1
FORM 10Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 1-13106
ESSEX PROPERTY TRUST, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 77-0369576
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
777 CALIFORNIA AVENUE, PALO ALTO, CALIFORNIA 94304
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(415) 494-3700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED
TO FILE SUCH REPORT, AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS. YES X NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
6,275,000 SHARES OF COMMON STOCK,
$.0001 PAR VALUE AS OF MARCH 31, 1996
Exhibit Index on Page 15
Page 1 of 28
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INDEX
Exhibit
Number Description Page Number
- ------- ----------- -----------
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheet of Essex Property Trust, Inc. as of
March 31, 1996 and December 31, 1995 4
Condensed Consolidated Statement of Operations of Essex Property Trust, Inc.
for the three months ended March 31, 1996 and 1995 5
Condensed Consolidated Statement of Cash Flows of Essex Property Trust, Inc.
for the three months ended March 31, 1996 and 1995 6
Notes to Condensed Consolidated Financial Statements 7
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K 13
Signatures 14
Page 2 of 28
3
PART I
ITEM 1 FINANCIAL INFORMATION
"Essex" means Essex Property Trust, Inc., a real estate investment trust
incorporated in the State of Maryland, or where the context otherwise requires,
Essex Portfolio, L.P., a partnership in which Essex Property Trust, Inc.
is the sole general partner.
The information furnished in the accompanying condensed consolidated balance
sheet, condensed consolidated statement of operations and condensed consolidated
statement of cash flows of Essex reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the aforementioned
financial statements for the interim periods.
The accompanying unaudited financial statements should be read in conjunction
with the notes to such financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations.
Page 3 of 28
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ESSEX PROPERTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
March 31, December 31,
Assets 1996 1995
------ --------- ------------
Real estate:
Rental properties:
Land and land improvements $ 65,374 $ 61,738
Buildings and improvements 231,732 222,620
-------- --------
297,106 284,358
Less accumulated depreciation (42,456) (40,281)
-------- --------
254,650 244,077
Investments 8,581 8,656
-------- --------
263,231 252,733
Cash and cash equivalents 2,651 3,983
Notes and other related party receivables 6,289 4,780
Notes and other receivables 5,092 5,130
Prepaid expenses and other assets 1,567 1,944
Deferred charges, net 3,790 5,090
-------- --------
$282,620 $273,660
======== ========
Liabilities and Stockholders' Equity
Mortgage notes payable 152,358 136,061
Lines of credit 12,869 18,463
Accounts payable and accrued liabilities 4,727 2,964
Dividends payable 3,455 3,455
Other liabilities 1,662 1,565
-------- --------
Total liabilities 175,071 162,508
Minority interest 25,544 26,423
Stockholders' equity:
Common stock, $.0001 par value, 670,000,000 shares authorized,
6,275,000 shares issued and outstanding 1 1
Additional paid-in capital 112,070 112,070
Accumulated deficit (30,066) (27,342)
-------- --------
Total stockholders' equity 82,005 84,729
-------- --------
$282,620 $273,660
======== ========
See accompanying notes to the unaudited financial statements.
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ESSEX PROPERTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except shares per share amounts)
Three months ended
March 31, March 31,
1996 1995
----------- ----------
Revenues:
Rental $ 10,951 $ 10,307
Interest and other income 603 616
--------- ---------
11,554 10,923
--------- ---------
Expenses:
Property operating expenses:
Maintenance and repairs 1,007 985
Real estate taxes 886 849
Utilities 756 768
Administrative 656 675
Advertising 151 70
Insurance 146 136
Depreciation and amortization 2,190 1,980
--------- ---------
5,792 5,463
--------- ---------
Interest 2,901 2,720
Amortization of deferred financing costs 245 363
General and administrative 397 365
Loss from hedge termination 21 --
--------- ---------
Total expenses 9,356 8,911
--------- ---------
Income before minority interests and extraordinary
item 2,198 2,012
Minority interest (75) (525)
--------- ---------
Income before extraordinary item 2,123 1,487
Extraordinary item:
Loss on early extinguishment of debt (2,180) --
--------- ---------
Net income (loss) $ (57) $ 1,487
========= =========
Per share data:
Net income per share from operations before
extraordinary item $ .34 .24
Extraordinary item - debt extinguishment (.35) --
--------- ---------
Net income (loss) per share $ (.01) $ .24
========= =========
Weighted average number of shares outstanding
during the period 6,275,000 6,275,000
========= =========
See accompanying notes to the unaudited financial statements.
