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) October 30, 2007

 


BRE Properties, Inc.

(Exact name of registrant as specified in its charter)

 


 

Maryland   1-14306   94-1722214

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

525 Market Street, 4th Floor, San Francisco, CA   94105-2712
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (415) 445-6530

 

 


(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-commencernent 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 2.02. Results of Operations and Financial Condition

On October 30, 2007, we issued a press release and supplemental financial data with respect to our financial results for the quarter ended September 30, 2007. Copies of the press release and supplemental financial data are furnished as Exhibit 99.1 and Exhibit 99.2 to this report, respectively. The information contained in this Item 2.02 and the attached Exhibit 99.1 and Exhibit 99.2 are furnished to, and not filed with, the Securities and Exchange Commission.

 

ITEM 8.01. Other Events

On October 30, 2007, we reported operating results for the quarter ended September 30, 2007. All per share results are reported on a fully diluted basis.

Funds from operations (FFO), the generally accepted measure of operating performance for real estate investment trusts, totaled $32.4 million, or $0.62 per share, during third quarter 2007, as compared with $30.6 million, or $0.58 per share, for the quarter ended September 30, 2006. Third quarter 2007 FFO included a nonrecurring charge of $2.8 million, or $0.05 per share, in connection with the redemption of preferred stock. FFO for third quarter 2006 included Other Expenses totaling $576,000, or $0.01 per share, for charges associated with the early retirement of debt. Excluding nonroutine items, year-over-year core FFO per share growth was 14%. (A reconciliation of net income available to common shareholders to FFO is provided at the end of this Item 8.01.)

Net income available to common shareholders for the third quarter totaled $51.4 million, or $0.99 per diluted share, as compared with $11.5 million, or $0.22 per diluted share, for the same period 2006. Earnings in third quarter 2007 included gains on the sale of assets, which totaled $39.2 million, or $0.76 per share.

Total revenues from continuing operations for the quarter were $87.8 million, as compared with $81.6 million a year ago, representing growth of 8%. Adjusted EBITDA for the quarter totaled $59.7 million, as compared with $56.2 million in third quarter 2006. (A reconciliation of net income available to common shareholders to Adjusted EBITDA is provided at the end of this Item 8.01.)


Nine-Month Period Ended September 30, 2007

For the year-to-date period, FFO totaled $100.2 million, or $1.90 per share, as compared with $109.1 million, or $2.05 per share, for the nine-month period in 2006. FFO for the year-to-date period in 2007 included nonroutine income of $1.9 million, or $0.04 per share, in proceeds from a legal settlement, and the previously noted nonrecurring charge of $2.8 million, or $0.05 per share. FFO for the same period in 2006 included income of $23.0 million, or $0.43 per share, from a legal settlement and gains on sales of excess land; and Other Expenses of $576,000, or $0.01 per share, for the early retirement of debt noted above, and $561,000, or $0.01 per share, for litigation costs. Excluding all nonroutine income items, core FFO per share growth was 17% year-over-year.

Net income available to common shareholders for the nine-month period totaled $78.5 million, or $1.51 per diluted share, as compared with $89.5 million, or $1.71 per diluted share, for the same period 2006. The 2007 year-to-date results included the gains from property sales noted above. In addition to the nonroutine income items noted above, year-to-date 2006 earnings included gains on the sale of assets, which totaled $38.3 million, or $0.73 per share.

For the first nine months of 2007, total revenues from continuing operations were $256.3 million, as compared with $236.9 million for the same period 2006, representing growth of 8%. Adjusted EBITDA for the nine-month period totaled $174.8 million, as compared with $162.2 million for the same period in 2006.

Our positive year-over-year earnings and FFO results were driven primarily by same-store property-level operating results, and income from acquisitions and newly developed properties. Same-store NOI growth was 5.9% and 7.7% for the quarter and year-to-date periods, respectively, as compared with the same periods in 2006. (A reconciliation of net income available to common shareholders to NOI is provided at the end of this Item 8.01.) For the third quarter and nine-month period, same-store NOI increased $3.0 million and $11.5 million, respectively, relative to the same periods in the prior year. Communities acquired and newly developed generated $1.3 million and $4.8 million in additional NOI during the quarter and the nine-month period, respectively, as compared with third quarter 2006.

Same-Store Property Results

We define same-store properties as stabilized apartment communities that we have owned for at least five full quarters. Of the 22,041 apartment units that we own directly, same-store units totaled 19,481 for the quarter.

