Exhibit 99.1
ESSEX PORTFOLIO, L.P.
Consolidated Financial Statements and Financial Statement Schedule
December 31, 2001 and 2000
(With Independent Auditors' Report Thereon)
Independent Auditors' Report
The General Partners
Essex Portfolio, L.P.:
We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries as of December 31, 2001 and 2000, 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, 2001. In connection with our audits of the consolidated financial statements, we have also audited the related financial statement schedule of Real Estate and Accumulated Depreciation as of December 31, 2001. These consolidated financial statements and the financial statement schedule are the responsibility of the management of Essex Portfolio, L.P. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
San Francisco, CaliforniaESSEX PORTFOLIO, L.P.
Consolidated Balance Sheets
December 31, 2001 and 2000
(Dollars in thousands)
2001 2000
----------- -----------
ASSETS
------
Real estate:
Rental properties:
Land and land improvements $ 291,913 $ 289,796
Buildings and improvements 883,287 866,612
----------- -----------
1,175,200 1,156,408
Less accumulated depreciation (156,269) (119,499)
----------- -----------
1,018,931 1,036,909
Investments 95,460 65,703
Real estate under development 93,256 38,231
----------- -----------
1,207,647 1,140,843
Cash and cash equivalents--unrestricted 6,440 6,600
Cash and cash equivalents--restricted cash 17,163 18,965
Notes receivable from investees and other related parties 56,014 77,081
Notes and other receivables 29,771 24,062
Prepaid expenses and other assets 6,699 7,654
Deferred charges, net 5,724 6,644
----------- -----------
Total assets $ 1,329,458 $ 1,281,849
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Mortgage notes payable $ 564,201 $ 502,066
Lines of credit 74,459 93,469
Accounts payable and accrued liabilities 29,577 30,430
Dividends payable 16,559 14,538
Other liabilities 6,583 6,539
Deferred gain -- 5,002
----------- -----------
Total liabilities 691,379 652,044
Minority interests 6,352 364
Partners' capital:
General partner:
Common equity 386,599 391,675
Preferred equity -- --
----------- -----------
386,599 391,675
----------- -----------
Limited partners:
Common equity 40,638 33,276
Preferred equity 204,490 204,490
----------- -----------
245,128 237,766
----------- -----------
Total partners' capital 631,727 629,441
----------- -----------
Commitments and contingencies
Total liabilities and partners' capital $ 1,329,458 $ 1,281,849
=========== ===========
See accompanying notes to consolidated financial statements.
F-2
ESSEX PORTFOLIO, L.P.
Consolidated Statements of Operations -- Years ended December 31, 2001, 2000 and 1999
(Dollars in thousands, except per unit amounts)
2001 2000 1999
----------- ----------- -----------
Revenues:
Rental $ 175,894 $ 161,097 $ 135,476
Other property 5,493 4,790 3,136
----------- ----------- -----------
Total property 181,387 165,887 138,612
Interest and other 22,152 10,969 5,618
----------- ----------- -----------
Total revenues 203,539 176,856 144,230
----------- ----------- -----------
Expenses:
Property operating expenses
Maintenance and repairs 12,442 9,966 9,086
Real estate taxes 12,151 11,211 10,147
Utilities 8,620 8,209 8,366
Administrative 15,087 13,546 10,431
Advertising 2,841 2,187 2,162
Insurance 1,136 972 898
Depreciation and amortization 35,915 30,442 25,862
----------- ----------- -----------
88,192 76,533 66,952
Interest 38,746 30,044 20,970
Amortization of deferred financing costs 657 639 566
General and administrative 7,498 6,062 4,263
----------- ----------- -----------
Total expenses 135,093 113,278 92,751
----------- ----------- -----------
Income from continuing operations before gain
on the sales of real estate, minority interests,
discontinued operations and extraordinary item 68,446 63,578 51,479
Gain on the sales of real estate 3,788 4,022 9,524
Minority interests (196) (372) (549)
----------- ----------- -----------
Income from continuing operations 72,038 67,228 60,454
Discontinued operations - income from real estate sold 710 622 613
----------- ----------- -----------
Income from continuing operations 72,748 67,850 61,067
Extraordinary loss on early extinguishment of debt -- (119) (214)
----------- ----------- -----------
Net income 72,748 67,731 60,853
Dividends on preferred units - general partner -- (245) (1,333)
Dividends on preferred units - limited partner (18,319) (18,319) (12,238)
----------- ----------- -----------
Net income available to common units $ 54,429 $ 49,167 $ 47,282
=========== =========== ===========
Per Operating Partnership common unit data:
Basic:
Income from continuing operations available to common units $ 2.60 $ 2.40 $ 2.40
Income from discontinued operations 0.03 0.03 0.03
Extraordinary item - debt extinguishment -- (0.01) (0.01)
----------- ----------- -----------
Net income $ 2.63 $ 2.42 $ 2.42
=========== =========== ===========
Weighted average number of partnership units
outstanding during the period 20,688,246 20,308,264 19,543,341
=========== =========== ===========
Diluted:
Income from continuing operations available to common units $ 2.56 $ 2.36 $ 2.35
Income from discontinued operations 0.03 0.03 0.03
Extraordinary item - debt extinguishment -- (0.01) (0.01)
----------- ----------- -----------
Net income $ 2.59 $ 2.38 $ 2.37
=========== =========== ===========
Weighted average number of partnership units
outstanding during the period 21,004,707 20,731,148 20,513,398
=========== =========== ===========
Distributions per Operating Partnership common unit $ 2.80 $ 2.38 $ 2.15
=========== =========== ===========
See accompanying notes to the consolidated financial statements.
F-3
ESSEX PORTFOLIO, L.P.
Consolidated Statements of Partners' Capital
Years ended December 31, 2001, 2000 and 1999
(Dollars and units in thousands)
General Partner Limited Partners
------------------------------- -------------------------------
Preferred Preferred
Common Equity Equity Common Equity Equity
-------------------- --------- -------------------- ---------
Units Amount Amount Units Amount Amount Total
--------- --------- --------- --------- --------- --------- ---------
Balances at December 31, 1998 16,641 $ 352,295 $ 37,505 1,873 $ 25,331 $ 102,150 $ 517,281
Contribution-net proceeds
from preferred units -- -- -- -- -- 102,340 102,340
Contribution-net proceeds
from options exercised 53 930 -- -- -- -- 930
Shares purchased from conversion
of Convertible Preferred stock 1,618 33,191 (33,191) -- -- -- --
Redemption of limited partner
common units -- -- -- (65) (2,101) -- (2,101)
Issuance of limited partner
common units -- -- -- 274 7,469 -- 7,469
Common units purchased by
Operating Partnership (262) (7,119) -- -- -- -- (7,119)
Net income -- 42,231 1,333 -- 5,051 12,238 60,853
Partners' distributions -- (38,149) (1,333) -- (4,330) (12,238) (56,050)
--------- --------- --------- --------- --------- --------- ---------
Balances at December 31, 1999 18,050 383,379 4,314 2,082 31,420 204,490 623,603
Contribution-net proceeds
from options exercised 156 3,344 -- -- -- -- 3,344
Common units issued from conversi
of Convertible Preferred stock 211 4,314 (4,314) -- -- -- --
Redemption of limited partner
common units -- -- -- (12) (555) -- (555)
Issuance of limited partner
common units -- -- -- 59 2,365 -- 2,365
Net income -- 44,105 245 -- 5,062 18,319 67,731
Partners' distributions -- (43,467) (245) -- (5,016) (18,319) (67,047)
--------- --------- --------- --------- --------- --------- ---------
Balances at December 31, 2000 18,417 $ 391,675 $ -- 2,129 $ 33,276 $ 204,490 $ 629,441
Contribution-net proceeds
from options exercised 112 2,906 -- -- -- -- 2,906
Common units purchased by
Operating Partnership (101) (4,822) -- -- -- -- (4,822)
Redemption of limited partner
common units -- -- -- (52) (2,652) -- (2,652)
Issuance of limited partner
common units -- -- -- 209 10,381 -- 10,381
Net income -- 48,545 -- -- 5,884 18,319 72,748
Partners' distributions -- (51,705) -- -- (6,251) (18,319) (76,275)
--------- --------- --------- --------- --------- --------- ---------
Balances at December 31, 2001 18,428 $ 386,599 $ -- 2,286 $ 40,638 $ 204,490 $ 631,727
========= ========= ========= ========= ========= ========= =========
See accompanying notes to the consolidated unaudited financial statements.
