-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DxEbZm3LsnugIftf1NXfxtnu4gAu1C0dCY0RjmG/4jLBpwGIcjZBx+hAmhGOzHMM S1QGPVgMEdy0rECiYH8HiQ== 0001157523-05-001943.txt : 20050225 0001157523-05-001943.hdr.sgml : 20050225 20050225102718 ACCESSION NUMBER: 0001157523-05-001943 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050225 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050225 DATE AS OF CHANGE: 20050225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 05639220 BUSINESS ADDRESS: STREET 1: EQUITY RESIDENTIAL STREET 2: 2 N RIVERSIDE PLAZA, STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129281178 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST DATE OF NAME CHANGE: 19930524 8-K 1 a4830335.txt EQUITY RESIDENTIAL 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 25, 2005 ------------------ EQUITY RESIDENTIAL (Exact Name of Registrant as Specified in its Charter) Maryland 1-12252 13-3675988 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) Two North Riverside Plaza, Suite 400 Chicago, Illinois 60606 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (312) 474-1300 Not applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure On February 25, 2005, Equity Residential (the "Company") issued a press release announcing it has received $57 million in cash, and will record a $57 million gain, for its ownership investment in Rent.com in connection with the previously announced acquisition of Rent.com by eBay Inc. As a result, the Company updated its earnings guidance for the first quarter and full year of 2005 previously provided in its release dated February 2, 2005. The press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The press release includes certain non-GAAP financial measures. A "non-GAAP financial measure" is defined as a numerical measure of a company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the company's financial statements. Non-GAAP financial measures utilized by the Company include Funds from Operations ("FFO"). The Company's management believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company, because it is a recognized measure of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help compare the operating performance of a company's real estate between periods or as compared to different companies. FFO in and of itself does not represent net income or net cash flows from operating activities in accordance with GAAP. Therefore, FFO should not be exclusively considered as an alternative to net income or to net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Company's calculation of FFO may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies. Item 9.01 Financial Statements and Exhibits. Exhibit Number Exhibit - --------- ----------------------------------------------------------------- 99.1 Press Release dated February 25, 2005. Pursuant to SEC Release Nos. 33-8400 and 34-49424, the foregoing exhibit is being furnished and will not be deemed "filed" for purposes of the Securities Act of 1933 or the Securities Exchange Act of 1934. 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 hereunto duly authorized. Date: February 25, 2005 EQUITY RESIDENTIAL By: /s/ Michael J. McHugh -------------------------------- Michael J. McHugh Executive Vice President, Chief Accounting Officer and Treasurer EX-99.1 2 a4830335ex991.txt EQUITY RESIDENTIAL EXHIBIT 99.1 EXHIBIT 99.1 Equity Residential to Record Profit of $57 Million on Sale of Rent.com; Updates FFO and Earnings Per Share Guidance CHICAGO--(BUSINESS WIRE)--Feb. 25, 2005--Equity Residential (NYSE:EQR) today announced that the company has received $57 million in cash, and will record a $57 million gain, for its ownership investment in Rent.com in connection with the previously announced acquisition of Rent.com by eBay Inc.(NASDAQ:EBAY). Rent.com is a leading internet listing website in the apartment and rental housing industry. As a result, the company will record a one-time gain to earnings and Funds from Operations (FFO) of approximately $0.18 per share. The company now expects earnings per share of $0.82 to $0.84 for the first quarter of 2005 and $2.01 to $2.11 per share for the full year 2005 and FFO per share of $0.73 to $0.75 for the first quarter 2005 and $2.43 to $2.53 for the full year 2005. The change in guidance reflects this gain, as well as additional accruals for certain management incentive programs that could increase as a result of the gain. On December 16, 2004, eBay announced its proposed acquisition of privately- held Rent.com payable in a combination of cash and eBay common stock. The acquisition terms were later amended to provide for full payment in cash instead of eBay common stock. Forward-Looking Statements The company lists parameters for 2005 results in the final page of this release. 2005 results will depend upon a slowdown in multifamily starts and economic recovery and job growth. The forward-looking statements contained in this news release regarding 2005 results are further subject to certain risks and uncertainties including, without limitation, the risks described under the heading "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and available on our website, www.equityresidential.com. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. Equity Residential is the largest publicly traded apartment company in America. Nationwide, Equity Residential owns or has investments in 942 properties, in 32 states and the District of Columbia, consisting of 200,326 units. For more information on Equity Residential, please visit our website at www.equityresidential.com. As a result of the Securities and Exchange Commission's Regulation FD, the company provides earnings guidance in its quarterly earnings release. The per share data on this page updates information provided in the company's release dated February 2, 2005. These projections are based on current expectations and are forward-looking. 2005 Earnings Guidance (per share diluted) ------------------------------------------ Q1 2005 2005 -------------- -------------- Expected EPS(1)(3) $0.82 to $0.84 $2.01 to $2.11 Add: Expected depreciation expense 0.41 1.62 Less: Expected net gain on sales(1) (0.50) (1.20) -------------- -------------- Expected FFO(2)(3) $0.73 to $0.75 $2.43 to $2.53 ============== ============== Same-Store Assumptions ---------------------- 2005 ------ Physical occupancy 94.0% Revenue change 2.00% to 3.25% Expense change 3.6% to 5.0% NOI change 0.0% to 3.0% Acquisitions $1.0 billion Dispositions $1.0 billion (1) Earnings per share ("EPS") represents net income per share calculated in accordance with accounting principles generally accepted in the United States. Expected EPS is calculated on a basis consistent with actual EPS. Due to the uncertain timing and extent of property dispositions and the resulting gains/losses on sales, actual EPS could differ materially from expected EPS. (2) The National Association of Real Estate Investment Trusts ("NAREIT") defines funds from operations ("FFO") (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. Expected FFO is calculated on a basis consistent with actual FFO. (3) Q1 2005 includes $0.21 per share of non-recurring realized gain on sale of vacant land ($0.03) and eBay Inc.'s acquisition of the company's ownership in Rent.com ($0.18). CONTACT: Equity Residential Marty McKenna, 312-928-1901 -----END PRIVACY-ENHANCED MESSAGE-----