 


On a year-over-year basis, same-store NOI growth was driven by revenue growth of 4.5% for the quarter. Average same-store market rent for the third quarter 2007 increased 5.2% to $1,453 per unit, from $1,380 per unit in third quarter 2006. Same-store physical occupancy levels averaged 94.5% during the third quarter 2007, consistent with the same period in 2006. Physical occupancy at the end of the third quarter was 94.6%. Rent concessions in the same-store portfolio totaled $310,000, or 1.7 days rent, for third quarter 2007, as compared with $370,000, or 1.9 days rent, for the same period in 2006. Property-level operating expense increased 1.4% from third quarter 2006 levels. On a sequential basis, same-store NOI increased 1.0% from second quarter 2007 levels. Revenue increased 1.7% and expenses increased 3.2% from the previous quarter.

Community Development and Construction

At the end of the third quarter, we had two properties in Southern California (Renaissance at Uptown Orange, in Orange, and The Stuart at Sierra Madre Villa, in Pasadena) and one in Northern California (Avenue 64, in Emeryville) in lease-up. When completed, Renaissance at Uptown Orange will have 460 units, of which 297 have been delivered, and 170 are leased and occupied. The Stuart will have 188 units, of which 68 have been delivered, and 32 are leased and occupied. Avenue 64 will have 224 units, of which 79 have been delivered, and 67 are leased and occupied.

We currently has seven communities under construction, with a total of 1,969 units, an aggregate projected investment of $611.1 million and an estimated balance to complete totaling $215.5 million.

Joint Venture Investments

During the third quarter, we acquired two apartment communities in Colorado (Bluffs at Highlands Ranch, in Highlands Ranch, and Fairways at Raccoon Creek, in Littleton) through a joint venture with JPMorgan Asset Management. The purchase price of the Bluffs, 340 units, was $48 million; and the Fairways, 360 units, was $50 million. We acquired a 15% interest ($14.7 million) in the assets, and will provide property management services.

We also sold and contributed a 432-unit property to the same joint venture partner in the third quarter: Arcadia Cove, in Phoenix, Arizona, with a total value of approximately $52 million. We retained a 15% interest in the property, and will provide property management services. In connection with this transaction, we recorded a net gain on sale of approximately $26.5 million, which was recognized during third quarter 2007.

 


Dispositions

In the third quarter, we sold Hazel Ranch, a 208-unit property in Sacramento, California, for a total of approximately $23.8 million, and recorded and recognized a net gain on sale of approximately $12.7 million. At September 30, we had classified as held for sale three operating properties and two excess land parcels, with a total net book value of $49 million. The three operating properties are located in: Sacramento (one) and Seattle (two), totaling 513 units, with a total net book value of $28 million. The two excess land parcels are in Northern California and Seattle, with a book value of $21 million.

Capital Markets

During the quarter, we amended and restated our unsecured revolving credit facility, increasing borrowing capacity to $750 million from $600 million with a group of 18 lenders, and extended the maturity date of the facility from January 2010 to September 2012.

Based on our current debt ratings, the revolving credit facility is priced at LIBOR plus 47.5 basis points. Funds from the revolving credit facility will be used for acquisition and development activities as well as for general corporate purposes.

On September 14, 2007, we redeemed all 3 million shares of our 8.08% Series B Cumulative Redeemable Preferred Stock at a redemption price of $25.42644 per share. The redemption price was equal to the original issuance price of $25.00 per share, plus accrued and unpaid dividends to the redemption date.

Subsequent Events

Recently, our operations in San Diego and Los Angeles were impacted by wildfires. No residents or company employees were injured, and no significant property damage was sustained. In San Diego, two properties were subject to mandatory evacuation and several other properties were placed on standby evacuation alerts. In Los Angeles, one property was placed on standby evacuation alert. At this time, all evacuations and standby alerts have been lifted. We are in the process of assessing the level of cleanup that will be required to resume normal operations at each community.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, this report contains forward-looking statements regarding, among other things, our capital resources, portfolio performance and results of operations, and is based on our current expectations and judgment. You should not rely on these statements as predictions of future events because there is no assurance that the events or circumstances reflected in the statements can be achieved or will occur. Forward-looking statements are identified by words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates,” or “anticipates” or their negative form or other variations, or by discussions of strategy, plans or intentions. The following factors, among others, could affect actual results and future events: defaults or nonrenewal of leases, increased interest rates and operating costs, failure to obtain necessary outside financing, difficulties in identifying properties to acquire and in effecting acquisitions, failure to successfully integrate acquired properties and operations, inability to dispose of assets that no longer meet our investment criteria under acceptable terms and conditions, risks and uncertainties affecting property development and construction (including construction delays, cost overruns, liability to obtain necessary permits and public opposition to such activities), failure to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended, and increases in real property tax rates. Our success also depends on general economic trends, including interest rates, tax laws, governmental regulation, legislation, population changes and other factors, including those risk factors discussed in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K as they may be updated from time to time by our subsequent filings with the Securities and Exchange Commission, or SEC. Do not rely solely on forward-looking statements, which only reflect management’s analysis. We assume no responsibility to update this information. For more details, please refer to our SEC filings, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.