F-4
ESSEX PORTFOLIO, L.P.
Consolidated Statements of Cash Flows
Years ended December 31, 2001, 2000 and 1999
(Dollars in thousands)
2001 2000 1999
--------- --------- ---------
Cash flows from operating activities:
Net income $ 72,748 $ 67,731 $ 60,853
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interests 196 372 549
Gain on the sales of real estate (3,788) (4,022) (9,524)
Equity in income of limited partnerships (3,854) (1,333) (1,389)
Loss on early extinguishment of debt -- 119 214
Depreciation and amortization 36,295 30,765 26,150
Amortization of deferred financing costs 657 639 566
Changes in operating assets and liabilities:
Other receivables -- (944) 621
Prepaid expenses and other assets 955 (4,159) (393)
Accounts payable and accrued liabilities (4,382) 2,051 5,626
Other liabilities 44 945 293
--------- --------- ---------
Net cash provided by operating
activities 98,871 92,164 83,566
--------- --------- ---------
Cash flows from investing activities:
Additions to rental properties (22,168) (73,929) (88,305)
Dispositions of rental properties -- 31,302 63,421
Contribution of real estate to corporate
investee 21,005 -- --
Decrease/(increase) in restricted cash 1,802 (1,749) (1,684)
Additions to related party notes and
other receivables (42,766) (87,517) (6,084)
Repayments of related party notes and
other receivables 56,640 3,514 16,504
Net contributions (to) from investments in
corporations and limited partnerships (25,352) (9,609) (30,025)
Additions to real estate under development (52,969) (43,612) (74,608)
--------- --------- ---------
Net cash used in investing activities (63,808) (181,600) (120,781)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from mortgage and other notes payable
and lines of credit 252,153 351,194 241,150
Repayment of mortgage and other notes payable
and lines of credit (215,172) (203,004) (229,771)
Additions to deferred charges (43) (1,680) (1,253)
Net proceeds from preferred unit sales -- -- 102,340
Repayment of offering related costs -- -- (93)
Contributions from stock options exercised and
shares issued through dividend
reinvestment plan - general partner 2,906 3,344 930
General partner shares purchased by limited partner (4,822) -- (7,119)
Redemption of limited partner units (2,650) (555) (2,100)
Distributions to limited partners and minority intere 6,660 -- --
Distributions to general partner (24,268) (23,187) (18,435)
Dividends paid (49,987) (42,424) (38,634)
--------- --------- ---------
Net cash used in financing activities (35,223) 83,688 47,015
--------- --------- ---------
Net (decrease) increase in cash and cash
equivalents (160) (5,748) 9,800
Cash and cash equivalents at beginning of year 6,600 12,348 2,548
--------- --------- ---------
Cash and cash equivalents at end of year $ 6,440 $ 6,600 $ 12,348
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest, net of $3,917, $2,906
and $5,172 capitalized in 2001, 2000 and
1999, respectively $ 34,895 $ 25,528 $ 15,860
========= ========= =========
Supplemental disclosure of noncash investing and
financing activities:
Real estate under development transferred to
rental properties $ -- $ 120,183 $ 21,700
========= ========= =========
Mortgage notes payable assumed in connection
with the purchase of real estate $ 6,144 $ 63,209 $ 15,800
========= ========= =========
Issuance of Operating Partnership units in
connection with the purchase of real estate $ 10,381 $ 2,365 $ 7,469
========= ========= =========
Consolidation of previously unconsolidated
investment $ 8,087 $ 2,771 $ 32,452
========= ========= =========
Exchange of real estate under development for
notes receivable $ -- $ 5,613 $ --
========= ========= =========
Exchange of notes receivable for investment $ 8,347 $ 9,540 $ --
========= ========= =========
Exchange of investment for note receivable
from investee $ 1,929 $ -- $ --
========= ========= =========
Contribution of real estate in exchange for
notes receivable and investments $ 22,463 $ -- $ --
========= ========= =========
See accompanying notes to consolidated financial statements.
F-5
(1) Organization and Basis of Presentation
Essex Portfolio, L.P. (the Operating Partnership) was formed in March 1994 and commenced operations on June 13, 1994, when Essex Property Trust, Inc. (the Company), the general partner in the Operating Partnership (the General Partner), completed its initial public offering (the Offering) in which it issued 6,275,000 shares of common stock at $19.50 per share. The net proceeds of the Offering of $112,070 were used by the General Partner to acquire a 77.2% interest in the Operating Partnership. The Operating Partnership holds the assets and liabilities and conducts the operating activities of the Company. The Company has elected to be treated as a real estate investment trust (REIT) under the Internal Revenue Code of 1986 (the Code), as amended.
The limited partners own an aggregate 11.0% interest in the Operating Partnership as of December 31, 2001. The limited partners may convert their interests into shares of common stock of the Company or cash (based upon the trading price of the common stock at the conversion date). The Company has reserved 2,286,082 shares of common stock for such conversions. These conversion rights may be exercised by the limited partners at any time through 2024.
The consolidated financial statements include the financial statements of Essex Portfolio, L.P. and the financial statements of certain limited partnerships which own multifamily properties in which the Operating Partnership has a controlling financial interest. Such limited partnerships are managed by the Operating Partnership and are controlled by the Operating Partnership as the majority limited partner pursuant to the terms of the respective partnership agreement. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
The Operating Partnership operates and has ownership interests in 92 multifamily properties (containing 20,762 units) and two office buildings (with approximately 56,300 square feet) (collectively, the Properties). The Properties are located in Northern California (the San Francisco Bay Area), Southern California (Los Angeles, Ventura, Orange and San Diego counties), and the Pacific Northwest (Seattle, Washington and Portland, Oregon metropolitan areas).
All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
(2) Summary of Significant Accounting Policies
(a) Critical Accounting Policies and Estimates
In response to the SEC's Release Number 33-8040, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies," the Operating Partnership identifies the following critical accounting areas that affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. The related accounting policies are included in this and other notes to the consolidated financial statements and, as appropriate, in Management's Discussion and Analysis of Financial Condition and Results of Operations.
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 and its investments in and advances to joint ventures and affiliates. 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 estimates and those estimates could be different under different assumptions or conditions.
(b) Real Estate Rental Properties
Rental properties are recorded at cost less accumulated depreciation. Depreciation on rental properties has 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 period, and certain operating expenses prior to property stabilization.
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.
Certain rental properties are pledged as collateral for the related mortgage notes payable.
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 will be 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.
When the Operating Partnershipdetermines that a property is held for sale, it discontinues the periodic depreciation of that property. Assets held for sale are reported at the lower of the carrying amount or estimated fair value less costs to sell.
