the types of environmental liabilities described above.
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General Uninsured Losses
We have a comprehensive insurance program covering our property and operating activities. There are, however, certain types of extraordinary losses for which we may not have sufficient insurance. Accordingly, we may sustain uninsured losses due to insurance deductibles, self-insured retention, uninsured claims or casualties, or losses in excess of applicable coverage.
Changes In Real Estate Tax And Other Laws
Generally we do not directly pass through costs resulting from changes in real estate tax laws to residential property tenants. We also do not generally pass through increases in income, service or other taxes, to tenants under leases. These costs may adversely affect funds from operations and the ability to make distributions to stockholders. Similarly, compliance with changes in (i) laws increasing the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions or (ii) rent control or rent stabilization laws or other laws regulating housing may result in significant unanticipated expenditures, which would adversely affect funds from operations and the ability to make distributions to stockholders.
Changes In Financing Policy; No Limitation On Debt
We have adopted a policy of maintaining a debt-to-total-market-capitalization ratio of less than 50%. The calculation of debt-to-total-market-capitalization is as follows: total property indebtedness divided by the sum of total property indebtedness plus total equity market capitalization.
As used in the above formula, total equity market capitalization is equal to the aggregate market value of the outstanding shares of common stock (based on the greater of current market price or the gross proceeds per share from public offerings of the outstanding shares plus any undistributed net cash flow), assuming the conversion of all limited partnership interests in the Operating Partnership into shares of common stock and the gross proceeds of the preferred units of the Operating Partnership. Based on this calculation (including the current market price and excluding undistributed net cash flow), our debt-to-total-market-capitalization ratio was approximately 36.4% as of December 31, 2004.
Our organizational documents do not limit the amount or percentage of indebtedness that may be incurred. Accordingly, the Board of Directors of Essex could change current policies and the policies of the Operating Partnership regarding indebtedness. If we changed these policies, we could incur more debt, resulting in an increased risk of default on our obligations and the obligations of the Operating Partnership, and an increase in debt service requirements that could adversely affect our financial condition and results of operations. Such increased debt could exceed the underlying value of the properties.
We have elected to be taxed as a REIT under the Internal Revenue Code. Our qualification as a REIT requires us to satisfy numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our control. Although we intend that our current organization and method of operation enable us to qualify as a REIT, we cannot assure you that we so qualify or that we will be able to remain so qualified in the future. Future legislation, new regulations, administrative interpretations or court decisions could adversely affect our ability to qualify as a REIT or adversely affect our stockholders. If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at corporate rates, and would not be allowed to deduct dividends paid to our shareholders in computing our taxable income. We may also be disqualified from treatment as a REIT for the four taxable years following the year in which we failed to qualify. The additional tax liability would reduce our net earnings available for investment or distribution to stockholders. In addition, we would no longer be required to make distributions to our stockholders. Even if we continue to qualify as a REIT, we will continue to be subject to certain federal, state and local taxes on
23
our income and property.
We have established several taxable REIT subsidiaries. Despite our qualifications as a REIT, our taxable REIT subsidiaries must pay federal income tax on their taxable income. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm’s length in nature.
Other Matters
Certain Policies of the Operating Partnership
The Operating Partnership intends to continue to operate in a manner that will not subject it to regulation under the Investment Company Act of 1940. The Operating Partnership has in the past five years and may in the future (i) issue securities senior to its Common Stock, (ii) fund acquisition activities with borrowings under its line of credit and (iii) offer shares of Common Stock and/or units of limited partnership interest in the Operating Partnership or affiliated partnerships as partial consideration for property acquisitions. The Operating Partnership from time to time acquires partnership interests in partnerships and joint ventures, either directly or indirectly through subsidiaries of the Operating Partnership, when such entities’ underlying assets are real estate. In general, the Operating Partnership does not (i) underwrite securities of other issuers or (ii) actively trade in loans or other investments.
The Operating Partnership primarily invests in multifamily properties in Southern California (Los Angeles, Ventura, Orange, San Diego and Riverside counties), Northern California (the San Francisco Bay Area), and the Pacific Northwest (the Seattle, Washington and Portland, Oregon metropolitan areas). The Operating Partnership currently intends to continue to invest in multifamily properties in such regions, but may change such policy without a vote of the stockholders. In connection with the Sachs’ portfolio acquisition in December 2002, the Operating Partnership has acquired two properties in Nevada and one property in Texas. The two properties located in Nevada were disposed of in January 2005.
The policies discussed above may be reviewed and modified from time to time by the Board of Directors without the vote of the stockholders.
The Operating Partnership’s property portfolio as of December 31, 2004 (including partial ownership interests) consists of ownership interests in 120 multifamily properties (comprising 25,518 apartment units), of which 13,755 units are located in Southern California (Los Angeles, Ventura, Orange, San Diego and Riverside counties), 5,810 units are located in Northern California (the San Francisco Bay Area), 5,651 of which are located in the Pacific Northwest (4,776 units in the Seattle metropolitan area and 875 units in the Portland, Oregon metropolitan area), and 302 units are located in Houston, Texas. In addition, at December 31, 2004, the Operating Partnership owns other real estate assets consisting of four recreational vehicle parks (comprising 698 spaces), five office buildings (totaling approximately 173,540 square feet) and two manufactured housing communities (containing 607 sites). One office building, which is located in Northern California (Palo Alto), has approximately 17,400 square feet and houses the Operating Partnership’s headquarters. Another office building, located in Southern California (Woodland Hills), has approximately 38,940 square feet, of which the Operating Partnership occupies approximately 11,200 square feet. The Woodland Hills office building has eight third party tenants occupying approximately 26,600 feet. The Operating Partnership along with its affiliated entities and joint ventures also have entered into commitments for the development of 645 units in four multifamily communities; two of which are in Northern California and two in Southern California. See “Development” in Item 1 of this Annual Report on Form 10-K for a list of our properties under development.
24
The Operating Partnership’s multifamily properties accounted for 99% of the Operating Partnership’s property revenues for the year ended December 31, 2004.
Occupancy Rates
The 120 multifamily residential properties had an average occupancy, based on “financial occupancy,” during the year ended December 31, 2004, of approximately 96%. With respect to stabilized multifamily properties with sufficient operating history, occupancy figures are based on financial occupancy, which is defined as the percentage resulting from dividing actual rental revenue by total possible rental revenue. Actual rental revenue represents contractual 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 may not completely reflect short-term trends in physical occupancy and financial occupancy rates as disclosed by other REITs may not be comparable to our calculation of financial occupancy.
As of December 31, 2004, the headquarters building was 100% occupied by the Operating Partnership and the Southern California office building was 97% occupied, based on physical occupancy. With respect to office buildings, occupancy figures are based on “physical occupancy” which refers to the percentage resulting from dividing leased and occupied square footage by rentable square footage. With respect to recreational vehicle parks, manufactured housing communities, or multifamily properties which have not yet stabilized or have insufficient operating history, occupancy figures are based on “physical occupancy” which refers to the percentage resulting from dividing leased and occupied units by rentable units.
For the year ended December 31, 2004, none of the Operating Partnership’s Properties had book values equal to 10% or more of total assets of the Operating Partnership or gross revenues equal to 10% or more of aggregate gross revenues of the Operating Partnership.
Multifamily Residential Properties
The Operating Partnership’s multifamily Properties are generally suburban garden apartments and townhomes comprising multiple clusters of two and three story buildings situated on three to fifteen acres of land. The multifamily properties have on average 210 units, with a mix of studio, one, two and some three-bedroom units. A wide variety of amenities are available at each apartment community, including covered parking, fireplaces, swimming pools, clubhouses with complete fitness facilities, volleyball and playground areas and tennis courts.
The Operating Partnership selects, trains and supervises a full team of on-site service and maintenance personnel. The Operating Partnership believes that its customer service approach enhances its ability to retain tenants and that its multifamily Properties were built well and have been maintained well since acquisition.
Office Buildings
The Operating Partnership’s corporate headquarters is located in a two-story office building with approximately 17,400 square feet located at 925 East Meadow Drive, Palo Alto, California. The Operating Partnership acquired this property in 1997. The Operating Partnership also owns an office building in Southern California (Woodland Hills), comprised of approximately 38,940 square feet building, of which the Operating Partnership occupies approximately 11,200 square feet at December 31, 2004. The building has eight third party tenants occupying approximately 26,600 feet. The largest single tenant occupies approximately 10,900 square feet. The Operating Partnership acquired this property in 2001. The Operating Partnership also has two small office buildings comprising approximately 7,200 square feet that are located in San Diego, California, which were sold in January 2005 for $1.3 million. The Operating Partnership has a mortgage loan receivable on an office building with approximately 110,000 square feet located in Irvine, California, which is consolidated under FIN 46R.
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Recreational Vehicle Parks
The Operating Partnership owns four recreational vehicle parks (comprising of 698 spaces), acquired in the Operating Partnership’s December 2002 acquisition of John M. Sachs, Inc., located in El Cajon, California; San Jaciento, California; and Las Vegas Nevada. The recreational vehicle park located in Las Vegas, Nevada was sold in January 2005.
The Operating Partnership owns manufactured housing communities (containing 607 sites), acquired in the Operating Partnership’s December 2002 acquisition of John M. Sachs, Inc., located in Vista, California and Las Vegas, Nevada.
During the fourth quarter of 2003, the Operating Partnership entered into lease and purchase option agreements with unrelated third parties related to its five recreational vehicle parks that are comprised of 1,717 spaces, and two manufactured housing communities that contain 607 sites. Based on the agreements, the unrelated third parties have an option to purchase the assets in approximately four years for approximately $41.7 million – a 5% premium to the gross book value of the assets. Under the lease agreements Essex is to receive a fixed monthly lease payment in addition to a non-refundable upfront payment that will be amortized over approximately five years (the life of the lease). During 2004, the Operating Partnership granted the lessees of one manufactured housing community and two recreational vehicle parks the right to exercise their purchase agreements in 2004. On July 18, 2004 the Operating Partnership sold Golden Village Recreational Vehicle Park for $6.7 million. As of December 31, 2004 Riviera RV Resort and Riviera Mobile Home Park met the “held for sale” criteria under SFAS 144. In accordance with SFAS 144, assets and liabilities and the results of operations of the properties are presented as discontinued operations in the consolidated financial statements for all periods presented. On January 20, 2005 the Operating Partnership sold Riviera RV Resort and Riviera Mobile Home Park for $14.9 million.
The following tables describe the Operating Partnership’s Properties as of December 31, 2004. The first table describes the Operating Partnership’s multifamily residential properties and the second table describes the Operating Partnership’s other real estate assets.
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|
Multifamily Residential Properties (1) |
|
Location |
|
Units |
|
Rentable |
|
Year |
|
Year |
|
Occupancy(2) |
|
|
Southern California |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alpine Country |
|
Alpine, CA |
|
108 |
|
81,900 |
|
1986 |
|
2002 |
|
92 |
% |
|
Alpine Village |
|
Alpine, CA |
|
306 |
|
254,400 |
|
1971 |
|
2002 |
|
94 |
% |
|
Barkley Apartments(3)(4) |
|
Anaheim, CA |
|
161 |
|
139,800 |
|
1984 |
|
2000 |
|
96 |
% |
|
Vista Pointe(5) |
|
Anaheim, CA |
|
286 |
|
242,400 |
|
1968 |
|
1985 |
|
94 |
% |
|
Bonita Cedars |
|
Bonita, CA |
|
120 |
|
120,800 |
|
1983 |
|
2002 |
|
97 |
% |
|
Camarillo Oaks |
|
Camarillo, CA |
|
564 |
|
459,000 |
|
1985 |
|
1996 |
|
94 |
% |
|
Mountain View |
|
Camarillo, CA |
|
106 |
|
83,900 |
|
1980 |
|
2004 |
|
95 |
% |
|
Cambridge |
|
Chula Vista, CA |
|
40 |
|
22,100 |
|
1965 |
|
2002 |
|
96 |
% |
|
Woodlawn Colonial |
|
Chula Vista, CA |
|
159 |
|
104,500 |
|
1974 |
|
2002 |
|
96 |
% |
|
Mesa Village |
|
Clairemont, CA |
|
133 |
|
43,600 |
|
1963 |
|
2002 |
|
97 |
% |
|
Parcwood(6) |
|
Corona, CA |
|
312 |
|
270,000 |
|
1989 |
|
2004 |
|
97 |
% |
|
Casa Tierra |
|
El Cajon, CA |
|
40 |
|
28,700 |
|
1972 |
|
2002 |
|
98 |
% |
|
Coral Gardens |
|
El Cajon, CA |
|
200 |
|
182,000 |
|
1976 |
|
2002 |
|
96 |
% |
|
Tierra del Sol/Norte |
|
El Cajon, CA |
|
156 |
|
117,000 |
|
1969 |
|
2002 |
|
97 |
% |
|
Grand Regency |
|
Escondido, CA |
|
60 |
|
42,400 |
|
1967 |
|
2002 |
|
99 |
% |
|
Valley Park(7) |
|
Fountain Valley, CA |
|
160 |
|
169,700 |
|
1969 |
|
2001 |
|
97 |
% |
|
Capri at Sunny Hills(7) |
|
Fullerton, CA |
|
100 |
|
128,100 |
|
1961 |
|
2001 |
|
96 |
% |
|
Wilshire Promenade(8) |
|
Fullerton, CA |
|
149 |
|
128,000 |
|
1992 |
|
1997 |
|
95 |
% |
|
Montejo(7) |
|
Garden Grove, CA |
|
124 |
|
103,200 |
|
1974 |
|
2001 |
|
98 |
% |
|
Hampton Court (Columbus) |
|
Glendale, CA |
|
83 |
|
71,500 |
|
1974(9) |
|
1999 |
|
98 |
% |
|
Hampton Place (Loraine) |
|
Glendale, CA |
|
132 |
|
141,500 |
|
1970(10) |
|
1999 |
|
97 |
% |
|
Devonshire |
|
Hemet, CA |
|
276 |
|
207,200 |
|
1988 |
|
2002 |
|
94 |
% |
|
Huntington Breakers |
|
Huntington Beach, CA |
|
342 |
|
241,700 |
|
1984 |
|
1997 |
|
97 |
% |
|
Hillsborough Park |
|
La Habra, CA |
|
235 |
|
215,500 |
|
1999 |
|
1999 |
|
98 |
% |
|
Trabuco Villas |
|
Lake Forest, CA |
|
132 |
|
131,000 |
|
1985 |
|
1997 |
|
98 |
% |
|
Marbrisa |
|
Long Beach, CA |
|
202 |
|
122,800 |
|
1987 |
|
2002 |
|
97 |
% |
|
Pathways |
|
Long Beach, CA |
|
296 |
|
197,700 |
|
1975 |
|
1991 |
|
97 |
% |
|
Bunker Hill |
|
Los Angeles, CA |
|
456 |
|
346,600 |
|
1968 |
|
1998 |
|
96 |
% |
|
City Heights(5) |
|
Los Angeles, CA |
|
687 |
|
424,100 |
|
1968 |
|
2000 |
|
96 |
% |
|
Cochran Apartments |
|
Los Angeles, CA |
|
58 |
|
51,400 |
|
1989 |
|
1998 |
|
99 |
% |
|
Kings Road(11) |
|
Los Angeles, CA |
|
196 |
|
132,100 |
|
1979 |
|
1997 |
|
93 |
% |
|
Park Place |
|
Los Angeles, CA |
|
60 |
|
48,000 |
|
1988 |
|
1997 |
|
99 |
% |
|
Windsor Court |
|
Los Angeles, CA |
|
58 |
|
46,600 |
|
1988 |
|
1997 |
|
99 |
% |
|
Marina City Club(12) |
|
Los Angeles, CA |
|
101 |
|
127,200 |
|
1971 |
|
2004 |
|
94 |
% |
|
Mirabella |
|
Marina Del Rey, CA |
|
188 |
|
176,800 |
|
2000 |
|
2000 |
|
96 |
% |
|
Mira Woods Villa(13) |
|
Mira Mesa, CA |
|
355 |
|
262,600 |
|
1962 |
|
2002 |
|
95 |
% |
|
Hillcrest Park (Mirabella) |
|
Newbury Park, CA |
|
608 |
|
521,900 |
|
1973(14)(15) |
|
1998 |
|
94 |
% |
|
Coronado at Newport South(16) |
|
Newport Beach, CA |
|
715 |
|
498,700 |
|
1968 |
|
1999 |
|
96 |
% |
|
Fairways(17) |
|
Newport Beach, CA |
|
74 |
|
107,100 |
|
1972 |
|
1999 |
|
95 |
% |
|
Country Villas |
|
Oceanside, CA |
|
180 |
|
179,700 |
|
1976 |
|
2002 |
|
95 |
% |
|
Mariners Place |
|
Oxnard, CA |
|
105 |
|
77,200 |
|
1987 |
|
2000 |
|
98 |
% |
|
Tierra Vista(18) |
|
Oxnard, CA |
|
404 |
|
387,100 |
|
2001 |
|
2001 |
|
95 |
% |
|
Monterey Villas (Village Apartments) |
|
Oxnard, CA |
|
122 |
|
122,100 |
|
1974(19) |
|
1997 |
|
96 |
% |
|
Monterra del Mar (Windsor Terrace) |
|
Pasadena, CA |
|
123 |
|
74,400 |
|
1972(20) |
|
1999 |
|
98 |
% |
|
Monterra del Rey (Glenbrook) |
|
Pasadena, CA |
|
84 |
|
73,100 |
|
1972(21) |
|
1999 |
|
97 |
% |
|
Monterra del Sol (Euclid) |
|
Pasadena, CA |
|
85 |
|
69,200 |
|
1972(22) |
|
1999 |
|
96 |
% |
|
Villa Angelina(7) |
|
Placentia, CA |
|
256 |
|
217,600 |
|
1970 |
|
2001 |
|
97 |
% |
|
Fountain Park |
|
Playa Vista, CA |
|
705 |
|
608,900 |
|
2002 |
|
2004 |
|
92 |
% |
|
Highridge(7) |
|
Rancho Palos Verdes, CA |
|
255 |
|
290,200 |
|
1972 |
|
1997 |
|
97 |
% |
27
|
Multifamily Residential Properties (1) |
|
Location |
|
Units |
|
Footage |
|
Built |
|
Acquired |
|
Occupancy(2) |
|
|
Southern California (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bluffs II, The(23) |
|
San Diego, CA |
|
224 |
|
126,700 |
|
1974 |
|
1997 |
|
97 |
% |
|
Emerald Palms |
|
San Diego, CA |
|
152 |
|
133,000 |
|
1986 |
|
2002 |
|
96 |
% |
|
Summit Park |
|
San Diego, CA |
|
300 |
|
229,400 |
|
1972 |
|
2002 |
|
96 |
% |
|
Vista Capri - East |
|
San Diego, CA |
|
26 |
|
16,800 |
|
1967 |
|
2002 |
|
97 |
% |
|
Vista Capri - North |
|
San Diego, CA |
|
106 |
|
51,800 |
|
1975 |
|
2002 |
|
97 |
% |
|
Hearthstone(7) |
|
Santa Ana, CA |
|
140 |
|
154,800 |
|
1970 |
|
2001 |
|
95 |
% |
|
Treehouse(7) |
|
Santa Ana, CA |
|
164 |
|
135,700 |
|
1970 |
|
2001 |
|
95 |
% |
|
Carlton Heights |
|
Santee, CA |
|
70 |
|
48,400 |
|
1979 |
|
2002 |
|
97 |
% |
|
Meadowood |
|
Simi Valley, CA |
|
320 |
|
264,500 |
|
1986 |
|
1996 |
|
94 |
% |
|
Hidden Valley (Parker Ranch)(24) |
|
Simi Valley, CA |
|
324 |
|
310,900 |
|
2004 |
|
2004 |
|
90 |
% |
|
Shadow Point |
|
Spring Valley, CA |
|
172 |
|
131,200 |
|
1983 |
|
2002 |
|
96 |
% |
|
Lofts at Pinehurst, The (Villa Scandia) |
|
Ventura, CA |
|
118 |
|
71,100 |
|
1971(25) |
|
1997 |
|
96 |
% |
|
Pinehurst |
|
Ventura, CA |
|
28 |
|
21,200 |
|
1973 |
|
2004 |
|
100 |
% |
|
Woodside Village |
|
Ventura, CA |
|
145 |
|
136,500 |
|
1987 |
|
2004 |
|
97 |
% |
|
Walnut Heights |
|
Walnut, CA |
|
163 |
|
146,700 |
|
1964 |
|
2003 |
|
93 |
% |
|
Avondale at Warner Center(26) |
|
Woodland Hills, CA |
|
446 |
|
331,000 |
|
1970 |
|
1999 |
|
96 |
% |
|
|
|
|
|
13,755 |
|
11,202,700 |
|
|
|
|
|
96 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northern California |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlmont Woods(6) |
|
Belmont, CA |
|
195 |
|
107,200 |
|
1971 |
|
2004 |
|
99 |
% |
|
Brookside Oaks (7) |
|
Cupertino, CA |
|
170 |
|
119,900 |
|
1973 |
|
2000 |
|
95 |
% |
|
Point at Cupertino, The (Westwood)(18) |
|
Cupertino, CA |
|
116 |
|
135,200 |
|
1963(27) |
|
1998 |
|
95 |
% |
|
Harbor Cove(7) |
|
Foster City, CA |
|
400 |
|
306,600 |
|
1971 |
|
2004 |
|
98 |
% |
|
Mountain Vista(28). |
|
Fremont, CA |
|
526 |
|
433,100 |
|
1975 |
|
2000 |
|
94 |
% |
|
Stevenson Place |
|
Fremont, CA |
|
200 |
|
146,200 |
|
1971(29) |
|
1983 |
|
94 |
% |
|
Treetops |
|
Fremont, CA |
|
172 |
|
131,200 |
|
1978 |
|
1996 |
|
95 |
% |
|
Wimbledon Woods |
|
Hayward, CA |
|
560 |
|
462,400 |
|
1975 |
|
1998 |
|
95 |
% |
|
Summerhill Commons |
|
Newark, CA |
|
184 |
|
139,000 |
|
1987 |
|
1987 |
|
94 |
% |
|
San Marcos (Vista del Mar) |
|
Richmond, CA |
|
312 |
|
292,700 |
|
2003 |
|
2003 |
|
89 |
% |
|
Mt. Sutro Terrace |
|
San Francisco, CA |
|
99 |
|
64,000 |
|
1973 |
|
1999 |
|
95 |
% |
|
The Carlyle |
|
San Jose, CA |
|
132 |
|
129,200 |
|
2000 |
|
2000 |
|
95 |
% |
|
Waterford Place |
|
San Jose, CA |
|
238 |
|
219,600 |
|
2000 |
|
2000 |
|
99 |
% |
|
Esplanade. |
|
San Jose, CA |
|
278 |
|
279,000 |
|
2002 |
|
2004 |
|
95 |
% |
|
Bel Air |
|
San Ramon, CA |
|
462 |
|
391,000 |
|
1988(30) |
|
1995 |
|
97 |
% |
|
Eastridge |
|
San Ramon, CA |
|
188 |
|
174,100 |
|
1988 |
|
1996 |
|
95 |
% |
|
Foothill Gardens |
|
San Ramon, CA |
|
132 |
|
155,100 |
|
1985 |
|
1997 |
|
97 |
% |
|
Twin Creeks |
|
San Ramon, CA |
|
44 |
|
51,700 |
|
1985 |
|
1997 |
|
97 |
% |
|
Le Parc Luxury Apartments (Plumtree) |
|
Santa Clara, CA |
|
140 |
|
113,200 |
|
1975(31) |
|
1994 |
|
98 |
% |
|
Marina Cove (32) |
|
Santa Clara, CA |
|
292 |
|
250,200 |
|
1974 |
|
1994 |
|
97 |
% |
|
Bristol Commons |
|
Sunnyvale, CA |
|
188 |
|
142,600 |
|
1989 |
|
1995 |
|
97 |
% |
|
Oak Pointe |
|
Sunnyvale, CA |
|
390 |
|
294,100 |
|
1973 |
|
1988 |
|
96 |
% |
|
Summerhill Park |
|
Sunnyvale, CA |
|
100 |
|
78,500 |
|
1988 |
|
1988 |
|
95 |
% |
|
Windsor Ridge |
|
Sunnyvale, CA |
|
216 |
|
161,800 |
|
1989 |
|
1989 |
|
97 |
% |
|
Vista Belvedere. |
|
Tiburon, CA |
|
76 |
|
78,300 |
|
1963 |
|
2004 |
|
95 |
% |
|
|
|
|
|
5,810 |
|
4,855,900 |
|
|
|
|
|
96 |
% |
28
|
Multifamily Residential Properties (1) |
|
Location |
|
Units |
|
Rentable |
|
Year |
|
Year |
|
Occupancy(2) |
|
|
|
Pacific Northwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seattle, Washington Metropolitan Area |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerald Ridge |
|
Bellevue, WA |
|
180 |
|
144,000 |
|
1987 |
|
1994 |
|
95 |
% |
|
|
Foothill Commons |
|
Bellevue, WA |
|
360 |
|
288,300 |
|
1978 |
|
1990 |
|
95 |
% |
|
|
Palisades, The |
|
Bellevue, WA |
|
192 |
|
159,700 |
|
1977 |
|
1990 |
|
97 |
% |
|
|
Sammamish View |
|
Bellevue, WA |
|
153 |
|
133,500 |
|
1986 |
|
1994 |
|
98 |
% |
|
|
Woodland Commons |
|
Bellevue, WA |
|
236 |
|
172,300 |
|
1978 |
|
1990 |
|
95 |
% |
|
|
Canyon Pointe |
|
Bothell, WA |
|
250 |
|
210,400 |
|
1990 |
|
2003 |
|
94 |
% |
|
|
Inglenook Court |
|
Bothell, WA |
|
224 |
|
183,600 |
|
1985 |
|
1994 |
|
95 |
% |
|
|
Salmon Run at Perry Creek |
|
Bothell, WA |
|
132 |
|
117,100 |
|
2000 |
|
2000 |
|
94 |
% |
|
|
Stonehedge Village |
|
Bothell, WA |
|
196 |
|
214,800 |
|
1986 |
|
1997 |
|
95 |
% |
|
|
Park Hill at Issaquah (33) |
|
Issaquah, WA |
|
245 |
|
277,700 |
|
1999 |
|
1999 |
|
94 |
% |
|
|
Peregrine Point |
|
Issaquah, WA |
|
67 |
|
85,900 |
|
2003 |
|
2003 |
|
96 |
% |
|
|
Wandering Creek |
|
Kent, WA |
|
156 |
|
124,300 |
|
1986 |
|
1995 |
|
96 |
% |
|
|
Bridle Trails |
|
Kirkland, WA |
|
92 |
|
73,400 |
|
1986 |
|
1997 |
|
96 |
% |
|
|
Evergreen Heights |
|
Kirkland, WA |
|
200 |
|
188,300 |
|
1990 |
|
1997 |
|
95 |
% |
|
|
Laurels at Mill Creek |
|
Mill Creek, WA |
|
164 |
|
134,300 |
|
1981 |
|
1996 |
|
97 |
% |
|
|
Anchor Village (7) |
|
Mukilteo, WA |
|
301 |
|
245,900 |
|
1981 |
|
1997 |
|
95 |
% |
|
|
Castle Creek |
|
Newcastle, WA |
|
216 |
|
191,900 |
|
1997 |
|
1997 |
|
95 |
% |
|
|
Brighton Ridge |
|
Renton, WA |
|
264 |
|
201,300 |
|
1986 |
|
1996 |
|
94 |
% |
|
|
Forest View |
|
Renton, WA |
|
192 |
|
182,500 |
|
1998 |
|
2003 |
|
95 |
% |
|
|
Fairwood Pond |
|
Renton, WA |
|
194 |
|
189,200 |
|
1997 |
|
2004 |
|
95 |
% |
|
|
Fountain Court |
|
Seattle, WA |
|
320 |
|
207,000 |
|
2000 |
|
2000 |
|
96 |
% |
|
|
Linden Square |
|
Seattle, WA |
|
183 |
|
142,200 |
|
1994 |
|
2000 |
|
94 |
% |
|
|
Maple Leaf |
|
Seattle, WA |
|
48 |
|
35,500 |
|
1986 |
|
1997 |
|
97 |
% |
|
|
Spring Lake |
|
Seattle, WA |
|
69 |
|
42,300 |
|
1986 |
|
1997 |
|
97 |
% |
|
|
Wharfside Pointe |
|
Seattle, WA |
|
142 |
|
119,200 |
|
1990 |
|
1994 |
|
97 |
% |
|
|
Portland, Oregon Metropolitan Area |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jackson School Village |
|
Hillsboro, OR |
|
200 |
|
196,800 |
|
1996 |
|
1996 |
|
96 |
% |
|
|
Landmark |
|
Hillsboro, OR |
|
285 |
|
282,900 |
|
1990 |
|
1996 |
|
96 |
% |
|
|
Meadows at Cascade Park |
|
Vancouver, WA |
|
198 |
|
199,300 |
|
1989 |
|
1997 |
|
96 |
% |
|
|
Village at Cascade Park |
|
Vancouver, WA |
|
192 |
|
178,100 |
|
1989 |
|
1997 |
|
96 |
% |
|
|
|
|
|
|
5,651 |
|
4,921,700 |
|
|
|
|
|
96 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other areas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
St. Cloud |
|
Houston, TX |
|
302 |
|
306,800 |
|
1968 |
|
2002 |
|
86 |
% |
|
|
|
|
|
|
302 |
|
306,800 |
|
|
|
|
|
86 |
% |
|
|
Total/Weighted Average |
|
|
|
25,518 |
|
21,287,100 |
|
|
|
|
|
96 |
% |
|
29
|
Other real estate assets(1) |
|
Location |
|
Tenants |
|
Rentable |
|
Year |
|
Year |
|
Occupancy(2) |
|
|
Office Buildings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
925 East Meadow Drive |
|
Palo Alto, CA |
|
1 |
|
17,400 |
|
1988 |
|
1997 |
|
100 |
%(34) |
|
17461 Derian Ave(35) |
|
Irvine, CA |
|
3 |
|
110,000 |
|
1983 |
|
2000 |
|
66 |
%(36) |
|
2399 Camino Del Rio South(37) |
|
San Diego, CA |
|
2 |
|
5,200 |
|
1978 |
|
2002 |
|
100 |
% |
|
3205 Moore Street(37) |
|
San Diego, CA |
|
3 |
|
2,000 |
|
1957 |
|
2002 |
|
100 |
% |
|
22110-22120 Clarendon Street |
|
Woodland Hills, CA |
|
8 |
|
38,940 |
|
1982 |
|
2001 |
|
97 |
%(38) |
|
Total Office Buildings |
|
|
|
17 |
|
173,540 |
|
|
|
|
|
78 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recreational Vehicle Parks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Circle RV. |
|
El Cajon, CA |
|
179 spaces |
|
|
|
1977 |
|
2002 |
|
|
(39) |
|
Vacationer |
|
El Cajon, CA |
|
159 spaces |
|
|
|
1973 |
|
2002 |
|
|
(39) |
|
Diamond Valley |
|
San Jaciento, CA |
|
224 spaces |
|
|
|
1974 |
|
2002 |
|
|
(39) |
|
Riviera RV(37). |
|
Las Vegas, NV |
|
136 spaces |
|
|
|
1969 |
|
2002 |
|
|
(39) |
|
Total Recreational Vehicle Parks |
|
|
|
698 spaces |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufactured Housing Communities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Green Valley. |
|
Vista, CA |
|
157 sites |
|
|
|
1973 |
|
2002 |
|
|
(39) |
|
Riviera(37). |
|
Las Vegas, NV |
|
450 sites |
|
|
|
1969 |
|
2002 |
|
|
(39) |
|
Total Manufactured Housing Communities |
|
|
|
607 sites |
|
|
|
|
|
|
|
|
|
(1) Unless otherwise specified, the Operating Partnership has a 100% ownership interest in each Property.