BRE Properties, Inc.

Consolidated Balance Sheets

Third Quarter 2007

(Unaudited, dollar amounts in thousands except per share data)

 

     September 30,
2007
    September 30,
2006
 

ASSETS

    

Real estate portfolio:

    

Direct investments in real estate:

    

Investments in rental properties

   $ 2,776,532     $ 2,680,948  

Construction in progress

     307,534       215,650  

Less: accumulated depreciation

     (438,979 )     (383,870 )
                
     2,645,087       2,512,728  
                

Equity interests in and advances to real estate joint ventures:

    

Investments in rental properties

     63,336       38,617  

Real estate held for sale, net

     49,024       —    

Land under development

     121,095       47,333  
                

Total real estate portfolio

     2,878,542       2,598,678  

Cash

     2,695       13,649  

Other assets

     68,195       62,345  
                

TOTAL ASSETS

     2,949,432       2,674,672  
                

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Liabilities:

    

Unsecured senior notes

     1,540,000     $ 1,290,000  

Unsecured line of credit

     212,000       —    

Secured line of credit

     —         75,000  

Mortgage loans

     174,779       202,344  

Accounts payable and accrued expenses

     78,364       61,681  
                

Total liabilities

     2,005,143       1,629,025  
                

Minority interests

     30,981       60,044  
                

Shareholders’ equity:

    

Preferred Stock, $0.01 par value; 20,000,000 shares authorized: 7,000,000 and 10,000,000 shares with $25 liquidation preference issued and outstanding at September 30, 2007 and September 30, 2006, respectively.

     70       100  

Common stock, $0.01 par value, 100,000,000 shares authorized. Shares issued and outstanding: 50,765,074 and 50,282,869 at September 30, 2007 and 2006, respectively.

     508       503  

Additional paid-in capital

     912,730       985,000  
                

Total shareholders’ equity

     913,308       985,603  
                

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

     2,949,432       2,674,672  
                


BRE Properties, Inc.

Consolidated Statements of Income

Quarters and Nine Months Ended September 30, 2007 and 2006

(Unaudited, dollar and share amounts in thousands)

 

     Quarter
ended
09/30/2007
    Quarter
ended
9/30/2006
    Nine
months
ended
09/30/2007
    Nine
months
ended
9/30/2006
 

REVENUE

        

Rental income

   $ 84,018     $ 77,645     $ 245,387     $ 226,186  

Ancillary income

     3,739       3,944       10,896       10,704  
                                

Total revenue

     87,757       81,589       256,283       236,890  

EXPENSES

        

Real estate expenses

   $ 26,875     $ 25,422     $ 77,445     $ 74,545  

Depreciation

     19,443       17,810       57,755       54,248  

Interest expense

     20,480       20,372       61,069       60,842  

General and administrative

     3,973       3,972       13,525       13,157  

Other expenses

     —         576       —         1,137  
                                

Total expenses

     70,771       68,152       209,794       203,929  

Other income

     840       1,751       5,031       26,049  
                                

Income before minority interests, partnership income and discontinued operations

     17,826       15,188       51,520       59,010  

Minority interests

     (570 )     (897 )     (1,719 )     (2,702 )

Partnership income

     529       432       1,481       741  
                                

Income from continuing operations

     17,785       14,723       51,282       57,049  

Discontinued operations:

        

Discontinued operations, net (1)