(c) Investments and Joint Ventures
The Operating Partnership consolidates or accounts for its investments in joint ventures and affiliates under the equity method of accounting based on the percentage of ownership and control it exercises through its ownership interests in those entities. Under the equity method of accounting, the investment is carried at cost of acquisition, plus the Operating Partnership's equity in undistributed earnings or losses since acquisition.
(d) Revenues and Gains on Sale of Real Estate
Rental revenue is reported on the accrual basis of accounting.
Rental revenues of the Operating Partnership include revenues received from its wholly and majority-owned apartment properties, which are rented under short-term leases (generally, lease terms of 6 to 12 months).
The Operating Partnership recognizes gains on sales of real estate when a contract is in place, a closing has taken place, the buyer's 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.
(e) 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) 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. Prior to January 1, 2001, amounts paid in connection with such contracts were capitalized and amortized over the term of the contract or related debt. If the original contract was terminated, the gain or loss on termination was deferred and amortized over the remaining term of the contract. If the related debt was repaid, the unamortized portion of the deferred amount was charged to income or the contract was marked to market, as appropriate.
The Operating Partnership adopted SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" effective January 1, 2001. Under the SFAS 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.
(g) 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.
(h) Interest
The Operating Partnership capitalized $3,917, $2,906 and $5,172 of interest related to the development of real estate during 2001, 2000 and 1999, respectively.
(i) Cash Equivalents and Restricted Cash
Highly liquid investments with 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 tax exempt variable rate bond financings and a guarantee the Operating Partnership has made on a first mortgage loan held by one of its joint venture partnerships.
(j) Accounting Pronouncements
In July 2001, the FASB issued Statement No. 141, "Business Combinations," and Statement No. 142, "Goodwill and Other Intangible Assets." Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and also specifies the criteria that intangible assets acquired in a business combination must meet in order to be recognized and reported apart from goodwill. Statement 142 eliminates the requirement to amortize goodwill and intangible assets with indefinite useful lives, but instead requires testing of these assets for impairment at least annually. Statement 142 also requires that intangible with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values. The Operating Partnership does not expect the adoption of Statements 141 and 142 to have a material effect on the financial statements.
The Company adopted Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("SFAS 144"), on January 1, 2002. SFAS 144 requires the Company to report in discontinued operations the results of operations of a property which has either been disposed or is classified as held for sale, unless certain conditions are met.
During the nine month period ended September 30, 2002, the Company sold one property owned by the Company and not classified as an asset held for sale as of December 31, 2001. The results of operations from such property have been reclassified as income from discontinued operations for the years ended December 31, 2001, 2000 and 1999 in the accompanying consolidated statements of operations. The effect of the adoption of SFAS 144 resulted in income of $710,000, $622,000 and $613,000 being classified as income from discontinued operations for the years ended December 31, 2001, 2000 and 1999, respectively.
(3) Real Estate
(a) Rental Properties
Rental properties consist of multifamily properties with a net book value of $1,009,556 and office buildings with a net book value of $9,375.
As of December 31, 2001, Moanalua Hillside Apartments, a property purchased by the Operating Partnership's taxable REIT subsidiary, Essex Fidelity I Corp (EFC) (an entity accounted for as an investment on the equity method of accounting) is considered held for sale. The property was purchased in June 2001 for a contract price of $42,200. The property is located in Honolulu, Hawaii, which is not within the Operating Partnership's geographic focus and the Operating Partnership is actively involved in reselling this property to various unrelated third parties. In the opinion of management, the amount realized will be equal or greater than the carrying value. In accordance with the FAS 121, no depreciation has been recorded on this property during the year ended December 31, 2001.
The properties are located in California, Washington, and Oregon. 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, 2001, 2000, and 1999, gain on the sales of real estate was $3,788, $4,022, and $9,524, respectively. The Operating Partnership utilized Internal Revenue Code section 1031 to defer the majority of the taxable gains resulting from these sales.
For the years ended December 31, 2001, 2000, and 1999, depreciation expense on real estate was $36,295, $30,765, and $26,150, respectively.
(b) 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.
Essex Apartment Value Fund, L.P. (the "Fund"), is an investment fund managed by the Operating Partnership and will be, subject to specific exceptions, the Operating Partnership's exclusive investment vehicle for new investments until the Fund's committed capital has been invested or committed for investments, or if earlier, December 31, 2003. As of the year end, the Fund has total capital commitments of $157 million. On February 15, 2002 the Fund completed its equity raising effort with a total of $250 million in capital commitments. The Fund is expected to utilize leverage of approximately 65% of the value of the underlying real estate portfolio. The Operating Partnership is committed to invest 21.4% of the aggregate capital committed to the Fund. In addition, Essex will be compensated by the Fund for its asset management, property management, development and redevelopment services and may receive incentive distributions if the Fund exceeds certain financial return benchmarks.
The current portfolio of stabilized properties of the Fund is set forth below:
|
| Fixed | Loan | ||
Loan Amount | Interest | Maturity | |||
Property Name | Location | Units | ($ in millions) | Rate | Date |
Rosebeach Apartments | LaMirada, CA | 174 | $8.5 | 7.09% | Feb-11 |
Foxborough Homes | Orange, CA | 90 | 5.0 | 7.84% | Jul-09 |
Vista del Rey | Tustin, CA | 116 | 8.0 | 6.95% | Feb-11 |
The Crest at Phillips Ranch | Pomona, CA | 501 | 36.1 | 7.99% | Jul-05 |
Andover Park Apartments | Beaverton, OR | 240 | 12.5 | 6.66% | Oct-11 |
Hunt Club | Lake Oswego, OR | 256 | 11.8 | 7.05% | Feb-11 |
Marbrisas | Chula Vista, CA | 500 | 39.9 | 7.99% | Jul-05 |
Total |
| 1,877 | $121.8 |
|
|
In December 2001, the Fund obtained an unsecured line of credit for an aggregate amount of $50 million. The line matures in June 2002 but may be extended at the Fund's option to September 2002. The line bears interest at LIBOR plus 0.875%. As of December 31, 2001, the line had an outstanding balance of $46.2 million.
In addition to distributions with respect to its pro-rata share of the Fund's Limited Partnership Interest invested capital, VFGP (1) will receive special priority distributions from the Fund in the annual amount of 1% of the Fund's unreformed third party capital, payable quarterly for managing the Fund's operations, and (2) may receive over the life of the Fund incentive distributions up to 20% of the cumulative net profits on the Fund's investments, if the Fund exceeds certain financial return benchmarks, including a minimum 10% compounded annual return on the Limited Partner's total capital contributions. VFGP will also be paid fees consistent with industry standards for its property management, development and redevelopment services with respect to the Fund's investments. VFGP will not receive transaction fees, such as acquisition, disposition, and financing or similar fees, in connection with the operation of the Fund.
Subject to specific exceptions, the Fund will generally be the Operating Partnership's exclusive investment vehicle for new investments until the earlier of (i) the date at least 90% of the Fund's aggregate capital commitments have been invested or committed or reserved for investments or (ii) December 31, 2003. The exceptions are: (1) properties acquired to complete transactions intended to qualify for non-recognition under Section 1031 of the Internal Revenue Code, (2) transactions involving properties with 75 units or less, (3) transactions which require equity securities of the Operating Partnership, including convertible or exchangeable securities, with a value of at least $750,000, (4) follow-on investments and re-building of properties which have been destroyed or damaged, (5) land leases with remaining terms of less than 35 years; and (6) other transactions which are prohibited from being consummated on behalf of the Fund due to express restrictions or diversification limitations. The Operating Partnership is not prohibited from utilizing its development and redevelopment capabilities to improve properties that it currently owns or acquires pursuant to the preceding exceptions.