(2) For multifamily residential properties, occupancy rates are based on financial occupancy for the year ended December 31, 2004; for the office buildings, recreational vehicle parks, manufactured housing communities or properties which have not yet stabilized or have insufficient operating history, occupancy rates are based on physical occupancy as of December 31, 2004. For an explanation of how financial occupancy and physical occupancy are calculated, see “Properties-Occupancy Rates” in this Item 2.
(3) The Operating Partnership has a 30% special limited partnership interest in the entity, that owns this multifamily property. This investment was made under arrangements whereby EMC became the general partner and the existing partners were granted the right to require the applicable partnership to redeem their interest for cash. Subject to certain conditions, the Operating Partnership may, however, elect to deliver an equivalent number of shares of the Company’s Common Stock in satisfaction of the applicable partnership’s cash redemption obligation.
(4) The property is subject to a ground lease, which, unless extended, will expire in 2082.
(5) The Operating Partnership owns the land and has leased the improvements to an unrelated third party. The leasehold interest entitles the Operating Partnership to receive a monthly payment for the 34-year term of the land lease. The Company may be required to sell its interest in the property anytime following the seventh anniversary of the leasehold date which was created in 2002.
(6) This property is owned by Fund II. The Operating Partnership has a 28.2% interest in Fund II and is accounted for using the equity method of accounting.
(7) The Operating Partnership holds a 1% special limited partner interest in the partnerships which own these multifamily properties. These investments were made under arrangements whereby EMC became the 1% sole general partner and the other limited partners were granted the right to require the applicable partnership to redeem their interest for cash. Subject to certain conditions, the Operating Partnership may, however, elect to deliver an equivalent number of shares of the Company’s Common Stock in satisfaction of the applicable partnership’s cash redemption obligation.
(8) In 2002 the Operating Partnership purchased an additional 21 units adjacent to this property for $3 million. This property was built in 1991.
(9) The Operating Partnership completed an approximate $1.6 million redevelopment on this property in 2000.
(10) The Operating Partnership completed an approximate $2.3 million redevelopment on this property in 2000.
(11) The Operating Partnership is in the process of performing a $6.0 million redevelopment on this property.
(12) This property is subject to a ground lease, which, unless extended will expire in 2067.
30
(13) The Operating Partnership is in the process of performing a $4.9 million redevelopment on this property.
(14) The Operating Partnership completed an $11.0 million redevelopment on this property in 2001.
(15) The Operating Partnership is in the process of performing a $3.6 million redevelopment on this property.
(16) The Operating Partnership has an approximate 49.9% direct ownership interest in this property. Fund I has an approximate 49.9% direct ownership in this property. The Operating Partnership has a 21.4% interest in Fund I and is accounted for using the equity method of accounting. The Operating Partnership is in the process of performing a $13.3 million redevelopment on this property, and the Operating Partnership has entered into an agreement to sell this property.
(17) This property is subject to a ground lease, which, unless extended, will expire in 2027.
(18) The Operating Partnership had a 20.0% ownership interest this property. In 2004, the Operating Partnership acquired the remaining 80%.
(19) The Operating Partnership completed an approximate $3.2 million redevelopment on this property in 2002.
(20) The Operating Partnership completed a $1.9 million redevelopment on this property in 2000.
(21) The Operating Partnership completed a $1.9 million redevelopment on this property in 2001.
(22) The Operating Partnership completed a $1.7 million redevelopment on this property in 2001.
(23) The Operating Partnership has an 85.0% controlling limited partnership interest in this property.
(24) The Operating Partnership and EMC have a 74.0% and 1% member interests, respectively, in this property.
(25) The Operating Partnership completed an approximate $3.5 million redevelopment on this property in 2002.
(26) The Operating Partnership is in the process of performing a $5.5 million redevelopment on this property.
(27) The partnership that owned this property completed a $2.7 million redevelopment on this property in 2001.
(28) The Operating Partnership has a preferred limited partnership interest in this property.
(29) The Operating Partnership completed an approximately $4.5 million redevelopment on this property in 1998.
(30) The Operating Partnership completed construction of 114 units of the property’s 462 total units in 2000.
(31) The Operating Partnership completed an approximate $3.4 million redevelopment on this property in 2002.
(32) A portion of this Property on which 84 units are presently located is subject to a ground lease, which, unless extended, will expire in 2028.
(33) The Operating Partnership had an approximate 45% preferred limited partnership interest in this property. In 2004 the Operating Partnership acquired the remaining 55% partnership interest.
(34) The Operating Partnership occupies 100% of this property.
(35) The Operating Partnership has a mortgage receivable on this property in which the owner was in default as of December 31, 2004 and consolidates this property pursuant to FIN 46R.
(36) The Operating Partnership occupies 4.6% of this property.
(37) The property was sold in January 2005.
(38) The Operating Partnership occupies 29% of this property.
(39) The Operating Partnership leased this property in 2003 to an unrelated third party for approximately 5 years with an option to purchase the property in approximately 4 years.
In April 2004, a lawsuit entitled Chace Nelson and Douglas Korte, et al. v. Essex Property Trust was filed against the Company in the California Superior Court in the County of Alameda. In this lawsuit, two former Operating Partnership maintenance employees seek unpaid wages, associated penalties and attorneys’ fees on behalf of a putative class of the Operating Partnership’s current and former maintenance employees who were required to wear a pager while they were on call during evening and weekend hours. The Operating Partnership intends to vigorously defend against the claims alleged in this litigation. However, litigation is subject to inherent uncertainties, and no assurance can be given that the Operating Partnership will prevail in this lawsuit.
The Operating Partnership is subject to various other lawsuits arising in the ordinary course of its business operations. Accordingly, such lawsuits, as well as the class action lawsuit described above, could result in substantial costs and diversion of resources and could have a material adverse effect on the Operating Partnership’s financial condition, results of operation or cash flows.
31
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of 2004, no matters were submitted to a vote of security holders.
Unregistered Sales of Securities
During the fourth quarter of 2004, there were no sales of unregistered securities.
32
Item 6. Selected Financial Data
The following tables set forth summary financial and operating information for the Operating Partnership from January 1, 2000 through December 31, 2004.
|
|
|
Years Ended December 31, |
|
|||||||||||||
|
|
|
2004 |
|
2003(1) |
|
2002(1) |
|
2001(1) |
|
2000(1) |
|
|||||
|
|
|
(Dollars in thousands, except unit and per unit amounts) |
|
|||||||||||||
|
OPERATING DATA: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
PROPERTY REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Rental |
|
$ |
273,878 |
|
$ |
243,412 |
|
$ |
204,570 |
|
$ |
175,894 |
|
$ |
161,097 |
|
|
Other property income |
|
9,605 |
|
8,164 |
|
6,513 |
|
5,493 |
|
4,790 |
|
|||||
|
Total property revenues |
|
283,483 |
|
251,576 |
|
211,083 |
|
181,387 |
|
165,887 |
|
|||||
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Property operating expenses, excluding depreciation and amortization |
|
96,856 |
|
81,781 |
|
64,679 |
|
52,277 |
|
46,091 |
|
|||||
|
Depreciation and amortization |
|
72,616 |
|
57,190 |
|
43,909 |
|
35,915 |
|
30,442 |
|
|||||
|
Amortization of deferred financing costs |
|
1,587 |
|
1,197 |
|
814 |
|
657 |
|
639 |
|
|||||
|
General and administrative |
|
18,341 |
|
9,637 |
|
8,636 |
|
7,498 |
|
6,062 |
|
|||||
|
Interest(2) |
|
63,023 |
|
52,410 |
|
43,186 |
|
38,746 |
|
30,163 |
|
|||||
|
Total expenses |
|
252,423 |
|
202,215 |
|
161,224 |
|
135,093 |
|
113,397 |
|
|||||
|
Gain on the sales of real estate |
|
7,909 |
|
— |
|
145 |
|
3,788 |
|
4,022 |
|
|||||
|
Interest and other income |
|
8,027 |
|
6,715 |
|
12,505 |
|
8,723 |
|
9,143 |
|
|||||
|
Equity income in co-investments |
|
59,522 |
|
3,296 |
|
5,402 |
|
13,429 |
|
1,826 |
|
|||||
|
Minority interests |
|
(3,498 |
) |
(4,134 |
) |
(3,664 |
) |
(196 |
) |
(372 |
) |
|||||
|
Income from continuing operations |
|
103,020 |
|
55,238 |
|
64,247 |
|
72,038 |
|
67,109 |
|
|||||
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Operating income from real estate sold |
|
1,614 |
|
1,728 |
|
332 |
|
710 |
|
622 |
|
|||||
|
Gain on sale of real estate |
|
— |
|
— |
|
9,051 |
|
— |
|
— |
|
|||||
|
Impairment loss |
|
(826 |
) |
— |
|
— |
|
— |
|
— |
|
|||||
|
Net income |
|
103,808 |
|
56,966 |
|
73,630 |
|
72,748 |
|
67,731 |
|
|||||
|
Write off of Series C preferred units offering costs |
|
— |
|
(625 |
) |
— |
|
— |
|
— |
|
|||||
|
Write off of Series E preferred unit offering costs |
|
(1,575 |
) |
— |
|
— |
|
— |
|
— |
|
|||||
|
Amortization of discount on general partner preferred equity |
|
— |
|
(336 |
) |
— |
|
— |
|
— |
|
|||||
|
Dividend on preferred units - general partner |
|
(1,952 |
) |
(195 |
) |
— |
|
— |
|
(245 |
) |
|||||
|
Dividend on preferred units - limited partner |
|
(14,175 |
) |
(17,996 |
) |
(18,319 |
) |
(18,319 |
) |
(18,319 |
) |
|||||
|
Net income available to common units |
|
$ |
86,106 |
|
$ |
37,814 |
|
$ |
55,311 |
|
$ |
54,429 |
|
$ |
49,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Per common unit: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net income from continuing operations available to common units |
|
$ |
3.38 |
|
$ |
1.52 |
|
$ |
2.21 |
|
$ |
2.60 |
|
$ |
2.40 |
|
|
Net income available to common units |
|
$ |
3.41 |
|
$ |
1.59 |
|
$ |
2.66 |
|
$ |
2.63 |
|
$ |
2.42 |
|
|
Weighted average
common units outstanding- |
|
25,255 |
|
23,737 |
|
20,812 |
|
20,688 |
|
20,308 |
|
|||||
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net income from continuing operations available to common units |
|
$ |
3.35 |
|
$ |
1.51 |
|
$ |
2.19 |
|
$ |
2.56 |
|
$ |
2.35 |
|
|
Net income available to common units |
|
$ |
3.38 |
|
$ |
1.58 |
|
$ |
2.64 |
|
$ |
2.59 |
|
$ |
2.37 |
|
|
Weighted average
common units outstanding- |
|
25,490 |
|
23,948 |
|
21,008 |
|
21,005 |
|
20,731 |
|
|||||
|
Cash distributions per common unit |
|
$ |
3.16 |
|
$ |
3.12 |
|
$ |
3.08 |
|
$ |
2.80 |
|
$ |
2.38 |
|
33
|
|
|
As of December 31, |
|
|||||||||||||
|
|
|
2004 |
|
2003(1) |
|
2002(1) |
|
2001(1) |
|
2000(1) |
|
|||||
|
BALANCE SHEET DATA: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Investment in real estate (before accumulated depreciation) |
|
$ |
2,371,194 |
|
$ |
1,984,122 |
|
$ |
1,762,221 |
|
$ |
1,175,200 |
|
$ |
1,156,408 |
|
|
Net investment in real estate |
|
2,035,952 |
|
1,718,359 |
|
1,554,209 |
|
1,018,931 |
|
1,036,909 |
|
|||||
|
Real estate under development |
|
38,320 |
|
55,183 |
|
143,818 |
|
93,256 |
|
38,231 |
|
|||||
|
Total assets |
|
2,217,217 |
|
1,916,811 |
|
1,806,299 |
|
1,329,458 |
|
1,281,849 |
|
|||||
|
Total property indebtedness |
|
1,316,984 |
|
989,045 |
|
949,889 |
|
638,660 |
|
595,535 |
|
|||||
|
Partners’ capital |
|
777,403 |
|
811,808 |
|
741,870 |
|
631,727 |
|
629,441 |
|
|||||
|
|
|
As of and for the years ended December 31, |
|
|||||||||||||
|
|
|
2004 |
|
2003(1) |
|
2002(1) |
|
2001(1) |
|
2000(1) |
|
|||||
|
OTHER DATA: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Interest coverage ratio(3) |
|
3.1 |
X |
3.2 |
X |
3.6 |
X |
3.7 |
X |
4.1 |
X |
|||||
|
Gross operating margin(4) |
|
66 |
% |
67 |
% |
69 |
% |
71 |
% |
72 |
% |
|||||
|
Average same property monthly rental rate per apartment unit(5)(6) |
|
$ |
1,055 |
|
$ |
1,088 |
|
$ |
1,108 |
|
$ |
1,153 |
|
$ |
1,039 |
|
|
Average same property monthly operating expenses per apartment unit(5)(7) |
|
$ |
331 |
|
$ |
325 |
|
$ |
310 |
|
$ |
293 |
|
$ |
271 |
|
|
Total multifamily units (at end of period) |
|
25,518 |
|
26,012 |
|
23,699 |
|
20,762 |
|
18,673 |
|
|||||
|
Same property occupancy rate(8) |
|
96 |
% |
96 |
% |
95 |
% |
95 |
% |
97 |
% |
|||||
|
Total Properties (at end of period) |
|
131 |
|
132 |
|
123 |
|
94 |
|
87 |
|
|||||
|
|
|
Years Ended December 31, |
|
|||||||||||||
|
|
|
2004 |
|
2003(1) |
|
2002(1) |
|
2001(1) |
|
2000(1) |
|
|||||
|
|
|
(Dollars in thousands) |
|
|||||||||||||
|
RECONCILIATION OF NET INCOME TO |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
ADJUSTED EBITDA (3): |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net income |
|
$ |
103,808 |
|
$ |
56,966 |
|
$ |
73,630 |
|
$ |
72,748 |
|
$ |
67,731 |
|
|
Interest expense(2) |
|
63,023 |
|
52,410 |
|
43,186 |
|
38,746 |
|
30,163 |
|
|||||
|
Depreciation and amortization |
|
72,616 |
|
57,190 |
|
43,909 |
|
35,915 |
|
30,442 |
|
|||||
|
Amortization of deferred financing costs |
|
1,587 |
|
1,197 |
|
814 |
|
657 |
|
639 |
|
|||||
|
Gain on the sales of real estate |
|
(7,909 |
) |
— |
|
(145 |
) |
(3,788 |
) |
(4,022 |
) |
|||||
|
Gain on the sales of co-investment activities, net |
|
(39,242 |
) |
— |
|
(705 |
) |
— |
|
— |
|
|||||
|
Minority interests |
|
3,498 |
|
4,134 |
|
3,664 |
|
196 |
|
372 |
|
|||||
|
Income from discontinued operations |
|
(788 |
) |
(1,728 |
) |
(9,383 |
) |
(710 |
) |
(622 |
) |
|||||
|
Adjusted EBITDA(3) |
|
196,593 |
|
170,169 |
|
154,970 |
|
143,764 |
|
124,703 |
|
|||||
|
Interest expense(2) |
|
63,023 |
|
52,410 |
|
43,186 |
|
38,746 |
|
30,163 |
|
|||||
|
Interest coverage ratio(3) |
|
3.1 |
X |
3.2 |
X |
3.6 |
X |
3.7 |
X |
4.1 |
X |
|||||
(1) The above financial and operating information from January 1, 2002 through December 31, 2003 reflect the retroactive adoption of FIN 46R and SFAS 123. The above financial and operating information from January 1, 2000 through December 31, 2001 have not been restated to reflect the retroactive adoption of FIN 46R and SFAS 123 and have not been reclassified to present properties sold as discontinued operations. Because the 2000 and 2001 balances have not been restated, the results for those periods may not be comparable to the results for the later periods set forth above.
34
(2) Extraordinary item – loss on early extinguishment of debt of $119 for the year ended December 31, 2000 has been reclassified as interest expense in accordance with the adoption of SFAS No. 145 on January 1, 2003.
(3) Interest coverage ratio represents earnings before minority interests, gain on sales of real estate, interest expense, taxes, depreciation and amortization (“adjusted EBITDA”) divided by interest expense. The Operating Partnership believes that the interest coverage ratio is useful to readers because it is frequently used by investors, lenders, security analysts and other interested parties in the evaluation of companies in our industry. In addition, the Operating Partnership believes that this ratio is useful in evaluating our performance compared to that of other companies in our industry because the calculation of the adjusted EBITDA component of the interest coverage ratio generally eliminates the effects of financing costs, income taxes, and depreciation and amortization, which items may vary for different companies for reasons unrelated to operating performance.
The adjusted EBITDA component of the interest coverage ratio, however, is not a recognized measurement under U.S. generally accepted accounting principles, or GAAP. When analyzing our operating performance, readers should use the interest coverage ratio and its adjusted EBITDA component in addition to, and not as an alternative for, net income, as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of the interest coverage ratio and its adjusted EBITDA component may not be comparable to similarly titled measures of other companies. Furthermore, the interest coverage ratio is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not consider certain cash requirements such as income tax payments, debt service requirements, capital expenditures and other fixed charges. The amounts shown for the interest coverage ratio and adjusted EBITDA may also differ from the amounts calculated under similarly titled definitions in our debt instruments, which can be further adjusted to reflect certain other cash and non-cash charges and are used to determine compliance with financial covenants and our ability to engage in certain activities such as incurring additional debt and making certain restricted payments.
(4) Gross operating margin represents rental revenues and other property income less property operating expenses, exclusive of depreciation and amortization, divided by rental revenues and other property income.
5) Same property apartment units are those units in properties that the Operating Partnership has consolidated for the entire two years ended as of the end of the period set forth. The number of same property apartment units in such properties may vary at each year-end. Percentage changes in averages per unit do not correspond to total same property revenues and expense percent changes which are discussed in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(6) Average same property monthly rental rate per apartment unit represents total scheduled rent for the same property apartment units for the period (actual rental rates on occupied apartment units plus market rental rates on vacant apartment units) divided by the number of such apartment units and further divided by the number of months in the period.
(7) Average same property monthly expenses per apartment unit represents total monthly operating expenses, exclusive of depreciation and amortization, for the same property apartment units for the period divided by the total number of such apartment units and further divided by the number of months in the period.
(8) Occupancy rates are based on financial occupancy. For an explanation of how financial occupancy is calculated, see “Properties-Occupancy Rates” in Item 2 of Part I of this Form 10-K.
35
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is based on the consolidated financial statements of the Operating Partnership as of and for the years ended December 31, 2004, 2003 and 2002. This information should be read in conjunction with the accompanying consolidated 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.
Effective January 1, 2004, the Operating Partnership consolidated various entities pursuant to its adoption of FIN 46R, which is discussed further below. The Company is the sole general partner of the Operating Partnership and, as of December 31, 2004, owned an approximate 90.3% general partnership interest in the Operating Partnership. The Company has elected to be treated as a real estate investment trust (“REIT”) for federal income tax purposes.
Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Annual Report 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 under the caption “Business Objectives” in this Part I, statements regarding the Operating Partnership’s expectation as to performance of future acquisitions properties, expectations of the future multifamily fundamentals and operating results in various geographic regions and the Operating Partnership’s investment focus in such regions, expectation 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 to meet all 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 future sales of the remaining properties of the Essex Apartment Value Fund, L.P., the anticipated performance of the Essex Apartment Value Fund II, L.P., the anticipated performance of existing properties, and statements regarding the Operating Partnership’s financing activities and the use of proceeds from such 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 estimates of future income from an acquired property may prove to be inaccurate, acquisition and development projects will fail to meet expectations, 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 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, the Operating Partnership will fail to meet all REIT requirements, that the actual non-revenue generating capital expenditures will exceed the Operating Partnership’s current expectations, that there will be delays in the future sales of the remaining properties of the Essex Apartment Value Fund, L.P., that Essex Apartment Value Fund II, L.P. will fail to perform as anticipated, that the Operating Partnership’s partners in the Funds 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, and the Operating Partnership will not be able to complete property acquisitions, as anticipated, for which the proceeds from recent equity issuances were intended to be used, as well as those risks, special considerations, and other factors discussed under the caption “Risk Factors” in Item 1 of this Report on Form 10-K for the year ended December 31, 2004, 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. All forward-looking statements and reasons why results may differ included in this Form 10-K are made as of the date hereof, and we assume no obligation to update any such forward-looking statement or reason why actual results may differ.
36
The Operating Partnership believes that its operating results have largely been a result of its business strategy of investing in submarkets that provide the greatest potential for rental growth at the lowest relative risk. Essex believes that its market research process, which includes an analysis of both metropolitan statistical areas (MSAs) and submarkets, provides it with a distinct competitive advantage. Essex researches markets by reviewing data from private and government sources as well as information developed or verified by its field personnel. Essex then utilizes its proprietary research model to project market rent trends, allowing the Operating Partnership to allocate capital to the markets with the best risk-adjusted return potential.
Essex’s research process begins with a macro-economic analysis of various MSAs, followed by an evaluation of the submarkets within that MSA. The objective of the economic research department is to estimate the amount of new demand for housing, comparing it to the number of single family and multifamily homes being constructed within a submarket. Historically, markets with demand for multifamily housing that is greater than supply generate increasing occupancy levels and growth in rents.
Key components of Essex’s analysis are as follows:
Job Growth: The Operating Partnership believes that quality job growth will lead to demand for multifamily and for-sale housing. Based on a variety of considerations, the Operating Partnership estimates how the total demand for housing will be allocated between rental and for-sale housing.
Housing Supply: Limited housing supply, both rental and for-sale, is a very important factor in maintaining high occupancy levels, particularly in periods of recession or slow economic growth. The Operating Partnership seeks to identify markets in which there is a low level of housing construction, measured as a percentage of existing housing stock.
Cost of for-sale housing: The Operating Partnership prefers areas with relatively expensive for-sale housing, which is usually caused by an insufficient amount of single-family housing construction. The Operating Partnership seeks to identify areas where the cost of rent is low relative to both median income levels and the cost of homeownership.
Demographic trends: The Operating Partnership evaluates areas with long-term positive immigration and demographic trends, and areas that provide an attractive quality of life.
Based on its evaluation of multifamily housing supply and demand factors, the Operating Partnership forecasts the occupancy and rent trends for its targeted submarkets, and actively seeks to expand its multifamily portfolio in the submarkets with the greatest risk-adjusted return.
By region, the Operating Partnership’s operating results and investment strategy are as follows:
Southern California Region: At the time of the Company’s 1994 initial public offering (IPO), the Company had ownership interests in this region representing 17% of its multifamily units. Following the IPO, the Operating Partnership, using its research process, determined that various markets in the Southern California region were attractive for multifamily property investment and, accordingly, the Operating Partnership increased its ownership in such markets. As of December 31, 2004, we had ownership interests in this region representing 54% of our multifamily units. During the year ended December 31, 2004, the region continued to perform well, with same property revenues increasing by 3.6% as compared to 2003. The Operating Partnership expects this region to generate positive rent growth of approximately 3.3% in 2005.
Northern California Region: As of December 31, 2004, the Operating Partnership had ownership interests in this region representing 23% of its multifamily units. In 2004, same property revenues decreased 4.0% as compared to 2003. The Operating Partnership expects market rents to increase by approximately 1.0% in 2005. As a result, the Operating Partnership will begin to increase its investment focus in this region.
Pacific Northwest Region: As of December 31, 2004, the Operating Partnership had ownership interests in this region representing 22% of its multifamily units. This region created jobs in 2004, and same property revenues increased by 1.4% as compared to 2003. The Operating Partnership expects continued job growth, lending to rental revenue growth of approximately 1.8% in 2005.
37
Accounting Changes
Variable Interest Entities
In December, 2003 the Financial Accounting Standards Board (FASB) issued Interpretation No. 46 Revised (FIN 46R), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” FIN 46R established new measurement techniques to evaluate whether entities should be consolidated in accordance with Accounting Research Bulletin (ARB) No. 51, “Consolidated Financial Statements.” FIN 46R defined variable interest entities (VIEs), in which equity investors lack an essential characteristic of a controlling financial interest or do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support from other parties. As of January 1, 2004, the Operating Partnership adopted the provisions of FIN 46R using the retroactive restatement approach, and amounts have been restated for the years ended December 31, 2003 and 2002 to reflect the adoption of FIN 46R.
Based on our analysis of FIN 46R, the Operating Partnership consolidated Essex Management Corporation (EMC), Essex Fidelity I Corporation (EFC), 17 Down REIT limited partnerships (comprising ten properties), an office building that is subject to loans made by the Operating Partnership, and the multifamily improvements owned by a third party in which the Operating Partnership owns the land underlying these improvements and from which the Operating Partnership receives fees, including land lease, subordination and property management fees. The Operating Partnership consolidated these entities because it is deemed the primary beneficiary under FIN 46R. The Operating Partnership’s total assets and liabilities related to these VIEs, net of intercompany eliminations, were approximately $238.1 million and $155.1 million, respectively, at December 31, 2004 and $246.1 million and $156.5 million, respectively, at December 31, 2003.
The Down REIT entities that collectively own ten multifamily properties (1,831 units) were investments made under arrangements whereby EMC became the general partner, the Operating Partnership became a special limited partner, and the other limited partners were granted rights of redemption for their interests. Such limited partners can request to be redeemed and the Operating Partnership can elect to redeem their rights for cash or by issuing shares of its 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 units held. At December 31, 2004, the maximum number of shares that could be issued to meet redemption of these Down REIT entities is 1,345,003. As of December 31, 2004 and December 31, 2003, the carrying value of the other limited partners’ interests is presented at their historical cost and is classified within minority interests in the accompanying consolidated balance sheets.
Interest holders in VIEs consolidated by the Operating Partnership are allocated a priority of net income equal to the cash payments made to those interest holders for services rendered or distributions from cash flow. The remaining results of operations are generally allocated to the Operating Partnership.
Properties consolidated in accordance with FIN 46R were encumbered by third party, non-recourse loans totaling $151.3 million and $152.7 million as of December 31, 2004 and December 31, 2003, respectively.
During 2004, the Operating Partnership entered into two new arrangements that are deemed to be VIEs:
1) The entity that purchased The Essex at Lake Merritt property as discussed in Item 1 – Dispositions, is a VIE. The Operating Partnership’s participating loan to the entity, while representing a variable interest, does not result in the Operating Partnership being the primary beneficiary.
2) The joint venture the Operating Partnership entered into to develop a 5-story building in Los Angeles, California as discussed in Item 1 – Development, is an entity in which the Operating Partnership is the primary beneficiary, and the joint venture was consolidated as of December 31, 2004.
As of December 31, 2004 the Operating Partnership is involved with two VIEs in which the Operating Partnership is not deemed to be the primary beneficiary. Total assets and liabilities of these entities as of December 31, 2004 were approximately $116.0 million and $107.0 million, respectively. The Operating Partnership does not have a significant exposure to loss resulting from its involvement with these unconsolidated VIEs.
38
Stock-Based Compensation
As of January 1, 2004, the Company adopted the fair value method of accounting for its stock-based compensation plans using the retroactive restatement method as provided by Statement of Financial Accounting Standards No. 123 (SFAS 123), “Accounting for Stock-Based Compensation.” Under the fair value method, stock-based compensation cost is measured at the grant date based on the fair value of the award and is expensed over the vesting period. Stock-based compensation expense under the fair value method for the years ended December 31, 2004, 2003 and 2002 was $784, $991 and $933, respectively. The fair value of stock options granted for the years ended December 31, 2004, 2003 and 2002 was $8.84, $4.18 and $4.69, respectively, and was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants:
|
|
|
2004 |
|
2003 |
|
2002 |
|
|
Stock price |
|
$62.34-$84.46 |
|
$51.01-$61.58 |
|
$46.98-$52.04 |
|
|
Risk-free interest rates |
|
3.34-3.94% |
|
2.58-3.21% |
|
3.08-4.64% |
|
|
Expected lives |
|
5 years |
|
5-6 years |
|
6 years |
|
|
Volatility |
|
19.07-19.14% |
|
17.89-19.18% |
|
18.92% |
|
|
Dividend yield |
|
4.26-5.07% |
|
5.66-6.12% |
|
6.30% |
|
Reconciliation to previously reported amounts
The accounting effect of adopting FIN 46R and SFAS 123 on net income previously reported for the years ended December 31, 2003 and 2002 is as follows (dollars in thousands, except per unit amounts):
|
|
|
2003 |
|
2002 |
|
||
|
Net income available to comon unitholders previously reported |
|
$ |
40,865 |
|
$ |
59,568 |
|
|
Adjustment for effect of adopting SFAS 123 |
|
(468 |
) |
(222 |
) |
||
|
Adjustment for effect of adopting FIN 46 Revised |
|
(2,583 |
) |
(4,035 |
) |
||
|
Net income available to common unitholders as reported |
|
$ |
37,814 |
|
$ |
55,311 |
|
|
|
|
|
|
|
|
||
|
Per common unit data: |
|
|
|
|
|
||
|
Basic: |
|
|
|
|
|
||
|
Per share as previously reported |
|
$ |
1.72 |
|
$ |
2.86 |
|
|
Adjustment for effect of adopting SFAS 123 |
|
(0.02 |
) |
(0.01 |
) |
||
|
Adjustment for effect of adopting FIN 46 Revised |
|
(0.11 |
) |
(0.19 |
) |
||
|
Per basic unit as reported |
|
$ |
1.59 |
|
$ |
2.66 |
|
|
|
|
|
|
|
|
||
|
Diluted: |
|
|
|
|
|
||
|
Per share as previously reported |
|
$ |
1.71 |
|
$ |
2.84 |
|
|
Adjustment for effect of adopting SFAS 123 |
|
(0.02 |
) |
(0.01 |
) |
||
|
Adjustment for effect of adopting FIN 46 Revised |
|
(0.11 |
) |
(0.19 |
) |
||
|
Per diluted units as reported |
|
$ |
1.58 |
|
$ |
2.64 |
|
39
The accounting effect of adopting FIN 46R and SFAS 123 on partners’ capital at January 1, 2002 for previously reported amounts is as follows (dollars in thousands):
|
|
|
General Partner |
|
Limited Partner |
|
Total |
|
|||
|
Statement of Partners’ Capital: |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Balance at January 1,2002 as previously reported |
|
$ |
381,674 |
|
$ |
45,563 |
|
$ |
427,237 |
|
|
Adjustments for cumulative effect on prior years of retroactively applying SFAS 123 |
|
166 |
|
674 |
|
840 |
|
|||
|
Adjustments for cumulative effect on prior years of retroactively applying FIN 46 Revised |
|
(2,228 |
) |
(1,041 |
) |
(3,269 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Balance at January 1, 2002, as adjusted |
|
$ |
379,612 |
|
$ |
45,196 |
|
$ |
424,808 |
|
Depreciation
Beginning in 2003, the Operating Partnership implemented an upgrade to its subsidiary ledger for accounting for fixed assets. The Operating Partnership completed this system upgrade in the first quarter of 2004. In conjunction with this system upgrade, the Operating Partnership has determined that cumulative depreciation expense generated by consolidated or equity method rental properties was understated by approximately $2.1 million through December 31, 2003 and this amount was recorded during the quarter ended March 31, 2004. Had the correction been made in 2003, depreciation expense would have increased by approximately $640,000, $1.3 million, and $1.0 million in the first, second and third quarters of 2003, respectively. In the fourth quarter 2003, depreciation expense would have decreased by approximately $1.4 million. The Operating Partnership does not believe that the correction is material to any previously reported financial statements and is not material to any consolidated earnings trends.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America, requires the Operating Partnership 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 define critical accounting policies as those accounting policies that require our management to exercise their most difficult, subjective and complex judgments. Our critical accounting policies relate principally to the following key areas: (i) consolidation under applicable accounting standards of various entities; (ii) assessing the carrying values of our real estate properties and investments in and advances to joint ventures and affiliates; (iii) and internal cost capitalization. The Operating Partnership 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 Operating Partnership assesses each entity in which it has an investment or contractual relationship to determine if it may be deemed to be a VIE. If such an entity is a VIE, then the Operating Partnership analyzes the expected losses and expected residual returns to determine who is the primary beneficiary. If the Operating Partnership is the primary beneficiary, then the entity is consolidated. The analysis required to identify VIEs and primary beneficiaries is complex and judgmental, and the analysis must be applied to various types of entities and legal structures.