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ESSEX PROPERTY TRUST, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unadited)
(Dollars in Thousands)
Three months ended Three months ended
March 31, 1996 March 31, 1995
------------------ ------------------
Net cash flows from operating activities $ 5,695 $ 4,429
Cash flows from investing activities:
Additions to real estate investments (12,748) (541)
Investments in corporations and joint ventures 154 0
-------- -------
Net cash used in investing activities (12,594) (541)
Cash flows from financing activities:
Proceeds from mortgages, other notes payable
and lines of credit 45,271 880
Repayment of mortgages, other notes
payables and lines of credit (34,568) (1,559)
Additions to deferred charges (225) 0
Additions to notes and other related party
receivables/payables 2,166 574
Repayment of notes, other related party
receivables/payables (3,622) (785)
Distribution to partners/dividends to shareholders (3,455) (3,394)
-------- -------
Net cash provided by (used in) financing activities 5,567 (4,284)
-------- -------
Net decrease in cash and cash equivalents (1,332) (396)
Cash and cash equivalents at beginning of period 3,983 2,411
-------- -------
Cash and cash equivalents at end of period $ 2,651 $ 2,015
======== =======
Supplemental disclosure of cash flow
information
Cash paid for interest $ 2,910 $ 2,705
======== =======
Supplemental disclosure of non-cash investing
and financing activity
Mortgage note payable assumed in
connection with purchase of real estate
investment $ 0 $ 0
======== =======
Dividends declared and payable $ 3,455 $ 3,394
======== =======
See accompanying notes to the unaudited financial statements.
Page 6 of 28
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
(1) ORGANIZATION AND BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of Essex
Property Trust, Inc. (the "Company") are prepared in accordance with
generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q. In the opinion of management, all
adjustments necessary for a fair presentation of the financial position,
results of operations and cash flows for the periods presented have been
included and are normal and recurring in nature. These unaudited condensed
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements included in the Company's annual
report on Form 10-K for the year ended December 31, 1995.
The accompanying consolidated financial statements present the accounts of
Essex Property Trust, Inc., following certain reorganization transactions
in connection with the sale of 6,275,000 shares of common stock in an
initial public offering which closed on June 13, 1994 (the "Offering").
The consolidated financial statements for the three months ended March 31,
1996 and 1995 include the accounts of the Company and Essex Portfolio,
L.P. (the "Operating Partnership", which holds the operating assets of the
Company). The Company is the sole general partner in and owns 77.2% of the
Operating Partnership. The limited partners own an aggregate 22.8%
interest in the Operating Partnership.
All significant intercompany balances and transactions have been
eliminated in the consolidated financial statements.
(2) SIGNIFICANT TRANSACTIONS
The following significant transactions occurred during the quarter ended
March 31, 1996:
(A) Acquisitions
(I) On January 31, 1996, Essex acquired Treetops Apartments, a 172 unit
apartment community in Fremont, California for a contract price of
$10,725. Essex assumed the existing mortgage owed on the property
of approximately $7,266, which carries an 8.5% fixed interest rate
and is due in September, 1999. Built in 1978, Treetops has a heated
pool and spa, fitness center, and patios or balconies in individual
units.
(B) Debt related transactions
(I) On February 16, 1996, Essex refinanced a mortgage loan in the
approximate amount of $12,160 loan with a 7.1% 10 year fixed rate
loan in the amount of $14,475. In connection with the refinance
transaction, Essex has paid the lender a prepayment fee of $500
and, subject to final negotiations, could pay up to $400
additionally. Essex wrote off approximately $1,105 in deferred
financing costs.
(II)On February 21, 1996, Essex refinanced three variable rate loans
in the approximate balance of $18,960, with a $20,200, 7.5%, 7 year
fixed rate mortgage. Essex wrote off approximately $175 in deferred
financing costs in connection with this transaction.
(3) RELATED PARTY TRANSACTIONS
Effective June 13, 1994, all general and administrative expenses of the
Company and Essex Management Corporation ("EMC") are initially borne by the
Company, with a portion subsequently allocated to EMC. Expenses allocated
to EMC for the three months ended March 31, 1996 and 1995, totaled $425 and
$488,
Page 7 of 28
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
respectively, and are reflected as a reduction in general and
administrative expenses in the accompanying consolidated statements of
operations.
Included in rental income in the accompanying consolidated statements of
operations is related party rents earned from space leased to The Marcus &
Millichap Company ("M&M"), including operating expense reimbursements, of
$170 and $165 for the three months ended March 31, 1996 and 1995,
respectively.