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 and incentive payments based on the financial success of the joint ventures.
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 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. Tierra Vista completed construction and reached stabilized operations in 2001. 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.
The Operating Partnership holds limited partnership interests in 17 partnerships which collectively own ten multifamily properties, comprised of 1,831 units (Down REIT entities). These investments were made under arrangements whereby Essex Management Corporation (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 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 unit per share basis. Redemption 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 Operating Partnership has investments in two taxable REIT subsidiaries, EMC and EFC. The Operating Partnership has a 99% economic interest in these entities through its ownership of nonvoting preferred stock. Executives of the Operating Partnership have a 1% economic interest through ownership of 100% of the common stock and for the years ended December 31, 2001, 2000 and 1999 did not receive any form of compensation from this ownership interest. These entities were formed for the purpose of acquiring, developing and managing real property and are accounted for on the equity method of accounting. As of December 31, 2001, EFC owns one multifamily property, one property under development and an investment in Internet Realty Partners. The investments were made using proceeds from loans made by the Operating Partnership. At December 31, 2001, EFC's total assets and equity were $61,049 and $8,926, respectively.
2001 | 2000 | |||
Investments in joint ventures: | ||||
Direct and indirect LLC member interests of approximately 49.9% in Newport Beach North, LLC and Newport Beach South, LLC | $ | 31,214 | 31,201 | |
Limited partnership interest of 30.8% and general partner interest of 1% in Essex Apartment Value Fund, L.P.(1) | 17,119 | - | ||
Limited partnership interest of 20% in AEW joint ventures | 10,729 | 10,585 | ||
Class A Member interest of 45% in Park Hill LLC | 5,754 | 5,753 | ||
Limited partnership interests of 49% in Parker Ranch | - | 6,000 | ||
Preferred limited partnership interests in Mountain Vista Apartments | 4,004 | 9,540 | ||
Limited partnership interest of 46% in Mt. Sutro Terrace Associates, L.P. | - | 2,048 | ||
Limited partnership interests of 1% to 30% in Down REIT entities | 16,610 | (1,926) | ||
85,430 | 63,201 | |||
Total equity method investments | ||||
Other investments | 10,030 | 2,502 | ||
Total investments | $ | 95,460 | 65,703 |
The combined summarized financial information of investments, which are accounted for under the equity method, are as follows:
December 31, | ||||
2001 | 2000 | |||
Balance sheets: | ||||
Real estate and real estate under development | $ | 682,310 | 376,261 | |
Other assets | 51,182 | 37,373 | ||
Total assets | $ | 733,492 | 413,634 | |
Mortgage notes payable | $ | 421,556 | 179,994 | |
Other liabilities | 113,357 | 29,926 | ||
Partners' equity | 198,579 | 203,714 | ||
Total liabilities and partners' equity | $ | 733,492 | 413,634 | |
Company's share of equity | $ | 95,460 | 65,703 | |
Years ended December 31, | ||||
2001 | 2000 | |||
Statements of operations: | ||||
Total revenue | $ | 70,414 | 39,097 | |
Total expenses | 60,289 | 34,502 | ||
Total net income | $ | 10,125 | 4,595 | |
Operating Partnership's share of net income | $ | 3,854 | 1,333 | |
(c) Real Estate Under Development
The Operating Partnership is developing five multifamily residential communities, with an aggregate of 1,274 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 and the total estimated cost for this projects are approximately $221.2 million. As of December 31, 2001, the remaining development commitment including those held in joint ventures is approximately $113.4 million.
(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, 2001 and 2000:
2001 | 2000 | |||
Notes receivable from joint venture investees: | ||||
Note receivable EFC, secured by Moanalua Hillside Apartment bearing interest at 7% due by December 2002 | $ | 34,000 | - | |
Notes receivable from VFGP L.P.s, secured, bearing interest at 9% - Prime + 3%, due 2001-2010 | - | 47,840 | ||
Note receivable from Highridge Apartments, secured, bearing interest at 9%, due March 2008 | - | 1,047 | ||
Note receivable from Highridge Apartments, secured, bearing interest at 10%, due on demand | 2,950 | 2,950 | ||
Notes receivable from EFC, secured, bearing interest at LIBOR + 2.5%, due 2004 | 13,305 | 5,613 | ||
Notes receivable from EFC, unsecured, bearing interest at 7.5%, due 2011 | 1,150 | - | ||
Receivable from Down REIT entities, noninterest bearing, due on demand | - | 8,281 | ||
Receivable from Newport Beach North LLC and Newport Beach South LLC, due on demand | 974 | 1,753 | ||
Receivable from City Heights LP, noninterest bearing, due on demand | - | 865 | ||
Other related party receivables: | ||||
Loans to officers, bearing interest at 8%, due April 2006 | 633 | 633 | ||
Other related party receivables, substantially all due on demand | 3,002 | 8,099 | ||
$ | 56,014 | 77,081 |
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 investees and other related parties and loans to officers, advances and accrued management fees from joint venture partnerships, and unreimbursed expenses due from EMC.
(5) Notes and Other Receivables
Notes and other receivables consist of the following as of December 31, 2001 and 2000:
2001 | 2000 | |||
Note receivable from Derian Ave, LLC, secured, bearing interest at 9.3%, due on demand | $ | 15,000 | 15,000 | |
Note receivable from DOIT City Heights Los Angeles L.P., secured, interest payable monthly at 9%, principal due December 2007 | 2,434 | 2,415 | ||
Note receivable from Derian Ave, LLC, secured, bearing interest at 15.0%, due on demand | 1,372 | 208 | ||
Other receivables | 10,965 | 6,439 | ||
$ | 29,771 | 24,062 |
(6) Related Party Transactions
The Operating Partnership provides some of its fee-based asset management and disposition services as well as third-party property management and leasing services through EMC. The Operating Partnership owns 100% of EMC's 19,000 shares of nonvoting preferred stock. Executives of the Operating Partnership own 100% of EMC's 1,000 shares of common stock. All general and administrative expenses of the Operating Partnership and EMC are initially borne by the Operating Partnership, with a portion subsequently allocated to EMC based on a business unit allocation methodology, formalized and approved by management and the Board of Directors. Expenses allocated to EMC for the years ended December 31, 2001, 2000, and 1999 totaled $2,635, $1,247, and $545, respectively, and are reflected as a reduction in general and administrative expenses in the accompanying consolidated statements of operations.
The Company's Chairman, George Marcus, is also the Chairman of the Marcus & Millichap Company (M&M), which is a real estate brokerage firm. During the years ended December 31, 2001, 2000, and 1999, the Operating Partnership paid brokerage commissions totaling $0, $289, and $105 to M&M 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. EMC is entitled to receive a percentage of M&M brokerage commissions on certain transactions in which the Operating Partnership is a party.
Interest and other income include interest income of $1,236, $1,863, and $705 for the years ended December 31, 2001, 2000, and 1999, respectively, which was earned principally on the notes receivable from related party partnerships in which the Operating Partnership owns an ownership interest (Joint Ventures). Interest and other income also include management fee income and investment income earned by the Operating Partnership from its Joint Ventures in which it has an ownership interest of $11,567, $1,955, and $561 for the years ended December 31, 2001, 2000, and 1999, respectively.