Rental properties are recorded at cost less accumulated depreciation. Depreciation components on rental properties have been provided over estimated useful lives ranging from 3 to 30 years using the straight-line method. Development costs include acquisition, direct and indirect construction costs, interest and real estate taxes incurred during the construction and property stabilizations periods. Maintenance and repair expenses that do not add to the value or prolong the useful life of the property are expensed as incurred. Asset replacements and improvements are capitalized and depreciated over their estimated useful lives.
The Operating Partnership assesses the carrying value of its real estate investments by monitoring
40
investment market conditions and performance compared to budget for operating properties and joint ventures, and by monitoring estimated costs for properties under development. Local market knowledge and data is used to assess carrying values of properties and the market value of acquisition opportunities. Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment may not be fully recoverable, the carrying amount is evaluated. If the sum of the property’s expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the property, then the Operating Partnership will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Adverse changes in market conditions or poor operating results of real estate investments could result in impairment charges. When the Operating Partnership determines that a property is held for sale, it discontinues the periodic depreciation of that property. The criteria for determining when a property is held for sale requires judgment and has potential financial statement impact as depreciation would cease and an impairment loss could occur upon determination of held for sale status. Assets held for sale are reported at the lower of the carrying amount or estimated fair value less costs to sell. With respect to investments in and advances to joint ventures and affiliates, the Operating Partnership looks to the underlying properties to assess performance and the recoverability of carrying amounts for those investments in a manner similar to direct investments in real estate properties. An impairment charge or investment valuation charge is recorded if the carrying value of the investment exceeds its fair value.
The Operating Partnership capitalizes all direct and certain indirect costs, including interest and real estate taxes, incurred during development and redevelopment activities. Interest is capitalized on real estate assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based upon the average amount of accumulated development expenditures during the reporting period. Included in capitalized costs are management’s estimates of the direct and incremental personnel costs and indirect project costs associated with our development and redevelopment activities. Indirect project costs consist primarily of personnel costs associated with construction administration and development accounting, legal fees, and various office costs that clearly relate to projects under development.
The Operating Partnership bases its estimates on historical experience 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.
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 years ended December 31, 2004, 2003, and 2002. The Operating Partnership’s properties (“the Properties”) are located in Southern California (Los Angeles, Ventura, Orange, San Diego and Riverside counties), Northern California (the San Francisco Bay Area), the Pacific Northwest (The Seattle, Washington and Portland, Oregon metropolitan areas), and other areas (Las Vegas, Nevada, and Houston, Texas). The average occupancy level of the Operating Partnership’s portfolio has equaled or exceeded 95% for the last five years.
Essex Apartment Value Fund, L.P. (“Fund I”), is an investment fund organized by the Operating Partnership in 2001 to add value through rental growth and asset appreciation, utilizing the Operating Partnership’s acquisition, development, redevelopment and asset management capabilities. Fund I was considered fully invested in 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.
Since its formation, Fund I has acquired or developed ownership interests in 19 multifamily residential properties, representing 5,406 apartment units with an aggregate cost of approximately $618.0 million. Fund I also owns the Kelvin Ave. land parcel in Irvine, California, which has been planned for development into a 132-unit apartment community.
Prior to 2004, Fund I had disposed of two multifamily residential properties, consisting of 530 apartments units for a aggregate contract sales price of approximately $73.2 million.
On August 26, 2004, Fund I sold Palermo Apartments, 230-unit multifamily community located in San Diego, California for a net sales price of $58.2 million. Fund I completed the development of this property at an approximate cost of $44.9 million in 2004.
41
In the third quarter of 2004, Fund I entered into a purchase and sale agreement with United Dominion Realty, L.P. (“UDR”) for a sale of sixteen apartment communities, totaling 4,646 units owned by Fund I and with respect to Coronado at Newport North and South, both Fund I’s and the Operating Partnership’s separate ownership interests, for a contract price of $756.0 million. In connection with the transaction, UDR remitted a $10 million earnest money deposit directly to Fund I, which is refundable only in limited circumstances. On September 30, 2004, under the UDR purchase and sale agreement, Fund I sold seven of the multifamily communities, aggregating 1,777 apartment units at a contract price of approximately $264.0 million. On October 27, 2004, an additional seven of the remaining nine properties were sold to UDR for a contract price of $322.0 million, of which $267.6 million is Fund I’s allocated portion of the contract price based on its ownership interest. The remaining two multifamily properties under the UDR agreement that are anticipated to close in 2005 are Coronado at Newport - South, a 715-unit apartment community in Newport Beach, California currently undergoing redevelopment and River Terrace, a newly developed 250-unit apartment community in Santa Clara which is currently in lease up.
In connection with the Fund I dispositions which occurred in 2004, based on the Operating Partnership’s limited partnership interest in Fund I, combined with the sale of its 49.9% direct ownership interest in Coronado at Newport North, the Operating Partnership recognized equity income in investments of $38.8 million representing the Operating Partnership’s share of the gain on the sale of real estate of $39.3 million and a $505,000 non-cash loss on the early extinguishment of debt related to the write-off of un-amortized loan fees on those property sales. The Operating Partnership’s general partnership interest provides for “promote distributions” upon attainment of certain financial return benchmarks. During 2004, the Operating Partnership recognized $18.3 million of additional equity income associated with its promote interest. The Operating Partnership accrued $4.0 million of employee incentive compensation expense related to the Fund I sale, which is included in general and administrative expense.
On September 27, 2004 the Operating Partnership announced the final closing of the Essex Apartment Value Fund II (“Fund II”). Fund II has eight institutional investors including Essex with combined equity commitments of $265.9 million. Essex has committed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner. Fund II expects to utilize leverage of approximately 65% of the estimated value of the underlying real estate. Fund II will invest in multifamily properties in the Operating Partnership’s targeted West Coast markets with an emphasis on investment opportunities in the Seattle metropolitan area and the San Francisco Bay Area. Subject to certain exceptions, Fund II will be Essex’s exclusive investment vehicle until October 31, 2006, or when Fund II’s committed capital has been invested, whichever occurs first. Consistent with Fund I, Essex will be compensated for its asset management, property management, development and redevelopment services and may receive promote distributions if Fund II exceeds certain financial return benchmarks.
The Company has elected to be treated as a real estate investment trust (“REIT”) for federal income tax purposes, commencing with the year ended December 31, 1994. In order to maintain the Company’s compliance with REIT rules, the Operating Partnership utilizes taxable REIT subsidiaries (“TRS”) for various revenue generating or investment activities. The TRS’s are consolidated by the Operating Partnership.
The Operating Partnership (excluding Fund I’s development communities) has ownership interests in and is developing two multifamily residential communities, with an aggregate of 395 multifamily units. 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. The total projected estimated cost for these projects is approximately $89.6 million. As of December 31, 2004, the remaining commitment to fund these projects is approximately $51.3 million.
Results of Operations
Comparison of Year Ended December 31, 2004 to Year Ended December 31, 2003
Average financial occupancy rates of the Operating Partnership’s multifamily “Same Store Properties” (properties consolidated by the Operating Partnership for each of the years ended December 31, 2004 and 2003) increased to 96.0% for the year ended December 31, 2004 from 95.8% for the year ended December 31, 2003. 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
42
unit at its estimated market rate. 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 our calculation of financial occupancy.
The regional breakdown of financial occupancy for the Same Store Properties for the years ended December 31, 2004 and 2003 are as follows:
|
|
|
Years ended |
|
||
|
|
|
2004 |
|
2003 |
|
|
Southern California |
|
96.1 |
% |
96.0 |
% |
|
Northern California |
|
96.1 |
% |
95.9 |
% |
|
Pacific Northwest |
|
95.6 |
% |
95.1 |
% |
Total Property Revenues increased by $31,907,000 or by 12.7% to $283,483,000 in 2004 from $251,576,000 in 2003. The following table sets forth a breakdown of these revenue amounts, including the revenues attributable to the Same Store Properties.
|
|
|
Number of |
|
Years Ended |
|
Dollar |
|
Percentage |
|
|||||
|
|
2004 |
|
2003(1) |
|
||||||||||
|
|
|
|
|
(dollars in thousands) |
|
|
|
|
|
|||||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Property revenues |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Same Store Properties: |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Southern California |
|
40 |
|
$ |
89,605 |
|
$ |
86,460 |
|
$ |
3,145 |
|
3.6 |
% |
|
Northern California |
|
17 |
|
50,356 |
|
52,466 |
|
(2,110 |
) |
(4.0 |
) |
|||
|
Pacific Northwest |
|
22 |
|
39,572 |
|
39,039 |
|
533 |
|
1.4 |
|
|||
|
Total property revenues |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Same Store Properties |
|
79 |
|
179,533 |
|
177,965 |
|
1,568 |
|
0.9 |
|
|||
|
Property revenues - properties acquired subsequent to January 1, 2003(1) |
|
|
|
103,950 |
|
73,611 |
|
30,339 |
|
41.2 |
|
|||
|
Total property revenues |
|
|
|
$ |
283,483 |
|
$ |
251,576 |
|
$ |
31,907 |
|
12.7 |
% |
(1) Also includes five office buildings (one consolidated in accordance with FIN 46R), four recreational vehicle parks, two manufactured housing communities, redevelopment communities, development communities, and 12 multifamily properties consolidated retroactively as of January 1, 2004 in accordance with FIN 46R.
As set forth in the above table, the $31,907,000 net increase in total revenues was primarily due to an increase of $30,339,000 attributable mostly to multifamily properties acquired subsequent to January 1, 2003. Subsequent to January 1, 2003, the Operating Partnership acquired interests in 14 multifamily properties and achieved stabilized operations in three development communities and had five communities in redevelopment (the “Acquisition Properties”).
Property revenues from the Same Store Properties increased by $1,568,000 or 0.9% to $179,533,000 in 2004 from $177,965,000 in 2003. The majority of this increase was attributable to the 40 Same Store Properties located in Southern California and the 22 Same Store Properties located in the Pacific Northwest. The property revenues of the Same Store Properties in Southern California increased by $3,145,000 or 3.6% to $89,605,000 in 2004 from $86,460,000 in 2003. The increase in Southern California is primarily attributable to rental rate increases and a slight increase in financial occupancy to 96.1% in 2004 from 96.0% in 2003. The property revenues of the Same Store Properties in the Pacific Northwest increased by $533,000 or 1.4% to $39,572,000 in 2004 from $39,039,000 in 2003. The $533,000 increase in the Pacific Northwest is primarily attributable to rental rate increases and an increase in financial occupancy to 95.6% in 2004 from 95.1% in 2003. The 17 multifamily residential properties located in Northern California offset the net increase in total property revenues from the other Same Store Properties. The property revenues for these properties decreased by $2,110,000 or 4.0% to $50,356,000 in 2004 from $52,466,000 in 2003. The $2,110,000 decrease is primarily attributable to rental rate decreases offset by an
43
increase in financial occupancy to 96.1% in 2004 from 95.9% in 2003.
Total Expenses increased by $50,208,000 or approximately 24.8% to $252,423,000 in 2004 from $202,215,000 in 2003. This increase was mainly due to an increase in property operating expenses of $30,501,000 or 21.9% to $169,472,000 in 2004 from $138,971,000 in 2003. Of such operating expense increase, $13,461,000 was attributable to the Acquisition Properties, excluding depreciation and amortization expense. Depreciation and amortization expense increased by $15,426,000, which was attributable to the Acquisition Properties and a correction of depreciation expense recorded in the first quarter of 2004. Interest expense increased by $10,613,000 or 20.2% to $63,023,000 in 2004 from $52,410,000 in 2003. The increase in interest expense is primarily due to increases in the mortgage notes payable and line of credit balances, the majority of which relates to the Acquisition Properties. General and Administrative (G&A) expenses increased by $8,704,000 or 90.3% to $18,341,000 in 2004 from $9,637,000 in 2003. The increase in G&A was primarily attributable to incentive compensation, increases in headcount and related compensation expense, compliance with Rule 404 of the Sarbanes-Oxley Act of 2002, and accrued litigation costs.
Gain on sale of real estate increased to $7,909,000 in 2004 from $0 in 2003 due to the sale of The Essex at Lake Merritt, a 270-unit multifamily community located in Oakland, California, which was sold on August 3, 2004.
Interest and other income increased by $1,312,000 or 19.5% to $8,027,000 in 2004 from $6,715,000 in 2003. The increase relates primarily to an increase in leasing income related to the recreational vehicle parks and manufactures housing communities.
Equity income in co- investments increased by $56,226,000 or 1,705.9% to $59,522,000 in 2004 from $3,296,000 in 2003. The increase relates primarily to an increase in promote distributions from Fund I of $18,300,000 and the net gain on sale of co-investments of $38,800,000 which represents the Operating Partnership’s pro-rata allocation of gain from the Fund I sale and the sale of its direct interest in Coronado at Newport - North.
Discontinued operations decreased by $940,000 to $788,000 in 2004 from $1,728,000 in 2003. The decrease in income from discontinued operations was mainly due to an impairment charge of $828,000 in 2004 for Golden Village Recreational Vehicle Park, located in Hemet, California. This property was sold on July 18, 2004 for $6.7 million.
Comparison of Year Ended December 31, 2003 to Year Ended December 31, 2002
Average financial occupancy rates of the Operating Partnership’s multifamily “2003/2002 Same Store Properties” (properties consolidated by the Operating Partnership for each of the years ended December 31, 2003 and 2002) increased to 95.8% for the year ended December 31, 2003 from 94.7% for the year ended December 31, 2002. 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 may not completely reflect short-term trends in physical occupancy and financial occupancy rates as disclosed by other REITs may not be comparable to our calculation of financial occupancy.
44
The regional breakdown of financial occupancy for the 2003/2002 Same Store Properties for the years ended December 31, 2003 and 2002 are as follows:
|
|
|
Years ended |
|
||
|
|
|
2003 |
|
2002 |
|
|
Southern California |
|
96.3 |
% |
94.7 |
% |
|
Northern California |
|
95.8 |
% |
95.9 |
% |
|
Pacific Northwest |
|
95.1 |
% |
93.1 |
% |
Total Property Revenues increased by $40,493,000 or 19.2% to $251,576,000 in 2003 from $211,083,000 in 2002. The following table sets forth a breakdown of these revenue amounts, including the revenues attributable to the 2003/2002 Same Store Properties.
|
|
|
Number of |
|
Years Ended |
|
Dollar |
|
Percentage |
|
|||||
|
|
2003(1) |
|
2002(1) |
|
||||||||||
|
|
|
|
|
(dollars in thousands) |
|
|
|
|
|
|||||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Property revenues - |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Same Store Properties: |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Southern California |
|
22 |
|
$ |
71,192 |
|
$ |
67,905 |
|
$ |
3,287 |
|
4.8 |
% |
|
Northern California |
|
16 |
|
50,346 |
|
55,556 |
|
(5,210 |
) |
(9.4 |
) |
|||
|
Pacific Northwest |
|
23 |
|
40,726 |
|
41,989 |
|
(1,263 |
) |
(3.0 |
) |
|||
|
Total property revenues |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Same Store Properties |
|
61 |
|
162,264 |
|
165,450 |
|
(3,186 |
) |
(1.9 |
) |
|||
|
Property revenues - properties acquired subsequent to January 1, 2002(1) |
|
|
|
89,312 |
|
45,633 |
|
43,679 |
|
95.7 |
|
|||
|
Total property revenues |
|
|
|
$ |
251,576 |
|
$ |
211,083 |
|
$ |
40,493 |
|
19.2 |
% |
(1) Also includes five office buildings (one consolidated in accordance with FIN 46R), four recreational vehicle parks, two manufactured housing communities, redevelopment communities, development communities, and 12 multifamily properties consolidated retroactively as of January 1, 2004 in accordance with FIN 46R.
As set forth in the above table, the $40,493,000 net increase in total revenues was due primarily to an increase of $43,679,000 attributable to multifamily properties acquired subsequent to January 1, 2002, offset by a decrease in 2003/2002 Same Store Property revenue of $3,186,000. Subsequent to January 1, 2002 and prior to December 31, 2003, the Operating Partnership acquired interests in 25 multifamily properties and achieved stabilized operations in two development communities and had three communities in redevelopment (the “2003/2002 Acquisition Properties”).
Property revenues from the 2003/2002 Same Store Properties decreased by $3,186,000 or 1.9% to $162,264,000 in 2003 from $165,450,000 in 2002. The majority of this decrease was attributable to the 16 2003/2002 Same Store Properties located in Northern California and the 23 2003/2002 Same Store Properties located in the Pacific Northwest. The property revenues of the 2003/2002 Same Store Properties in Northern California decreased by $5,210,000 or 9.4% to $50,346,000 in 2003 from $55,556,000 in 2002. The decrease in Northern California is primarily attributable to rental rate decreases and a slight decrease in financial occupancy to 95.8% in 2003 from 95.9% in 2002. The property revenues of the 2003/2002 Same Store Properties in the Pacific Northwest decreased by $1,263,000 or 3.0% to $40,726,000 in 2003 from $41,989,000 in 2002. The $1,263,000 decrease in the Pacific Northwest is primarily attributable to rental rate decreases offset by an increase in financial occupancy to 95.1% in 2003 from 93.1% in 2002. The 22 multifamily residential properties located in Southern California offset the net decrease in total property revenues from the other 2003/2002 Same Store Properties. The property revenues for these properties increased by $3,287,000 or 4.8% to $71,192,000 in 2003 from $67,905,000 in 2002. The $3,287,000 increase is primarily attributable to an increase in rental rates and financial occupancy to 96.3% in 2003 from 94.7% in 2002.
45
Total Expenses increased by $40,991,000 or approximately 25.4% to $202,215,000 in 2003 from $161,224,000 in 2003. This increase was mainly due to an increase in property operating expenses of $30,383,000 or 28.0% to $138,971,000 in 2003 from $108,588,000 in 2002. Of such operating expense increase, $15,736,000 was attributable to the 2003/2002 Acquisition Properties, excluding depreciation and amortization expense. Depreciation and amortization expense increased by $13,281,000, which was mainly attributable to the 2003/2002 Acquisition Properties. Interest expense increased by $9,224,000 or 21.4% to $52,410,000 in 2003 from $43,186,000 in 2002. The increase in interest expense is due to increases in mortgage notes payable.
Interest and other income decreased by $5,790,000 or 46.3% to $6,715,000 in 2003 from $12,505,000 in 2002. The decrease primarily relates to the repayment of notes receivable which resulted in a decrease in interest income on notes receivable.
Equity income in co- investments decreased by $2,106,000 or 39.0% to $3,296,000 in 2003 from $5,402,000 in 2002. The decrease relates primarily to the sale of certain co-investment assets resulting in the decrease in income earned on the Operating Partnership’s co-investments.
Discontinued Operations decreased by $7,655,000 to $1,728,000 in 2003 from $9,383,000 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.
Liquidity and Capital Resources Including Non-consolidated Investments
On July 26, 2004, Standard and Poor’s publicly announced its existing issuer credit ratings of BBB/Stable for Essex Property Trust, Inc. and Essex Portfolio L.P., and issued a new rating of BBB- on its Senior Unsecured Debt for Essex Portfolio L.P.
At December 31, 2004, the Operating Partnership had $10,644,000 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 Operating Partnership in accordance with the Company’s 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 issuances, equity contributions from equity issuances by the Company 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.
Non-revenue generating capital expenditures are improvements and upgrades that extend the useful life of the property. For the year ended December 31, 2004, non-revenue generating capital expenditures totaled approximately $406 per weighted average occupancy unit. The Operating Partnership expects to incur approximately $410 per weighted average occupancy unit in non-revenue generating capital expenditures for the year ended December 31, 2005. These expenditures do not include the improvements required in connection with the origination of mortgage loans, expenditures for unidentified deferred maintenance renovations on acquisition properties, expenditures for property renovations and improvements which are expected to reposition a property and 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 2005 and/or the funding thereof will not be significantly different than the Operating Partnership’s current expectations.
The Operating Partnership is currently developing two multifamily residential projects, with an aggregate of 395 units. Such projects involve certain risks inherent in real estate development. See “Risk Factors—Risks that Development Activities Will be Delayed or Not Completed and/or Fail to Achieve Expected Results” in Item 1 of
46
this Annual Report on Form 10-K for the year ended December 31, 2004. 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 $89,600,000. As of December 31, 2004, the remaining commitment to fund these development projects is approximately $51,300,000. 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.
On September 27, 2004 the Operating Partnership announced the final closing of the Essex Apartment Value Fund II (“Fund II”). Fund II has eight institutional investors including Essex with combined equity commitments of $265.9 million. Essex has committed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner. Fund II expects to utilize leverage of approximately 65% of the estimated value of the underlying real estate. Fund II will invest in multifamily properties in the Operating Partnership’s targeted West Coast markets with an emphasis on investment opportunities in Seattle and the San Francisco Bay Area. Subject to certain exceptions, Fund II will be Essex’s exclusive investment vehicle until October 31, 2006, or when Fund II’s committed capital has been invested, whichever occurs first. Consistent with Fund I, Essex will be compensated for its asset management, property management, development and redevelopment services and may receive promote distributions if Fund II exceeds certain financial return benchmarks. The Operating Partnership’s remaining unfunded capital commitment as of December 31, 2004 is approximately $58.2 million.
The Operating Partnership has an outstanding unsecured line of credit for an aggregate amount of $185,000,000, which could be expandable to $225,000,000. At December 31, 2004, the Operating Partnership had $155,800,000 outstanding on this line of credit. At December 31, 2004, this line of credit bore an interest rate of approximately 3.4%. This facility matures in April 2007, with an option to extend it for one year thereafter. The underlying interest rate on this line is based on a tiered rate structure tied to the Company’s corporate ratings and is currently LIBOR plus 1.0%. In addition, the Operating Partnership has a $100 million credit facility from Freddie Mac secured by five of Essex’s multifamily communities. At December 31, 2004, the Operating Partnership had $93,735,000 outstanding under this line of credit. At December 31, 2004, this line of credit bore an interest rate of approximately 2.9%. This facility matures in December 2008. The underlying interest rate on this line is between 55 and 59 basis points over the Freddie Mac Reference Rate.
On February 23, 2005, Fund II obtained a credit facility for an aggregate amount of $50,000,000. This line bears interest at LIBOR plus 0.875%, and matures in August 2005.
The Operating Partnership has $1,067,449,000 of secured indebtedness at December 31, 2004. Such indebtedness consisted of $878,617,000 in fixed rate debt with interest rates varying from 4.3% to 8.2% and maturity dates ranging from 2005 to 2026. The secured indebtedness includes $188,832,000 of tax-exempt variable rate demand bonds with interest rates paid during 2004 ranging from approximately 1.4% to 3.3% and maturity dates ranging from 2006 to 2034. Most of the tax-exempt variable rate demand bonds are subject to interest rates caps.
Pursuant to existing shelf registration statements, the Company has the capacity to issue up to $219,455,250 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 Operating Partnership primarily in short-term investment grade securities or is used by the Operating Partnership to reduce balances outstanding under its line of credit.
Financing and equity issuances
On July 30, 2003, in connection with the Operating Partnership’s acquisition, by merger, of John M. Sachs, Inc. (“Sachs”) that was completed on December 17, 2002, and under the terms of the merger agreement, a final analysis was prepared, which indicated that the actual net liabilities of Sachs were less than the net liabilities of Sachs estimated to be outstanding as of the merger date. Based on the final analysis and as a post-closing adjustment payment pursuant to the merger agreement, the Operating Partnership made a final payment of approximately $1,766,000 in cash and issued an additional 35,860 shares of common stock to certain of the pre-merger shareholders of Sachs.
On September 23, 2003, the Company issued 1,000,000 shares of its Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) at a fixed price of $24.664 per share, a discount from the $25.00 per share liquidation value of the shares. Quarterly distributions are at an annualized rate of 7.8125% per year of the
47
liquidation value and are redeemable by the Company on or after September 23, 2008. The Operating Partnership amortized the original discount in connection with the issuance of these shares in the fourth quarter of 2003, resulting in a charge of approximately $336,000. The shares were issued pursuant to the Company’s existing shelf registration statement. The Operating Partnership used the net proceeds from this sale of Series F Preferred Stock to redeem all of the 9.125% Series C Cumulative Redeemable Preferred Units (the “Series C Preferred Units”) of Essex Portfolio, L.P., of which the Company is the general partner.
On October 6, 2003, the Company sold 1.6 million newly issued shares of common stock and received offering proceeds (before expenses) of $60.67 per share, representing a 3.25% discount to the common stock’s closing price on September 30, 2003, the date of the underwriting agreement between the Company and the underwriter, pursuant to which the shares were sold. The shares were issued pursuant to the Company’s existing shelf registration statement. The proceeds of the offering were approximately $97,072,000. Subsequent to the offerings, the net proceeds generated from the offering were used to acquire multifamily communities located in the Operating Partnership’s targeted West Coast markets and for general corporate purposes, including the repayment of debt and the funding of development activities.
Using the proceeds of its September 2003 sale of its 7.8125% Series F Cumulative Redeemable Preferred Stock, the Company on November 24, 2003, redeemed all of the outstanding 9.125% Series C Cumulative Redeemable Preferred Units of the Operating Partnership. In connection with this redemption the Operating Partnership wrote-off issuance costs of $625,000 against net income available to common unitholders.
In January 2004, the Operating Partnership restructured its previously issued $50 million, 9.30% Series D Cumulative Redeemable Preferred Units (“Series D Units”), and its previously issued $80 million, 7.875% Series B Cumulative Redeemable Preferred Units (“Series B Units”). The existing distribution rate of 9.30% of the Series D Units continued until July 27, 2004 – the end of the current non-call period. On July 28, 2004, the distribution rate on the Series D Units was reduced to 7.875%. The date that the Series D Units can first be redeemed at the Operating Partnership’s option has been extended by six years to July 28, 2010. The dates that the Series B Units can first be redeemed at the Operating Partnership’s option will be extended from February 6, 2003 to December 31, 2009.
On June 14, 2000 the Operating Partnership purchased Waterford Place, a 238-unit apartment community located in San Jose, California for a contract price of $35.0 million and an additional contingent payment. The amount of the contingent payment was disputed and submitted to binding arbitration. As a result of the arbitration, the Operating Partnership was directed to issue an additional 109,874 units of limited partnership interest (“Units”) in the Operating Partnership to the sellers of Waterford Place. On March 31, 2004, the Operating Partnership completed the issuance of these Units to the sellers. In connection with this issuance, on March 31, 2004, the Operating Partnership also redeemed for cash 55,564 Units from these sellers.
On September 3, 2004, the Operating Partnership redeemed all of its outstanding, $55 million, 9.25% Series E Cumulative Redeemable Preferred Units of the Operating Partnership. In connection with this redemption the Operating Partnership wrote-off issuance costs of $1.6 million against net income available to common unitholders.
Contractual Obligations and Commercial Commitments
The following table summarizes the maturation or due dates of our contractual obligations and other commitments at December 31, 2004, and the effect such obligations could have on our liquidity and cash flow in future periods:
|
(In thousands) |
|
2005 |
|
2006 and |
|
2008 and |
|
Thereafter |
|
Total |
|
|||||
|
Mortgage notes payable |
|
$ |
18,721 |
|
$ |
149,529 |
|
$ |
200,661 |
|
$ |
698,538 |
|
$ |
1,067,449 |
|
|
Lines of credit |
|
— |
|
155,800 |
|
93,735 |
|
— |
|
249,535 |
|
|||||
|
Development commitments |
|
51,300 |
|
— |
|
— |
|
— |
|
51,300 |
|
|||||
|
Redevelopment commitments |
|
20,443 |
|
— |
|
— |
|
— |
|
20,443 |
|
|||||
|
Essex Apartment Value Fund II, L.P. capital commitment |
|
58,200 |
|
— |
|
— |
|
— |
|
58,200 |
|
|||||
|
|
|
$ |
148,664 |
|
$ |
305,329 |
|
$ |
294,396 |
|
$ |
698,538 |
|
$ |
1,446,927 |
|
48
New Accounting Pronouncements Issued But Not Yet Adopted
In December 2004, the FASB issued SFAS No. 123 revised, “Share-Based Payment”. This statement is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation”, and supercedes APB No. 25, “Accounting for Stock Issued to Employees”. The Statement requires companies to recognize in the income statement the grant-date fair value of stock options and other equity based compensation issued to employees. This Statement is effective as of the beginning of the first interim or annual period that commences after June 15, 2005. We do not believe that the adoption of SFAS No. 123 revised will have a material impact on our financial position, net earnings or cash flows.
In December, 2004, the FASB issued SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions an amendment of FASB Statements No. 66 and 67”. This Statement amends SFAS No. 66, “Accounting for Sales of Real Estate” to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, “Accounting for Real Estate Time-Sharing Transactions.” This Statement also amends SFAS No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects” to specify that guidance relating to (a) incidental operations (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. This Statement is effective for fiscal years beginning after June 15, 2005. We do not believe that the adoption of SFAS No. 152 will have a material impact on our financial position, net earnings or cash flows.
In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets an amendment of APB No. 29”. This Statement amends APB Opinion No. 29, “Accounting for Non-monetary Transactions” to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. That exception required that some non-monetary exchanges be recorded on a carryover basis versus this Statement, which requires that an entity record a non-monetary exchange at fair value and recognize any gain or loss if the transaction has commercial substance. This Statement is effective for fiscal years beginning after June 15, 2005. We do not believe that the adoption of SFAS No. 153 will have a material impact on our financial position, net earnings or cash flows.
In March 2004, the FASB issued EITF Issue No. 03-6, “Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings per Share” (EITF No. 03-6). This issue address whether the two-class method requires the presentation of basic and diluted EPS for all participating securities and how a participating security should be defined. The guidance to this issue should be applied to reporting periods beginning after March 31, 2004. Prior period earnings per share amounts presented for comparative purposes should be restated to conform to the guidance in this consensus. The impact of adopting EITF No. 03-6 on earnings per share has not yet been determined.
In October 2004, the FASB issued EITF Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share” (EITF No. 04-8). This Issue addresses when contingently convertible instruments should be included in diluted earnings per share and should be applied for reporting periods ending after December 15, 2004. The adoption of EITF No. 04-8 had no impact on our financial position, net earnings or cash flows.
In November 2004, the FASB issued EITF Issue No. 03-13, “Applying the Conditions in Paragraph 42 of FASB Statement No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report Discontinued Operations” (EITF No. 03-13). This issue assists in the development of a model for evaluating (a) which cash flows are to be considered in determining whether cash flows have been or will be eliminated and (b) what types of continuing involvement constitute significant continuing involvement. The guidance in this issue should be applied to a component of an enterprise that is either disposed of or classified as held for sale in fiscal periods beginning after December 15, 2004. Previously reported operating results related to disposal transactions initiated within an enterprise’s fiscal year that includes the date that this consensus was ratified (November 30, 2004) may be reclassified. The adoption of EITF No. 03-13 had no impact on our financial position, net earnings or cash flows. This EITF may have an impact in future periods.
In September 2004, the FASB issued EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (EITF No. 03-1). The guidance in EITF No. 03-1 was effective for other-than-temporary impairment evaluations made in reporting periods beginning after June 15, 2004. Certain provisions regarding the assessment of whether an impairment is other than temporary have been delayed. e. The adoption of EITF No. 03-1 had no impact on our financial position, net earnings or cash flows.