Included in other income for the three months ended March 31, 1996 and 1995
is interest income of $91 and $86, earned principally under notes
receivable from Essex Fidelity I Corporation and Essex Sacramento
Corporation, respectively, and management fees and equity income of $137
and 0, earned from Essex Bristol Partners and Essex San Ramon Partners,
respectively.
Effective June 13, 1994, EMC provides property management services to the
Company's neighborhood shopping centers. The fee paid by the Company for
the three months ended March 31, 1996 and 1995 was $28, and $25,
respectively, and is included in administrative expense in the accompanying
consolidated statements of operations.
Notes and other related party receivables as of March 31, 1996 and December
31, 1995 consist of the following:
March 31, December 31,
1996 1995
--------- ------------
Notes receivable from Essex Fidelity I Corporation
and Essex Sacramento Corporation, bearing
interest at 9% due on demand $3,380 $3,540
Notes receivable from Essex Marina Cove, L.P.
bearing interest at 12% due on demand 1,466 --
Notes receivable from Essex Fidelity I Corporation
and Jackson School Village, L.P. bearing
interest at 9.5% - 10%, due 2015 500 500
Other related party receivables 943 740
------ ------
$6,289 $4,780
====== ======
Other related party receivables consist primarily of unreimbursed expenses
due from EMC, accrued interest income on related party notes receivable and
acquisition cost-related reimbursements due from Essex San Ramon Partners.
As of March 31, 1996 and December 31, 1995, the Company has payables to
related parties totaling $166 and $217, representing temporary borrowings
and unreimbursed expenses, respectively.
During the three months ended March 31, 1996, the Company paid brokerage
commissions totalling $250 to M&M in connection with the purchase of real
estate. The commissions are reflected as an increased cost on the purchase
of real estate in the accompanying condensed consolidated balance sheet.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion is based primarily on the consolidated financial
statements of Essex Property Trust, Inc. ("Essex" or the "Company") as of March
31, 1996 and 1995 and for the three months ended March 31, 1996 and 1995.
This information should be read in conjunction with the accompanying
consolidated financial statements and notes thereto. These 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.
Substantially all the assets of Essex are held by, and substantially all
operations conducted through, Essex Portfolio, L.P. (the "Operating
Partnership"). Essex is the sole general partner of the Operating Partnership
and, as of March 31, 1996 and 1995, owned a 77.2% general partnership interest
in the Operating Partnership. The Company qualifies as a Real Estate Investment
Trust (a "REIT") for Federal income tax purposes.
Certain statements in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations," section constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Essex to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.
GENERAL BACKGROUND
Essex's revenues are generated primarily from multifamily residential, retail
and commercial property operations, which accounted for 95% and 94% of its
revenues for the three months ended March 31, 1996 and 1995, respectively.
Essex's properties (the "Properties") are located in California, Oregon and
Washington. Occupancy levels of Essex's multifamily residential Properties in
these markets have generally remained high (averaging approximately 95% over the
last five years).
Essex has qualified as a real estate investment trust ("REIT") for federal
income tax purposes, commencing with the year ending December 31, 1994. In order
to maintain compliance with REIT tax rules, Essex provides fee-based asset
management and disposition services as well as third-party property management
and leasing services through Essex Management Corporation ("EMC"). Essex owns
100% of EMC's 19,000 shares of nonvoting preferred stock. Executives of Essex
own 100% of EMC's 1,000 shares of common stock. Essex has been actively engaged
in the business of acquiring and managing portfolios of non-performing assets
along with institutional investors. Asset management services resulting from
these portfolios are provided by EMC, typically for the term that is required to
acquire, reposition and dispose of the portfolio. Asset management agreements
usually provide for a base management fee calculated as a percentage of the
gross asset value of the portfolio under management, and an incentive fee based
upon the overall financial performance of the portfolio. Accordingly, the fees
earned as a result of these contracts fluctuate as assets are acquired and
disposed. In general, Essex believes, however, that there will be fewer
opportunities to acquire portfolios of non-performing assets in the future.
Average financial occupancy rates of the Company's multifamily properties for
the three months ended March 31, 1996 on multifamily properties were as follows:
All On a Same
Properties Property Basis
---------- --------------
Northern California 99% 99%
Seattle 94% 95%
Southern California 97% 97%
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The Company's retail and commercial properties were 93% occupied (based on
square footage) as of March 31, 1996.