(7) Mortgage Notes Payable
Mortgage notes payable consist of the following as of December 31, 2001 and 2000:
2001 | 2000 | |||
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 | $ | 240,000 | 240,000 | |
Mortgage notes payable, secured by deeds of trust, bearing interest at rates ranging from 6.760% to 8.055%, principal and interest payments due monthly, and maturity dates ranging from February 2003 through July 2011 | 198,140 | 116,551 | ||
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 3.0% for December 2001 and 2000), plus 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 20% of the units are subject to tenant income qualification criteria. Principal balances are due in full at various maturity dates from July 2020 through October 2026. These bonds are subject to interest rate protection agreements through August 2003, limiting the interest rate with respect to such bonds to a maximum interest rate of 7.1% to 7.3% | 58,820 | 58,820 | ||
Mortgage notes payable, secured by deeds of trust, bearing interest at rates ranging from 7.00% to 8.78%, principal and interest payments due monthly, and maturity dates ranging from December 2002 through April 2005. Under certain conditions these loans can be converted to unsecured notes payable | 42,723 | 43,436 | ||
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, final principal payment of $14,800 due January 2026. Among the terms imposed on the property, which is security for the bonds, is that 20% of the units are subject to tenant income qualification criteria. The interest rate will be repriced in February 2008 at the then current tax-exempt bond rate | 16,493 | 16,770 | ||
Multifamily housing mortgage revenue bonds secured by deed of trust on rental property, bearing interest at 7.69%, principal and interest installments due monthly through June 2018. Among the terms imposed on the property, which is security for the bonds, is that 20% of the units are subject to tenant income qualifications criteria | 8,025 | 8,265 | ||
Construction note payable, secured by deed of trust, bearing interest at a variable rate of LIBOR + 1.75% (approximately 8.5% for December 2000), interest payments due monthly and maturing in May 2001 | - | 18,224 | ||
$ | 564,201 | 502,066 |
The aggregate scheduled maturities of mortgage notes payable are as follows:
2002 | $ | 12,422 |
2003 | 21,853 | |
2004 | 4,021 | |
2005 | 36,077 | |
2006 | 15,121 | |
Thereafter | 474,707 | |
$ | 564,201 |
In October 1997, the Operating Partnership entered into four forward treasury contracts for an aggregate notional amount of $60,000, locking the 10-year treasury rate at between 6.15% and 6.26%. These contracts were entered into to limit the interest rate exposure on identified future debt financing requirements relating to real estate under development and the refinancing of a $18,101 fixed rate loan. These contracts were settled by June 2000. During 2000, the four contracts were sold, resulting in a net realized gain of $1,384, which is being amortized over the related debt.
During the years ended December 31, 2001, 2000, and 1999, the Operating Partnership refinanced various mortgages and incurred a loss on the early extinguishment of debt of $0, $119, and $214 related to the write- off of the unamortized mortgage loan fees and prepayment penalties.
During transactions through 1999, the Operating Partnership purchased interest rate cap contracts in order to reduce the risks associated with increases in interest rates on its tax exempt variable rate demand bonds. The Operating Partnership has the right to receive cash if interest rates increase above a specified level. The purpose of the caps is to hedge the exposure to variability in expected future interest cash flows above a fixed interest rate, and, accordingly, they are accounted for as cash flow hedges under SFAS 133. The Operating Partnership determines the fair value of the caps and assesses the ineffectiveness of the hedge based on changes in the time value of the caps. As of January 1, 2001, there were no changes in the intrinsic value of the caps since the date the caps were purchased, and the changes in fair value of the caps is attributable entirely to changes in time value. The amortized cost of the cap contracts exceeded their fair value by approximately $450, which resulted in a transition adjustment (charge to earnings) of that amount in the quarter ended March 31, 2001.
(8) Lines of Credit
The Operating Partnership has two outstanding unsecured lines of credit for an aggregate amount $150,000. The first line, in the amount of $120,000, matures in May 2002, with an option to extend it for one year thereafter. Outstanding balances under this line of credit bear interest at a rate which uses a tiered rate structure tied to the Operating Partnership corporate ratings, if any, and leverage rating, which has been priced at LIBOR + 1.15% during 2001 and 2000. As of December 31, 2001 and 2000, the interest rate was approximately 3.0% and 7.9%, respectively. As of December 31, 2001 and 2000, the Operating Partnership had $44,459 and $86,469 outstanding on this line of credit, respectively. A second line of credit in the amount of $30,000 matures in September 2002, with an option to extend for one year thereafter. Outstanding balances, if any, on this second line bear interest based on a tiered-rate structure currently at LIBOR plus 1.175%. As of December 31, 2001 and 2000, the Operating Partnership had $30,000 and $7,000 outstanding on this line of credit, respectively. The Operating Partnership had no outstanding letters of credit as of December 31, 2001. As of December 31, 2001, the 30-day LIBOR rate was approximately 1.9%.
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.
(9) Equity Transactions
As of December 31, 2001 the Operating Partnership has the following cumulative redeemable preferred units outstanding.
Description | Issue Date | Units | Liquidation Preference |
7.875%Series B | February 1998 | 1,200,000 | $60,000 |
7.875%Series B | April 1998 | 400,000 | $20,000 |
9.125%Series C | November 1998 | 500,000 | $25,000 |
9.3% Series D | July 1999 | 2,000,000 | $50,000 |
9.25% Series E | September 1999 | 2,200,000 | $55,000 |
Dividends on the units are payable quarterly. The holders of the units do not have any voting rights. Holders of the units have the right to exchange their units on or after the tenth anniversary of the Issue Date for shares of the Operating Partnership's cumulative redeemable preferred stock at identical economic terms. The Operating Partnership has the right to redeem the units on the fifth anniversary after the issue date. These preferred units are included in minority interests in the accompanying consolidated balance sheet.
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 a specified "funds from operations" per share target for the prior year, up to a maximum conversion ratio of 1.0. 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.
During the year, the Operating Partnership's Board of Directors has authorized the Operating Partnership to purchase from time to time shares of the Company's Common Stock, in an amount up to $50 million, at a price not to exceed $48.00 per share in the open market or through negotiated or block transactions. The timing of the repurchase will depend on the market price and other market conditions and factors. Essex will use working capital or proceeds from the sale of properties to provide funds for this program. The purpose of the program is to acquire stock related to real estate transactions involving the issuance of partnership units in the Operating Partnership and similar interests. Such repurchased shares may be reissued in connection with the conversion of such partnership units, the exercise of stock options or other business transactions. This Program supersedes its common stock repurchase plan as announced on March 25, 1999. In October 2001, the Operating Partnership acquired 100,700 shares of the Company's outstanding Common Stock. The weighted average exercise price paid for the shares was $47.88. The amount paid for the shares has been reflected as a reduction of the common stock and additional- paid-in-capital in the Company's consolidated balance sheets for the year ended December 31, 2001.
Pursuant to existing shelf registration statements, the Company has the capacity to issue up to $342,000 of equity securities and the Operating Partnership has the capacity to issue up to $250,000 of debt securities.
