-----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, F8FCcCV06s3AS+xKmybAJhIAQT3MDYlkw8crP+XGRYORbzWHX5oDRO1XVkr7YZI0 jBE6k6fTHRyXfkR4OBT0hQ== 0000912057-96-020087.txt : 19960912 0000912057-96-020087.hdr.sgml : 19960912 ACCESSION NUMBER: 0000912057-96-020087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960830 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960911 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX PROPERTY TRUST INC CENTRAL INDEX KEY: 0000920522 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 770369576 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13106 FILM NUMBER: 96628743 BUSINESS ADDRESS: STREET 1: 7777 CALIFORNIA AVE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154943700 MAIL ADDRESS: STREET 1: 755 PAGE MILL RD CITY: PALO ALTO STATE: CA ZIP: 94304 8-K 1 FORM 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) : SEPTEMBER 11, 1996 (AUGUST 30, 1996) ------------------ ESSEX PROPERTY TRUST, INC. -------------------------- (Exact name of registrant as specified in its charter) MARYLAND 1-13106 77-0369576 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) 777 CALIFORNIA AVENUE, PALO ALTO, CALIFORNIA 94304 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code : (415) 494-3700 -------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 30, 1996, Essex acquired Eastridge Apartments which was built in 1988 and contains 188 apartment units with 174,100 square feet located San Ramon, California. The contract price was approximately $19,200,000. The price includes the cost relating to the retirement of a land lease that is anticipated to be completed before September 30, 1996. The seller was PCA Canyon View Associates, L.P. Essex utilized proceeds from the follow-on common stock offering to complete the acquisition. On August 30 1996, Essex acquired Landmark Apartments which was built in 1990 and contains 285 apartment units with 282,900 square feet located in Hillsboro, Oregon. The contract price was $17,700,000. The seller was Metric Realty, an Illinois general partnership. Essex utilized proceeds from the follow-on common stock offering to complete the acquisition. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (A) FINANCIAL STATEMENTS The Historical Summary of Gross Income and Direct Operating Expenses for Treetops Apartments, Camarillo Oaks Apartments, Eastridge Apartments and Landmark Apartments for the Year Ended December 31, 1995 is in process of examination and will be filed by October 29, 1996. (B) PRO FORMA FINANCIAL INFORMATION - UNAUDITED (ATTACHMENT "A") Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1996 Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 1996 Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 1995 (C) EXHIBITS None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, hereunto duly authorized. ESSEX PROPERTY TRUST, INC. By: /s/ Mark J. Mikl -------------------------------------------- Mark J. Mikl, Controller (Principal Accounting Officer) Date: September 9, 1996 ------------------------------------------ ATTACHMENT "A" ESSEX PROPERTY TRUST, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1996 (Unaudited) (Dollars in thousands, except shares and per share amounts)
PRO FORMA ADJUSTMENTS (2) ACQUISITION HISTORICAL PROPERTIES PRO FORMA ---------- ---------------------------- ASSETS Real estate Rental properties Land and land improvements $ 62,525 $ 14,412 $ 76,937 Buildings and improvements 223,188 43,238 266,426 ----------- ------------- ----------- 285,713 57,650 343,363 Less accumulated depreciation (43,041) (43,041) ----------- ------------- ----------- 242,672 57,650 300,322 Investments 8,589 8,589 ----------- ------------- ----------- 251,261 57,650 308,911 Cash and cash equivalents 5,710 (3,255) 2,455 Notes and other receivables 9,419 9,419 Other assets 7,099 7,099 ----------- ------------- ----------- $ 273,489 $ 54,395 $ 327,884 ----------- ------------- ----------- ----------- ------------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Mortgage notes payable $ 141,792 141,792 Lines of credit 12,843 12,843 Accounts payable and accrued liabilities 5,574 5,574 Dividends payable 3,455 3,455 Other liabilities 1,668 1,668 ----------- ------------- ----------- Total liabilities 165,332 0 165,332 Minority interest 25,660 25,660 STOCKHOLDERS' EQUITY Common stock, $.0001 par value, 670,000,000 shares authorized, 6,275,000 shares issued and outstanding (Pro Forma 8,805,000 shares issued and outstanding) 1 1 Additional paid in capital 112,070 54,395 166,465 Accumlulated deficit (29,574) (29,574) ----------- ------------- ----------- 82,497 54,395 136,892 ----------- ------------- ----------- $ 273,489 $ 54,395 $ 327,884 ----------- ------------- ----------- ----------- ------------- -----------
See accompanying notes to Pro Forma financial statements Page A-1 ATTACHMENT "A" ESSEX PROPERTY TRUST, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 (Unaudited) (Dollars in thousands, except shares and per share amounts)