RESULTS OF OPERATIONS
Comparison of the Three Months Ended March 31, 1996 to the Three Months Ended
March 31, 1995
Total Revenues increased by $631,000 or 5.8% to $11,554,000 in the first quarter
of 1996 from $10,923,000 in the first quarter of 1995. Rental revenues increased
by $644,000 or 6.3% to $10,951,000 in the first quarter of 1996 from $10,307,000
in the first quarter of 1995. Approximately $45,000 of the increase in rental
revenues was attributable to the Properties acquired and disposed of in 1995 and
1996 with the balance of the increase relating to rental rate and occupancy
level increases. Rental revenues from the San Francisco South Bay and Seattle
multifamily residential Properties increased by $471,000 to $8,564,000 in the
first quarter of 1996 from $8,093,000 in the first quarter of 1995. Rental
revenue increased by $38,000 during the first quarter of 1996 from the amount in
the first quarter of 1995 for the two Properties located in Southern California.
Commercial property rental revenue increased $135,000 for the first quarter of
1996 as a result of increased occupancy.
Total Expenses increased by $445,000 or approximately 5.0% to $9,356,000 in the
first quarter of 1996 from $8,911,000 in the first quarter of 1995. Interest
expense increased by $181,000 or 6.6% to $2,901,000 in the first quarter of 1996
from $2,720,000 in the first quarter of 1995. Such interest expense increase was
primarily due to the net addition of outstanding mortgage debt in connection
with property and investment acquisitions.
Property operating expenses, which include maintenance and repairs, real estate
taxes, advertising, utilities, and on-site administrative expenses, increased by
$119,000 or 3.4% to $3,602,000 in the first quarter of 1996 from $3,483,000 in
the first quarter of 1995. Of such increase, $41,000 was attributable to
Properties acquired and disposed of in 1995 and 1996.
General and administrative expenses represent the costs of Essex's various
acquisition and administrative departments as well as partnership administration
and non-operating expenses. Such expenses increased by $32,000 in the first
quarter of 1996 from the first quarter of 1995.
Net income after minority interest decreased by $1,544,000 to $(57,000) in the
first quarter of 1996 from $1,487,000 in the first quarter of 1995. The decrease
in net income was largely the result of an extraordinary charge of $2,180,000
related to the early extinguishment of debt.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, Essex had $2,651,000 in cash and cash equivalents, which
management believes should be sufficient to meet its immediate operating cash
requirements. Essex has credit facilities in the committed amount of
approximately $17,000,000. At March 31, 1996 Essex had $12,869,000 outstanding
on its lines of credit, with interest rates generally ranging from 7.2% to 7.4%.
Essex's cash balance decreased $1,332,000 from $3,983,000 as of December 31,
1995 to $2,651,000 as of March 31, 1996. This decrease in cash was the result of
$5,695,000 net cash provided by operating activities, reduced by $12,594,000 net
cash used by investing activities and $5,567,000 in net cash provided by
financing activities. The significant components which contributed to the
$12,594,000 net cash used by investing activities was $12,748,000 used to
purchase and upgrade rental properties. The significant components which
contributed to the $5,567,000 net cash provided by financing activities were
$45,271,000 of proceeds from mortgages, other notes payable and lines of credit
as offset by $34,568,000 of repayments of mortgages, other notes payable and
lines of credit and $3,455,000 of dividends/distribution paid.
As of March 31, 1996, the combined outstanding indebtedness under mortgages and
lines of credit consisted of $124,141,000 in fixed rate debt, (such component
includes variable rate indebtedness subject to interest rate swap agreements),
$14,617,000 in debt based on the Federal Home Loan Bank's 11th District Cost of
Funds index ("the 11th District Debt"), $10,580,000 of variable rate debt based
on The London Interbank Offered Rates ("LIBOR"), $2,289,000 of variable rate
debt based on The Internal Banking Offshore Rate ("IBOR"), and
Page 10 of 28
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$13,600,000 of debt represented by tax exempt variable rate demand bonds.
Essex's 11th District Debt is subject to maximum annual payment adjustments of
7.5% and a maximum interest rate during the term of the loans of 13%.
In June 1994, Essex entered into a five-year interest rate protection agreement
covering mortgage notes payable with aggregate balances of $24,133,000 as of
December 31, 1994. The agreements protected the Company from increase in the
thirty-day LIBOR rate in excess of a 6.3125% cap rate. In May 1995, Essex sold
this agreement and used the net proceeds to enter into an interest rate swap
agreement extending through June 1999. The interest rate swap agreement fixes
the thirty-day LIBOR rate at 5.79% for mortgage notes payable with aggregate
balances of $18,246,000 as of March 31, 1996.