(10) Per Share Data
Basic income per unit from continuing operations and diluted income per unit from continuing operations were calculated as follows for the years ended December 31:
2001 | 2000 | 1999 | ||||||||||||||||
Income | Weighted-average units | Per unit amount | Income | Weighted-average units | Per unit amount | Income | Weighted-average units | Per unit amount | ||||||||||
Income from continuing operations | $ | 72,038 | $ | 67,228 | $ | 60,454 | ||||||||||||
Less dividends on preferred units | (18,319) | (18,564) | (13,571) | |||||||||||||||
Basic: | ||||||||||||||||||
Income from continuing operations available to common units | 53,719 | 20,688 | $ | 2.60 | 48,664 | 20,308 | $ | 2.40 | 46,883 | 19,543 | $ | 2.40 | ||||||
Effect of Dilutive Securities: | ||||||||||||||||||
Convertible preferred units | - | - | 245 | 108 | 1,333 | 786 | ||||||||||||
Options (2) | - | 316 | - | 315 | - | 184 | ||||||||||||
Diluted: | ||||||||||||||||||
Income from continuing operations available to common units plus assumed conversions | $ | 53,719 | 21,004 | 2.56 | $ | 48,909 | 20,731 | $ | 2.36 | $ | 48,216 | 20,513 | $ | 2.35 | ||||
2001 | 2000 | 1999 | ||||
Number of options | 145 | 12 | 295 | |||
Range of exercise prices | $49.250 - 54.250 | $45.063 - 54.250 | $31.875 - 34.750 |
(11) 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 two commercial properties. 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.
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, 2001, 2000, and 1999:
Year ended December 31, | ||||||
2001 | 2000 | 1999 | ||||
Revenues: | ||||||
Northern California | $ | 65,812 | 57,998 | 48,740 | ||
Southern California | 70,466 | 66,362 | 56,556 | |||
Pacific Northwest | 45,109 | 41,527 | 33,316 | |||
Total segment revenues | 181,387 | 165,887 | 138,612 | |||
Interest and other income | 22,152 | 10,969 | 5,618 | |||
Total revenues | $ | 205,539 | 176,856 | 144,230 | ||
Net operating income: | ||||||
Northern California | $ | 49,956 | 44,960 | 35,962 | ||
Southern California | 48,264 | 45,883 | 38,923 | |||
Pacific Northwest | 30,890 | 28,953 | 22,284 | |||
Total segment net operating income | 129,110 | 119,796 | 97,169 | |||
Nonsegment net operating income | - | - | 353 | |||
Interest and other income | 22,152 | 10,969 | 5,618 | |||
Depreciation and amortization | (35,915) | (30,442) | (25,862) | |||
Interest | (38,746) | (30,044) | (20,970) | |||
Amortization of deferred financing costs | (657) | (639) | (566) | |||
General and administrative | (7,498) | (6,062) | (4,263) | |||
Income from continuing operations before gain on the sales of real estate, minority interests, discontinued operations and extraordinary item | $ | 68,446 | 63,578 | 51,479 | ||
Assets: | ||||||
Northern California | $ | 302,408 | 289,839 | 222,086 | ||
Southern California | 456,639 | 478,835 | 415,374 | |||
Pacific Northwest | 259,884 | 268,235 | 195,011 | |||
Net real estate assets | 1,018,931 | 1,036,909 | 832,471 | |||
Nonsegment assets | 310,527 | 244,940 | 229,842 | |||
Total assets | $ | 1,329,458 | 1,281,849 | 1,062,313 | ||
(12) Quarterly Results of Operations (Unaudited)
The following is a summary of quarterly results of operations for 2001 and 2000:
Quarter ended December 31 | Quarter ended September 30 | Quarter ended June 30 | Quarter ended March 31 | |||||
2001: | ||||||||
Total revenues before gain on the sales of real estate | $ | 52,185 | 51,236 | 50,518 | 49,600 | |||
Gain on the sales of real estate | $ | - | 3,788 | - | - | |||
Extraordinary item | $ | - | - | - | - | |||
Net income | $ | 17,027 | 21,311 | 17,515 | 16,895 | |||
Per unit data: | ||||||||
Net income: | ||||||||
Basic | $ | 0.60 | 0.81 | 0.62 | 0.60 | |||
Diluted | $ | 0.59 | 0.79 | 0.62 | 0.59 | |||
2000: | ||||||||
Total revenues before gain on the sales of real estate | $ | 48,955 | 46,884 | 41,939 | 39,078 | |||
Gain on the sales of real estate | $ | - | - | - | 4,022 | |||
Extraordinary item | $ | (119) | - | - | - | |||
Net income | $ | 16,825 | 15,924 | 16,038 | 18,944 | |||
Per unit data: | ||||||||
Net income: | ||||||||
Basic | $ | 0.60 | 0.56 | 0.56 | 0.70 | |||
Diluted | $ | 0.60 | 0.54 | 0.55 | 0.69 |
(13) 401(k) Plan
The Operating Partnership has a 401(k) pension 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 to a maximum of $.5 (per individual) per year. Operating Partnership contributions to the Plan were approximately $116, $98, and $58 for the years ended December 31, 2001, 2000, and 1999.
(14) Fair Value of Financial Instruments
Management believes that the carrying amounts of mortgage notes payable, lines of credit, notes and other related party receivables approximate fair value as of December 31, 2001 and 2000, because interest rates, yields and other terms for these instruments are consistent with yields currently available to the Operating Partnership for similar instruments. Management believes that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable, other liabilities and dividends payable approximate fair value as of December 31, 2001 and 2000 due to the short- term maturity of these instruments.
(15) Commitments and Contingencies
The Operating Partnership had no outstanding letters of credit relating to financing and development transactions as of December 31, 2001.
In conjunction with an acquisition of a property by the Operating Partnership in 2000, the Operating Partnership has committed to provide a loan of up to $4,400 subject to conditions. The commitment expires no later than February 2003.
Investments in real property create a potential for environmental liabilities on the part of the owner of such real property. The Operating Partnership carries limited insurance coverage for this type of environmental risk. The Operating Partnership has 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 and possibly 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. Based on the information contained in the environmental studies, the Operating Partnership believes that the costs, if any, it might bear as a result of environmental contamination or other conditions at these properties would not have a material adverse effect on the Operating Partnership's financial position, results of operations, or liquidity.
The Operating Partnership is involved in various lawsuits arising out of the ordinary course of business and certain other legal matters. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Operating Partnership's financial position, results of operations or liquidity.