     1,391       1,240       3,891       7,552  

Net gain on sales

     39,249       —         39,249       38,302  
                                

Total discontinued operations

     40,640       1,240       43,140       45,854  

NET INCOME

   $ 58,425     $ 15,963     $ 94,422     $ 102,903  

Redemption related preferred stock issuance cost

     2,768       —         2,768       —    

Dividends attributable to preferred stock

     4,232       4,468       13,169       13,404  
                                

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

   $ 51,425     $ 11,495     $ 78,485     $ 89,499  
                                

Net income per common share - basic

   $ 1.01     $ 0.23     $ 1.55     $ 1.75  
                                

Net income per common share - assuming dilution

   $ 0.99     $ 0.22     $ 1.51     $ 1.71  
                                

Weighted average shares outstanding - basic

     50,745       50,875       50,685       51,065  
                                

Weighted average shares outstanding - assuming dilution

     51,760       52,090       51,810       52,285  
                                

(1)    Details of net earnings from discontinued operations. For 2007 includes three operating properties held for sale as of September 30, 2007, one property contributed to joint venture in July of 2007 and one property sold in September of 2007. YTD September

        

     Quarter
ended
09/30/2007
    Quarter
ended
9/30/2006
    Nine
months
ended
09/30/2007
    Nine
months
ended
9/30/2006
 

Rental and ancillary income

   $ 2,169     $ 2,896     $ 7,945     $ 15,164  

Real estate expenses

     (778 )     (1,113 )     (3,113 )     (6,000 )

Depreciation

     —         (543 )     (941 )     (1,612 )
                                

Income from discontinued operations, net

   $ 1,391     $ 1,240     $ 3,891     $ 7,552  
                                

 


BRE Properties, Inc.   

Non-GAAP Financial Measure Reconciliations and Definitions

(Dollar amounts in thousands)

This document includes certain non-GAAP financial measures that management believes are helpful in understanding our business, as further described below. BRE’s definition and calculation of non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable. The non-GAAP financial measures should not be considered an alternative to net income or any other GAAP measurement of performance and should not be considered an alternative to cash flows from operating, investing or financing activities as a measure of liquidity.

Funds from Operations (FFO)

FFO is used by industry analysts and investors as a supplemental performance measure of an equity REIT. FFO is defined by the National Association of Real Estate Investment Trusts as net income or loss (computed in accordance with accounting principles generally accepted in the United States) excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated real estate assets, plus depreciation and amortization of real estate assets and adjustments for unconsolidated partnerships and joint ventures. We calculate FFO in accordance with the NAREIT definition.

We believe that FFO is a meaningful supplemental measure of our operating performance because historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time, as reflected through depreciation. Because real estate values have historically risen or fallen with market conditions, management considers FFO an appropriate supplemental performance measure because it excludes historical cost depreciation, as well as gains or losses related to sales of previously depreciated property, from GAAP net income. By excluding depreciation and gains or losses on sales of real estate, management uses FFO to measure returns on its investments in real estate assets. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited.

Management also believes that FFO, combined with the required GAAP presentations, is useful to investors in providing more meaningful comparisons of the operating performance of a company’s real estate between periods or as compared to other companies. FFO does not represent net income or cash flows from operations as defined by GAAP and is not intended to indicate whether cash flows will be sufficient to fund cash needs. It should not be considered an alternative to net income as an indicator of the REIT’s operating performance or to cash flows as a measure of liquidity. Our FFO may not be comparable to the FFO of other REITs due to the fact that not all REITs use the NAREIT definition.

 

     Quarter
Ended
09/30/07
    Quarter
Ended
09/30/06
    Nine
Months
Ended
09/30/07
    Nine
Months
Ended
09/30/06
 

Net income available to common shareholders

   $ 51,425     $ 11,495     $ 78,485     $ 89,499  

Depreciation from continuing operations

     19,443       17,810       57,755       54,248  

Depreciation from discontinued operations

     —         543       941       1,612  

Minority interests

     570       897       1,719       2,702  

Depreciation from unconsolidated entities

     350       244       876       582  

Net gain on investments

     (39,249 )     —         (39,249 )     (38,302 )

Less: Minority interests not convertible to common

     (106 )     (406 )     (316 )     (1,217 )
                                

Funds from operations

   $ 32,433     $ 30,583     $ 100,211     $ 109,124  
                                

Diluted shares outstanding - EPS

     51,760       52,090       51,810       52,285  

Net income per common share - diluted

   $ 0.99     $ 0.23     $ 1.51     $ 1.71  
                                

Diluted shares outstanding - FFO

     52,615       53,050       52,690       53,260  

FFO per common share - diluted

   $ 0.62     $ 0.58     $ 1.90     $ 2.05  
                                


BRE Properties, Inc.   