49
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 set forth under the caption “Risk Factors” in Item I of this Annual Report on Form 10-K 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 concentrated in high-tech sectors, have been and may be in an economic downturn. The impacts of such downturns 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 reductions in occupancy and market rental rates will result in a reduction of rental revenues, operating income, cash flows, and market value of the Operating Partnership’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 refinance or disposition of properties at acceptable prices.
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 historic levels. The immediate effect of significant and rapid interest rate increases would be higher interest expense on the Operating Partnership’s variable interest rate debt (see Item 7A and Notes 7 and 8 to consolidated financial statements). 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.
Substantial inflationary or deflationary pressures could 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.
The Company has elected to be taxed as a REIT under the Internal Revenue Code and we operate the Operating Partnership in a manner to preserve the Company’s REIT tax rule compliance. However, we cannot assure you that the Company qualifies as a REIT or that it will continue to so qualify in the future. If the Company fails to qualify as a REIT in any taxable year, it would be subject to federal income tax on its taxable income at corporate rates. The Company may also be disqualified from treatment as a REIT for the four taxable years following the year in which the Company failed to qualify. This would reduce its net earnings available for investment or distribution to stockholders because of the additional tax liability. Even if the Company continues to qualify as a REIT, it will be subject to certain federal, state and local taxes on its income and property.
50
Item 7A. 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. Management believes that the carrying amounts of its LIBOR debt approximates fair value as of December 31, 2004 because interest rates, yields and other terms for these instruments are consistent with yields and other terms currently available to the Operating Partnership for similar instruments. Management has estimated that the fair value of the Operating Partnership’s $878,617,000 of fixed rate mortgage notes payable at December 31, 2004 is approximately $945,607,000 based on the terms of existing mortgage notes payable compared to those available in the marketplace.
|
|
|
For the Years Ended December 31 |
|
||||||||||||||||||||||
|
(In thousands) |
|
2005 |
|
2006 |
|
2007 |
|
2008 |
|
2009 |
|
Thereafter |
|
Total |
|
Fair value |
|
||||||||
|
Fixed rate debt |
|
$ |
18,721 |
|
$ |
16,603 |
|
$ |
124,846 |
|
$ |
154,452 |
|
$ |
46,209 |
|
$ |
517,786 |
|
$ |
878,617 |
|
$ |
945,607 |
|
|
Average interest rate |
|
6.7 |
% |
6.7 |
% |
6.7 |
% |
6.7 |
% |
6.7 |
% |
6.7 |
% |
|
|
|
|
||||||||
|
Variable rate LIBOR debt |
|
$ |
— |
|
$ |
8,080 |
|
$ |
155,800 |
|
$ |
— |
|
$ |
— |
|
$ |
274,487 |
(1) |
$ |
438,367 |
|
$ |
438,367 |
|
|
Average interest rate |
|
— |
|
3.2 |
% |
2.3 |
% |
— |
|
— |
|
2.7 |
% |
|
|
|
|
||||||||
(1) $152,749 subject to interest rate caps.
The table incorporates only those exposures that exist as of December 31, 2004; 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 8. Financial Statements and Supplemental Data
The response to this item is submitted as a separate section of this Form 10-K. See Item 15.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
As of December 31, 2004, our general partner carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of 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 of our general partner 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
51
occurred during the quarter ended December 31, 2004, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
Our management, including the Chief Executive Officer and Chief Financial Officer of our general partner, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of their inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Operating Partnership have been detected.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2004. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2004, our internal control over financial reporting was effective based on these criteria. Our independent registered public accounting firm, KPMG LLP, has issued an audit report on our assessment of our internal control over financial reporting, which is included herein.
Item 9B. Other Information
None.
52
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 10 is incorporated by reference from the Company’s definitive proxy statement for its annual stockholders’ meeting to be held on May 10, 2005.
Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference from the Company’s definitive proxy statement for its annual stockholders’ meeting to be held on May 10, 2005.
The information required by Item 12 is incorporated by reference from the Company’s definitive proxy statement for its annual stockholders’ meeting to be held on May 10, 2005.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 is incorporated by reference from the Company’s definitive proxy statement for its annual stockholders’ meeting to be held on May 10, 2005.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is incorporated by reference from the Company’s definitive proxy statement for its annual stockholders’ meeting to be held on May 10, 2005.
53
Item 15. Exhibits and Financial Statement Schedules
(A) Financial Statements
|
(1) |
Consolidated Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheets: |
|
|
|
|
|
|
|
Statements of
Operations: |
|
|
|
|
|
|
|
Statements of
Partners’ Capital: |
|
|
|
|
|
|
|
Statements of
Cash Flows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
Financial Statement Schedule - Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2004 |
|
|
|
|
|
|
(3) |
See the Exhibit Index immediately following the signature page and certifications for a list of exhibits filed or incorporated by reference as part of this report. |
|
(B) Exhibits
The Operating Partnership hereby files, as exhibits to this Form 10-K, those exhibits listed on the Exhibit Index referenced in Item 15(A)(3) above.
54
Report of Independent Registered Public Accounting Firm
The
Partners
Essex Portfolio, L.P.:
We have audited management’s assessment, included in Management’s Report on Internal Control over Financial Reporting, appearing under Item 9A, that Essex Portfolio, L.P. maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Essex Portfolio, L.P.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Essex Portfolio, L.P.’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that Essex Portfolio, L.P. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Essex Portfolio, L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
F-1
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2004 and the related financial statement schedule III, and our report dated March 31, 2005, expressed an unqualified opinion on those consolidated financial statements.
|
|
/S/ KPMG LLP |
|
|
|
KPMG LLP |
|
San
Francisco, California
March 31, 2005
F-2
Report of Independent Registered Public Accounting Firm
The
Partners
Essex Portfolio, L.P.:
We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2004. In connection with our audits of the consolidated financial statements, we have also audited the accompanying financial statement schedule III. These consolidated financial statements and the accompanying financial statement schedule III are the responsibility of the Essex Portfolio, L.P.’s management. Our responsibility is to express an opinion on these consolidated financial statements and the accompanying financial statement schedule III based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Essex Portfolio, L.P. and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As further discussed in Note 2(a), the Essex Portfolio, L.P.’s implemented Statement of Financial Accounting Standards No. 123 Accounting for Stock Based Compensation and Financial Accounting Standards Board Interpretation No. 46R Consolidation of Variable Interest Entities effective January 1, 2004 and applied the retroactive restatement method of adoption. Accordingly, all periods presented have been restated to give effect to the change.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Essex Portfolio, L.P.’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 31, 2005, expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.
|
|
/S/ KPMG LLP |
|
|
|
KPMG LLP |
|
San
Francisco, California
March 31, 2005
F-3
ESSEX
PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2004 and 2003
(Dollars in thousands, except share amounts)
|
|
|
2004 |
|
2003 |
|
||
|
ASSETS |
|
|
|
|
|
||
|
Real estate: |
|
|
|
|
|
||
|
Rental properties: |
|
|
|
|
|
||
|
Land and land improvements |
|
$ |
536,600 |
|
$ |
469,347 |
|
|
Buildings and improvements |
|
1,834,594 |
|
1,514,775 |
|
||
|
|
|
2,371,194 |
|
1,984,122 |
|
||
|
Less accumulated depreciation |
|
(335,242 |
) |
(265,763 |
) |
||
|
|
|
2,035,952 |
|
1,718,359 |
|
||
|
Real estate investments held for sale, net of accumulated depreciation of $496 as of December 31, 2004 |
|
14,445 |
|
— |
|
||
|
Investments. |
|
49,712 |
|
79,567 |
|
||
|
Real estate under development |
|
38,320 |
|
55,183 |
|
||
|
|
|
2,138,429 |
|
1,853,109 |
|
||
|
Cash and cash equivalents-unrestricted |
|
10,644 |
|
14,768 |
|
||
|
Cash and cash equivalents-restricted cash |
|
21,255 |
|
11,175 |
|
||
|
Notes receivable from investees and other related parties |
|
1,435 |
|
5,738 |
|
||
|
Notes and other receivables |
|
9,535 |
|
6,021 |
|
||
|
Prepaid expenses and other assets |
|
25,181 |
|
17,426 |
|
||
|
Deferred charges, net |
|
10,738 |
|
8,574 |
|
||
|
Total assets |
|
$ |
2,217,217 |
|
$ |
1,916,811 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND PARTNERS’ CAPITAL |
|
|
|
|
|
||
|
Mortgage notes payable |
|
$ |
1,067,449 |
|
$ |
895,945 |
|
|
Lines of credit |
|
249,535 |
|
93,100 |
|
||
|
Accounts payable and accrued liabilities |
|
29,997 |
|
20,834 |
|
||
|
Dividends payable |
|
21,976 |
|
22,379 |
|
||
|
Other liabilities |
|
11,853 |
|
17,153 |
|
||
|
Deferred gain. |
|
5,000 |
|
— |
|
||
|
Total liabilities |
|
1,385,810 |
|
1,049,411 |
|
||
|
Minority interests |
|
49,254 |
|
55,592 |
|
||
|
Redeemable convertible limited partnership units |
|
4,750 |
|
— |
|
||
|
|
|
|
|
|
|
||
|
Partners’ capital: |
|
|
|
|
|
||
|
General partner: |
|
|
|
|
|
||
|
Common equity. |
|
566,865 |
|
556,987 |
|
||
|
Preferred equity (liquidation value of $25,000) |
|
24,412 |
|
24,412 |
|
||
|
|
|
591,277 |
|
581,399 |
|
||
|
|
|
|
|
|
|
||
|
Limited partners: |
|
|
|
|
|
||
|
Common equity |
|
59,436 |
|
50,294 |
|
||
|
Preferred equity (liquidation value of $130,000 and $185,000 as of December 31, 2004 and 2003, respectively) |
|
126,690 |
|
180,115 |
|
||
|
|
|
186,126 |
|
230,409 |
|
||
|
Total partners’ capital. |
|
777,403 |
|
811,808 |
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
Total liabilities and partners’ capital |
|
$ |
2,217,217 |
|
$ |
1,916,811 |
|
See accompanying notes to consolidated financial statements.
F-4
ESSEX
PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of
Operations
Years ended December 31, 2004, 2003 and 2002
(Dollars in thousands, except per unit and unit amounts)
|
|
|
2004 |
|
2003 |
|
2002 |
|
|||
|
Revenues: |
|
|
|
|
|
|
|
|||
|
Rental |
|
$ |
273,878 |
|
$ |
243,412 |
|
$ |
204,570 |
|
|
Other property |
|
9,605 |
|
8,164 |
|
6,513 |
|
|||
|
Total property revenues |
|
283,483 |
|
251,576 |
|
211,083 |
|
|||
|
Expenses: |
|
|
|
|
|
|
|
|||
|
Property operating expenses: |
|
|
|
|
|
|
|
|||
|
Maintenance and repairs |
|
21,057 |
|
18,623 |
|
13,687 |
|
|||
|
Real estate taxes |
|
24,920 |
|
19,490 |
|
15,003 |
|
|||
|
Utilities |
|
12,992 |
|
12,664 |
|
10,630 |
|
|||
|
Administrative |
|
28,934 |
|
22,912 |
|
19,242 |
|
|||
|
Advertising |
|
4,169 |
|
4,174 |
|
3,497 |
|
|||
|
Insurance |
|
4,784 |
|
3,918 |
|
2,620 |
|
|||
|
Depreciation and amortization |
|
72,616 |
|
57,190 |
|
43,909 |
|
|||
|
Total property operating expenses |
|
169,472 |
|
138,971 |
|
108,588 |
|
|||
|
Interest |
|
63,023 |
|
52,410 |
|
43,186 |
|
|||
|
Amortization of deferred financing costs |
|
1,587 |
|
1,197 |
|
814 |
|
|||
|
General and administrative |
|
18,341 |
|
9,637 |
|
8,636 |
|
|||
|
Total expenses |
|
252,423 |
|
202,215 |
|
161,224 |
|
|||
|
Gain on the sale of real estate |
|
7,909 |
|
— |
|
145 |
|
|||
|
Interest and other including from related parties (Note 6) |
|
8,027 |
|
6,715 |
|
12,505 |
|
|||
|
Equity income in co-investments |
|
59,522 |
|
3,296 |
|
5,402 |
|
|||
|
Minority interests |
|
(3,498 |
) |
(4,134 |
) |
(3,664 |
) |
|||
|
Income from continuing operations |
|
103,020 |
|
55,238 |
|
64,247 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Discontinued operations: |
|
|
|
|
|
|
|
|||
|
Operating income from real estate sold |
|
1,614 |
|
1,728 |
|
332 |
|
|||
|
Gain on sale of real estate |
|
— |
|
— |
|
9,051 |
|
|||
|
Impairment loss |
|
(826 |
) |
— |
|
— |
|
|||
|
Income from discontinued operations |
|
788 |
|
1,728 |
|
9,383 |
|
|||
|
Net income |
|
103,808 |
|
56,966 |
|
73,630 |
|
|||
|
Write off of Series C preferred unit offering costs |
|
— |
|
(625 |
) |
— |
|
|||
|
Write off of Series E preferred unit offering costs |
|
(1,575 |
) |
— |
|
— |
|
|||
|
Amortization of discount on general partner preferred equity |
|
— |
|
(336 |
) |
— |
|
|||
|
Preferred return to general partner - Series F |
|
(1,952 |
) |
(195 |
) |
— |
|
|||
|
Distribution to preferred units - limited partners |
|
(14,175 |
) |
(17,996 |
) |
(18,319 |
) |
|||
|
Net income available to common unitholders |
|
$ |
86,106 |
|
$ |
37,814 |
|
$ |
55,311 |
|
|
Per common unit data: |
|
|
|
|
|
|
|
|||
|
Basic: |
|
|
|
|
|
|
|
|||
|
Income from continuing operations available to common units |
|
$ |
3.38 |
|
$ |
1.52 |
|
$ |
2.21 |
|
|
Income from discontinued operations |
|
0.03 |
|
0.07 |
|
0.45 |
|
|||
|
Net income available to common units |
|
$ |
3.41 |
|
$ |
1.59 |
|
$ |
2.66 |
|
|
|
|
|
|
|
|
|
|
|||
|
Weighted average number of common units outstanding during the year |
|
25,255,190 |
|
23,737,077 |
|
20,812,272 |
|
|||
|
Diluted: |
|
|
|
|
|
|
|
|||
|
Income from continuing operations available to common units |
|
$ |
3.35 |
|
$ |
1.51 |
|
$ |
2.19 |
|
|
Income from discontinued operations |
|
0.03 |
|
0.07 |
|
0.45 |
|
|||
|
Net income available to common units |
|
$ |
3.38 |
|
$ |
1.58 |
|
$ |
2.64 |
|
|
|
|
|
|
|
|
|
|
|||
|
Weighted average number of common units outstanding during the year |
|
25,490,266 |
|
23,947,930 |
|
21,007,501 |
|
|||
See accompanying notes to consolidated financial statements.
F-5
ESSEX
PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of
Partners’ Capital
Years ended December 31, 2004, 2003 and 2002
(Dollars and units in thousands)
|
|
|
General Partner |
|
Limited Partners |
|
|
|
|||||||||||||
|
|
|
Common Equity |
|
Preferred |
|
Common Equity |
|
Preferred |
|
|
|
|||||||||
|
|
|
Units |
|
Amount |
|
Amount |
|
Units |
|
Amount |
|
Amount |
|
Total |
|
|||||
|
Balances at December 31, 2001 |
|
18,428 |
|
379,612 |
|
— |
|
2,286 |
|
45,196 |
|
204,490 |
|
629,298 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Issuance of common units under stock-based compensation plans |
|
246 |
|
4,049 |
|
— |
|
— |
|
— |
|
— |
|
4,049 |
|
|||||
|
Shares purchased by Operating Partnership |
|
(411 |
) |
(19,715 |
) |
— |
|
— |
|
— |
|
— |
|
(19,715 |
) |
|||||
|
Issuance of general partner common units |
|
2,720 |
|
136,809 |
|
— |
|
— |
|
— |
|
— |
|
136,809 |
|
|||||
|
Redemption of limited partner common units |
|
— |
|
— |
|
— |
|
(6 |
) |
(309 |
) |
— |
|
(309 |
) |
|||||
|
Vested series Z incentive units |
|
— |
|
— |
|
— |
|
40 |
|
413 |
|
— |
|
413 |
|
|||||
|
Reallocation of partners’ capital |
|
— |
|
(6,937 |
) |
— |
|
— |
|
6,937 |
|
— |
|
— |
|
|||||
|
Net income |
|
— |
|
48,640 |
|
— |
|
— |
|
6,671 |
|
18,319 |
|
73,630 |
|
|||||
|
Partners’ distributions |
|
— |
|
(56,767 |
) |
— |
|
— |
|
(7,219 |
) |
(18,319 |
) |
(82,305 |
) |
|||||
|
Balances at December 31, 2002 |
|
20,983 |
|
485,691 |
|
— |
|
2,320 |
|
51,689 |
|
204,490 |
|
741,870 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Issuance of common units under stock-based compensation plans |
|
207 |
|
7,501 |
|
— |
|
— |
|
— |
|
— |
|
7,501 |
|
|||||
|
Issuance of general partner common units |
|
1,636 |
|
99,202 |
|
— |
|
— |
|
— |
|
— |
|
99,202 |
|
|||||
|
Contribution of general partner preferred equity |
|
— |
|
— |
|
24,076 |
|
— |
|
— |
|
— |
|
24,076 |
|
|||||
|
Amortization of discount on general partner preferred equity |
|
— |
|
(302 |
) |
336 |
|
— |
|
(34 |
) |
— |
|
— |
|
|||||
|
Redemption of limited partner common units |
|
— |
|
— |
|
— |
|
(15 |
) |
(769 |
) |
— |
|
(769 |
) |
|||||
|
Redemption of Series C preferred unit |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(25,000 |
) |
(25,000 |
) |
|||||
|
Write off of Series C preferred unit offering costs |
|
— |
|
(562 |
) |
— |
|
— |
|
(63 |
) |
625 |
|
— |
|
|||||
|
Vested series Z incentive units |
|
— |
|
— |
|
— |
|
16 |
|
545 |
|
— |
|
545 |
|
|||||
|
Reallocation of partners’ capital |
|
— |
|
(2,203 |
) |
— |
|
— |
|
2,203 |
|
— |
|
— |
|
|||||
|
Net income |
|
— |
|
34,798 |
|
195 |
|
— |
|
3,977 |
|
17,996 |
|
56,966 |
|
|||||
|
Partners’ distributions |
|
— |
|
(67,138 |
) |
(195 |
) |
— |
|
(7,254 |
) |
(17,996 |
) |
(92,583 |
) |
|||||
|
Balances at December 31, 2003 |
|
22,826 |
|
556,987 |
|
24,412 |
|
2,321 |
|
50,294 |
|
180,115 |
|
811,808 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Issuance of common units under stock-based compensation plans |
|
155 |
|
6,058 |
|
— |
|
— |
|
— |
|
— |
|
6,058 |
|
|||||
|
Issuance of general partner common units |
|
53 |
|
2,307 |
|
— |
|
— |
|
— |
|
— |
|
2,307 |
|
|||||
|
Issuance of limited partners’ common units |
|
— |
|
— |
|
— |
|
184 |
|
7,213 |
|
— |
|
7,213 |
|
|||||
|
Redemption of limited partner common units |
|
— |
|
— |
|
— |
|
(62 |
) |
(3,757 |
) |
— |
|
(3,757 |
) |
|||||
|
Redemption of Series E preferred unit |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(55,000 |
) |
(55,000 |
) |
|||||
|
Write off of Series E preferred unit offering costs |
|
— |
|
(1,422 |
) |
— |
|
— |
|
(153 |
) |
1,575 |
|
— |
|
|||||
|
Vested series Z and Z-1 incentive units |
|
— |
|
— |
|
— |
|
35 |
|
537 |
|
— |
|
537 |
|
|||||
|
Reallocation of partners’ capital |
|
— |
|
(4,264 |
) |
— |
|
— |
|
4,264 |
|
— |
|
— |
|
|||||
|
Net income |
|
— |
|
79,163 |
|
1,952 |
|
— |
|
8,518 |
|
14,175 |
|
103,808 |
|
|||||
|
Partners’ distributions |
|
— |
|
(71,964 |
) |
(1,952 |
) |
— |
|
(7,480 |
) |
(14,175 |
) |
(95,571 |
) |
|||||
|
Balances at December 31, 2004 |
|
23,034 |
|
$ |
566,865 |
|
$ |
24,412 |
|
2,478 |
|
$ |
59,436 |
|
$ |
126,690 |
|
$ |
777,403 |
|
See accompanying notes to consolidated financial statements.
F-6
ESSEX
PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of
Cash Flows
Years ended December 31, 2004, 2003 and 2002
(Dollars in thousands)
|
|
|
2004 |
|
2003 |
|
2002 |
|
|||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
103,808 |
|
$ |
56,966 |
|
$ |
73,630 |
|
|
Minority interests |
|
3,430 |
|
4,135 |
|
3,664 |
|
|||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|||
|
Gain on the sales of real estate |
|
(7,909 |
) |
— |
|
(9,196 |
) |
|||
|
The Company’s share of gain on the sales of co-investment assets |
|
(39,241 |
) |
— |
|
(1,391 |
) |
|||
|
Impairment charge |
|
826 |
|
— |
|
— |
|
|||
|
Equity income of limited partnerships |
|
(20,281 |
) |
(3,296 |
) |
(5,402 |
) |
|||
|
Depreciation and amortization |
|
72,923 |
|
57,587 |
|
44,100 |
|
|||
|
Amortization of deferred financing costs |
|
1,587 |
|
1,197 |
|
814 |
|
|||
|
Changes in operating assets and liabilities, net of effects of |
|
|
|
|
|
|
|
|||
|
Sachs merger in 2002: |
|
|
|
|
|
|
|
|||
|
Prepaid expenses and other assets |
|
(1,189 |
) |
(3,103 |
) |
(2,393 |
) |
|||
|
Accounts payable and accrued liabilities |
|
5,942 |
|
(6,212 |
) |
(7,243 |
) |
|||
|
Other liabilities |
|
1,842 |
|
682 |
|
(1,515 |
) |
|||
|
Net cash provided by operating activities |
|
121,738 |
|
107,956 |
|
95,068 |
|
|||
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|||
|
Additions to real estate: |
|
|
|
|
|
|
|
|||
|
Acquisitions of real estate |
|
(176,888 |
) |
(65,607 |
) |
(9,323 |
) |
|||
|
Acquisition of Sachs’ Portfolio |
|
— |
|
(1,766 |
) |
(96,637 |
) |
|||
|
Improvements to recent acquisitions |
|
(10,062 |
) |
(9,319 |
) |
(3,273 |
) |
|||
|
Redevelopment |
|
(10,258 |
) |
(3,329 |
) |
(7,739 |
) |
|||
|
Revenue generating capital expenditures |
|
(281 |
) |
(219 |
) |
(1,203 |
) |
|||
|
Non-revenue generating capital expenditures |
|
(10,095 |
) |
(9,248 |
) |
(7,847 |
) |
|||
|
Disposition of real estate |
|
90,962 |
|
— |
|
3,775 |
|
|||
|
(Increase) decrease in restricted cash |
|
(10,080 |
) |
3,724 |
|
7,623 |
|
|||
|
Additions to notes receivable from investees, other related parties and other receivables |
|
(5,365 |
) |
(3,228 |
) |
(3,399 |
) |
|||
|
Repayments of notes from investees, other related parties and other receivables |
|
4,251 |
|
183 |
|
42,786 |
|
|||
|
Net distribution from (contribution) to investments in corporations and limited partnerships |
|
31,129 |
|
(26,814 |
) |
29,026 |
|
|||
|
Additions to real estate under development |
|
(28,372 |
) |
(30,441 |
) |
(55,519 |
) |
|||
|
Net cash used in investing activities |
|
(125,059 |
) |
(146,064 |
) |
(101,730 |
) |
|||
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|||
|
Proceeds from mortgage and other notes payable and lines of credit |
|
447,870 |
|
306,238 |
|
242,194 |
|
|||
|
Repayment of mortgage and other notes payable and lines of credit |
|
(287,359 |
) |
(271,229 |
) |
(129,814 |
) |
|||
|
Additions to deferred charges |
|
(4,050 |
) |
(1,758 |
) |
(1,376 |
) |
|||
|
Net proceeds from stock options exercised |
|
5,483 |
|
6,865 |
|
3,376 |
|
|||
|
Net proceeds for issuance of common units to general partner |
|
— |
|
97,072 |
|
— |
|
|||
|
Net proceeds for issuance of preferred equity to general partner |
|
— |
|
24,664 |
|
— |
|
|||
|
General partner shares purchased by limited partners |
|
— |
|
— |
|
(19,715 |
) |
|||
|
Redemption of limited partner units and minority interest |
|
(7,080 |
) |
(27,399 |
) |
(2,032 |
) |
|||
|
Redemption of limited preferred partner series E unit |
|
(55,000 |
) |
— |
|
— |
|
|||
|
Contributions from minority interest partners |
|
— |
|
— |
|
(14 |
) |
|||
|
Distributions to limited partner units and minority interest |
|
(27,948 |
) |
(30,487 |
) |
(30,238 |
) |
|||
|
Distributions to general partner |
|
(72,719 |
) |
(63,166 |
) |
(55,603 |
) |
|||
|
Net cash provided by (used in) financing activities |
|
(803 |
) |
40,800 |
|
6,778 |
|
|||
|
Net increase (decrease) in cash and cash equivalents |
|
(4,124 |
) |
2,692 |
|
116 |
|
|||
|
Cash and cash equivalents at beginning of year |
|
14,768 |
|
12,076 |
|
11,960 |
|
|||
|
Cash and cash equivalents at end of year |
|
$ |
10,644 |
|
$ |
14,768 |
|
$ |
12,076 |
|
See accompanying notes to consolidated financial statements.
F-7
|
|
|
2004 |
|
2003 |
|
2002 |
|
|||
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|||
|
Cash paid for interest, net of $1,997, $4,084 and $6,814 capitalized in 2004, 2003 and 2002, respectively |
|
$ |
60,007 |
|
$ |
48,284 |
|
$ |
37,097 |
|
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
|
|||
|
Real estate under development transferred to rental properties |
|
$ |
48,239 |
|
$ |
124,459 |
|
$ |
16,907 |
|
|
Real estate investment transferred to rental properties |
|
$ |
(1,400 |
) |
$ |
— |
|
$ |
— |
|
|
Mortgage notes payable assumed in connection with the purchase of real estate |
|
$ |
167,635 |
|
$ |
— |
|
$ |
— |
|
|
Issuance of redeemable convertible limited partnership and Operating Partnership units in connection with the purchase of real estate |
|
$ |
4,805 |
|
$ |
— |
|
$ |
— |
|
|
Capitalized costs relating to arbitration agreement in connection with the purchase of real estate |
|
$ |
— |
|
$ |
7,200 |
|
$ |
— |
|
|
Common units issued to the general partner pursuant to phantom stock plan |
|
$ |
328 |
|
$ |
254 |
|
$ |
317 |
|
|
Receipt of note receivable from third party in connection with the sale of real estate |
|
$ |
— |
|
$ |
— |
|
$ |
40,000 |
|
|
Issuance of common units to general partner in exchange for the redemption of Down REIT units |
|
$ |
2,307 |
|
$ |
— |
|
$ |
— |
|
|
Proceeds from disposition of real estate held by exchange facilitator |
|
$ |
52,549 |
|
$ |
— |
|
$ |
19,477 |
|
|
Real estate assets acquired due to merger: |
|
|
|
|
|
|
|
|||
|
Real estate |
|
$ |
— |
|
$ |
3,970 |
|
$ |
306,708 |
|
|
Prepaid expenses |
|
— |
|
— |
|
2,053 |
|
|||
|
Deferred charges |
|
— |
|
— |
|
490 |
|
|||
|
Notes payable |
|
— |
|
— |
|
(64,640 |
) |
|||
|
Accounts payable and accrued liabilities |
|
— |
|
— |
|
(8,411 |
) |
|||
|
Other liabilities |
|
— |
|
— |
|
(2,754 |
) |
|||
|
Additional paid in capital |
|
— |
|
(2,170 |
) |
(136,809 |
) |
|||
|
|
|
$ |
— |
|
$ |
1,800 |
|
$ |
96,637 |
|
See accompanying notes to consolidated financial statements.
F-8
ESSEX
PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2004, 2003 and 2002
(Dollars in thousands, except for per share and per unit amounts)
(1) Organization
The accompanying consolidated financial statements present the accounts of Essex Portfolio, L.P. (the Operating Partnership), and its subsidiaries. The Company was incorporated in the state of Maryland in March 1994. On June 13, 1994, the Company commenced operations with the completion of an initial public offering (the Offering) in which it issued 6,275,000 shares of common stock at $19.50 per share. The net proceeds of the Offering of $112,070 were used to acquire a 77.2% general partnership interest in the Operating Partnership.
The common equity limited partners own a 9.7% interest in the Operating Partnership as of December 31, 2004. The common equity limited partners may convert their 2,386,938 Operating Partnership units into an equivalent number of shares of Copmany common stock or cash (based upon the trading price of the Company’s common stock on the conversion date.) The Company has reserved shares of common stock for such conversions. These conversion rights may be exercised by the common equity limited partners at any time through 2024.
On December 17, 2002, the Operating Partnership acquired, by merger, John M. Sachs, Inc. (“Sachs Portfolio”) resulting in the acquisition of its real estate portfolio, which consisted of 20 multifamily properties, five recreational vehicle parks, two manufactured housing communities and two small office buildings. Total consideration in the transaction was $306,700 and was structured as a tax-free reorganization whereby the Company: (i) issued 2,719,875 shares of its common stock valued at $136,800, (ii) assumed mortgages on four of the newly acquired properties for approximately $64,600 with a fixed interest rate of 5.51%, maturing in January 2013, (iii) assumed and repaid unsecured liabilities in the amount of approximately $33,000, and (iv) paid the balance in cash of $72,200. The cash portion was funded through four new non-recourse mortgages on four previously unencumbered properties, with a weighted average interest rate of 5.64%, maturing in January 2013 and draws upon new and existing lines of credit. The Operating Partnership accounted for this transaction using the purchase method of accounting which resulted in the allocation of the purchase price to the assets and liabilities acquired based on their fair values. The fair value of assets and liabilities were based on management’s estimates. No goodwill was recognized in connection with this purchase. The Operating Partnership’s results of operations for the period December 17, 2002 through December 31, 2002 include the Sachs Portfolio. On July 30, 2003, and under terms of the merger agreement, a final analysis was prepared, which indicated that the actual net liabilities of Sachs were less than the net liabilities of Sachs estimated to be outstanding as of the merger date. Based on this final analysis and as a post-closing adjustment pursuant to the merger agreement, the Operating Partnership made a final payment of $1,800 in cash and issued an additional 35,860 shares of common stock valued at $2,170 to certain of the pre-merger shareholders of Sachs.
Unaudited pro forma information reflecting the acquisition of the Sachs Portfolio is presented in the following table. The amounts included therein assume that the acquisition had taken place at the beginning of the year.
|
|
|
2002 |
|
|
|
Total property revenues |
|
$ |
250,355 |
|
|
Total expenses |
|
195,309 |
|
|
|
Minority interests |
|
(3,664 |
) |
|
|
Gain on sale of real estate |
|
145 |
|
|
|
Interest and other income |
|
12,505 |
|
|
|
Equity income in co-investments |
|
5,402 |
|
|
|
Income from continuing operations |
|
69,434 |
|
|
|
Basic earnings per share from continuing operations |
|
2.96 |
|
|
|
Diluted earnings per share from continuing operations |
|
2.94 |
|
|
|
|
|
|
|
|
|
Weighted average number of proforma units outstanding: |
|
|
|
|
|
Basic |
|
23,427,873 |
|
|
|
Diluted |
|
23,623,102 |
|
|
F-9
As of December 31, 2004, the Operating Partnership operates and has ownership interests in 120 multifamily properties (containing 25,518 units), four recreational vehicle parks (containing 698 spaces), five office buildings (totaling approximately 173,540 square feet), and two manufactured housing communities (containing 607 sites) (collectively, the Properties). The Properties are located in Southern California (Los Angeles, Ventura, Orange, San Diego, and Riverside counties), Northern California (the San Francisco Bay Area), the Pacific Northwest (Seattle, Washington, and Portland, Oregon metropolitan areas) and other areas (Las Vegas, Nevada and Houston, Texas).