PRO FORMA ADJUSTMENTS (3) -------------------------- ACQUISITION DISPOSITION HISTORICAL PROPERITIES PROPERITIES PRO FORMA ---------- ----------- ----------- ---------- REVENUES Rental $ 22,004 $ 4,088 $ 701 $ 25,391 Interest and other income 1,304 78 8 1,374 ---------- ----------- ----------- ---------- 23,308 4,166 709 26,765 EXPENSES Property operating expenses Maintenance and repairs 2,105 232 55 2,282 Real estate taxes 1,769 302 69 2,002 Utilities 1,485 124 26 1,583 Administrative 1,254 253 48 1,459 Advertising 290 70 6 354 Insurance 292 37 11 318 Depreciation and amortization 4,237 735 106 4,866 ---------- ----------- ----------- ---------- 11,432 1,753 321 12,864 Interest 5,910 45 180 5,775 Amortization of deferred financing costs 426 1 8 419 General and administrative 863 0 0 863 Loss from hedge termination 39 0 0 39 ---------- ----------- ----------- ---------- Total expenses 18,670 1,799 509 19,960 ---------- ----------- ----------- ---------- Income before gain on sales of real estate, minority interests and extraordinary item 4,638 2,367 200 6,805 Gain on sales of real estate 2,409 0 0 2,409 ---------- ----------- ----------- ---------- Income before minority interests and extraordinary item 7,047 2,367 200 9,214 Minority interest (1,100) (540) (45) (1,595) ---------- ----------- ----------- ---------- Income before extraordinary item 5,947 1,827 155 7,619 Extraordinary item (2,845) 0 0 (2,845) ---------- ----------- ----------- ---------- Net income $ 3,102 $ 1,827 $ 155 $ 4,774 ---------- ----------- ----------- ---------- ---------- ----------- ----------- ---------- PER SHARE DATA Net income per share from operations before extraordinary item $ 0.95 $ 0.87 Extraordinary item - debt extinguishment (0.45) (0.32) ---------- ---------- Net income per share $ 0.50 $ 0.54 ---------- ---------- ---------- ---------- Weighted average number of shares outstanding during the period 6,275,000 8,805,000 ---------- ---------- ---------- ---------- SUPPLEMENTAL INFORMATION - FUNDS FROM OPERATIONS Income before minority interest and extraordinary item $ 7,047 $ 2,367 $ 200 $ 9,214 Adjustments Depreciation and amortization 4,237 735 106 4,866 Adjustment for unconsolidated joint ventures 249 0 0 249 Non-recurring items, including gain on sales of real estate and loss from hedge termination (2,370) 0 0 (2,370) Minority interest - Pathways (272) 0 (272) ---------- ----------- ----------- ---------- Funds from operations $ 8,891 $ 3,102 $ 306 $ 11,687 ---------- ----------- ----------- ---------- ---------- ----------- ----------- ----------
See accompanying notes to Pro Forma financial statements Page A-2 ATTACHMENT "A" ESSEX PROPERTY TRUST, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995 (Unaudited) (Dollars in thousands, except shares and per share amounts)
PRO FORMA ADJUSTMENTS (3) -------------------------- ACQUISITION DISPOSITION HISTORICAL PROPERITIES PROPERITIES PRO FORMA ---------- ----------- ----------- ---------- REVENUES Rental $ 41,640 $ 9,525 $ 1,813 $ 49,352 Interest and other income 2,300 175 23 2,452 ---------- ----------- ----------- ---------- 43,940 9,700 1,836 51,804 EXPENSES Property operating expenses Maintenance and repairs 3,811 585 171 4,225 Real estate taxes 3,371 735 191 3,915 Utilities 2,974 328 133 3,169 Administrative 2,592 571 121 3,042 Advertising 299 147 34 412 Insurance 557 85 26 616 Depreciation and amortization 8,007 1,611 286 9,332 ---------- ----------- ----------- ---------- 21,611 4,062 962 24,711 Interest 10,928 545 474 10,999 Amortization of deferred financing costs 1,355 8 23 1,340 General and administrative 1,527 0 0 1,527 Loss from hedge termination 288 0 0 288 ---------- ----------- ----------- ---------- Total expenses 35,709 4,615 1,459 38,865 ---------- ----------- ----------- ---------- Income before gain on sales of real estate, minority interests and extraordinary item 8,231 5,085 377 12,939 Gain on sales of real estate 6,013 0 (2,801) 8,814 ---------- ----------- ----------- ---------- Income before minority interests and extraordinary item 14,244 5,085 (2,424) 21,753 Minority interest (3,486) (1,159) (86) (4,559) ---------- ----------- ----------- ---------- Income before extraordinary item 10,758 3,926 (2,510) 17,194 Extraordinary item (154) 0 0 (154) ---------- ----------- ----------- ---------- Net income $ 10,604 $ 3,926 $ (2,510) $ 17,040 ---------- ----------- ----------- ---------- ---------- ----------- ----------- ---------- PER SHARE DATA Net income per share from operations before extraordinary item $ 1.71 $ 1.95 Extraordinary item - debt extinguishment (0.02) (0.02) ---------- ---------- Net income per share $ 1.69 $ 1.93 ---------- ---------- ---------- ---------- Weighted average number of shares outstanding during the period 6,275,000 8,805,000 ---------- ---------- ---------- ---------- SUPPLEMENTAL INFORMATION - FUNDS FROM OPERATIONS Income before minority interest and extraordinary item $ 14,244 $ 5,085 $ (2,424) $ 21,753 Adjustments Depreciation and amortization 8,007 1,611 286 9,332 Adjustment for unconsolidated joint ventures 121 0 0 121 Non-recurring items, including gain on sales of real estate and loss from hedge termination (5,725) 0 2,801 (8,526) Minority interest - Pathways (527) 0 (527) ---------- ----------- ----------- ---------- Funds from operations $ 16,120 $ 6,696 663 $ 22,153 ---------- ----------- ----------- ---------- ---------- ----------- ----------- ----------