Non-GAAP Financial Measure Reconciliations and Definitions

(Dollar amounts in thousands)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined by BRE as EBITDA, excluding minority interests, gains or losses from sales of investments, preferred stock dividends and other expenses. We consider EBITDA and Adjusted EBITDA to be appropriate supplemental measures of our performance because they eliminate depreciation, interest, and, with respect to Adjusted EBITDA, gains (losses) from property dispositions, nonroutine items, and other charges, which permits investors to view income from operations without the impact of noncash depreciation or the cost of debt, or with respect to Adjusted EBITDA, other non-operating items described above.

Because EBITDA and Adjusted EBITDA exclude depreciation and amortization and capture neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of EBITDA and Adjusted EBITDA as measures of our performance is limited. Below is a reconciliation of net income available to common shareholders to EBITDA and Adjusted EBITDA:

 

     Quarter
ended
09/30/07
    Quarter
ended
9/30/06
   Nine
Months
Ended
09/30/07
    Nine
Months
Ended
09/30/06
 

Net income available to common shareholders

   $ 51,425     $ 11,495    $ 78,485     $ 89,499  

Interest

     20,480       20,372      61,069       60,842  

Depreciation

     19,443       18,353      58,696       55,860  
                               

EBITDA

     91,348       50,220      198,250       206,201  

Minority interests

     570       897      1,719       2,702  

Net gain on sales

     (39,249 )     —        (39,249 )     (38,302 )

Gain on sales of land

     —         —        —         (3,485 )

Dividends on preferred stock

     4,232       4,468      13,169       13,404  

Other expenses

     —         576      —         1,137  

Redemption related preferred stock issuance cost

     2,768       —        2,768       —    

Redhawk Settlement

     —         —        —         (19,500 )

Galleria Settlement

     —         —        (1,900 )     —    
                               

Adjusted EBITDA

   $ 59,669     $ 56,161    $ 174,757     $ 162,157  
                               

Net Operating Income (NOI)

We consider community level and portfolio-wide NOI to be an appropriate supplemental measure to net income because it helps both investors and management to understand the core property operations prior to the allocation of general and administrative costs. This is more reflective of the operating performance of the real estate, and allows for an easier comparison of the operating performance of single assets or groups of assets. In addition, because prospective buyers of real estate have different overhead structures, with varying marginal impact to overhead by acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or groups of assets.

Because NOI excludes depreciation and does not capture the change in the value of our communities resulting from operational use and market conditions, nor the level of capital expenditures required to adequately maintain the communities (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI consistently with our definition and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. NOI also should not be used as a supplement to or substitute for cash flow from operating activities (computed in accordance with GAAP).

 

     Quarter
ended
09/30/07
    Quarter
ended
9/30/06
   Nine
Months
Ended
09/30/07
    Nine
Months
Ended
09/30/06
 

Net income available to common shareholders

   $ 51,425     $ 11,495    $ 78,485     $ 89,499  

Interest

     20,480       20,372      61,069       60,842  

Depreciation

     19,443       18,353      58,696       55,860  

Minority interests

     570       897      1,719       2,702  

Net gain on sales

     (39,249 )     —        (39,249 )     (38,302 )

Dividends on preferred stock

     4,232       4,468      13,169       13,404  

General and administrative expense

     3,973       3,972      13,525       13,157  

Other expenses

     —         576      —         1,137  

Redemption related preferred stock issuance cost

     2,768       —        2,768       —    
                               

NOI

   $ 63,642     $ 60,133    $ 190,182     $ 198,299  
                               

Less Non Same-Store NOI

     8,753       8,282      29,895       49,466  
                               

Same-Store NOI

   $ 54,889     $ 51,851    $ 160,287     $ 148,833  
                               


ITEM 9.01  Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit

Number

  

Description

99.1    Press release of BRE Properties, Inc. dated October 30, 2007, including attachments.
99.2    Supplemental Financial data dated October 30, 2007, including attachments.


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.

 

   

BRE Properties, Inc.

(Registrant)

Date: October 31, 2007     /s/ Edward F. Lange, Jr.
     

Edward F. Lange, Jr.

Executive Vice President and Chief Operating Officer


Exhibit Index

 

99.1    Press release of BRE Properties, Inc. dated October 30, 2007, including attachments.
99.2    Supplemental Financial data dated October 30, 2007, including attachments.