(2) Summary of Critical and Significant Accounting Policies
(a) Adoption of New Accounting Principles
As more fully described below in Notes 2 (b), 2(m) and 2(n), the accompanying 2003 and 2002 consolidated financial statements have been restated. The restatement for the retroactive adoption of the provisions of FASB Interpretation No. 46R and Statement of Financial Accounting Standard No. 123 has been reflected in all of the notes to the consolidated financial statements including the unaudited quarterly results of operations.
(b) Principles of Consolidation
The accounts of the Operating Partnership, its controlled subsidiaries and its variable interest entities in which it is the primary beneficiary are consolidated in the accompanying financial statements. All significant inter-company accounts and transactions have been eliminated. We use the equity method to account for investments that do not qualify as variable interest entities or where we do not own a majority of the economic interest, but have the ability to exercise significant influence over the operating and financial policies of the investee. For an investee accounted for under the equity method, our share of net earnings or losses of the investee is reflected in income as earned and distributions are credited against the investment as received.
As of January 1, 2004, we adopted FASB Interpretation No. 46 “Consolidation of Variable Interest Entities” (revised) using the retroactive restatement approach, and amounts have been restated for the years ended December 31, 2003 and 2002. As a result, the accompanying consolidated financial statements have been restated to reflect the consolidated financial position and results of operations of Essex Property Trust, Essex Management Corporation (EMC), Essex Fidelity I Corporation (EFC), 17 Down REIT limited partnerships (comprising ten properties), an office building that is subject to loans made by the Operating Partnership, and the multifamily improvements owned by a third party in which the Operating Partnership owns the land underlying these improvements and from which the Operating Partnership receives fees, including land lease, subordination and property management fees in accordance with U.S. generally accepted accounting principles. The Operating Partnership’s total assets and liabilities related to these VIEs, net of intercompany eliminations, were approximately $238.1 million and $155.1 million, respectively, at December 31, 2004 and $246.1 million and $156.5 million, respectively, at December 31, 2003. We previously accounted for EMC, EFC, and the Down REIT limited partnerships using the equity method of accounting.
The Down REIT entities that collectively own ten multifamily properties (1,831 units) were investments made under arrangements whereby EMC became the general partner, the Operating Partnership became a special limited partner, and the other limited partners were granted rights of redemption for their interests. Such limited partners can request to be redeemed and the Operating Partnership can elect to redeem their rights for cash or by issuing shares of the Company’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 units held. At December 31, 2004, the maximum number of shares that could be issued to meet redemption of these Down REIT entities is 1,345,003. As of December 31, 2004 and December 31, 2003, the carrying value of the other limited partners’ interests is presented at their historical cost and is classified within minority interests in the accompanying consolidated balance sheets.
Interest holders in VIEs consolidated by the Operating Partnership are allocated a priority of net income equal to the cash payments made to those interest holders for services rendered or distributions from cash flow. The remaining results of operations are generally allocated to the Operating Partnership.
Properties consolidated in accordance with FIN 46R were encumbered by third party, non-recourse loans totaling $151.3 million and $152.7 million as of December 31, 2004 and December 31, 2003, respectively.
F-10
During December 31, 2004, the Operating Partnership entered into two arrangements that are deemed VIEs. The entity that purchased The Essex at Lake Merritt property as discussed in Note 3 – Dispositions, is a VIE. We have concluded that the Operating Partnership’s participating loan to the entity does not result in the Operating Partnership being the primary beneficiary. The Operating Partnership entered into a joint venture to develop a 5-story building in Los Angeles, California. The Operating Partnership is the primary beneficiary, and the joint venture is consolidated as of December 31, 2004.
As of December 31, 2004 the Operating Partnership is involved with two VIEs in which the Operating Partnership is not deemed to be the primary beneficiary. Total assets and liabilities of these entities as of December 31, 2004 were approximately $116.0 million and $107.0 million, respectively. The Operating Partnership’s maximum exposure to loss resulting from these unconsolidated VIEs is not considered significant.
(c) Real Estate Rental Properties and Discontinued Operations
Significant expenditures, which improve or extend the life of an asset and have a useful life of greater than one year, are capitalized. Operating real estate assets are stated at cost and consist of land, buildings and improvements, furniture, fixtures and equipment, and other costs incurred during their development, redevelopment and acquisition. Expenditures for maintenance and repairs are charged to expense as incurred.
The depreciable life of various categories of fixed assets are as follows:
|
Computer equipment |
|
3 years |
|
|
Interior unit improvements |
|
5 years |
|
|
Land improvement and certain exterior components of real property |
|
10 years |
|
|
Real estate structures |
|
30 years |
|
In accordance with SFAS No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects,” the Operating Partnership capitalizes pre-development costs incurred in pursuit of new development opportunities for which the Operating Partnership currently believes future development is probable. Pre-development costs for which a future development is no longer considered probable are charged to expense.
Costs incurred with the development or redevelopment of real estate assets are capitalized if they are clearly associated with the development or redevelopment of rental property, or are associated with the construction or expansion of real property. Such capitalized costs include land, land improvements, allocated costs of the Operating Partnership’s project management staff, construction costs, as well as interest and related loan fees, property taxes and insurance. Capitalization begins when active development commences or when a redevelopment asset is taken out-of-service. Capitalization ends when the apartment home is completed and the property is available for a new residence.
In accordance with Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations,” the Operating Partnership allocates the purchase price of real estate to land and building, and identifiable intangible assets, such as the value of above, below and at-market in-place leases. The values of the above and below market leases are amortized and recorded as either a decrease (in the case of above market leases) or an increase (in the case of below market leases) to rental revenue over the remaining term of the associated leases acquired. Acquired at-market leases are amortized to expense over the term the Operating Partnership expects to retain the acquired tenant, which is generally 20 months.
In accordance with SFAS 141 and its applicability to acquired in-place leases, we perform the following evaluation for properties we acquire:
(1) estimate the value of the real estate “as if vacant” as of the acquisition date;
(2) allocate that value among land and building and determine the associated asset life for each;
(3) compute the value of the difference between the “as if vacant” value and the purchase price, which will represent the total intangible assets;
(4) allocate the value of the above and below market leases to the intangible assets and determine the associated life of the above market/ below market leases;
F-11
(5) allocate the remaining intangible value to the at-market in-place leases or customer relationships, if any, and the associated lives of these assets;
Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment or held for sale may not be fully recoverable, the carrying amount will be evaluated for impairment. If the sum of the property’s expected future cash flows (undiscounted and without interest charges) is less than the carrying amount (including intangible assets) of the property, then the Operating Partnership will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Such fair value of a property is determined using conventional real estate valuation methods, such as discounted cash flow, the property’s unleveraged yield in comparison to the unleveraged yields and sales prices of similar properties that have been recently sold, and other third party information, if available. As of December 31, 2004, no properties were impaired.
In accordance with Statement of Financial Accounting Standard No. 144 “Accounting for Impairment of Disposal of Long-Lived Assets” the Operating Partnership presents income and gains/losses on properties sold as discontinued operations net of minority interests. Real estate investments accounted for under the equity method of accounting remain classified in continuing operations upon disposition. During 2004, the Operating Partnership granted the lessees of one manufactured housing community and two recreational vehicle parks the right to exercise their purchase agreements in 2004. On July 18, 2004, the Operating Partnership sold Golden Village Recreational Vehicle Park for $6,700. As of December 31, 2004, Riviera RV Resort and Riviera Mobile Home Park met the “held for sale” criteria under SFAS 144. In accordance with SFAS 144, assets and liabilities and the results of operations of the properties are presented as discontinued operations in the consolidated financial statements for all periods presented.
(d) Investments and Joint Ventures
The Operating Partnership owns investments in joint ventures and affiliates and has significant influence but its ownership interest does not meet the criteria for consolidation in accordance with FIN 46R and Accounting Research Bulletin No. 51. Therefore, we account for our interest using the equity method of accounting. 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 GAAP earnings or losses since its initial investment. The Operating Partnership’s share of equity in income and gains on sales of real estate are included in other income in the accompanying consolidated statements of operations.
Some of these investments and/or joint ventures compensate the Operating Partnership for its asset management services and may provide promote distributions if certain financial return benchmarks are achieved. Asset management fees and promote fees are recognized when the earnings events have occurred and there is GAAP earnings in the underlying entities. Asset management fees and promote fees are reflected in interest and other and equity income in co-investments respectively, in the accompanying consolidated statements of operations.
(e) Revenues and Gains on Sale of Real Estate
Rental revenue is reported on the accrual basis of accounting.
Revenues from tenants renting or leasing apartment units, recreational vehicle park spaces or manufactured housing community spaces are recorded when due from tenants and are recognized monthly as it is earned, which is not materially different than on a straight-line basis. Units or spaces are rented under short-term leases (generally, lease terms of 6 to 12 months) and may provide no rent for one or two months, depending on the market conditions and leasing practices of our competitors in each sub-market at the time the leases are executed.
The Operating Partnership recognizes gains on sales of real estate when a contract is in place, a closing has taken place, the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property and the Operating Partnership does not have a substantial continuing involvement in the property.
(f) Income Taxes
No provision for income taxes has been made as the Operating Partnership’s taxable income or loss is reportable on the tax returns of the individual partners based on their proportionate interest in the Operating Partnership.
F-12
In order to maintain the Company's compliance with REIT tax rules, the Operating Partnership utilizes taxable REIT subsidiaries (“TRS”) for various revenue generating or investment activities. The TRS’s are consolidated by the Operating Partnership. The activities and tax related provisions, assets and liabilities are not material.
(g) Notes Receivable and Interest Income
Notes receivable relate to real estate financing arrangements that exceed one year. They bear interest at a market rate based on the borrower’s credit quality and are recorded at face value. Interest is recognized over the life of the note. The Operating Partnership requires collateral for the notes.
Each note is analyzed to determine if it is impaired pursuant to FASB’s SFAS No. 114, Accounting by Creditors for Impairment of a Loan. A note is impaired if it is probable that the Operating Partnership will not collect all principal and interest contractually due. The impairment is measured periodically based on the present value of expected future cash flows discounted at the note’s effective interest rate. The Operating Partnership does not accrue interest when a note is considered impaired. All cash receipts on impaired notes are applied to reduce the principal amount of such notes until the principal has been recovered and, thereafter, are recognized as interest income.
(h) Interest Rate Protection, Swap, and Forward Contracts
The Operating Partnership has from time to time used interest rate protection, swap and forward contracts to manage its interest rate exposure on current or identified future debt transactions. The Operating Partnership accounts for such derivative contracts using SFAS No. 133. Under SFAS No. 133, derivative instruments are required to be included in the balance sheet at fair value. The changes in the fair value of the derivatives are accounted for depending on the use of the derivative and whether it has been designated and qualifies as a part of a hedging relationship. If the hedged exposure is a cash flow exposure, changes in fair value of the effective portion of the gain or loss on the derivative instrument are reported initially as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings. Changes in the ineffective portion of the gain or loss are reported in earnings immediately.
(i) Deferred Charges
Deferred charges are principally comprised of loan fees and related costs which are amortized over the terms of the related borrowing in a manner which approximates the effective interest method.
(j) Interest
The Operating Partnership capitalized $1,997, $4,084, and $6,814 of interest related to the development of real estate during 2004, 2003, and 2002, respectively.
F-13
(k) Cash Equivalents and Restricted Cash
Highly liquid investments with original maturities of three months or less when purchased are classified as cash equivalents. Restricted cash relates to reserve requirements in connection with the Operating Partnership’s mortgage debt.
(l) Minority Interest
The Down REIT entities that collectively own ten multifamily properties (1,831 units) were investments made under arrangements when EMC became the general partner, the Operating Partnership became a special limited partner, and the other limited partners were granted rights of redemption for their interests. Such limited partners can request to be redeemed and the Company can elect to redeem their rights for cash or by issuing shares of its 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 units held. At December 31, 2004, the maximum number of shares that could be issued to meet redemption of these Down REIT entities is 1,345,003. As of December 31, 2004 and December 31, 2003, the carrying value of the other limited partners’ interests is presented at their historical cost and is classified within minority interests in the accompanying consolidated balance sheets.
(m) Stock-based Compensation
As of January 1, 2004, the Company adopted the fair value method of accounting for its stock-based compensation plans using the retroactive restatement method as provided by Statement of Financial Accounting Standards No. 123 (SFAS 123), “Accounting for Stock-Based Compensation.” Under the fair value method, stock-based compensation cost is measured at the grant date based on the fair value of the award and is expensed over the vesting period. Stock-based compensation expense under the fair value method for the years ended December 31, 2004, 2003 and 2002 was $784, $991 and $933, respectively. The fair value of stock options granted for the years ended December 31, 2004, 2003 and 2002 was $8.84, $4.18 and $4.69, respectively, and was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants:
|
|
|
2004 |
|
2003 |
|
2002 |
|
Stock price |
|
$62.34-$84.46 |
|
$51.01-$61.58 |
|
$46.98-$52.04 |
|
Risk-free interest rates |
|
3.34%-3.94% |
|
2.58%-3.21% |
|
3.08%-4.64% |
|
Expected lives |
|
5 years |
|
5-6 years |
|
6 years |
|
Volatility |
|
19.07%-19.14% |
|
17.89%-19.18% |
|
18.92% |
|
Dividend yield |
|
4.26%-5.07% |
|
5.66%-6.12% |
|
6.30 |
F-14
(n) Reconciliation to previously reported amounts
The accounting effect of adopting FIN 46R and SFAS 123 on net income previously reported for the years ended December 31, 2003 and 2002 is as follows (dollars in thousands, except per unit amounts):
|
|
|
2003 |
|
2002 |
|
||
|
Net income available to common unitholders previously reported |
|
$ |
40,865 |
|
$ |
59,568 |
|
|
Adjustment for effect of adopting SFAS 123 |
|
(468 |
) |
(222 |
) |
||
|
Adjustment for effect of adopting FIN 46 Revised |
|
(2,583 |
) |
(4,035 |
) |
||
|
Net income available to common unitholders as reported |
|
$ |
37,814 |
|
$ |
55,311 |
|
|
|
|
|
|
|
|
||
|
Per common unit data: |
|
|
|
|
|
||
|
Basic: |
|
|
|
|
|
||
|
Per unit as previously reported |
|
$ |
1.72 |
|
$ |
2.86 |
|
|
Adjustment for effect of adopting SFAS 123 |
|
(0.02 |
) |
(0.01 |
) |
||
|
Adjustment for effect of adopting FIN 46 Revised |
|
(0.11 |
) |
(0.19 |
) |
||
|
Per basic unit as reported |
|
$ |
1.59 |
|
$ |
2.66 |
|
|
|
|
|
|
|
|
||
|
Diluted: |
|
|
|
|
|
||
|
Per unit as previously reported |
|
$ |
1.71 |
|
$ |
2.84 |
|
|
Adjustment for effect of adopting SFAS 123 |
|
(0.02 |
) |
(0.01 |
) |
||
|
Adjustment for effect of adopting FIN 46 Revised |
|
(0.11 |
) |
(0.19 |
) |
||
|
Per diluted unit as reported |
|
$ |
1.58 |
|
$ |
2.64 |
|
The accounting effect of adopting FIN 46R and SFAS 123 on partners’ capital at January 1, 2002 for previously reported amounts is as follows (dollars in thousands):
|
|
|
General Partner |
|
Limited Partner |
|
Total |
|
|||
|
Statement of Partners’ Capital: |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Balance at January 1, 2002, as previously reported |
|
$ |
381,674 |
|
$ |
45,563 |
|
$ |
427,237 |
|
|
Adjustments for cumulative effect on prior years of retroactively applying SFAS 123 |
|
166 |
|
674 |
|
840 |
|
|||
|
Adjustments for cumulative effect on prior years of retroactively applying FIN 46 Revised |
|
(2,228 |
) |
(1,041 |
) |
(3,269 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Balance at January 1, 2002, as adjusted |
|
$ |
379,612 |
|
$ |
45,196 |
|
$ |
424,808 |
|
(o) Legal costs
Legal costs associated with matters arising out of the normal course of our business are expensed as incurred. Legal costs incurred in connection with non-recurring litigation that is not covered by insurance are accrued when amounts are probable and estimatable.
(p) Accounting Estimates and Reclassifications
The preparation of consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America, requires the Operating Partnership 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 Operating Partnership 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, and its notes receivables. The Operating Partnership 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
F-15
estimates and those estimates could be different under different assumptions or conditions.
Certain prior year balances have been reclassified to conform to the current year presentation. Interest and other income are considered non-operating income and have been reclassified for all periods presented.
(3) Real Estate
(a) Rental Properties
Rental properties consist of multifamily properties with a net book value of $1,990,607 and other rental properties (office buildings, recreational vehicle parks, and manufactured housing communities) with a net book value of $45,345.
The properties are located in California, Washington, Oregon, Nevada and Texas. The operations of the properties could be adversely affected by a recession, general economic downturn or a natural disaster in the areas where the properties are located.
For the years ended December 31, 2004, 2003, and 2002, depreciation expense on real estate within continuing operations was $72,616, $57,190, and $43,909, respectively. For the years ended December 31, 2004, 2003, and 2002, depreciation expense on real estate within discontinued operations was $308, $397, and $191, respectively.
(b) Sales of Real Estate and Assets Held for Sale
The Operating Partnership recognizes sales of real estate when a contract has been executed, a closing has occurred, the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property and the Operating Partnership does not have a substantial continuing involvement in the property. Each property is considered a separately identifiable component of the Operating Partnership and is reported in discontinued operations when the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Operating Partnership as a result of a disposal transaction. Interest expense associated with a mortgage loan is classified as a component of discontinued operations if that loan is directly secured by a property classified as a discontinued operation.
For the year ended December 31, 2004, the gain on the sale of The Essex at Lake Merritt was $12,909, of which $5,000 is deferred and will be recognized on the cost recovery method. The $5,000 was deferred because of our continuing involvement with the property.
At December 31, 2004, we had two non-core assets that were acquired in conjunction with the merger with John M. Sachs, Inc. in 2002, classified as held for sale under the provisions of SFAS No. 144. The two non-core assets were: The Riviera Recreational Vehicle Park and The Riviera Manufactured Home Park, both located in Las Vegas, Nevada, for which the Operating Partnership has previously entered into master lease and option agreements with an unrelated entity. These properties were sold in January 2005. Accordingly, we have classified the lease income from The Riviera Recreational Vehicle Park and The Riviera Manufactured Home Park within discontinued operations for the years ended December 31, 2004, 2003 and 2002. Assets held for sale as of December 31, 2004, represented gross real estate of $14,941.
During 2002, we sold Tara Village, a 168-unit apartment community located in Tarzana, California. The operating results and the related gain on sale of $8,061 were included in discontinued operations for the twelve months ended December 31, 2002.
In 2002, the Operating Partnership sold Moanalua Hillside Apartments, a 700-unit apartment community located in Honolulu, Hawaii for a contract price of $44.1 million. The Operating Partnership recognized a net gain of $145 on the sale of this property. This property was held for sale at December 31, 2001, and therefore has been included as a component of continued operations in 2002.
(c) Investments
The Operating Partnership has investments in a number of affiliates, which are accounted for under the equity method. The affiliates own and operate multifamily rental properties.
F-16
Essex Apartment Value Fund, L.P. (“Fund I”), is an investment fund organized by the Operating Partnership in 2001 to add value through rental growth and asset appreciation, utilizing the Operating Partnership’s acquisition, development, redevelopment and asset management capabilities. Fund I was considered fully invested in 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.
Since its formation, Fund I acquired or developed ownership interests in 19 multifamily residential properties, representing 5,406 apartment units with an aggregate cost of approximately $618.0 million. Fund I also owns the Kelvin Ave. land parcel in Irvine, California, which is planned for development into a 132-unit apartment community.
Prior to 2004, Fund I disposed of two multifamily residential properties, consisting of 530 apartments units for a aggregate contract sales price of approximately $73.2 million.
On August 26, 2004, Fund I sold Palermo Apartments, a 230-unit multifamily community located in San Diego, California for a net sales price of $58.2 million. Fund I completed the development of this property at an approximate cost of $44.9 million in 2004.
In the third quarter of 2004, Fund I entered into a purchase and sale agreement with United Dominion Realty, L.P. (“UDR”) for a sale of sixteen apartment communities, totaling 4,646 units owned by Fund I and, with respect to Coronado at Newport North and South, both Fund I’s and the Operating Partnership’s separate ownership interests, for a contract price of $756.0 million. In connection with the transaction, UDR remitted a $10 million earnest money deposit directly to Fund I, which is refundable only in limited circumstances. On September 30, 2004, pursuant to the UDR purchase and sale agreement, Fund I sold seven of the multifamily communities, aggregating 1,777 apartment units at a contract price of approximately $264.0 million. On October 27, 2004, an additional seven of the remaining nine properties, including the Company’s approximate 49.9% ownership interest in Coronado at Newport – North, were sold to UDR for a contract price of $322.0 million, of which $267.6 million represents Fund I’s allocated portion of the contract price based on its ownership interest. The remaining two multifamily properties under the UDR agreement that are anticipated to close in 2005 are Coronado at Newport - South, a 715-unit apartment community in Newport Beach, California currently undergoing redevelopment and River Terrace, a newly developed 250-unit apartment community in Santa Clara which is currently in lease up.
The Fund I dispositions in 2004, combined with the sale of its 49.9% direct ownership interest in Coronado at Newport North, resulted in the Operating Partnership recognizing equity income from investments of $38.8 million. The Operating Partnership’s share of the gain on the sale of real estate of $39.3 million was reduced by a $505 non-cash loss on the early extinguishment of debt related to the write-off of unamortized loan fees. The Operating Partnership’s general partnership interest provides for “promote distributions” upon attainment of certain financial return benchmarks. During 2004, the Operating Partnership recognized $18.3 million of additional equity income associated with its promote interest. The Operating Partnership accrued $4.0 million of employee incentive compensation expense related to the Fund I sale, which is included in general and administrative expense.
On September 27, 2004 the Operating Partnership announced the final closing of the Essex Apartment Value Fund II (“Fund II”). Fund II has eight institutional investors including Essex with combined equity commitments of $265.9 million. Essex has committed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner. Fund II expects to utilize leverage of approximately 65% of the estimated value of the underlying real estate. Fund II will invest in multifamily properties in the Operating Partnership’s targeted West Coast markets with an emphasis on investment opportunities in the Seattle metropolitan area and the San Francisco Bay Area. Subject to certain exceptions, Fund II will be Essex’s exclusive investment vehicle until October 31, 2006, or when Fund II’s committed capital has been invested, whichever occurs first. Consistent with Fund I, Essex will be compensated for its asset management, property management, development and redevelopment services and may receive promote distributions if Fund II exceeds certain financial return benchmarks.
In October 1999, the Operating Partnership entered into two separate joint venture arrangements and through two separate private REITs, Newport Beach North, Inc. and Newport Beach South, Inc., received an approximate 49.9% equity interest in each. Generally, profit and loss are allocated to the partners in accordance with their ownership interests. In addition to its equity earnings, the Operating Partnership is entitled to management and redevelopment fees from the joint ventures. On July 11, 2003 Fund I acquired a 49.9% ownership interest in these joint ventures from an unrelated co-investment partner. In connection with the sale of the Fund I assets, Fund I distributed its 49.9% direct ownership interest in Newport Beach North, Inc. to the Operating Partnership during the quarter ended December 31, 2004 and now consolidates Newport Beach North, Inc. Immediately following the distribution of Fund I’s ownership interest to the Operating Partnership, the Newport Beach North property was sold
F-17
to UDR as part of the transaction described above. The share of the proceeds from this sale that otherwise would have been distributable to the non-Essex limited partners in Fund I was distributed to the Operating Partnership, and the Operating Partnership accepted a reduced distribution from the sale of other assets that were part of the same transaction.
In December 1999, the Operating Partnership entered into a joint venture arrangement (AEW joint venture) and received an approximate 20% equity interest in the joint venture. The Operating Partnership contributed its investment in Riverfront Apartments, Casa Mango Apartments, and The Pointe at Cupertino (formerly Westwood Apartments) into the joint venture. The Operating Partnership also contributed land and development rights for a development community, Tierra Vista, located in Oxnard, California. The AEW joint venture completed construction and reached stabilized operations of Tierra Vista in 2001. On April 17, 2002, Riverfront Apartments and Casa Mango Apartments were sold to an unrelated third party. The combined sales price was approximately $52,000. The buyer of these two properties assumed two non-recourse mortgages in the cumulative amount of approximately $26,500, with a 6.5% fixed interest rate, and maturing in February 2009. The Operating Partnership’s equity in income from the gain on the sale of real estate was $2,000 and is presented as equity income from co-investments in the accompanying consolidated statement of operations. The Operating Partnership contributed the assets to the joint venture in December 1999 at costs of approximately $41,000. In addition, the Operating Partnership earned a fee in conjunction with the sale of these assets in the amount of $1,110 and this fee is presented as equity income from co-investments in the accompanying consolidated statement of operations. In the third quarter of 2002, the Operating Partnership recognized an incentive fee it earned related specifically to these two asset sales in the amount of $475. Generally, profit and loss are allocated to the partners in accordance with their ownership interests. In addition to its equity earnings, the Operating Partnership is entitled to management, redevelopment and development fees from the joint venture and incentive payments based on the financial success of the joint venture. During the second quarter of 2004, the Operating Partnership acquired its partner’s 80% interests in Tierra Vista and The Pointe at Cupertino. The combined contract price for the interests was approximately $74.6 million. In conjunction with the transaction, the Operating Partnership assumed a $37.3 million loan with an interest rate of 5.93% that matures on July 1, 2007 for Tierra Vista, and a $14.1 million loan with an interest rate of 4.86%, which matures on November 1, 2012 for The Pointe at Cupertino. As a result of these transactions, the Operating Partnership now consolidates these properties.
In November 2001, the Operating Partnership received a loan for approximately $6,800 from Mountain Vista, LLC (“Mountain Vista”), which is due on December 1, 2011. The Operating Partnership recorded the loan as a reduction to the balance of the Operating Partnership’s investment in Mountain Vista since the substance of the transaction was a distribution from an equity method investee.
|
|
|
2004 |
|
2003 |
|
||
|
Investments in joint ventures: |
|
|
|
|
|
||
|
Direct and indirect LLC member interests of approximately 49.9%: |
|
|
|
|
|
||
|
Newport Beach North, LLC(1) |
|
$ |
— |
|
$ |
6,270 |
|
|
Newport Beach South, LLC |
|
11,524 |
|
6,750 |
|
||
|
Limited partnership interest of 20.4% and general partner interest of 1% in Essex Apartment Value Fund, L.P (Fund I) |
|
14,140 |
|
51,110 |
|
||
|
Limited partnership interest of 27.2% and general partner interest of 1% in Essex Apartment Value Fund II, L.P (Fund II) |
|
17,242 |
|
— |
|
||
|
Limited partnership interest of 20% in AEW joint venture(2) |
|
— |
|
4,406 |
|
||
|
Class A member interest of 45% in Park Hill LLC(3) |
|
— |
|
5,731 |
|
||
|
Preferred limited partnership interest in Mountain Vista Apartments(4) |
|
6,806 |
|
5,276 |
|
||
|
Other |
|
— |
|
24 |
|
||
|
Total investments |
|
$ |
49,712 |
|
$ |
79,567 |
|
(1) In connection with the sale of the Fund I assets, Fund I distributed its 49.9% direct ownership interest in Newport Beach North, LLC to the Operating Partnership during the quarter ended December 31, 2004 and now consolidates Newport Beach North, LLC
(2) The Operating Partnership acquired the other partner’s 80% interest in this joint venture during the quarter ended June 30, 2004 and now consolidates this investment.
(3) The Operating Partnership acquired the other partner’s 55% interest in this joint venture during the quarter ended September 30, 2004 and now consolidates this investment.
(4) The preferred limited partnership interest is held in an entity that includes an affiliate of Marcus & Millichap Company. Marcus & Millichap Company’s Chairman is also the Chairman of the Company.
F-18
The combined summarized financial information of investments, which are accounted for under the equity method, are as follows. Individual investments are removed from this data as of the date at which they are sold or the outside interest is acquired by the Operating Partnership.
|
|
|
December 31, |
|
||||
|
|
|
2004 |
|
2003 |
|
||
|
Balance sheets: |
|
|
|
|
|
||
|
Real estate and real estate under development |
|
$ |
322,233 |
|
$ |
725,990 |
|
|
Other assets |
|
36,709 |
|
25,481 |
|
||
|
Total assets |
|
$ |
358,942 |
|
$ |
751,471 |
|
|
|
|
|
|
|
|
||
|
Mortgage notes payable |
|
$ |
203,171 |
|
$ |
494,322 |
|
|
Other liabilities |
|
21,276 |
|
19,319 |
|
||
|
Partners’ equity |
|
134,495 |
|
237,830 |
|
||
|
Total liabilities and partners’ equity |
|
$ |
358,942 |
|
$ |
751,471 |
|
|
|
|
|
|
|
|
||
|
Operating Partnership’s share of equity |
|
$ |
49,712 |
|
$ |
79,567 |
|
|
|
|
Years ended |
|
|||||||
|
|
|
December 31, |
|
|||||||
|
|
|
2004 |
|
2003 |
|
2002 |
|
|||
|
Statements of operations: |
|
|
|
|
|
|
|
|||
|
Total property revenue |
|
$ |
53,960 |
|
$ |
68,011 |
|
$ |
74,929 |
|
|
Total gain on the sale of real estate |
|
138,657 |
|
— |
|
— |
|
|||
|
Total expenses |
|
(50,957 |
) |
(66,241 |
) |
(54,589 |
) |
|||
|
Total net income |
|
$ |
141,660 |
|
$ |
1,770 |
|
$ |
20,340 |
|
|
|
|
|
|
|
|
|
|
|||
|
Operating Partnership’s share of net income |
|
$ |
59,522 |
|
$ |
3,296 |
|
$ |
5,402 |
|
(d) Real Estate Under Development
The Operating Partnership is developing two multifamily residential communities, with an aggregate of 395 units. 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 estimated cost for these projects is approximately $89,600. As of December 31, 2004, the Operating Partnership’s remaining development commitment, including those held in joint ventures, is approximately $51,300.
F-19
(4) Notes Receivable from Investees and Other Related Parties
Notes receivable from joint venture investees and other related party receivables consist of the following as of December 31, 2004 and 2003:
|
|
|
2004 |
|
2003 |
|
||
|
Notes receivable from joint venture investees: |
|
|
|
|
|
||
|
Note receivable to Highridge Apartments (Down REIT), from the Marcus & Millichap Company, secured, bearing interest at 12.75%, paid on October 1, 2004 |
|
$ |
— |
|
$ |
2,952 |
|
|
Receivable from Newport Beach North LLC and Newport Beach South LLC, unsecured, non interest bearing, due on demand |
|
— |
|
200 |
|
||
|
Other related party receivables, unsecured: |
|
|
|
|
|
||
|
Loans made to officers prior to July 31, 2002, bearing interest at 8%, due beginning April 2006 |
|
625 |
|
633 |
|
||
|
Other related party receivables, substantially all due on demand |
|
810 |
|
1,953 |
|
||
|
|
|
$ |
1,435 |
|
$ |
5,738 |
|
The Operating Partnership’s officers and directors do not have a substantial economic interest in these joint venture investees.
Other related party receivables consist primarily of accrued interest income on related party notes receivable from loans to officers, advances and accrued management fees from joint venture investees.