See accompanying notes to Pro Forma financial statements Page A-3 ATTACHMENT "A" ESSEX PROPERTY TRUST, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 AND DECEMBER 31, 1995 (Unaudited) (Dollars in thousands, except shares and per share amounts) (1) - OVERVIEW On August 14, 1996, Essex Property Trust, Inc. sold 2,200,000 shares of common stock in a follow-on public offering for $22.75 per share. In addition, on August 20, 1996 the underwriters on this transaction exercised their "over- allotment" option and purchased and additional 330,000 shares for $22.75 per share. Essex Portfolio, L.P. (the "Operating Partnership" of which 82.6% is currently owned by Essex Property Trust, Inc.) has utilized these proceeds for property acquisitions and debt repayments. Between January 31, 1996 and August 30, 1996, Essex consummated four property acquisitions and two property dispositions with independent third parties in "arms-lengths" transactions. Two property acquisitions occurred on August 30, 1996 and their terms are summarized in Item 2 of this filing. Below is a the remainder of the other property acquisitions and dispositions which occurred in 1996 and whose effects are incorporated in these Pro Forma Financial Statements. OTHER 1996 ACQUISITIONS On January 31, 1996, Essex acquired Treetops Apartments which was built in 1978 and contains 172 apartment units with 131,200 square feet and is located in Fremont, California. The contract price was $10,725,000. Essex funded this acquisition by assuming an existing 8.5% fixed interest rate mortgage in the amount of $7,266,000. On August 14, 1996, Essex repaid the mortgage on the property with the proceeds from its secondary common stock offering. On August 22, 1996, Essex completed a $9,800,000 tax exempt bond financing for the property. On August 23, 1996, Essex completed its acquisition of Camarillo Oaks Apartments for a contract price of $20,750,000. Camarillo Oaks is a 371 unit apartment property consisting of approximately 303,800 square feet located in Camarillo, California. Essex utilized proceeds from the follow-on common stock offering and from the sale of a property to complete the acquisition. Essex is in the process of placing approximately $19,000,000 of tax-exempt financing on the property. 1996 DISPOSITIONS On April 30, 1996, Essex sold Viareggio Apartments, a 116 unit, 89,615 square foot apartment community located in San Jose, California. The gross sales price was $10,610,000, resulting in a net gain of approximately $2,195,000. Essex used the proceeds to reduce indebtedness and to facilitate the acquisition of Camarillo Oaks. On June 21, 1996, Essex sold Westbridge Apartments, a 92 unit, 104,560 square foot apartment community in Yuba City, California. The gross sales price was $3,700,000, resulting in a net gain of approximately $214,000. Essex used the proceeds to reduce indebtedness. Page A-4 ATTACHMENT "A" ESSEX PROPERTY TRUST, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 AND DECEMBER 31, 1995 (Unaudited) (Dollars in thousands, except shares and per share amounts) (2) - PRO FORMA BALANCE SHEET ADJUSTMENTS The pro forma condensed consolidated balance sheet as of June 30, 1996 includes pro forma adjustments for property acquisitions subsequent to June 30, 1996. Real estate investments were increased by $57,650 based on the contracted acquisition prices. It is assumed that 75% of the increase in real estate investment will be allocated to buildings and improvements for purposes of depreciation. The acquisitions were purchased with proceeds from the follow-on common stock offering. The detail of the increase in real estate investment based on each properties acquisition price is as follows: Camarillo Oaks Apartments: $20,750 Eastridge Apartments: $19,200 Landmank Apartments: $17,700 (3) - PRO FORMA STATEMENTS OF OPERATIONS ADJUSTMENTS The pro forma condensed consolidated statement of operations for the six months ended June 30, 1996 and for the twelve months ended December 31, 1995 include the following proforma adjustments: For the Treetops Apartments, acquired on January 31, 1996, pro forma adjustment was made by taking its five months actual operating results through June 30, 1996 and semi annualizing or annualizing them for their inclusion in either the six months ended June 30, 1996 or the twelve months ended December 31, 1995 Pro Forma Statement of Operations, respectively. For the Viareggio Apartments and Westbridge Apartments, the Pro Forma Statements of Operations reflects the elimination of the actual results of operations. The twelve month ended December 31, 1995 Pro Forma Statement of Operation reflects the gain on sale of these properties as if the sales had occurred on January 1, 1995. The properties acquired subsequent to June 30, 1996, Camarillo Oaks Apartments, Eastridge Apartments and Landmark Apartments were incorporated into the six months ended June 30, 1996 or the twelve months ended December 31, 1995 Pro Forma Statements of Operations based on their respective semi-annualized or annualized internal operating budgets. Page A-5 -----END PRIVACY-ENHANCED MESSAGE-----