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) February 5, 2008

 

 

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 February 5, 2008, we issued a press release and supplemental financial data with respect to our financial results for the quarter and 12-month period ended December 31, 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 February 5, 2008, we reported operating results for the quarter and year ended December 31, 2007. All per share results are reported on a fully diluted basis.

Fourth Quarter 2007

Funds from operations (FFO), the generally accepted measure of operating performance for real estate investment trusts, totaled $36.1 million, or $0.69 per share, during fourth quarter 2007, as compared with $32.5 million, or $0.62 per share, for the quarter ended December 31, 2006. Year-over-year FFO per share growth for the quarter was 11.3%. (A reconciliation of net income available to common shareholders to FFO is provided at the end of this report.)

Net income available to common shareholders for the fourth quarter totaled $30.7 million, or $0.59 per share, as compared with $12.8 million, or $0.25 per share, for the same period 2006. Earnings in the fourth quarter 2007 included gains on sales of assets, which totaled $16.7 million, or $0.32 per share.

Total revenues from continuing operations for the quarter were $88.9 million, as compared with $81.7 million a year ago, representing growth of 8.8%. Adjusted EBITDA for the quarter totaled $60.4 million, as compared with $56.3 million in fourth quarter 2006. (A reconciliation of net income available to common shareholders to Adjusted EBITDA is provided at the end of this report.)

12-Month Period Ended December 31, 2007

For the full year 2007, FFO totaled $136.3 million, or $2.59 per share, as compared with $141.7 million, or $2.67 per share, for the 12-month period in 2006. FFO for the year 2007 included nonroutine income of $1.9 million, or $0.04 per share, in proceeds from a legal settlement; and a nonrecurring charge of $2.8 million, or $0.05 per share, in connection with the redemption of preferred stock. FFO for year 2006 included nonroutine income of $23.0 million, or $0.43 per share; and nonrecurring charges totaling $1.1 million, or $0.02 per share. Excluding all nonroutine income and expense items, core FFO per share growth was 15.5% year-over-year.

 

-more-


-2-

 

Net income available to common shareholders for the 12-month period totaled $109.2 million, or $2.11 per share, as compared with $102.3 million, or $1.96 per share, for the full year 2006. The year 2007 results included gains from property sales totaling $55.9 million, or $1.08 per share. In addition to the nonroutine items noted above, year 2006 earnings included gains on the sale of assets, which totaled $38.3 million, or $0.73 per share.

For the full year 2007, total revenues from continuing operations were $345.2 million, as compared with $318.6 million for 2006, representing growth of 8.3%. Adjusted EBITDA for the 12-month period totaled $235.2 million, as compared with $218.5 million for the year 2006.

Our positive year-over-year earnings and FFO results were driven primarily by same-store property-level operating results, and income from newly developed properties and acquisitions. Same-store NOI growth was 3.3% and 6.5% for the quarter and 12-month periods, respectively, as compared with the same periods in 2006. For the fourth quarter and full-year period, same-store NOI increased $1.8 million and $13.1 million, respectively, relative to the same periods in the prior year. Communities newly developed and acquired generated $2.0 million and $6.8 million in additional NOI during the quarter and the full-year period, 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 report.)

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 21,808 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 4.6% for the quarter and 5.0% for the year. Average same-store market rent for the fourth quarter 2007 increased 4.4% to $1,446 per unit, from $1,384 per unit in fourth quarter 2006. Same-store physical occupancy levels averaged 94.0% during the fourth quarter 2007, as compared with 93.0% for the same period in 2006. Rent concessions in the same-store portfolio totaled $497,000, or 3.4 days rent, for fourth quarter 2007, as compared with $260,000, or 1.9 days rent, for the same period in 2006.

 

-more-


-3-

 

Property-level year-over-year operating expense growth was 8.0% for the quarter and 1.5% for the year. The level of expense growth for the quarter was related to timing differences regarding resident turnover and maintenance expenses, and one-time expenses related to the Southern California wildfires that occurred in October.

Operating fundamentals remain resilient and positive in the San Francisco Bay area, Seattle, Los Angeles and San Diego, where physical occupancies range 94% to 96% and economic conditions support market rent growth. These operating markets represent approximately 65% of our same store NOI.