(5) Notes and Other Receivables
Notes and other receivables consist of the following as of December 31, 2004 and 2003:
|
|
|
2004 |
|
2003 |
|
||
|
Note receivable from Lennar Emerald Merritt Partners, LLC, secured, bearing interest at 14%, due August 2008 |
|
$ |
5,000 |
|
$ |
— |
|
|
Other receivables |
|
4,535 |
|
6,021 |
|
||
|
|
|
$ |
9,535 |
|
$ |
6,021 |
|
Other receivables consist primarily of other advances including subordination fees and land lease fees.
(6) Related Party Transactions
The Company’s Chairman, George Marcus, is also the Chairman of the Marcus & Millichap Company (MM), which is a real estate brokerage firm. During the years ended December 31, 2004, 2003, and 2002, the Operating Partnership paid brokerage commissions totaling $350, $854, and $0 to MM on the purchase and sales of real estate. The commissions are either capitalized as a cost of acquisition or are reflected as a reduction of the gain on sales of real estate in the accompanying consolidated statements of operations.
Interest and other income includes management fee income from the Operating Partnership’s investees of $3,554, $3,849, and $5,177 for the years ended December 31, 2004, 2003, and 2002, respectively.
F-20
(7) Mortgage Notes Payable
Mortgage notes payable consist of the following as of December 31, 2004 and 2003:
|
|
|
2004 |
|
2003 |
|
||
|
|
|
|
|
|
|
||
|
Mortgage notes payable to a pension fund, secured by deeds of trust, bearing interest at rates ranging from 6.62% to 8.18%, interest only payments due monthly for periods ranging from October 2001 through November 2004, principal and interest payments due monthly thereafter, and maturity dates ranging from October 2008 through October 2010. Under certain conditions a portion of these loans can be converted to an unsecured note payable. Three loans are cross-collateralized by a total of 13 properties |
|
$ |
235,492 |
|
$ |
237,986 |
|
|
Mortgage notes payable, secured by deeds of trust, bearing interest at rates ranging from 4.25% to 8.06%, principal and interest payments due monthly, and maturity dates ranging from February 2006 through January 2014. At December 31, 2003, four mortgage notes payable totaling $42,410 had a variable interest rate priced at Freddie Mac’s Reference Rate plus 1.3%; these notes were converted to a fixed interest rate of 5.65% in January 2004. A mortgage note payable of $8,700 was repaid in February 2004 |
|
620,732 |
|
514,879 |
|
||
|
Multifamily housing mortgage revenue bonds secured by deeds of trust on rental properties and guaranteed by collateral pledge agreements, payable monthly at a variable rate as defined in the Loan Agreement (approximately 2.68% at December 2004 and 2.66% at December 2003), puls credit enhancement and underwriting fees ranging from approximately 1.2% to 1.9%. The bonds are convertible to a fixed rate at the Company’s option. Among the terms imposed on the properties, which are security for the bonds, is that depending on the bonds, 20% of the units are subject to tenant income criteria. Principal balances are due in full at various maturity dates from July 2020 through March 2034. These bonds are subject to various interest rate cap agreements which limit the maximum interest rate with respect to such bonds |
|
188,832 |
|
94,125 |
|
||
|
Mortgage notes payable, secured by deeds of trust, bearing interest at rates ranging from 7.00% to 7.08%, principal and interest payments due monthly, and maturity dates ranging from January 2005 through April 2005. Under certain conditions these loans can be converted to unsecured notes payable. As of December 31, 2003, one loan is cross-collateralized by three properties, and was repaid in November 2004 |
|
6,846 |
|
33,072 |
|
||
|
Multifamily housing mortgage revenue bonds secured by deed of trust on a rental property and guaranteed by a collateral pledge agreement, bearing interest at 6.455%, principal and interest payments due monthly through January 2026. Among the terms imposed on the property, which is security for the bonds, is a requirement that 20% of the units are subject to tenant income criteria. The interest rate will be repriced in February 2008 at the then current tax-exempt bond rate |
|
15,547 |
|
15,883 |
|
||
|
|
|
|
|
|
|
||
|
|
|
$ |
1,067,449 |
|
$ |
895,945 |
|
F-21
The aggregate scheduled maturities and principal payments of mortgage notes payable are as follows:
|
2005 |
|
$ |
18,721 |
|
|
2006 |
|
24,683 |
|
|
|
2007 |
|
124,846 |
|
|
|
2008 |
|
154,452 |
|
|
|
2009 |
|
46,209 |
|
|
|
Thereafter |
|
698,538 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,067,449 |
|
Repayment of debt before the scheduled maturity date could result in prepayment penalties.
The Operating Partnership has historically used interest rate swap and cap agreements to reduce the impact of interest rate fluctuations and to comply with contractual obligations of lenders. The Operating Partnership has not entered into any interest rate hedge agreements for trading or other speculative purposes. As of December 31, 2004 and December 31, 2003, the Operating Partnership was party to interest cap agreements (“Interest Cap Agreements”) that limited approximately $152.7 million and $69.6 million, respectively, of the Operating Partnership’s tax-exempt debt to weighted average bond interest rates ranging from approximately 5.49% to 6.34%. For such dates, the actual weighted average effective rates on such $152.7 million and $69.6 million of indebtedness were 2.6% and 2.9%, respectively. These Interest Cap Agreements have maturity dates through 2010. The Interest Cap Agreements did not meet the criteria for hedge accounting. The estimated fair value of these Interest Cap Agreements as of December 31, 2004 and December 31, 2003 was zero based on management’s estimate of fair value. Therefore, for the periods presented, interest cap agreements have been charged to earnings in accordance with SFAS 133, as amended.
(8) Lines of Credit
The Operating Partnership has two outstanding lines of credit in the aggregate committed amount of $285,000. The first line, in the committed amount of $185,000, matures in April 2007, with an option to extend it for one year thereafter. Outstanding balances under this line of credit bear interest at a rate, determined using a tiered rate structure tied to the Company’s corporate ratings, if any, and leverage rating, which has been priced at LIBOR plus 1.00% and LIBOR plus 1.10% during 2004 and 2003, respectively. As of December 31, 2004 and 2003, the interest rate was approximately 3.40% and 2.10%, respectively. At December 31, 2004 the Operating Partnership had $155,800 outstanding on this line of credit. In December 2003, the Operating Partnership obtained a 5-year, $90,000 credit facility from Freddie Mac. The aggregate maximum principal amount of the facility increased to $100,000 in July 2004 and is secured by six of Essex’s multifamily communities. The Operating Partnership borrowed $93,735 under this facility, comprised of three tranches as follows: $33,235 locked for 360 days at an all-in rate of 2.966% (59 basis points over Freddie Mac’s Reference Rate), $30,000 locked for 360 days at an all-in rate of 2.834% (59 basis points over Freddie Mac’s Reference Rate), and $30,500 locked for 360 days at an all-in rate of 3.376% (59 basis points over Freddie Mac’s Reference Rate). 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.
The Operating Partnership was in compliance with the line of credit covenants as of December 31, 2004
F-22
(9) Lease Agreements
During the fourth quarter of 2003, the Operating Partnership entered into lease and purchase option agreements with unrelated third parties related to its five recreational vehicle parks that are comprised of 1,717 spaces, and two manufactured housing communities that contain 607 sites. Based on the agreements, the unrelated third parties have an option to purchase the assets in approximately four years for approximately $41,700 – a 5% premium to the gross book value of the assets. The Operating Partnership received $474 as consideration for entering into the option agreement and a non-refundable upfront payment of $4,030, which has been recorded as deferred revenue and has been classified with accounts payable and accrued liabilities in the accompanying consolidated balance sheets. Under the lease agreements Essex is to receive a fixed monthly lease payment in addition to the non-refundable upfront payment that will be amortized using the straight-line method over approximately five years (the life of the lease). These operating leases also provide for the Operating Partnership to pass through all executory costs such as property taxes.
The Operating Partnership is a lessor under a land lease associated with a property located in Southern California. The land lease entitles the Operating Partnership to receive fixed annual land lease payments totaling a minimum of $477 over a thirty-four year term ended 2034. The Operating Partnership has the option to purchase the property in 2006 or can be required to sell the land in 2006 as specified in the buyout provisions of the agreement.
The Operating Partnership is a lessor of an office building located in Southern California. The tenants lease terms expire at various times through 2009 with average annual lease payments of approximately $737.
The future minimum non-cancelable base rent to be received under these operating leases for each of the years ending after December 31, 2004 are summarized as follows:
|
|
|
Future |
|
|
|
2005 |
|
$ |
2,494 |
|
|
2006 |
|
2,494 |
|
|
|
2007 |
|
2,494 |
|
|
|
2008 |
|
2,214 |
|
|
|
2009 |
|
1,138 |
|
|
|
2010 and thereafter |
|
12,853 |
|
|
|
|
|
$ |
23,687 |
|
The carrying value of the rental properties as of December 31, 2004 is $33,970.
(10) Equity Transactions
As of December 31, 2004, the Operating Partnership has the following cumulative redeemable preferred securities outstanding.
|
Description |
|
Issue Date |
|
|
|
Liquidation |
|
|
|
Cumulative redeemable preferred limited partner units: |
|
|
|
|
|
|||
|
7.875% Series B |
|
February 1998 |
|
1,200,000 units |
|
$ |
60,000 |
|
|
7.875% Series B |
|
April 1998 |
|
400,000 units |
|
20,000 |
|
|
|
7.875% Series D |
|
July 1999 |
|
2,000,000 units |
|
50,000 |
|
|
|
|
|
|
|
|
|
$ |
130,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative redeemable preferred general partner interest: |
|
|
|
|
||||
|
7.8125% Series F |
|
September 2003 |
|
|
|
$ |
25,000 |
|
F-23
Distributions on the securities are payable quarterly. The holders of the securities have limited voting rights if the required dividends are in arrears. The preferred units can be exchanged for Series Band D preferred stock of the Company under limited conditions.
On July 30, 2003, in connection with the Operating Partnership’s acquisition, by merger, of John M. Sachs, Inc. (“Sachs”) that was completed on December 17, 2002, and under the terms of the merger agreement, a final analysis was prepared, which indicated that the actual net liabilities of Sachs were less than the net liabilities of Sachs estimated to be outstanding as of the merger date. Based on the final analysis and as a post-closing adjustment payment pursuant to the merger agreement, the Operating Partnership made a final payment of approximately $1,766 in cash and issued an additional 35,860 shares of the Company’s common stock valued at $2,170 to certain of the pre-merger shareholders of Sachs.
On September 23, 2003, the Company issued 1,000,000 shares of its Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) at a fixed price of $24.664 per share, a discount from the $25.00 per share liquidation value of the shares. The shares pay quarterly distributions at an annualized rate of 7.8125% per year of the liquidation value and will be redeemable by the Company on or after September 23, 2008. The Operating Partnership amortized the original discount in connection with the issuance of these shares in the fourth quarter of 2003, resulting in a reduction to net income available to common unitholders of approximately $336. The shares were issued pursuant to the Company’s existing shelf registration statement. The Operating Partnership used the net proceeds from this sale of Series F Preferred Stock to redeem all of the 9.125% Series C Cumulative Redeemable Preferred Units (the “Series C Preferred Units”).
On October 6, 2003, the Company sold 1.6 million newly issued shares of common stock and received offering proceeds (before expenses) of $60.67 per share, representing a 3.25% discount to the common stock’s closing price on September 30, 2003, the date of the underwriting agreement between the Company and the underwriter, pursuant to which the shares were sold. The shares were issued pursuant to the Company’s existing shelf registration statement. The proceeds of the offering of approximately $97,072 were used for the acquisition of multifamily communities located in the Operating Partnership’s targeted West Coast markets and general corporate purposes, including the repayment of debt and the funding of development activities.
On October 14, 2003, the Operating Partnership issued a notice of redemption to the holders of its 9.125% Series C Cumulative Redeemable Preferred Units. Pursuant to the provisions of the Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., the Operating Partnership redeemed all outstanding Series C Preferred Units on November 24, 2003. In connection with this redemption the Operating Partnership wrote-off issuance cost of $625 against net income available to common unitholders.
In January 2004, the Operating Partnership restructured its previously issued $50,000, 9.30% Series D Cumulative Redeemable Preferred Units (“Series D Units”), and its previously issued $80,000, 7.875% Series B Cumulative Redeemable Preferred Units (“Series B Units”). The existing distribution rate of 9.30% of the Series D Units continued until July 27, 2004 – the end of the non-call period. Effective July 28, 2004, the distribution rate on the Series D Units was reduced to 7.875%. The date that the Series D Units can first be redeemed at the Operating Partnership’s option was extended by six years to July 28, 2010. The date that the Series B Units can first be redeemed at the Operating Partnership’s option was extended from February 6, 2003 to December 31, 2009.
On June 14, 2000 the Operating Partnership purchased Waterford Place, a 238-unit apartment community located in San Jose, California for a contract price of $35,000 and an additional contingent payment. The amount of the contingent payment was disputed and submitted to binding arbitration. As a result of the arbitration, the Operating Partnership was directed to issue an additional 109,874 units of limited partnership interest (“Units”) in the Operating Partnership to the sellers of Waterford Place. On March 31, 2004, the Operating Partnership completed the issuance of these Units to the sellers. In connection with this issuance, on March 31, 2004, the Operating Partnership also redeemed for cash 55,564 Units from these sellers.
On September 3, 2004, the Operating Partnership redeemed all of its outstanding, $55,000, 9.25% Series E Cumulative Redeemable Preferred Units of the Operating Partnership. In connection with this redemption the Operating Partnership wrote-off issuance costs of $1,575 against net income available to common unitholders.
On August 6, 2004, the Operating Partnership acquired Vista Belvedere, a 76-unit apartment community located in the Marin County town of Tiburon, California. Essex acquired the multifamily community in a UPREIT structured transaction for an agreed upon value of approximately $17.1 million. The Operating Partnership issued 73,088 redeemable limited partnership units to the prior owner.
F-24
(11) Per Unit Data
Basic and diluted income from continuing operations per unit are calculated as follows for the years ended December 31:
|
|
|
2004 |
|
2003 |
|
2002 |
|
||||||||||||||||||
|
|
|
Income |
|
Weighted- |
|
Per |
|
Income |
|
Weighted- |
|
Per |
|
Income |
|
Weighted- |
|
Per |
|
||||||
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Income from continuing operations available to common units |
|
$ |
85,318 |
|
25,255,190 |
|
$ |
3.38 |
|
$ |
36,086 |
|
23,737,077 |
|
$ |
1.52 |
|
$ |
45,928 |
|
20,812,272 |
|
$ |
2.21 |
|
|
Income from discontinued operations |
|
788 |
|
25,255,190 |
|
0.03 |
|
1,728 |
|
23,737,077 |
|
0.07 |
|
9,383 |
|
20,812,272 |
|
0.45 |
|
||||||
|
|
|
86,106 |
|
|
|
$ |
3.41 |
|
37,814 |
|
|
|
$ |
1.59 |
|
55,311 |
|
|
|
$ |
2.66 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Effect of Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Stock options(1) |
|
— |
|
154,364 |
|
|
|
— |
|
154,941 |
|
|
|
— |
|
155,229 |
|
|
|
||||||
|
Vested series Z incentive units |
|
— |
|
80,712 |
|
|
|
— |
|
55,912 |
|
|
|
— |
|
40,000 |
|
|
|
||||||
|
|
|
— |
|
235,076 |
|
|
|
— |
|
210,853 |
|
|
|
— |
|
195,229 |
|
|
|
||||||
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Income from continuing operations available to common units |
|
85,318 |
|
25,490,266 |
|
$ |
3.35 |
|
36,086 |
|
23,947,930 |
|
$ |
1.51 |
|
45,928 |
|
21,007,501 |
|
$ |
2.19 |
|
|||
|
Income from discontinued operations |
|
788 |
|
25,490,266 |
|
0.03 |
|
1,728 |
|
23,947,930 |
|
0.07 |
|
9,383 |
|
21,007,501 |
|
0.45 |
|
||||||
|
|
|
$ |
86,106 |
|
|
|
$ |
3.38 |
|
$ |
37,814 |
|
|
|
$ |
1.58 |
|
$ |
55,311 |
|
|
|
$ |
2.64 |
|
The Operating Partnership has the ability and intent to redeem DownREIT Limited Partnership units for cash and does not consider them as common unit equivalents.
(1) The following stock options are not included in the diluted earnings per share calculation because the exercise price of the option was greater than the average market price of the common shares for the year and, therefore,were anti-dilutive:
|
|
|
2004 |
|
2003 |
|
2002 |
|
|
Number of options |
|
29,500 |
|
— |
|
76 |
|
|
Range of exercise prices |
|
$78.760-84.460 |
|
n/a |
|
$50.480-54.250 |
|
(12) Stock Based Compensation Plans
The Essex Property Trust, Inc. 2004 Stock Incentive Plan provides incentives to attract and retain officers, directors and key employees. The Stock Incentive Plan provides for the grants of options to purchase a specified number of shares of common stock or grants of restricted shares of common stock. Under the Stock Incentive Plan, the total number of shares available for grant is approximately 1,200,000. The Board of Directors (the Board) may adjust the aggregate number and type of shares reserved for issuance. Participants in the Stock Incentive Plans are selected by the Stock Incentive Plan Committee of the Board, which is comprised of independent directors. The Stock Incentive Plan Committee is authorized to establish the exercise price; however, the exercise price cannot be less than 100% of the fair market value of the common stock on the grant date. The Company’s options have a life of ten years. Option grants fully vest between one year and five years after the grant date. For every stock option issued to purchase Company common stock, an option is issued to the general partner by the Operating Partnership to purchase Operating Partnership units with identical terms.
In connection with the Company’s 1994 initial public offering, the Company provided a one-time grant of options to Marcus & Millichap (“MM”) to purchase 220,000 shares of common stock at the initial public offering price of $19.50 per share pursuant to an agreement whereby Marcus & Millichap Real Estate Investment Brokerage Company, a subsidiary of MM, will provide real estate transaction, trend and other information to the Operating Partnership for a period of ten years. The Operating Partnership has not used such research information provided by M&M in any material way since 1998. In February 2002, MM exercised and sold the shares underlying this one-time grant. This option was exercised in a “cashless” transaction pursuant to FAS 123, whereby MM was issued 129,302 shares of Company common stock based on the current market price of the Company’s common stock of $47.30 at the time of exercise.
F-25
A summary of the status of the Company’s stock option plans as of December 31, 2004, 2003, and 2002 and changes during the years ended on those dates is presented below:
|
|
|
2004 |
|
2003 |
|
2002 |
|
|||||||||
|
|
|
Shares |
|
Weighted- |
|
Shares |
|
Weighted- |
|
Shares |
|
Weighted- |
|
|||
|
Outstanding at beginning of year |
|
590,231 |
|
$ |
42.93 |
|
743,692 |
|
$ |
39.81 |
|
918,676 |
|
$ |
32.15 |
|
|
Granted |
|
49,500 |
|
74.10 |
|
73,500 |
|
55.09 |
|
162,750 |
|
49.15 |
|
|||
|
Exercised |
|
(142,835 |
) |
38.71 |
|
(197,741 |
) |
34.72 |
|
(322,944 |
) |
22.57 |
|
|||
|
Forfeited and canceled |
|
(33,520 |
) |
49.72 |
|
(29,220 |
) |
49.52 |
|
(14,790 |
) |
43.65 |
|
|||
|
Outstanding at end of year |
|
463,376 |
|
47.07 |
|
590,231 |
|
42.93 |
|
743,692 |
|
39.81 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Options exercisable at year end |
|
267,366 |
|
40.58 |
|
301,851 |
|
37.70 |
|
383,442 |
|
34.25 |
|
|||
The following table summarizes information about stock options outstanding as of December 31, 2004:
|
|
|
Options outstanding |
|
Options exercisable |
|
||||||||
|
Range of |
|
Number |
|
Weighted- |
|
Weighted- |
|
Number |
|
Weighted- |
|
||
|
$16.89-25.34 |
|
850 |
|
0.8 years |
|
$ |
19.06 |
|
850 |
|
$ |
19.06 |
|
|
25.34-33.78 |
|
77,661 |
|
3.5 years |
|
30.13 |
|
77,661 |
|
30.13 |
|
||
|
33.78-42.23 |
|
87,955 |
|
4.0 years |
|
36.38 |
|
77,355 |
|
35.87 |
|
||
|
42.23-50.68 |
|
136,800 |
|
6.8 years |
|
48.75 |
|
51,000 |
|
48.43 |
|
||
|
50.68-59.12 |
|
103,910 |
|
7.5 years |
|
52.97 |
|
59,160 |
|
53.49 |
|
||
|
59.12-67.57 |
|
26,700 |
|
9.2 years |
|
62.18 |
|
1,340 |
|
61.70 |
|
||
|
67.57-76.01 |
|
— |
|
n/a |
|
n/a |
|
n/a |
|
n/a |
|
||
|
76.01-84.46 |
|
29,500 |
|
9.9 years |
|
82.07 |
|
— |
|
— |
|
||
|
|
|
463,376 |
|
6.2 years |
|
47.07 |
|
267,366 |
|
40.58 |
|
||
On June 28, 2001, the Operating Partnership issued 200,000 Series Z Incentive Units of limited partner interest (the “Series Z Incentive Units”) to eleven senior executives of the Operating Partnership in exchange for a capital commitment of $1.00 per Series Z Incentive Unit, for an aggregate offering price of $200. Upon certain triggering events, the Series Z Incentive Units will automatically convert into common Operating Partnership units based on a conversion ratio that may increase over time upon satisfaction of specific conditions. The conversion ratio, initially set at zero, will increase by 10% (20% in 2002) on January 1 of each year for each participating executive who remains employed by the Operating Partnership if the Operating Partnership has met the criteria established by the agreement. The conversion ratio as of January 1, 2002 was 20%, which resulted in 40,000 Series Z Incentive Units being convertible into up to an equal amount of common Operating Partnership Units. On January 1, 2003 and 2004, the conversion ratio increased by 8% and 7.5%, respectively, to 35.5% based on the approval of the Board of Directors. In certain change of control situations, the participating executives will also be given the option to convert their units at the then-effective conversion ratio. In addition, the Operating Partnership has the option to redeem Series Z Incentive Units held by any executive whose employment has been terminated for any reason and the obligation to redeem any such units following the death of the holder. In such event, the Operating Partnership will redeem the units for, at its option, either common Operating Partnership units or shares of the Company’s common stock based on the then-effective conversion ratio. The Operating Partnership obtained a qualified independent third-party valuation of the Series Z Incentive Units. As compensation expense for such units, the Operating Partnership records each year an amount, per unit, equal to the percentage increase in the conversion ratio for that year as multiplied by the third party valuation of the unit less its $1.00 purchase price.
On June 28, 2004, the Operating Partnership issued 95,953 Series Z-1 Incentive Units of limited partner interest (the “Series Z-1 Incentive Units”) to fourteen senior executives of the Operating Partnership in exchange for cash or a capital commitment of $1.00 per Series Z-1 Incentive Unit, for an aggregate offering price of $96.0. Any capital commitment will be payable upon demand or to be offset by any distributions paid with respect to such
F-26
Series Z-1 unit, until the capital commitment has been reduced to zero. In the event a Series Z-1 partner becomes a director or executive officer of the general partner, such capital commitment will become immediately due and payable to the Operating Partnership prior to such event. Upon certain triggering events, the Series Z-1 Incentive Units will automatically convert into common Operating Partnership units based on a conversion ratio that may increase over time upon satisfaction of specific conditions. The conversion ratio was set at 20% upon issuance and will increase an additional 10% on January 1 of each year for each participating executive who remains employed by the Operating Partnership if the Operating Partnership has met the criteria established by the agreement. The conversion ratio as of June 28, 2004, was 20%, which resulted in 19,191 Series Z-1 Incentive Units being convertible into up to an equal amount of common Operating Partnership Units. In certain change of control situations, the participating executives will also be given the option to convert their units at the then-effective conversion ratio. In addition, the Operating Partnership has the option to redeem Series Z-1 Incentive Units held by any executive whose employment has been terminated for any reason and the obligation to redeem any such units following the death of the holder. In such event, the Operating Partnership will redeem the units for, at its option, either common Operating Partnership units or shares of the Company’s common stock based on the then-effective conversion ratio. The Operating Partnership obtained a qualified independent third-party valuation of the Series Z-1 Incentive Units. As compensation expense for such units, the Operating Partnership records each year an amount, per unit, equal to the percentage increase in the conversion ratio for that year as multiplied by the third party valuation of the unit less its $1.00 purchase price.
Through February 2000, the Operating Partnership has granted 42,586 stock units under the Operating Partnership’s Phantom Stock Unit Agreement to two of the Operating Partnership’s executives. The units vest in installments in accordance with the vesting schedule set forth in the Phantom Stock Unit Agreement such that the units will be fully vested five years from the date of issuance. At that time, the Operating Partnership expects to issue to the executives the number of shares of common stock equal to the number of units vested, or at the Operating Partnership’s option, an equivalent amount in cash. The Operating Partnership has issued common stock each year since inception of the agreement. Dividends are paid by the Operating Partnership on the vested and unvested portion of shares and are recorded as a component of general and administrative expense. For accounting purposes, the Operating Partnership estimates that the fair value of a phantom stock unit at the date of grant is equal to the market value of one share of the Company’s common stock at that time, and the accounting for phantom stock units is identical to the accounting for restricted stock under SFAS 123.
(13) Segment Information
In accordance with FASB No. 131, Disclosures about Segments of an Enterprise and Related Information, the Operating Partnership defines its reportable operating segments as the three geographical regions in which its multifamily residential properties are located: Northern California, Southern California, and the Pacific Northwest.
Nonsegment revenues and net operating income included in the following schedule consist of revenue generated from the commercial properties, recreational vehicle parks, and manufactured housing communities. Also excluded from segment revenues are interest and other corporate income. Other nonsegment assets include investments, real estate under development, cash, notes receivables, other assets and deferred charges.
The accounting policies of the segments are the same as those described in note 2. The Operating Partnership evaluates performance based upon net operating income from the combined properties in each segment.
F-27
The revenues, net operating income, and assets for each of the reportable operating segments are summarized as follows for the years ended and as of December 31, 2004, 2003, and 2002:
|
|
|
Years Ended December 31, |
|
|||||||
|
|
|
2004 |
|
2003 |
|
2002 |
|
|||
|
Revenues: |
|
|
|
|
|
|
|
|||
|
Southern California |
|
$ |
167,047 |
|
$ |
137,662 |
|
$ |
100,079 |
|
|
Northern California |
|
63,655 |
|
63,761 |
|
62,405 |
|
|||
|
Pacific Northwest |
|
49,963 |
|
44,913 |
|
44,592 |
|
|||
|
Other areas |
|
2,818 |
|
5,240 |
|
4,007 |
|
|||
|
Total property revenues |
|
$ |
283,483 |
|
$ |
251,576 |
|
$ |
211,083 |
|
|
|
|
|
|
|
|
|
|
|||
|
Net operating income: |
|
|
|
|
|
|
|
|||
|
Southern California |
|
$ |
112,371 |
|
$ |
95,309 |
|
$ |
69,968 |
|
|
Northern California |
|
42,234 |
|
43,533 |
|
45,859 |
|
|||
|
Pacific Northwest |
|
31,580 |
|
29,278 |
|
29,618 |
|
|||
|
Other areas |
|
442 |
|
1,675 |
|
959 |
|
|||
|
Total segment net operating income |
|
186,627 |
|
169,795 |
|
146,404 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Depreciation and amortization: |
|
|
|
|
|
|
|
|||
|
Southern California |
|
(39,263 |
) |
(28,554 |
) |
(19,638 |
) |
|||
|
Northern California |
|
(16,436 |
) |
(13,715 |
) |
(11,659 |
) |
|||
|
Pacific Northwest |
|
(11,021 |
) |
(12,202 |
) |
(11,686 |
) |
|||
|
Other areas |
|
(5,896 |
) |
(2,719 |
) |
(926 |
) |
|||
|
|
|
(72,616 |
) |
(57,190 |
) |
(43,909 |
) |
|||
|
Interest: |
|
|
|
|
|
|
|
|||
|
Southern California |
|
(26,900 |
) |
(22,595 |
) |
(15,253 |
) |
|||
|
Northern California |
|
(13,955 |
) |
(12,044 |
) |
(12,512 |
) |
|||
|
Pacific Northwest |
|
(6,539 |
) |
(4,844 |
) |
(6,382 |
) |
|||
|
Nonsegment |
|
(15,629 |
) |
(12,927 |
) |
(9,039 |
) |
|||
|
|
|
(63,023 |
) |
(52,410 |
) |
(43,186 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Amortization of deferred financing costs |
|
(1,587 |
) |
(1,197 |
) |
(814 |
) |
|||
|
General and administrative |
|
(18,341 |
) |
(9,637 |
) |
(8,636 |
) |
|||
|
Gain on sale or real estate |
|
7,909 |
|
— |
|
145 |
|
|||
|
Interest and other income |
|
8,027 |
|
6,715 |
|
12,505 |
|
|||
|
Equity income in co-investments |
|
59,522 |
|
3,296 |
|
5,402 |
|
|||
|
Minority interests |
|
(3,498 |
) |
(4,134 |
) |
(3,664 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Income from continuing operations |
|
$ |
103,020 |
|
$ |
55,238 |
|
$ |
64,247 |
|
|
|
|
|
|
|
|
|
|
|||
|
Assets: |
|
|
|
|
|
|
|
|||
|
Southern California |
|
$ |
1,162,803 |
|
$ |
874,591 |
|
|
|
|
|
Northern California |
|
458,199 |
|
439,749 |
|
|
|
|||
|
Pacific Northwest |
|
358,219 |
|
314,409 |
|
|
|
|||
|
Other areas |
|
56,731 |
|
89,610 |
|
|
|
|||
|
Net real estate assets |
|
2,035,952 |
|
1,718,359 |
|
|
|
|||
|
Nonsegment assets |
|
181,265 |
|
198,452 |
|
|
|
|||
|
Total assets |
|
$ |
2,217,217 |
|
$ |
1,916,811 |
|
|
|
|
F-28
(14) 401(k) Plan
The Operating Partnership has a 401(k) benefit plan (the Plan) for all full-time employees who have completed six months of service. Employees may contribute up to 23% of their compensation, limited by the maximum allowed under Section 401(k) of the Internal Revenue Code. The Operating Partnership matches the employee contributions for nonhighly compensated personnel, up to 50% of their contribution up to a specified maximum. Operating Partnership contributions to the Plan were approximately $98, $93, and $107 for the years ended December 31, 2004, 2003, and 2002.
(15) Fair Value of Financial Instruments
Management believes that the carrying amounts of its variable rate mortgage notes payable, lines of credit, notes receivable from investees and other related parties and notes and other receivables approximate fair value as of December 31, 2004 and 2003, because interest rates, yields and other terms for these instruments are consistent with yields and other terms currently available to the Operating Partnership for similar instruments. Management has estimated that the fair value of the Operating Partnership’s $878,617 of fixed rate mortgage notes payable at December 31, 2004 is approximately $945,607 based on the terms of existing mortgage notes payable compared to those available in the marketplace. At December 31, 2003, the Operating Partnership’s fixed rate mortgage notes payable of $801,819 had an approximate market value of $838,743. Management believes that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, other liabilities and dividends payable approximate fair value as of December 31, 2004 and 2003 due to the short-term maturity of these instruments.
(16) Commitments and Contingencies
At December 31, 2004 we had four non-cancelable ground leases for certain apartment communities and buildings that expire between 2027 and 2080. Land lease payments are typically the greater of a stated minimum or a percentage of gross rents generated by these apartment communities. We also lease office space under non-cancelable operating leases. Total lease commitments, under land leases and operating leases, are approximately $1,600 per year.
At December 31, 2004 the Operating Partnership has a $1,212 letter of credit outstanding and a payment guarantee of $4,750 relating to financing and development transactions.