Essex expects to incur in the range of approximately $1,450,000 or $300 per
weighted average occupancy unit in non-revenue generating capital expenditures
for the year ended December 31, 1996. These expenditures do not include the
improvements required in connection with Northwestern Mutual mortgage loans and
renovation expenditures required pursuant to the requirements related to the
tax-exempt variable rate demand bonds. Essex expects that cash from operations
and/or the lines of credit will fund such expenditures.
Essex pays quarterly dividends from cash available for distribution. Until it is
distributed, cash available for distribution is invested by the Company
primarily in short-term investment grade securities or is used by the Company to
reduce balances outstanding under its lines of credit.
Essex expects to meet its short-term liquidity requirements by using its initial
working capital and any portion of net cash flow from operations not currently
distributed. Essex believes that its future net cash flows will be adequate to
meet operating requirements and to provide for payment of dividends by the
Company in accordance with REIT requirements.
Essex expects to meet certain long-term liquidity requirements such as scheduled
debt maturities and repayment of short-term financing of acquisition and
development activities through the issuance of long-term secured and unsecured
debt and offerings by Essex of additional equity securities (or limited
partnership interests in the Operating Partnership).
On March 7, 1996, Essex filed a shelf registration statement for up to $100
million of common stock, preferred stock, depository shares and warrants to
purchase common and preferred stock. As of May 9, 1996, the shelf registration
statement had not been declared effective by the Securities and Exchange
Commission.
FUNDS FROM OPERATIONS
Industry analysts generally consider Funds from Operations an appropriate
measure of performance of an equity REIT. Generally, Funds from Operations
adjusts the net income of equity REITs for non-cash charges such as depreciation
and amortization and non-recurring gains or losses. Management generally
considers Funds from Operations to be a useful financial performance measurement
of an equity REIT because, together with net income and cash flows, Funds from
Operations provides investors with an additional basis to evaluate the ability
of a REIT to incur and service debt and to fund acquisitions and other capital
expenditures. Funds from Operations does not represent net income or cash flows
from operations as defined by GAAP and does not that cash flows will be
sufficient to fund cash needs. It should not be considered as an alternative to
net income as an indicator of the Operating Partnership's operating performance
or to cash flows as a measure of liquidity. Funds from Operations does not
measure whether cash flow is sufficient to fund all cash needs including
principal amortization, capital improvements and distributions to shareholders.
Funds from Operations also does not represent cash flows generated from
operating, investing or financing activities as defined under GAAP. Further,
Funds from Operations as disclosed by other REITs may not be comparable to the
Company's calculation of Funds from Operations. The following table sets forth
Essex's calculation of actual Funds from Operations for the quarter ended March
31, 1996 and 1995.
Page 11 of 28
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For the Quarter
ended March 31,
------------------------------------------
1996 1995
----------- -----------
Income before, extraordinary
item and minority interest $2,198,000 $2,012,000
Adjustments:
Depreciation & Amortization 2,190,000 1,973,000 .
Adjustment for Unconsolidated
Joint Venture 119,000 0
Non-recurring Items 21,000 0
Minority Interest - Pathways (140,000) (120,000)
--------- ----------
Funds from Operations $4,388,000 $3,865,000
========== ==========
Number of Shares (1) 8,130,000 8,130,000
(1) Assumes conversion of all outstanding operating partnership interests in
the Operating Partnership into shares of Essex's common stock.
The National Association of Real Estate Investment Trusts ("NAREIT"), a leading
industry trade group, has approved a revised definition of Funds from
Operations, which provides that the amortization of deferred financing costs in
no longer to be added back to net income to calculate Funds from Operations.
Essex has adopted the revised NAREIT definition of Funds from Operations
beginning on January 1, 1996 and 1995 results have been restated based on this
revised definition.
Page 12 of 28
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PART II OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
EXHIBITS
--------
10.43 $20.2 million Promissory Note to Northwestern Mutual
Life Insurance Company
10.44 $14.475 million Promissory Note to Union Bank
12.1 Schedule of Computation of Ratio of Earnings to Fixed
Changes
27.1 Article 5 Financial Data Schedule (EDGAR filing only)
REPORTS ON FORM 8-K
None
Page 13 of 28
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ESSEX PROPERTY TRUST, INC.
/s/ Michael J. Schall
-------------------------------------------
Michael J. Schall, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
-------------------------------------------
Date
Page 14 of 28
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EXHIBITS INDEX PAGE
- -------------- ----
10.43 $20.2 million Promissory Note to Northwestern
Life Insurance Company 16
10.44 $14.475 million Promissory Note to Union Bank 22
12.1 Schedule of Computation of Ratio of Earnings to
Fixed Changes 28
27.1 Article 5 Financial Data Schedule (EDGAR filing only)
Page 15 of 28