In September 1999, the Operating Partnership formed a program in which directors and management of the Operating Partnership can participate indirectly in an investment in the Company's common stock. The participants have entered into a swap agreement with a securities broker whereby the securities broker has acquired, in open market transactions, 223,475 shares of the Company's common stock. The agreement terminates in five years at which time the settlement amount is determined by comparing the original purchase price of the stock plus interest at a rate of LIBOR plus 1.5% to the termination date market value of the shares and all dividends received during the investment period. In certain circumstances, the participants may be required to provide collateral to the securities broker. The Operating Partnership has guaranteed performance of the participants with respect to any obligations relating to the swap agreement. If the program was terminated effective December 31, 2001, there would have been no collateral requirement and no obligation under the participant performance guarantee. Through January 2002, the directors and management effected an early termination of the agreement with respect to 120,718 shares of the total 223,475 shares, realizing a gain of approximately $15 per share.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Real Estate and Accumulated Depreciation
December 31, 2001
(Dollars in thousands)
Initial cost
--------------------------- Costs
Buildings capitalized
and subsequent to
Property Units Location Encumbrance Land improvements acquisition
- ----------------------------------- ------------ ------------------- ----------- ------------ ------------ ------------
Encumbered multifamily properties
Summerhill Park 100 Sunnyvale, CA $ $ 2,654 $ 4,918 $ 642
Oak Pointe 390 Sunnyvale, CA 4,842 19,776 5,443
Summerhill Commons 184 Newark, CA 1,608 7,582 1,040
Pathways 296 Long Beach, CA 4,083 16,757 8,137
Stevenson Place (The Apple) 200 Fremont, CA 996 5,582 6,143
Foothill Commons 360 Bellevue, WA 2,435 9,821 3,032
Woodland Commons 236 Bellevue, WA 2,040 8,727 1,764
Palisades 192 Bellevue, WA 1,560 6,242 1,825
----------- ------------ ------------ ------------
100,000 20,218 79,405 28,026
----------- ------------ ------------ ------------
Wharfside Pointe 142 Seattle, WA 2,245 7,020 1,010
Emerald Ridge 180 Bellevue, WA 3,449 7,801 956
Sammamish View 153 Bellevue, WA 3,324 7,501 791
----------- ------------ ------------ ------------
18,487 9,018 22,322 2,757
----------- ------------ ------------ ------------
Brighton Ridge 264 Renton, WA 2,623 10,800 1,098
Landmark 285 Hillsboro, OR 3,655 14,200 1,061
Eastridge 188 San Ramon, CA 6,068 13,628 419
----------- ------------ ------------ ------------
26,781 12,346 38,628 2,578
----------- ------------ ------------ ------------
Fountain Court 320 Bellevue, WA 6,702 27,306 352
Hillcrest Park (Mirabella) 608 Newbury Park, CA 15,318 40,601 6,974
Hillsborough Park 235 La Habra, CA 6,291 15,455 85
----------- ------------ ------------ ------------
80,000 28,311 83,362 7,411
----------- ------------ ------------ ------------
The Shores 462 San Ramon, CA 12,105 18,252 15,036
Waterford 238 San Jose, CA 11,808 24,500 1,275
----------- ------------ ------------ ------------
60,000 23,913 42,752 16,311
----------- ------------ ------------ ------------
Bridle Trails 92 Kirkland, WA 4,098 1,500 5,930 235
Bunker Hill Towers 456 Los Angeles, CA 17,700 11,498 27,871 606
Camarillo Oaks 564 Camarillo, CA 27,445 10,953 25,254 3,919
Evergreen Heights 200 Kirkland, WA 8,506 3,566 13,395 672
Hampton Park (Columbus) 83 Glendale, CA 4,450 2,407 5,672 1,340
Hampton Place (Lorraine) 132 Glendale, CA 8,245 4,288 11,081 1,177
Huntington Breakers 342 Huntington Beach, CA 22,930 9,306 22,720 1,458
Inglenook Court 224 Bothell, WA 8,300 3,467 7,881 1,609
Jackson School Village 200 Hillsboro, OR 9,111 2,588 10,452 432
Maple Leaf 48 Seattle, WA 2,002 805 3,283 95
Mariners Place 105 Oxnard, CA 4,241 1,555 6,103 282
Meadowood 320 Simi Valley, CA 16,493 7,852 18,592 1,220
Monterra del Rey (Glenbrook) 84 Pasadena, CA 4,375 2,312 4,923 2,071
Monterra del Sol (Euclid) 85 Pasadena, CA 2,817 2,202 4,794 1,900
Mt. Sutro 99 San Francisco, CA 6,119 2,334 8,507 484
Spring Lake 69 Seattle, WA 2,193 838 3,399 110
Stonehedge Village 196 Bothell, WA 8,859 3,167 12,603 690
The Bluffs 224 San Diego, CA 13,268 3,405 7,743 336
The Carlyle 132 San Jose, CA 16,541 3,954 15,277 8,526
Treetops 172 Fremont, CA 9,800 3,520 8,182 1,141
Wandering Creek 156 Kent, WA 5,300 1,285 4,980 1,143
Wilshire Promenade 128 Fullerton, CA 7,435 3,118 7,385 685
Wimbledon Woods 560 Hayward, CA 55,650 9,883 37,670 1,929
Windsor Ridge 216 Sunnyvale, CA 13,055 4,017 10,315 835
----------- ------------ ------------ ------------
564,201 193,626 550,481 89,978
----------- ------------ ------------ ------------
Gross amount carried at close of period
------------------------------------------------ Depreciable
Land and Buildings and Accumulated Date of Date lives
Property improvements improvements Total(1) depreciation construction acquired (years)
- ----------------------------------- ------------ ------------------- ----------- ------------ ------------ ------------ -----------
Encumbered multifamily properties
Summerhill Park $ 2,655 $ 5,559 $ 8,214 $ 2,302 1988 09/88 3-40
Oak Pointe 4,845 25,216 30,061 13,089 1973 12/88 3-30
Summerhill Commons 1,523 8,707 10,230 3,643 1987 07/87 3-40
Pathways 6,236 22,741 28,977 7,235 1975 02/91 3-30
Stevenson Place (The Apple) 1,000 11,721 12,721 5,281 1971 04/82 3-30
Foothill Commons 2,438 12,850 15,288 6,581 1978 03/90 3-30
Woodland Commons 2,042 10,489 12,531 5,075 1978 03/90 3-30
Palisades 1,562 8,065 9,627 4,422 1969/1977 (2) 05/90 3-30
------------ ------------------- ----------- ------------
22,301 105,348 127,649 47,628
------------ ------------------- ----------- ------------
Wharfside Pointe 2,253 8,022 10,275 2,509 1990 06/94 3-30
Emerald Ridge 3,447 8,759 12,206 2,677 1987 11/94 3-30
Sammamish View 3,329 8,287 11,616 2,382 1986 11/94 3-30
------------ ------------------- ----------- ------------
9,029 25,068 34,097 7,568
------------ ------------------- ----------- ------------
Brighton Ridge 2,654 11,867 14,521 1,876 1986 12/96 3-30
Landmark 3,697 15,219 18,916 2,892 1990 08/96 3-30
Eastridge 6,089 14,026 20,115 2,585 1988 08/96 3-30
------------ ------------------- ----------- ------------
12,440 41,112 53,552 7,353
------------ ------------------- ----------- ------------
Fountain Court 6,977 27,383 34,360 1,631 2000 03/00 3-30
Hillcrest Park (Mirabella) 15,750 47,143 62,893 5,913 1973 03/98 3-30
Hillsborough Park 6,270 15,561 21,831 1,687 1999 09/99 3-30
------------ ------------------- ----------- ------------
28,997 90,087 119,084 9,231
------------ ------------------- ----------- ------------
The Shores 12,577 32,816 45,393 4,095 1988 01/97 3-30
Waterford 12,309 25,274 37,583 1,225 2000 06/00 3-30
------------ ------------------- ----------- ------------
24,886 58,090 82,976 5,320
------------ ------------------- ----------- ------------
Bridle Trails 1,530 6,135 7,665 924 1986 10/97 3-30