To the extent that an environmental matter arises or is identified in the future that has other than a remote risk, as defined in SFAS 5, of having a material impact on the financial statements, the Operating Partnership will disclose the estimated range of possible outcomes, and, if an outcome is probable, accrue appropriate liability for remediation and other potential liability. In addition, it will consider whether such occurrence results in an impairment of value on the affected property and, if so, accrue an appropriate reserve for impairment.
Except with respect to three Properties, the Operating Partnership has no indemnification agreements from third parties for potential environmental clean-up costs at its Properties. The Operating Partnership has no way of determining at this time the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions or violations with respect to the properties formerly owned by the Operating Partnership. No assurance can be given that existing environmental studies with respect to any of the Properties reveal all environmental liabilities, that any prior owner or operator of a Property did not create any material environmental condition not known to the Operating Partnership, or that a material environmental condition does not otherwise exist as to any one or more of the Properties. The Operating Partnership has limited insurance coverage for the types of environmental liabilities described above.
The Operating Partnership may enter into transactions that could require us to pay the tax liabilities of the partners in the Down REIT entities, which are within our control. Although the Operating Partnership plans to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the Internal Revenue Code we can provide no assurance that we will be able to do so and if such tax liabilities were incurred they can expect to have a material impact on our financial position.
In April 2004, a lawsuit entitled Chace Nelson and Douglas Korte, et al. v. Essex Property Trust was filed
F-29
against the Company in the California Superior Court in the County of Alameda. In this lawsuit, two former Operating Partnership maintenance employees seek unpaid wages, associated penalties and attorneys’ fees on behalf of a putative class of the Operating Partnership’s current and former maintenance employees who were required to wear a pager while they were on call during evening and weekend hours. The Operating Partnership intends to vigorously defend against the claims alleged in this litigation. At December 31, 2004, no accrual for settlement cost has been recorded. However, litigation is subject to inherent uncertainties, and no assurance can be given that the Operating Partnership will prevail in this lawsuit.
The Operating Partnership is subject to various other lawsuits in the normal course of its business operations. Accordingly, such lawsuits, as well as the class action lawsuit described above, could result in substantial costs and diversion of resources and could have a material adverse effect on the Operating Partnership’s financial condition, results of operation or cash flows.
F-30
(17) Quarterly Results of Operations
The following is a summary of quarterly results of operations for 2004 and 2003:
|
|
|
Quarter ended |
|
Quarter ended |
|
Quarter ended |
|
Quarter ended |
|
||||
|
2004: |
|
|
|
|
|
|
|
|
|
||||
|
Total property revenues |
|
$ |
74,412 |
|
$ |
72,432 |
|
$ |
70,308 |
|
$ |
66,331 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income from continuing operations |
|
$ |
38,173 |
(3) |
$ |
43,355 |
|
$ |
10,685 |
|
$ |
10,807 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income |
|
$ |
38,476 |
|
$ |
43,722 |
|
$ |
10,358 |
|
$ |
11,252 |
|
|
Net income available to common unitholders |
|
$ |
35,428 |
|
$ |
38,157 |
|
$ |
5,861 |
|
$ |
6,660 |
|
|
Per unit data: |
|
|
|
|
|
|
|
|
|
||||
|
Net income: |
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
$ |
1.40 |
|
$ |
1.51 |
|
$ |
0.23 |
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Diluted |
|
$ |
1.40 |
|
$ |
1.49 |
|
$ |
0.23 |
|
$ |
0.26 |
|
|
Distributions per common unit |
|
$ |
0.79 |
|
$ |
0.79 |
|
$ |
0.79 |
|
$ |
0.79 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
2003: |
|
|
|
|
|
|
|
|
|
||||
|
Total property revenues |
|
$ |
64,331 |
|
$ |
62,372 |
|
$ |
62,388 |
|
$ |
62,485 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income from continuing operations |
|
$ |
11,350 |
|
$ |
14,054 |
|
$ |
15,125 |
|
$ |
14,709 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income |
|
$ |
11,821 |
|
$ |
14,303 |
|
$ |
15,453 |
|
$ |
15,389 |
|
|
Net income available to common unitholders |
|
$ |
6,409 |
|
$ |
9,723 |
|
$ |
10,873 |
|
$ |
10,809 |
|
|
Per unit data: |
|
|
|
|
|
|
|
|
|
||||
|
Net income: |
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
$ |
0.24 |
|
$ |
0.42 |
|
$ |
0.47 |
|
$ |
0.46 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Diluted |
|
$ |
0.25 |
|
$ |
0.41 |
|
$ |
0.46 |
|
$ |
0.46 |
|
|
Distributions per common unit |
|
$ |
0.78 |
|
$ |
0.78 |
|
$ |
0.78 |
|
$ |
0.78 |
|
(1) Net earnings from discontinued operations have been reclassified for all periods presented.
(2) Beginning in 2003, the Operating Partnership implemented an upgrade to its subsidiary ledger for accounting for fixed assets. The Operating Partnership completed this system upgrade in the first quarter of 2004. In conjunction with this system upgrade, the Operating Partnership has determined that cumulative depreciation expense generated by consolidated or equity method rental properties was understated by approximately $2.1 million through December 31, 2003 and this amount was recorded during the quarter ended March 31, 2004. Had the correction been made in 2003, depreciation expense would have increased by approximately $640, $1.3 million, and $1.0 million in the first, second and third quarters of 2003, respectively. In the fourth quarter 2003, depreciation expense would have decreased by approximately $1.4 million. The Operating Partnership does not believe that the correction is material to any previously reported financial statements and is not material to any consolidated earnings trends.
(3) Includes the following non-recurring items:
(a) Gains of $25.2 million resulting from the sale of seven Fund I multifamily properties.
(b) Promote income of $3.8 million from incentive income allocations from Fund I.
F-31
(18) Subsequent Events
In January 2005, the Operating Partnership sold four non-core assets that were acquired in conjunction with the John M. Sachs’s Merger in 2002. The four non-core assets were: The Riviera Recreational Vehicle Park and a Manufactured Home Park, located in Las Vegas, Nevada, for which the Operating Partnership had previously entered into master lease and option agreements with an unrelated entity; and two small office buildings, located in San Diego California, aggregating 7,200 square feet. The sale proceeds were in excess of the carrying value of each of these assets.
On February 1, 2005, the Operating Partnership obtained a non-recourse mortgage on a previously unencumbered property in the amount of $21.8 million with a 4.94% fixed interest rate for a 9-year term, maturing in March 2014, with an option to extend the maturity for one year thereafter at a floating rate of 2.4% over one month LIBOR. During the extension period, the loan may be paid in full with no prepayment penalty.
On February 2, 2005, the Operating Partnership acquired Cedar Terrace Apartments, a 180-unit apartment community, located in Bellevue, Washington, for approximately $22.3 million. The property is unencumbered.
On February 16, 2005, the Operating Partnership entered into a $50 million notional forward-starting swap with PNC Bank at a fixed rate of 4.927% and a settlement date on or around October 1, 2007. This derivative will be used to hedge the cash flows associated with the forecasted issuance of debt expected to occur in 2007. At inception, the transaction is considered highly effective at offsetting changes in future cash flows for forecasted transactions and qualifies for hedge accounting. Changes to the derivative’s fair value prior to settlement will be reflected in Other Comprehensive Income on the Operating Partnership’s consolidated financial statements.
F-32
ESSEX
PORTFOLIO, L.P. AND SUBSIDIARIES
Financial Statement Schedule III
Real
Estate and Accumulated Depreciation
December 31, 2004
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
Initial cost |
|
|
|
Gross amount carried at close of period |
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Property |
|
Units |
|
Location |
|
Encumbrance |
|
Land |
|
Buildings and |
|
Costs |
|
Land and |
|
Buildings and |
|
Total(1) |
|
Accumulated |
|
Date of |
|
Date |
|
Lives |
|
|||||||
|
Encumbered multifamily properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Foothill Commons |
|
360 |
|
Bellevue, WA |
|
$ |
|
|
$ |
2,435 |
|
$ |
9,821 |
|
$ |
3,817 |
|
$ |
2,440 |
|
$ |
13,633 |
|
16,073 |
|
$ |
7,371 |
|
1978 |
|
03/90 |
|
3-30 |
|
|
Oak Pointe |
|
390 |
|
Sunnyvale, CA |
|
|
|
4,842 |
|
19,776 |
|
7,571 |
|
4,847 |
|
27,342 |
|
32,189 |
|
14,663 |
|
1973 |
|
12/88 |
|
3-30 |
|
|||||||
|
Palisades |
|
192 |
|
Bellevue, WA |
|
|
|
1,560 |
|
6,242 |
|
2,631 |
|
1,565 |
|
8,868 |
|
10,433 |
|
4,561 |
|
1969/1977(2) |
|
05/90 |
|
3-30 |
|
|||||||
|
Pathways |
|
296 |
|
Long Beach, CA |
|
|
|
4,083 |
|
16,757 |
|
9,007 |
|
6,239 |
|
23,608 |
|
29,847 |
|
10,046 |
|
1975 |
|
02/91 |
|
3-30 |
|
|||||||
|
Stevenson Place (The Apple) |
|
200 |
|
Fremont, CA |
|
|
|
996 |
|
5,582 |
|
6,638 |
|
1,001 |
|
12,215 |
|
13,216 |
|
7,419 |
|
1971 |
|
04/82 |
|
3-30 |
|
|||||||
|
Summerhill Commons |
|
184 |
|
Newark, CA |
|
|
|
1,608 |
|
7,582 |
|
1,836 |
|
1,525 |
|
9,501 |
|
11,026 |
|
5,530 |
|
1987 |
|
07/87 |
|
3-30 |
|
|||||||
|
Summerhill Park |
|
100 |
|
Sunnyvale, CA |
|
|
|
2,654 |
|
4,918 |
|
844 |
|
2,656 |
|
5,760 |
|
8,416 |
|
3,261 |
|
1988 |
|
09/88 |
|
3-30 |
|
|||||||
|
Woodland Commons |
|
236 |
|
Bellevue, WA |
|
|
|
2,040 |
|
8,727 |
|
2,254 |
|
2,044 |
|
10,977 |
|
13,021 |
|
5,793 |
|
1978 |
|
03/90 |
|
3-30 |
|
|||||||
|
|
|
|
|
|
|
95,434 |
|
20,218 |
|
79,405 |
|
34,598 |
|
22,317 |
|
111,904 |
|
134,221 |
|
58,644 |
|
|
|
|
|
|
|
|||||||
|
Bonita Cedars |
|
120 |
|
Bonita, CA |
|
|
|
2,496 |
|
9,983 |
|
530 |
|
2,503 |
|
10,506 |
|
13,009 |
|
805 |
|
1983 |
|
12/02 |
|
3-30 |
|
|||||||
|
Castle Creek |
|
216 |
|
Newcastle, WA |
|
|
|
4,149 |
|
16,028 |
|
1,196 |
|
4,834 |
|
16,539 |
|
21,373 |
|
4,456 |
|
1997 |
|
12/97 |
|
3-30 |
|
|||||||
|
Foothill/Twincreeks |
|
176 |
|
San Ramon, CA |
|
|
|
5,875 |
|
13,992 |
|
1,587 |
|
5,964 |
|
15,490 |
|
21,454 |
|
5,017 |
|
1985 |
|
02/97 |
|
3-30 |
|
|||||||
|
Trabucco Villas |
|
132 |
|
Lake Forest, CA |
|
|
|
3,638 |
|
8,640 |
|
1,141 |
|
3,842 |
|
9,577 |
|
13,419 |
|
2,706 |
|
1985 |
|
10/97 |
|
3-30 |
|
|||||||
|
Walnut Heights |
|
163 |
|
Walnut, CA |
|
|
|
4,858 |
|
19,400 |
|
350 |
|
4,886 |
|
19,722 |
|
24,608 |
|
933 |
|
1964 |
|
10/03 |
|
3-30 |
|
|||||||
|
|
|
|
|
|
|
93,735 |
|
21,016 |
|
68,043 |
|
4,804 |
|
22,029 |
|
71,834 |
|
93,863 |
|
13,917 |
|
|
|
|
|
|
|
|||||||
|
Fountain Court |
|
320 |
|
Bellevue, WA |
|
|
|
6,702 |
|
27,306 |
|
629 |
|
6,985 |
|
27,652 |
|
34,637 |
|
4,538 |
|
2000 |
|
03/00 |
|
3-30 |
|
|||||||
|
Hillcrest Park (Mirabella) |
|
608 |
|
Newbury Park, CA |
|
|
|
15,318 |
|
40,601 |
|
11,633 |
|
15,920 |
|
51,632 |
|
67,552 |
|
10,864 |
|
1973 |
|
03/98 |
|
3-30 |
|
|||||||
|
Hillsborough Park |
|
235 |
|
La Habra, CA |
|
|
|
6,291 |
|
15,455 |
|
415 |
|
6,272 |
|
15,889 |
|
22,161 |
|
2,868 |
|
1999 |
|
09/99 |
|
3-30 |
|
|||||||
|
|
|
|
|
|
|
79,702 |
|
28,311 |
|
83,362 |
|
12,677 |
|
29,177 |
|
95,173 |
|
124,350 |
|
18,270 |
|
|
|
|
|
|
|
|||||||
|
The Shores |
|
462 |
|
San Ramon, CA |
|
|
|
12,105 |
|
18,252 |
|
16,093 |
|
12,682 |
|
33,768 |
|
46,450 |
|
8,337 |
|
1988 |
|
01/97 |
|
3-30 |
|
|||||||
|
Waterford |
|
238 |
|
San Jose, CA |
|
|
|
11,808 |
|
24,500 |
|
10,213 |
|
15,160 |
|
31,361 |
|
46,521 |
|
4,180 |
|
2000 |
|
06/00 |
|
3-30 |
|
|||||||
|
|
|
|
|
|
|
60,356 |
|
23,913 |
|
42,752 |
|
26,306 |
|
27,842 |
|
65,129 |
|
92,971 |
|
12,517 |
|
|
|
|
|
|
|
|||||||
|
Alpine Village |
|
306 |
|
Alpine, CA |
|
17,835 |
|
4,967 |
|
19,868 |
|
817 |
|
4,981 |
|
20,671 |
|
25,652 |
|
1,547 |
|
1971 |
|
12/02 |
|
3-30 |
|
|||||||
|
Anchor Village |
|
301 |
|
Mukilteo, WA |
|
10,750 |
|
2,498 |
|
10,595 |
|
3,103 |
|
2,587 |
|
13,609 |
|
16,196 |
|
5,084 |
|
1981 |
|
01/97 |
|
3-30 |
|
|||||||
|
Bridle Trails |
|
92 |
|
Kirkland, WA |
|
4,027 |
|
1,500 |
|
5,930 |
|
535 |
|
1,531 |
|
6,434 |
|
7,965 |
|
1,775 |
|
1986 |
|
10/97 |
|
3-30 |
|
|||||||
|
Brookside Oaks |
|
170 |
|
Sunnyvale, CA |
|
14,720 |
|
7,301 |
|
16,310 |
|
1,300 |
|
7,584 |
|
17,327 |
|
24,911 |
|
2,942 |
|
1973 |
|
06/00 |
|
3-30 |
|
|||||||
|
Bunker Hill Towers |
|
456 |
|
Los Angeles, CA |
|
17,398 |
|
11,498 |
|
27,871 |
|
1,877 |
|
11,639 |
|
29,607 |
|
41,246 |
|
7,415 |
|
1968 |
|
03/98 |
|
3-30 |
|
|||||||
|
Camarillo Oaks |
|
564 |
|
Camarillo, CA |
|
54,993 |
|
10,953 |
|
25,254 |
|
3,297 |
|
11,075 |
|
28,429 |
|
39,504 |
|
10,031 |
|
1985 |
|
07/96 |
|
3-30 |
|
|||||||
|
Capri at Sunny Hills |
|
100 |
|
Fullerton, CA |
|
12,080 |
|
3,337 |
|
13,320 |
|
1,344 |
|
3,448 |
|
14,553 |
|
18,001 |
|
1,642 |
|
1961 |
|
09/01 |
|
3-30 |
|
|||||||
|
City Heights(3) |
|
687 |
|
Los Angeles, CA |
|
32,850 |
|
9,655 |
|
37,078 |
|
4,018 |
|
9,900 |
|
40,851 |
|
50,751 |
|
7,358 |
|
1968 |
|
12/00 |
|
3-30 |
|
|||||||
|
Coral Gardens |
|
200 |
|
El Cajon, CA |
|
11,469 |
|
3,638 |
|
14,552 |
|
275 |
|
3,648 |
|
14,817 |
|
18,465 |
|
1,126 |
|
1976 |
|
12/02 |
|
3-30 |
|
|||||||
|
Devonshire |
|
276 |
|
Hemet, CA |
|
11,612 |
|
3,470 |
|
13,882 |
|
631 |
|
3,480 |
|
14,503 |
|
17,983 |
|
1,125 |
|
1988 |
|
12/02 |
|
3-30 |
|
|||||||
|
Emerald Ridge |
|
180 |
|
Bellevue, WA |
|
11,184 |
|
3,449 |
|
7,801 |
|
1,330 |
|
3,449 |
|
9,131 |
|
12,580 |
|
3,748 |
|
1987 |
|
11/94 |
|
3-30 |
|
|||||||
|
Evergreen Heights |
|
200 |
|
Kirkland, WA |
|
11,382 |
|
3,566 |
|
13,395 |
|
1,211 |
|
3,649 |
|
14,523 |
|
18,172 |
|
4,007 |
|
1990 |
|
06/97 |
|
3-30 |
|
|||||||
|
Fountain Park |
|
705 |
|
Playa Vista, CA |
|
83,179 |
|
25,073 |
|
94,980 |
|
466 |
|
25,194 |
|
95,325 |
|
120,519 |
|
5,100 |
|
2002 |
|
02/04 |
|
3-30 |
|
|||||||
|
Hampton Park (Columbus) |
|
83 |
|
Glendale, CA |
|
4,355 |
|
2,407 |
|
5,672 |
|
1,425 |
|
2,426 |
|
7,078 |
|
9,504 |
|
1,265 |
|
1974 |
|
06/99 |
|
3-30 |
|
|||||||
|
Hampton Place (Lorraine) |
|
132 |
|
Glendale, CA |
|
8,205 |
|
4,288 |
|
11,081 |
|
1,496 |
|
4,307 |
|
12,558 |
|
16,865 |
|
2,296 |
|
1970 |
|
06/99 |
|
3-30 |
|
|||||||
F-33
|
|
|
|
|
|
|
|
|
Initial cost |
|
|
|
Gross amount carried at close of period |
|
|
|
|
|
|
|
|
|
||||||
|
Property |
|
Units |
|
Location |
|
Encumbrance |
|
Land |
|
Buildings and |
|
Costs |
|
Land and |
|
Buildings and |
|
Total(1) |
|
Accumulated |
|
Date of |
|
Date |
|
Lives |
|
|
Encumbered multifamily properties (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hearthstone II |
|
140 |
|
Santa Ana, CA |
|
9,795 |
|
2,833 |
|
11,303 |
|
971 |
|
3,021 |
|
12,086 |
|
15,107 |
|
1,314 |
|
1970 |
|
11/01 |
|
3-30 |
|
|
Hidden Valley — Parker Ranch |
|
324 |
|
Simi Valley, CA |
|
28,002 |
|
14,174 |
|
34,065 |
|
— |
|
14,174 |
|
34,065 |
|
48,239 |
|
630 |
|
2004 |
|
12/04 |
|
3-30 |
|
|
Highridge |
|
255 |
|
Rancho Palos Verde, CA |
|
19,385 |
|
5,419 |
|
18,347 |
|
4,220 |
|
5,615 |
|
22,371 |
|
27,986 |
|
6,223 |
|
1972 |
|
05/97 |
|
3-30 |
|
|
Huntington Breakers |
|
342 |
|
Huntington Beach, CA |
|
22,058 |
|
9,306 |
|
22,720 |
|
2,536 |
|
9,315 |
|
25,247 |
|
34,562 |
|
6,342 |
|
1984 |
|
10/97 |
|
3-30 |
|
|
Inglenook Court |
|
224 |
|
Bothell, WA |
|
8,300 |
|
3,467 |
|
7,881 |
|
2,115 |
|
3,474 |
|
9,989 |
|
13,463 |
|
4,204 |
|
1985 |
|
10/94 |
|
3-30 |
|
|
Kings Road |
|
196 |
|
Los Angeles, CA |
|
15,296 |
|
4,023 |
|
9,527 |
|
3,039 |
|
4,031 |
|
12,558 |
|
16,589 |
|
3,152 |
|
1979 |
|
06/97 |
|
3-30 |
|
|
Le Parc (Plumtree) |
|
140 |
|
Santa Clara, CA |
|
14,349 |
|
3,090 |
|
7,421 |
|
4,377 |
|
3,092 |
|
11,796 |
|
14,888 |
|
3,585 |
|
1975 |
|
02/94 |
|
3-30 |
|
|
Maple Leaf |
|
48 |
|
Seattle, WA |
|
1,919 |
|
805 |
|
3,283 |
|
182 |
|
828 |
|
3,442 |
|
4,270 |
|
932 |
|
1986 |
|
10/97 |
|
3-30 |
|
|
Mariners Place |
|
105 |
|
Oxnard, CA |
|
4,077 |
|
1,555 |
|
6,103 |
|
590 |
|
1,562 |
|
6,686 |
|
8,248 |
|
1,205 |
|
1987 |
|
05/00 |
|
3-30 |
|
|
Meadowood |
|
320 |
|
Simi Valley, CA |
|
15,547 |
|
7,852 |
|
18,592 |
|
2,012 |
|
7,898 |
|
20,558 |
|
28,456 |
|
6,417 |
|
1986 |
|
11/96 |
|
3-30 |
|
|
Montejo |
|
124 |
|
Garden Grove, CA |
|
6,058 |
|
1,925 |
|
7,685 |
|
644 |
|
2,096 |
|
8,158 |
|
10,254 |
|
887 |
|
1974 |
|
11/01 |
|
3-30 |
|
|
Monterey Villas (The Village) |
|
122 |
|
Oxnard, CA |
|
12,494 |
|
2,349 |
|
5,579 |
|
3,956 |
|
2,424 |
|
9,460 |
|
11,884 |
|
2,060 |
|
1974 |
|
07/97 |
|
3-30 |
|
|
Monterra del Rey (Glenbrook) |
|
84 |
|
Pasadena, CA |
|
4,197 |
|
2,312 |
|
4,923 |
|
2,185 |
|
2,435 |
|
6,985 |
|
9,420 |
|
1,435 |
|
1972 |
|
04/99 |
|
3-30 |
|
|
Monterra del Sol (Euclid) |
|
85 |
|
Pasadena, CA |
|
2,755 |
|
2,202 |
|
4,794 |
|
2,005 |
|
2,386 |
|
6,615 |
|
9,001 |
|
1,258 |
|
1972 |
|
04/99 |
|
3-30 |
|
|
Mt. Sutro |
|
99 |
|
San Francisco, CA |
|
5,948 |
|
2,334 |
|
8,507 |
|
698 |
|
2,725 |
|
8,814 |
|
11,539 |
|
1,615 |
|
1973 |
|
06/01 |
|
3-30 |
|
|
Park Hill |
|
245 |
|
Issaquah, CA |
|
22,123 |
|
7,284 |
|
21,937 |
|
55 |
|
7,284 |
|
21,992 |
|
29,276 |
|
221 |
|
1999 |
|
02/99(4) |
|
3-30 |
|
|
Park Place/Windsor Court/Cochran |
|
176 |
|
Los Angeles, CA |
|
18,399 |
|
4,965 |
|
11,806 |
|
1,274 |
|
5,015 |
|
13,030 |
|
18,045 |
|
3,784 |
|
1988 |
|
08/97 |
|
3-30 |
|
|
Peregrine Point |
|
67 |
|
Issaquah, CA |
|
8,080 |
|
3,384 |
|
13,523 |
|
(219 |
)(5) |
3,317 |
|
13,371 |
|
16,688 |
|
1,117 |
|
2003 |
|
1/03 |
|
3-30 |
|
|
Pointe at Cupertino (Westwood) |
|
116 |
|
Cupertino, CA |
|
13,551 |
|
4,505 |
|
17,605 |
|
87 |
|
4,505 |
|
17,692 |
|
22,197 |
|
389 |
|
1963 |
|
08/98(6) |
|
3-30 |
|
|
Sammamish View |
|
153 |
|
Bellevue, WA |
|
11,244 |
|
3,324 |
|
7,501 |
|
1,155 |
|
3,331 |
|
8,649 |
|
11,980 |
|
3,266 |
|
1986 |
|
11/94 |
|
3-30 |
|
|
San Marcos |
|
312 |
|
Richmond, CA |
|
30,507 |
|
15,563 |
|
36,204 |
|
307 |
|
15,857 |
|
36,217 |
|
52,074 |
|
1,936 |
|
2003 |
|
11/03 |
|
3-30 |
|
|
Spring Lake |
|
69 |
|
Seattle, WA |
|
2,153 |
|
838 |
|
3,399 |
|
228 |
|
859 |
|
3,606 |
|
4,465 |
|
1,001 |
|
1986 |
|
10/97 |
|
3-30 |
|
|
Stonehedge Village |
|
196 |
|
Bothell, WA |
|
8,665 |
|
3,167 |
|
12,603 |
|
1,386 |
|
3,201 |
|
13,955 |
|
17,156 |
|
3,448 |
|
1986 |
|
10/97 |
|
3-30 |
|
|
Summit Park |
|
300 |
|
San Diego, CA |
|
22,116 |
|
5,959 |
|
23,836 |
|
969 |
|
5,976 |
|
24,788 |
|
30,764 |
|
1,948 |
|
1972 |
|
12/02 |
|
3-30 |
|
|
The Barkley |
|
161 |
|
Anahiem, CA |
|
5,170 |
|
2,272 |
|
8,520 |
|
1,256 |
|
2,334 |
|
9,714 |
|
12,048 |
|
1,922 |
|
1984 |
|
04/00 |
|
3-30 |
|
|
The Bluffs |
|
224 |
|
San Diego, CA |
|
12,763 |
|
3,405 |
|
7,743 |
|
724 |
|
3,442 |
|
8,430 |
|
11,872 |
|
2,492 |
|
1974 |
|
06/97 |
|
3-30 |
|
|
The Carlyle |
|
132 |
|
San Jose, CA |
|
16,044 |
|
3,954 |
|
15,277 |
|
8,782 |
|
5,800 |
|
22,213 |
|
28,013 |
|
2,828 |
|
2000 |
|
04/00 |
|
3-30 |
|
|
Tierra Vista |
|
404 |
|
Oxnard, CA |
|
38,213 |
|
13,652 |
|
53,336 |
|
127 |
|
13,651 |
|
53,464 |
|
67,115 |
|
1,489 |
|
2001 |
|
01/01(7 |
) |
3-30 |
|
|
Treehouse |
|
164 |
|
Santa Ana, CA |
|
8,156 |
|
2,626 |
|
10,485 |
|
874 |
|
2,818 |
|
11,167 |
|
13,985 |
|
1,209 |
|
1970 |
|
11/01 |
|
3-30 |
|
|
Treetops |
|
172 |
|
Fremont, CA |
|
9,800 |
|
3,520 |
|
8,182 |
|
1,604 |
|
3,579 |
|
9,727 |
|
13,306 |
|
3,392 |
|
1978 |
|
01/96 |
|
3-30 |
|
|
Valley Park |
|
160 |
|
Fountain Valley |
|
10,332 |
|
3,361 |
|
13,420 |
|
1,027 |
|
3,550 |
|
14,258 |
|
17,808 |
|
1,566 |
|
1969 |
|
11/01 |
|
3-30 |
|
|
Villa Angelina |
|
256 |
|
Placentia |
|
13,971 |
|
4,498 |
|
17,962 |
|
900 |
|
4,731 |
|
18,629 |
|
23,360 |
|
1,972 |
|
1970 |
|
11/01 |
|
3-30 |
|
|
Vista Belvedere |
|
76 |
|
Tiburon, CA |
|
11,792 |
|
5,573 |
|
11,901 |
|
95 |
|
5,573 |
|
11,996 |
|
17,569 |
|
148 |
|
1963 |
|
08/04 |
|
3-30 |
|
|
Wandering Creek |
|
156 |
|
Kent, WA |
|
5,300 |
|
1,285 |
|
4,980 |
|
1,444 |
|
1,296 |
|
6,413 |
|
7,709 |
|
2,436 |
|
1986 |
|
11/95 |
|
3-30 |
|
|
Wharfside Pointe |
|
142 |
|
Seattle, WA |
|
8,166 |
|
2,245 |
|
7,020 |
|
1,422 |
|
2,256 |
|
8,431 |
|
10,687 |
|
3,440 |
|
1990 |
|
06/94 |
|
3-30 |
|
|
Wilshire Promenade |
|
149 |
|
Fullerton, CA |
|
6,847 |
|
3,118 |
|
7,385 |
|
4,677 |
|
3,797 |
|
11,383 |
|
15,180 |
|
2,982 |
|
1992 |
|
01/97 |
|
3-30 |
|
|
Wimbledon Woods |
|
560 |
|
Hayward, CA |
|
53,837 |
|
9,883 |
|
37,670 |
|
4,143 |
|
10,350 |
|
41,346 |
|
51,696 |
|
9,512 |
|
1975 |
|
03/98 |
|
3-30 |
|
|
Windsor Ridge |
|
216 |
|
Sunnyvale, CA |
|
12,034 |
|
4,017 |
|
10,315 |
|
1,724 |
|
4,021 |
|
12,035 |
|
16,056 |
|
6,356 |
|
1989 |
|
03/89 |
|
3-30 |
|
|
|
|
|
|
|
|
1,154,709 |
|
367,102 |
|
1,124,491 |
|
165,081 |
|
381,882 |
|
1,274,792 |
|
1,656,674 |
|
259,922 |
|
|
|
|
|
|
|
F-34
|
Property |
|
Units |
|
Location |
|
Encumbrance |
|
Initial cost |
|
Costs |
|
|
|
Accumulated |
|
Date of |
|
Date |
|
Lives |
|
||||||
|
Land |
|
Buildings and |
Land and |
|
Buildings and |
|
Total(1) |
||||||||||||||||||||
|
Unencumbered multifamily properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alpine Country |
|
108 |
|
Alpine, CA |
|
|
|
1,741 |
|
6,964 |
|
158 |
|
1,746 |
|
7,117 |
|
8,863 |
|
545 |
|
1986 |
|
12/02 |
|
3-30 |
|
|
Avondale at Warner Center |
|
446 |
|
Woodland Hills, CA |
|
|
|
10,536 |
|
24,522 |
|
3,760 |
|
10,601 |
|
28,217 |
|
38,818 |
|
5,909 |
|
1989 |
|
01/97 |
|
3-30 |
|
|
Brighton Ridge |
|
264 |
|
Renton, WA |
|
|
|
2,623 |
|
10,800 |
|
1,717 |
|
2,656 |
|
12,484 |
|
15,140 |
|
4,318 |
|
1986 |
|
12/96 |
|
3-30 |
|
|
Bristol Commons |
|
188 |
|
Sunnyvale, CA |
|
|
|
5,278 |
|
11,853 |
|
1,448 |
|
5,293 |
|
13,286 |
|
18,579 |
|
4,147 |
|
1989 |
|
01/97 |
|
3-30 |
|
|
Cambridge |
|
40 |
|
Chula Vista, CA |
|
|
|
497 |
|
1,986 |
|
104 |
|
498 |
|
2,089 |
|
2,587 |
|
155 |
|
1965 |
|
12/02 |
|
3-30 |
|
|
Canyon Ponte |
|
250 |
|
Bothell, WA |
|
|
|
4,692 |
|
18,600 |
|
8 |
|
4,693 |
|
18,607 |
|
23,300 |
|
956 |
|
1990 |
|
10/03 |
|
3-30 |
|
|
Carlton Heights |
|
70 |
|
Santee, CA |
|
|
|
1,099 |
|
4,397 |
|
150 |
|
1,102 |
|
4,544 |
|
5,646 |
|
348 |
|
1979 |
|
12/02 |
|
3-30 |
|
|
Casa Tierra |
|
40 |
|
El Cajon, CA |
|
|
|
522 |
|
2,088 |
|
123 |
|
523 |
|
2,210 |
|
2,733 |
|
172 |
|
1972 |
|
12/02 |
|
3-30 |
|
|
Country Villas |
|
180 |
|
Oceanside, CA |
|
|
|
4,174 |
|
16,698 |
|
732 |
|
4,186 |
|
17,418 |
|
21,604 |
|
1,332 |
|
1976 |
|
12/02 |
|
3-30 |
|
|
Eastridge |
|
188 |
|
San Ramon, CA |
|
|
|
6,068 |
|
13,628 |
|
998 |
|
6,092 |
|
14,602 |
|
20,694 |
|
4,553 |
|
1988 |
|
08/96 |
|
3-30 |
|
|
Emerald Palms |
|
152 |
|
San Diego, CA |
|
|
|
2,909 |
|
11,637 |
|
307 |
|
2,918 |
|
11,935 |
|
14,853 |
|
927 |
|
1986 |
|
12/02 |
|
3-30 |
|
|
Esplanade |
|
278 |
|
San Jose, CA |
|
|
|
18,170 |
|
41,043 |
|
19 |
|
18,170 |
|
41,062 |
|
59,232 |
|
165 |
|
2002 |
|
11/04 |
|
3-30 |
|
|
Fairway (8) |
|
74 |
|
Newport Beach, CA |
|
|
|
— |
|
7,850 |
|
1,977 |
|
9 |
|
9,818 |
|
9,827 |
|
2,217 |
|
1972 |
|
06/99 |
|
3-30 |
|
|
Fairwood Pond |
|
194 |
|
Renton, WA |
|
|
|
5,296 |
|
15,564 |
|
11 |
|
5,296 |
|
15,575 |
|
20,871 |
|
110 |
|
1997 |
|
10/04 |
|
3-30 |
|
|
Forest View |
|
192 |
|
Renton, WA |
|
|
|
3,731 |
|
14,530 |
|
149 |
|
3,731 |
|
14,679 |
|
18,410 |
|
783 |
|
1998 |
|
10/03 |
|
3-30 |
|
|
Grand Regency |
|
60 |
|
Escondido, CA |
|
|
|
881 |
|
3,522 |
|
108 |
|
883 |
|
3,628 |
|
4,511 |
|
278 |
|
1967 |
|
12/02 |
|
3-30 |
|
|
Jackson School Village |
|
200 |
|
Hillsboro, OR |
|
|
|
2,588 |
|
10,452 |
|
800 |
|
2,698 |
|
11,142 |
|
13,840 |
|
1,660 |
|
1996 |
|
09/00 |
|
3-30 |
|
|
Landmark |
|
285 |
|
Hillsboro, OR |
|
|
|
3,655 |
|
14,200 |
|
1,602 |
|
3,700 |
|
15,757 |
|
19,457 |
|
4,999 |
|
1990 |
|
08/96 |
|
3-30 |
|
|
Linden Square |
|
183 |
|
Seattle, WA |
|
|
|
4,374 |
|
11,588 |
|
469 |
|
4,202 |
|
12,229 |
|
16,431 |
|
1,899 |
|
1994 |
|
06/00 |
|
3-30 |
|
|
Lofts at Pinehurst (Villa Scandia) |
|
118 |
|
Ventura, CA |
|
|
|
1,570 |
|
3,912 |
|
3,732 |
|
1,618 |
|
7,596 |
|
9,214 |
|
1,630 |
|
1971 |
|
06/97 |
|
3-30 |
|
|
Marbrisa |
|
202 |
|
Long Beach, CA |
|
|
|
4,700 |
|
18,800 |
|
451 |
|
4,760 |
|
19,191 |
|
23,951 |
|
1,723 |
|
1987 |
|
09/02 |
|
3-30 |
|
|
Marina City Club (9) |
|
101 |
|
Marina Del Rey, CA |
|
|
|
— |
|
28,167 |
|
1,182 |
|
— |
|
29,349 |
|
29,349 |
|
948 |
|
1971 |
|
01/04 |
|
3-30 |
|
|
Marina Cove (10) |
|
292 |
|
Santa Clara, CA |
|
|
|
5,320 |
|
16,431 |
|
2,799 |
|
5,323 |
|
19,227 |
|
24,550 |
|
8,000 |
|
1974 |
|
06/94 |
|
3-30 |
|
|
Meadows @ Cascade |
|
198 |
|
Vancouver, WA |
|
|
|
2,261 |
|
9,070 |
|
1,599 |
|
2,337 |
|
10,593 |
|
12,930 |
|
3,025 |
|
1988 |
|
11/97 |
|
3-30 |
|
|
Mesa Village |
|
133 |
|
Clairemont, CA |
|
|
|
1,888 |
|
7,552 |
|
230 |
|
1,893 |
|
7,777 |
|
9,670 |
|
580 |
|
1963 |
|
12/02 |
|
3-30 |
|
|
Mira Woods |
|
355 |
|
Mira Mesa, CA |
|
|
|
7,165 |
|
28,660 |
|
772 |
|
7,185 |
|
29,412 |
|
36,597 |
|
2,210 |
|
1982 |
|
12/02 |
|
3-30 |
|
|
Mirabella |
|
188 |
|
Marina Del Rey, CA |
|
|
|
6,180 |
|
26,673 |
|
823 |
|
6,254 |
|
27,422 |
|
33,676 |
|
4,336 |
|
2000 |
|
05/00 |
|
3-30 |
|
|
Monterra del Mar (Windsor Terrace) |
|
123 |
|
Pasadena, CA |
|
|
|
2,188 |
|
5,263 |
|
3,697 |
|
2,736 |
|
8,412 |
|
11,148 |
|
2,070 |
|
1972 |
|
09/97 |
|
3-30 |
|
|
Mountain View |
|
106 |
|
Camarillo, CA |
|
|
|
3,167 |
|
11,106 |
|
59 |
|
3,117 |
|
11,215 |
|
14,332 |
|
403 |
|
1980 |
|
01/04 |
|
3-30 |
|
|
Pinehurst |
|
28 |
|
Ventura, CA |
|
|
|
355 |
|
1,356 |
|
— |
|
355 |
|
1,356 |
|
1,711 |
|
— |
|
1973 |
|
12/04 |
|