Bunker Hill Towers 11,635 28,340 39,975 3,813 1968 03/98 3-30
Camarillo Oaks 11,068 29,058 40,126 4,827 1985 07/96 3-30
Evergreen Heights 3,647 13,986 17,633 2,256 1990 06/97 3-30
Hampton Park (Columbus) 2,420 6,999 9,419 600 1974 06/99 3-30
Hampton Place (Lorraine) 4,302 12,244 16,546 1,060 1970 06/99 3-30
Huntington Breakers 9,312 24,172 33,484 3,579 1984 10/97 3-30
Inglenook Court 3,474 9,483 12,957 3,758 1985 10/94 3-30
Jackson School Village 2,697 10,775 13,472 453 1996 09/00 3-30
Maple Leaf 827 3,356 4,183 496 1986 10/97 3-30
Mariners Place 1,560 6,380 7,940 333 1987 05/00 3-30
Meadowood 7,897 19,767 27,664 3,719 1986 11/96 3-30
Monterra del Rey (Glenbrook) 2,430 6,876 9,306 573 1972 04/99 3-30
Monterra del Sol (Euclid) 2,382 6,514 8,896 546 1972 04/99 3-30
Mt. Sutro 2,750 8,575 11,325 667 1973 06/01 3-30
Spring Lake 859 3,488 4,347 506 1986 10/97 3-30
Stonehedge Village 3,198 13,262 16,460 1,267 1986 10/97 3-30
The Bluffs 3,439 8,045 11,484 1,264 1974 06/97 3-30
The Carlyle 5,784 21,973 27,757 823 2000 04/00 3-30
Treetops 3,578 9,265 12,843 2,066 1978 01/96 3-30
Wandering Creek 1,296 6,112 7,408 1,635 1986 11/95 3-30
Wilshire Promenade 3,140 8,048 11,188 1,500 1992 01/97 3-30
Wimbledon Woods 10,348 39,134 49,482 5,122 1975 03/98 3-30
Windsor Ridge 4,019 11,148 15,167 4,061 1989 03/89 3-40
------------ ------------------- ----------- ------------
201,245 632,840 834,085 122,948
------------ ------------------- ----------- ------------
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Real Estate and Accumulated Depreciation
December 31, 2001
(Dollars in thousands)
Initial cost
--------------------------- Costs
Buildings capitalized
and subsequent to
Property Units Location Encumbrance Land improvements acquisition
- ----------------------------------- ------------ ------------------- ----------- ------------ ------------ ------------
Unencumbered multifamily properties
Avondale at Warner Center 446 Woodland Hills, CA 10,536 24,522 2,278
Bristol Commons 188 Sunnyvale, CA 5,278 11,853 1,117
Castle Creek 216 Newcastle, WA 4,149 16,028 875
City Heights (3) 0 Los Angeles, CA 9,655 0 111
Fairway (4) 74 Newport Beach, CA 0 7,850 741
Foothill/Twincreeks 176 San Ramon, CA 5,875 13,992 1,117
Kings Road 196 Los Angeles, CA 4,023 9,527 521
Linden Square 183 Seattle, WA 4,374 11,588 226
Marina Cove (5) 292 Santa Clara, CA 5,320 16,431 2,128
Meadows @ Cascade 198 Vancouver, WA 2,261 9,070 1,026
Mirabella 188 Marina Del Rey, CA 6,180 26,673 157
Park Place/Windsor Court/Cochran 176 Los Angeles, CA 4,965 11,806 419
Plumtree 140 Santa Clara, CA 3,090 7,421 881
Salmon Run 132 Bothell, WA 3,717 11,483 187
Tara Village 168 Tarzana, CA 3,178 7,535 811
The Laurels 164 Mill Creek, WA 1,559 6,430 483
The Village 122 Oxnard, CA 2,349 5,579 2,715
Trabucco Villas 132 Lake Forest, CA 3,638 8,640 644
Villa Scandia 118 Ventura, CA 1,570 3,912 296
Village @ Cascade 192 Vancouver, WA 2,103 8,753 256
Monterra del Mar (Windsor Terrace) 123 Pasadena, CA 2,188 5,263 3,678
Vista Point (3)(6) 0 Anaheim, CA 0 0 6
------------ ----------- ------------ ------------ ------------
13,544 564,201 279,634 774,837 110,651
------------ ----------- ------------ ------------ ------------
Commercial properties
925 East Meadow (7) Palo Alto, CA 0 1,401 3,172 932
22120 Clarendon (8) Woodland Hills, CA 0 903 3,600 76
----------- ------------ ------------ ------------
Total multifamily and commercial
properties $ 564,201 $ 281,938 $ 781,609 $ 111,659
=========== ============ ============ ============
Gross amount carried at close of period
------------------------------------------------ Depreciable
Land and Buildings and Accumulated Date of Date lives
Property improvements improvements Total(1) depreciation construction acquired (years)
- ----------------------------------- ------------ ------------------- ----------- ------------ ------------ ------------ -----------
Unencumbered multifamily properties
Avondale at Warner Center $ 10,568 $ 26,768 $ 37,336 2,186 1989 01/97 3-30
Bristol Commons 5,284 12,964 18,248 2,157 1989 01/97 3-30
Castle Creek 4,830 16,222 21,052 1,816 1997 12/97 3-30
City Heights (3) 9,766 0 9,766 0 1968 12/00 --
Fairway (4) 9 8,582 8,591 775 1972 06/99 3-30
Foothill/Twincreeks 5,952 15,032 20,984 2,516 1985 02/97 3-30
Kings Road 4,030 10,041 14,071 1,617 1979 06/97 3-30
Linden Square 4,199 11,989 16,188 605 1994 06/00 3-30
Marina Cove (5) 5,322 18,557 23,879 5,745 1974 06/94 3-30
Meadows @ Cascade 2,334 10,023 12,357 1,508 1988 11/97 3-30
Mirabella 6,189 26,821 33,010 1,452 2000 05/00 3-30
Park Place/Windsor Court/Cochran 5,014 12,176 17,190 1,451 1988 08/97 3-30
Plumtree 3,091 8,301 11,392 2,507 1975 02/94 3-30
Salmon Run 3,784 11,603 15,387 448 2000 10/00 3-30
Tara Village 3,211 8,313 11,524 1,479 1972 01/97 3-30
The Laurels 1,595 6,877 8,472 1,163 1981 12/96 3-30
The Village 2,413 8,230 10,643 1,001 1974 07/97 3-30
Trabucco Villas 3,842 9,080 12,922 1,291 1985 10/97 3-30
Villa Scandia 1,612 4,166 5,778 740 1971 06/97 3-30
Village @ Cascade 2,151 8,961 11,112 1,267 1995 12/97 3-30
Monterra del Mar (Windsor Terrace) 2,730 8,399 11,129 909 1972 09/97 3-30
Vista Point (3)(6) 0 6 6 0 1968 07/85 --
------------ ------------------- ----------- ------------
289,171 875,951 1,165,122 155,581
------------ ------------------- ----------- ------------
Commercial properties
925 East Meadow (7) 1,771 3,734 5,505 588 1984 11/97 3-30
22120 Clarendon (8) 971 3,608 4,579 100 1982 03/01 3-30
------------ ------------------- ----------- ------------
Total multifamily and commercial
properties $ 291,913 $ 883,293 $ 1,175,206 $ 156,269
============ =================== =========== ============
(1) The aggregate cost for federal income tax purposes is $896,529,421.
(2) Phase I was built in 1969 and Phase II was built in 1977.
(3) The Company has a leasehold interest in this land and receives a land lease payment
over a 34-year-term.
(4) The land is leased pursuant to a ground lease expiring 2027.
(5) A portion of land is leased pursuant to a ground lease expiring in 2028.
(6) The Company'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.
(7) Total rentable square footage of 17,404.
(8) Total rentable square footage of 38,940.
A summary of activity for real estate and accumulated depreciation is as follows:
2001 2000 1999 2001 2000 1999
---------- ---------- ---------- --------- --------- ---------
Real estate: Accumulated depreciation:
Balance at beginning of year $1,156,408 $ 929,076 $ 889,964 Balance at beginning of year....... $ 119,499 $ 96,605 $ 77,789
Improvements................ 25,839 18,348 5,554 Dispositions....................... -- (7,871) (7,334)
Acquisition of real estate.. 15,904 238,938 193,634 Depreciation expense--Acquisitions. 758 2,626 1,377
Disposition of real estate.. (22,951) (29,954) (160,076) Depreciation expense............... 36,012 28,139 24,773
---------- ---------- ---------- --------- --------- ---------
Balance at end of year...... $1,175,200 $1,156,408 $ 929,076 Balance at end of year............... $ 156,269 $ 119,499 $ 96,605
========== ========== ========== ========= ========= =========