3-30 |
|
|
Salmon Run |
|
132 |
|
Bothell, WA |
|
|
|
3,717 |
|
11,483 |
|
284 |
|
3,801 |
|
11,683 |
|
15,484 |
|
1,606 |
|
2000 |
|
10/00 |
|
3-30 |
|
|
Shadow Point |
|
172 |
|
Spring Valley, CA |
|
|
|
2,812 |
|
11,248 |
|
731 |
|
2,820 |
|
11,971 |
|
14,791 |
|
928 |
|
1983 |
|
12/02 |
|
3-30 |
|
|
St. Cloud |
|
302 |
|
Houston, TX |
|
|
|
2,140 |
|
8,560 |
|
970 |
|
2,146 |
|
9,524 |
|
11,670 |
|
768 |
|
1968 |
|
12/02 |
|
3-30 |
|
F-35
|
Property |
|
Units |
|
Location |
|
Encumbrance |
|
Initial cost |
|
Costs |
|
|
|
Accumulated |
|
Date of |
|
Date |
|
Lives |
|
||||||||||||||
|
Land |
|
Buildings and |
Land and |
|
Buildings and |
|
Total(1) |
||||||||||||||||||||||||||||
|
Unencumbered multifamily properties(continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
The Laurels |
|
164 |
|
Mill Creek, WA |
|
|
|
1,559 |
|
6,430 |
|
820 |
|
1,595 |
|
7,214 |
|
8,809 |
|
2,365 |
|
1981 |
|
12/96 |
|
3-30 |
|
||||||||
|
Tierra del Sol/Norte |
|
156 |
|
El Cajon, CA |
|
|
|
2,455 |
|
9,822 |
|
185 |
|
2,462 |
|
10,000 |
|
12,462 |
|
778 |
|
1969 |
|
12/02 |
|
3-30 |
|
||||||||
|
Village @ Cascade |
|
192 |
|
Vancouver, WA |
|
|
|
2,103 |
|
8,753 |
|
609 |
|
2,154 |
|
9,311 |
|
11,465 |
|
2,400 |
|
1995 |
|
12/97 |
|
3-30 |
|
||||||||
|
Vista Capri - East |
|
26 |
|
San Diego, CA |
|
|
|
262 |
|
1,047 |
|
59 |
|
262 |
|
1,106 |
|
1,368 |
|
86 |
|
1967 |
|
12/02 |
|
3-30 |
|
||||||||
|
Vista Capri - North |
|
106 |
|
San Diego, CA |
|
|
|
1,663 |
|
6,653 |
|
112 |
|
1,668 |
|
6,760 |
|
8,428 |
|
502 |
|
1975 |
|
12/02 |
|
3-30 |
|
||||||||
|
Vista Point (3)(11) |
|
— |
|
Anaheim, CA |
|
|
|
— |
|
— |
|
73 |
|
73 |
|
— |
|
73 |
|
— |
|
1968 |
|
07/85 |
|
— |
|
||||||||
|
Woodlawn Colonial |
|
159 |
|
Chula Vista, CA |
|
|
|
2,344 |
|
9,374 |
|
633 |
|
2,350 |
|
10,001 |
|
12,351 |
|
763 |
|
1974 |
|
12/02 |
|
3-30 |
|
||||||||
|
Woodside Village |
|
145 |
|
Ventura, CA |
|
|
|
5,331 |
|
21,036 |
|
9 |
|
5,332 |
|
21,044 |
|
26,376 |
|
5 |
|
1987 |
|
12/04 |
|
3-30 |
|
||||||||
|
|
|
23,084 |
|
|
|
1,154,709 |
|
505,116 |
|
1,617,809 |
|
199,550 |
|
521,120 |
|
1,801,355 |
|
2,322,475 |
|
330,521 |
|
|
|
|
|
|
|
||||||||
|
Other real estate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Office Buildings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derian |
|
|
|
Irvine, CA |
|
|
|
3,079 |
|
12,315 |
|
2,899 |
|
3,079 |
|
15,214 |
|
18,293 |
|
1,813 |
|
1983 |
|
07/00 |
|
3-30 |
|
||||||||
|
925 East Meadow (12) |
|
|
|
Palo Alto, CA |
|
— |
|
1,401 |
|
3,172 |
|
1,063 |
|
1,844 |
|
3,792 |
|
5,636 |
|
1,422 |
|
1984 |
|
11/97 |
|
3-30 |
|
||||||||
|
22120 Clarendon (13) |
|
|
|
Woodland Hills, CA |
|
— |
|
903 |
|
3,600 |
|
996 |
|
1,014 |
|
4,485 |
|
5,499 |
|
712 |
|
1982 |
|
03/01 |
|
3-30 |
|
||||||||
|
2399 Camino Del Rio South |
|
|
|
San Diego, CA |
|
— |
|
200 |
|
800 |
|
7 |
|
202 |
|
805 |
|
1,007 |
|
52 |
|
1978 |
|
12/02 |
|
3-30 |
|
||||||||
|
3205 Moore Street |
|
|
|
San Diego, CA |
|
— |
|
60 |
|
240 |
|
— |
|
60 |
|
240 |
|
300 |
|
18 |
|
1957 |
|
12/02 |
|
3-30 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Recreational vehicle parks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Circle RV |
|
|
|
El Cajon, CA |
|
— |
|
2,375 |
|
2,375 |
|
113 |
|
2,506 |
|
2,357 |
|
4,863 |
|
188 |
|
1977 |
|
12/02 |
|
3-30 |
|
||||||||
|
Diamond Valley |
|
|
|
Hemet, CA |
|
— |
|
650 |
|
650 |
|
29 |
|
688 |
|
641 |
|
1,329 |
|
60 |
|
1974 |
|
12/02 |
|
3-30 |
|
||||||||
|
Vacationer |
|
|
|
El Cajon, CA |
|
— |
|
1,975 |
|
1,975 |
|
113 |
|
2,099 |
|
1,964 |
|
4,063 |
|
159 |
|
1973 |
|
12/02 |
|
3-30 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Manufactured housing communities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Green Valley |
|
|
|
Vista, CA |
|
6,475 |
|
3,750 |
|
3,750 |
|
229 |
|
3,988 |
|
3,741 |
|
7,729 |
|
297 |
|
1973 |
|
12/02 |
|
3-30 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total multifamily and other real estate assets |
|
|
|
|
|
$ |
1,161,184 |
|
$ |
519,509 |
|
$ |
1,646,686 |
|
$ |
204,999 |
|
$ |
536,600 |
|
$ |
1,834,594 |
|
$ |
2,371,194 |
|
$ |
335,242 |
|
|
|
|
|
|
|
F-36
|
Property |
|
Units |
|
Location |
|
Encumbrance |
|
Initial cost |
|
Costs |
|
|
|
Accumulated |
|
Date of |
|
Date |
|
Lives |
|
||||||||||||||
|
Land |
|
Buildings and |
Land and |
|
Buildings and |
|
Total(1) |
||||||||||||||||||||||||||||
|
Development communities (14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
The San Marcos (phase II) |
|
120 |
|
Richmond, CA |
|
— |
|
3,991 |
|
— |
|
17,949 |
|
21,940 |
|
— |
|
21,940 |
|
— |
|
— |
|
09/00 |
|
— |
|
||||||||
|
Northwest Gateway |
|
275 |
|
Los Angeles, CA |
|
— |
|
8,100 |
|
— |
|
5,170 |
|
13,270 |
|
— |
|
13,270 |
|
— |
|
— |
|
12/04 |
|
— |
|
||||||||
|
Pre-development costs |
|
|
|
|
|
— |
|
2,683 |
|
— |
|
427 |
|
3,110 |
|
|
|
3,110 |
|
— |
|
— |
|
|
|
— |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total development communities |
|
|
|
|
|
$ |
— |
|
$ |
14,774 |
|
$ |
— |
|
$ |
23,546 |
|
$ |
38,320 |
|
$ |
— |
|
$ |
38,320 |
|
$ |
— |
|
|
|
|
|
|
|
(1) The aggregate cost for federal income tax purposes is $1,900,978.
(2) Phase I was built in 1969 and Phase II was built in 1977.
(3) The Operating Partnership has a leasehold interest in this land and receives a land lease payment over a 34-year-term.
(4) The Operating Partnership’s initial 45% interest was obtained in 1999. The remaining 55% interest was acquired in 2004.
(5) The Operating Partnership sold a single family home built on the property for $336 in 2003.
(6) The Operating Partnership’s initial 20% interest was obtained in 1998. The remaining 80% interest was acquired in 2004.
(7) The Operating Partnership’s initial 20% interest was obtained in 2001. The remaining 80% interest was acquired in 2004.
(8) The land is leased pursuant to a ground lease expiring 2027.
(9) The land is leased pursuant to a ground lease expiring 2067.
(10) A portion of land is leased pursuant to a ground lease expiring in 2028.
(11) The Operating Partnership’s interest in the land is subordinate to a loan issued to the purchaser of the buildings and improvements, and therefore the carrying amount was written off in connection with the sale.
(12) Total rentable square footage of 17,404.
(13) Total rentable square footage of 38,940.
(14) All construction costs are reflected as real estate under development in the Operating Partnership’s consolidated balance sheets until the project reaches stabilization.
A summary of activity for real estate and accumulated depreciation is as follows:
|
|
|
2004 |
|
2003 |
|
2002 |
|
|||
|
Real estate: |
|
|
|
|
|
|
|
|||
|
Balance at beginning of year |
|
$ |
1,984,122 |
|
$ |
1,762,221 |
|
$ |
1,441,521 |
|
|
Improvements |
|
28,380 |
|
30,895 |
|
24,144 |
|
|||
|
Acquisition of real estate |
|
406,745 |
|
66,031 |
|
333,500 |
|
|||
|
Development of real estate |
|
48,239 |
|
124,975 |
|
16,907 |
|
|||
|
Disposition of real estate |
|
(81,351 |
) |
— |
|
(53,851 |
) |
|||
|
Real estate investment held for sale |
|
(14,941 |
) |
— |
|
— |
|
|||
|
Balance at the end of year |
|
$ |
2,371,194 |
|
$ |
1,984,122 |
|
$ |
1,762,221 |
|
|
|
|
2004 |
|
2003 |
|
2002 |
|
|||
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|||
|
Balance at beginning of year |
|
$ |
265,763 |
|
$ |
208,014 |
|
$ |
166,609 |
|
|
Dispositions |
|
(2,948 |
) |
— |
|
(2,695 |
) |
|||
|
Depreciation expense - Acquisitions |
|
5,956 |
|
334 |
|
388 |
|
|||
|
Depreciation expense - Development |
|
630 |
|
2,344 |
|
— |
|
|||
|
Depreciation expense - Discontinued operations |
|
307 |
|
235 |
|
191 |
|
|||
|
Depreciation expense |
|
66,030 |
|
54,836 |
|
43,521 |
|
|||
|
Real estate investment held for sale |
|
(496 |
) |
— |
|
— |
|
|||
|
Balance at the end of year |
|
$ |
335,242 |
|
$ |
265,763 |
|
$ |
208,014 |
|
See accompanying Independent Registered Public Accounting Firm’s Report.
F-37
Pursuant to the requirements of Section 13 of 15(d) 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 Portfolio, L.P. |
|
||
|
|
|
|
||
|
|
By: Essex Property Trust, Inc. |
|
||
|
|
Its: General Partner |
|
||
|
|
|
|
||
|
|
|
|
||
|
Date: March 31, 2005 |
By: |
/s/ MICHAEL J. SCHALL |
|
|
|
|
Michael J. Schall |
|
||
|
|
|
|
||
|
|
|
|
||
|
|
Senior Executive Vice |
|
||
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith R. Guericke and Michael J. Schall, and each of them, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the date indicated.
|
Signature |
|
Title |
|
Date |
||||
|
|
|
|
|
|
||||
|
/s/ KEITH R. GUERICKE |
|
|
Chief Executive Officer and President, Director and |
|
March 29, 2005 |
|||
|
Keith R. Guericke |
|
Vice Chairman of the Board (Principal Executive Officer) |
|
|
||||
|
|
|
|
|
|
||||
|
/s/ MICHAEL J. SCHALL |
|
|
Senior Executive Vice President, Director and Chief |
|
March 29, 2005 |
|||
|
Michael J. Schall |
|
Operating Officer (Principal Financial
Officer and |
|
|
||||
|
|
|
|
|
|
||||
|
/s/ GEORGE M. MARCUS |
|
|
Director and Chairman of the Board |
|
March 29, 2005 |
|||
|
George M. Marcus |
|
|
|
|
||||
|
|
|
|
|
|
||||
|
/s/ WILLIAM A. MILLICHAP |
|
|
Director |
|
March 29, 2005 |
|||
|
William A. Millichap |
|
|
|
|
||||
|
|
|
|
|
|
||||
|
/s/ DAVID W. BRADY |
|
|
Director |
|
March 29, 2005 |
|||
|
David W. Brady |
|
|
|
|
||||
|
|
|
|
|
|
||||
|
/s/ ROBERT E. LARSON |
|
|
Director |
|
March 29, 2005 |
|||
|
Robert E. Larson |
|
|
|
|
||||
S-1
|
/s/ GARY P. MARTIN |
|
|
Director |
|
March 29, 2005 |
||
|
Gary P. Martin |
|
|
|
|
|||
|
|
|
|
|
|
|||
|
/s/ ISSIE N. RABINOVITCH |
|
|
Director |
|
March 29, 2005 |
||
|
Issie N. Rabinovitch |
|
|
|
|
|||
|
|
|
|
|
|
|||
|
/s/ THOMAS E. RANDLETT |
|
|
Director |
|
March 29, 2005 |
||
|
Thomas E. Randlett |
|
|
|
|
|||
|
|
|
|
|
|
|||
|
/s/ WILLARD H. SMITH, JR. |
|
|
Director |
|
March 29, 2005 |
||
|
Willard H. Smith, Jr. |
|
|
|
|
|||
S-2
EXHIBIT INDEX
|
|
Document |
|
Note |
|
|
|
|
|
|
|
|
2.1 |
|
Agreement and Plan of Reorganization by and among Essex, Merger Sub, Sachs, the Sachs Shareholders and John M. Sachs, dated December 17, 2002. Certain exhibits and schedules referenced in the Merger Agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the Securities and Exchange Commission upon request. Attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed December 23, 2002, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
2.2 |
|
Agreement of Purchase and Sale dated as of August 13, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein. Attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed October 5, 2004, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.1 |
|
Articles of Amendment and Restatement of Essex dated June 22, 1995, attached as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.2 |
|
Articles Supplementary of Essex Property Trust, Inc. for the 8.75% Convertible Preferred Stock, Series 1996A, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed August 13, 1996, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.3 |
|
First Amendment to Articles of Amendment and Restatement of Essex Property Trust, Inc., attached as Exhibit 3.1 to the Company’s 10-Q for the quarter ended September 30, 1996, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.4 |
|
Certificate of Correction to Exhibit 3.2 dated December 20, 1996 |
|
(1) |
|
|
|
|
|
|
|
3.5 |
|
Amended and Restated Bylaws of Essex Property Trust, Inc., attached as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed August 13, 1996, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.6 |
|
Certificate of Amendment of the Bylaws of Essex Property Trust, Inc., dated December 17, 1996. |
|
(1) |
|
|
|
|
|
|
|
3.7 |
|
Articles Supplementary reclassifying 2,000,000 shares of Common Stock as 2,000,000 shares of 7.875% Series B Cumulative Redeemable Preferred Stock, filed with the State of Maryland on February 10, 1998, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 3, 1998, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.8 |
|
Articles Supplementary reclassifying 500,000 shares of Common Stock as 500,000 shares of 9 1/8% Series C Cumulative Redeemable Preferred Stock, filed with the State of Maryland on November 25, 1998. |
|
(2) |
|
|
|
|
|
|
|
3.9 |
|
Certificate of Correction to Exhibit 3.2 dated February 12, 1999. |
|
(2) |
|
|
|
|
|
|
|
3.10 |
|
Articles Supplementary reclassifying 6,617,822 shares of Common Stock as 6,617,822 shares of Series A Junior Participating Preferred Stock, filed with the State of Maryland on November 13, 1998, attached as Exhibit 4.0 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.11 |
|
Articles Supplementary reclassifying 2,000,000 shares of Common Stock as 2,000,000 shares of 9.30% Series D Cumulative Redeemable Preferred Stock, filed with the State of Maryland on July 30, 1999, attached as Exhibit 3.1 to the Company’s 10-Q for the quarter ended June 30, 1999 and incorporated herein by reference. |
|
— |
|
3.12 |
|
Articles Supplementary reclassifying 2,200,000 shares of Common Stock as 2,200,000 shares of 9.25% Series E Cumulative Redeemable Preferred Stock, filed with the State of Maryland on September 9, 1999, attached as Exhibit 3.1 to the Company’s 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.13 |
|
Certificate of Correction to Articles Supplementary reclassifying 2,000,000 shares of Common Stock as 2,000,000 shares of 9.30% Series D Cumulative Redeemable Preferred Stock, attached as Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended March 31, 2000, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.14 |
|
Certificate of Amendment of the Bylaws of Essex Property Trust, Inc. dated February 14, 2000, attached as Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended March 31, 2000, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.15 |
|
Articles Supplementary relating to the 7.8125% Series F Cumulative Redeemable Preferred Stock, attached as Exhibit 3.1 to the Company’s Form 8-K, dated September 19, 2003, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
3.16 |
|
Articles Supplementary reclassifying 2,000,000 shares of 7.875% Series B Cumulative Redeemable Preferred Stock as 2,000,000 shares of Series B Cumulative Redeemable Preferred Stock, filed with the State of Maryland on January 14, 2004 |
|
— |
|
|
|
|
|
|
|
3.17 |
|
Articles Supplementary reclassifying 2,000,000 shares of 9.30% Series D Cumulative Redeemable Preferred Stock as 2,000,000 shares of Series D Cumulative Redeemable Preferred Stock, filed with the State of Maryland on January 14, 2004 |
|
— |
|
|
|
|
|
|
|
4.1 |
|
Rights Agreement, dated as of November 11, 1998, between Essex Property Trust, Inc., and BankBoston, N.A., as Rights Agent, including all exhibits thereto, attached as Exhibit 1 to the Company’s Registration Statement filed on Form 8-A dated November 12, 1998, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
4.2 |
|
Amendment to Rights Agreement, dated as of December 13, 2000, attached as Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended March 31, 2001 and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
4.3 |
|
Amendment to Rights Agreement, dated as of February 28, 2002 attached as Exhibit 4.3 to the Company’s Form 10-K for the year ended December 31, 2001 and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.1 |
|
Essex Property Trust, Inc. 1994 Stock Incentive Plan, (amended and restated), attached as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2000 and incorporated herein by reference.* |
|
— |
|
|
|
|
|
|
|
10.2 |
|
First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.3 |
|
First Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated February 6, 1998, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed March 3, 1998, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.4 |
|
Second Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated April 20, 1998, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 23, 1998, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.5 |
|
Third Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated November 24, 1998. |
|
(2) |
|
|
|
|
|
|
|
10.6 |
|
Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated July 28, 1999, attached as Exhibit 10.1 to the Company’s 10-Q for the quarter ended June 30, 1999 and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7 |
|
Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated September 3, 1999, attached as Exhibit 10.1 to the Company’s 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference. |
|
— |
|
10.8 |
|
Form of Essex Property Trust, Inc. 1994 Non-Employee and Director Stock Incentive Plan, attached as Exhibit 10.3 to the Company’s Registration Statement on Form S-11 (Registration No. 33-76578), which became effective on June 6, 1994, and incorporated herein by reference.* |
|
— |
|
|
|
|
|
|
|
10.9 |
|
Form of Indemnification Agreement between Essex and its directors and officers, attached as Exhibit 10.7 to the Company’s Registration Statement on Form S-11 (Registration No. 33-76578), which became effective on June 6, 1994, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.11 |
|
First Amendment to Investor Rights Agreement dated July 1, 1996 by and between George M. Marcus and The Marcus & Millichap Company, attached as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed August 13, 1996, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.12 |
|
Co-Brokerage Agreement by and among Essex, the Operating Partnership, MM REIBC and Essex Management Corporation attached as Exhibit 10.15 to the Company’s Registration Statement on Form S-11 (Registration No. 33-76578), which became effective on June 6, 1994, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.13 |
|
General Partnership Agreement of Essex Washington Interest Partners attached as Exhibit 10.16 to the Company’s Registration Statement on Form S-11 (Registration No.33-76578), which became effective on June 6, 1994, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.14 |
|
Form of Investor Rights Agreement between Essex and the Limited Partner of the Operating Partnership attached as Exhibit 10.26 to the Company’s Registration Statement on Form S-11 (Registration No. 33-76578), which became effective on June 6, 1994, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.15 |
|
Phantom Stock Unit Agreement for Mr. Guericke, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, and incorporated herein by reference. (Same form was used for subsequent phantom stock agreements.)* |
|
— |
|
|
|
|
|
|
|
10.16 |
|
Phantom Stock Unit Agreement for Mr. Schall, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, and incorporated herein by reference. (Same form was used for subsequent phantom stock agreements.)* |
|
— |
|
|
|
|
|
|
|
10.17 |
|
Replacement Promissory Note (April 15, 1996) and Pledge Agreement for Mr. Guericke, attached as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, and incorporated herein by reference.* |
|
— |
|
|
|
|
|
|
|
10.25 |
|
Promissory Note (December 31, 1996) and Pledge Agreement for Mr. Guericke, attached as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, and incorporated herein by reference. (Same form of Promissory Note and Pledge Agreement used for subsequent loans.)* |
|
— |
|
|
|
|
|
|
|
10.19 |
|
Replacement Promissory Note (April 30, 1996) and Pledge Agreement for Mr. Schall, attached as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, and incorporated herein by reference.* |
|
— |
|
|
|
|
|
|
|
10.20 |
|
Promissory Note (December 31, 1996) and Pledge Agreement for Mr. Schall, attached as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, and incorporated herein by reference. (Same form of Promissory Note and Pledge Agreement used for subsequent loans.)* |
|
— |
|
|
|
|
|
|
|
10.21 |
|
First Amended and Restated Agreement of Limited Partnership of Western Highridge I Investors, effective as of May 13, 1997, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, and incorporated herein by reference. |
|
— |
|
|
|
|
|
|
|
10.22 |
|
Registration Rights Agreement, effective as of May 13, 1997, by and between the Company and the limited partners of Western-Highridge I Investors, Irvington Square Associates, Western-Palo Alto II Investors, Western Riviera Investors, and Western-San Jose III Investors, attached as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, and incorporated herein by reference. |
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10.23 |
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$100,000,000 Promissory Note between Essex Portfolio, L.P., and Essex Morgan Funding Corporation, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, and incorporated herein by reference. |
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10.24 |
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Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated as of June 28, 2001, attached as Exhibit 10.1 to the Company’s 10-Q for the quarter ended June 30, 2001 and incorporated herein by reference.* |
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10.25 |
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Executive Severance Plan attached as Exhibit 10.31 to the Company’s Form 10-K for the year ended December 31, 2001 and incorporated herein by reference. |
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10.26 |
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Registration Rights Agreement by and among Essex and the Sachs shareholders, dated December 17, 2002, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 23, 2002, and incorporated herein by reference. |
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10.27 |
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Agreement between Essex Property Trust, Inc. and George M. Marcus dated March 27, 2003 attached as Exhibit 10.32 to the Company’s Form 10-K for the year ended December 31, 2002 and incorporated herein by reference. |
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10.28 |
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Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated as of June 26, 2003, attached as Exhibit 10.1 to the Company’s 10-Q for the quarter ended June 30, 2003 and incorporated herein by reference.* |
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10.29 |
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Series F Cumulative Redeemable Preferred Stock Purchase Agreement, dated September 25, 2003, by and between Essex Property Trust, Inc. and Lend Lease Rosen Real Estate Securities, LLC, attached as Exhibit 10.1 to the Company’s Form 8-K, dated September 19, 2003 and incorporated herein by reference. |
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10.30 |
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Eighth Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated as of September 23, 2003, attached as Exhibit 10.2 to the Company’s 10-Q for the quarter ended September 30, 2003 and incorporated herein by reference. |
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10.31 |
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Ninth Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated as of January 8, 2004, attached as Exhibit 10.36 to the Company’s 10-K for the year ended December 31, 2003, and incorporated herein by reference. |
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10.32 |
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Tenth Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated as of January 8, 2004, attached as Exhibit 10.37 to the Company’s 10-K for the year ended December 31, 2003, and incorporated herein by reference. |
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10.33 |
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Eleventh Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated as of March 29, 2004, attached as Exhibit 10.1 to the Company’s 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference. * |
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10.34 |
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Third Amended and Restated Revolving Credit Agreement, dated April 30, 2004, among Essex Portfolio L.P., Bank of America and other lenders as specified therein, attached as Exhibit 10.2 to the Company’s 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference. |
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10.35 |
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Essex Property Trust, Inc. 2004 Stock Incentive Plan, attached as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference. * |
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12.1 |
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Schedule of Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. |
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21.1 |
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List of Subsidiaries of Essex Property Trust, Inc. |
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23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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31.1 |
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Certification of Keith R. Guericke, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of Michael J. Schall, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Certification of Keith R. Guericke, Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
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Certification of Michael J. Schall, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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* Management contract or compensatory plan or arrangement. |
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(1) Incorporated by reference to the identically numbered exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996. |
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(2) Incorporated by reference to the identically numbered exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998. |