During the fourth quarter, job losses in Orange County impacted demand fundamentals, reducing prospective resident traffic levels below typical seasonal patterns. Physical occupancy levels in this market remain 94% to 95%, with market rent growth at or about 3%, consistent with management’s expectations. Our operating markets in Sacramento, San Bernardino County (Inland Empire) and Phoenix continue to be impacted by an oversupply of single-family homes that are competing with apartment communities. Physical occupancy levels in these markets range 91% to 93%; current market conditions do not support market rent growth.

Community Development and Construction

At the end of the fourth quarter 2007, we had three development communities in lease up: two 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). When completed, Renaissance at Uptown Orange will have 460 units, of which 332 were delivered, and 236 were leased and occupied. The Stuart will have 188 units, of which 118 were delivered, and 84 were leased and occupied. Avenue 64 will have 224 units, of which 158 were delivered, and 127 were leased and occupied.

We currently have seven communities under construction, with a total of 1,969 units, an aggregate projected investment of $611.8 million and an estimated balance to complete totaling $184.6 million.

Dispositions

In the fourth quarter, we sold two apartment communities and recorded net gains on sale as follows: Shaliko Apartments, a 152-unit property in Sacramento, Calif., sold for a total of $20.6 million, with a net gain on sale of approximately $11.2 million; and Brentwood Townhomes, an 81-unit property in Kent, Wash., sold for a total of $12.0 million, with a net gain on sale of approximately $5.4 million.

 

-more-


-4-

 

At December 31, we classified one operating property in Seattle Wash. as held-for-sale, with a total net book value of $13.5 million; and one excess land parcel in Northern California, with a book value of $17 million.

Common and Preferred Dividends Declared

On January 31, 2008, the our Board of Directors approved regular common and preferred stock dividends for the quarter ending March 31, 2008. All common and preferred dividends will be payable on Monday, March 31, 2008 to shareholders of record on Friday, March 14, 2008.

The board also approved a 4.7% increase for the 2008 common dividend to $0.5625 per share quarterly. The quarterly dividend payment is equivalent to $2.25 per share on an annualized basis, and represents a yield of approximately 5.12% on yesterday’s closing price of $43.95 per share. We have paid uninterrupted quarterly dividends to shareholders since being founded in 1970.

Our 6.75% Series C preferred dividend is $0.421875 per share; the 6.75% Series D preferred dividend is $0.421875 per share.

-


 

BRE Properties, Inc.

Consolidated Balance Sheets

Fourth Quarter 2007

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

 

 

ASSETS

   December 31,
2007
    December 31,
2006
 

Real estate portfolio:

    

Direct investments in real estate:

    

Investments in rental properties

   $ 2,823,279     $ 2,726,159  

Construction in progress

     297,939       242,509  

Less: accumulated depreciation

     (458,474 )     (401,893 )
                

Equity interests in and advances to real estate joint ventures:

     2,662,744       2,566,775  
                

Investments in rental properties

     62,966       38,846  

Real estate held for sale, net

     30,548       —    

Land under development

     125,382       146,659  
                

Total real estate portfolio

     2,881,640       2,752,280  

Cash

     6,952       10,082  

Other assets

     65,068       61,129  
                

TOTAL ASSETS

     2,953,660       2,823,491  
                

LIABILITIES AND SHAREHOLDERS’ EQUITY

            

Liabilities:

    

Unsecured senior notes

   $ 1,540,000     $ 1,290,000  

Unsecured line of credit

     205,000       115,000  

Secured line of credit

     —         75,000  

Mortgage loans

     174,082       188,910  

Accounts payable and accrued expenses

     80,406       77,192  
                

Total liabilities

     1,999,488       1,746,102  
                

Minority interests

     30,980       100,544  
                

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 December 31, 2007 and December 31, 2006, respectively.

     70       100  

Common stock, $0.01 par value, 100,000,000 shares authorized. Shares issued and outstanding: 50,968,448 and 50,484,614 at December 31, 2007 and 2006, respectively.

     510       505  

Additional paid-in capital

     922,612       976,240  
                

Total shareholders’ equity

     923,192       976,845  
                

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

     2,953,660       2,823,491  
                


 

BRE Properties, Inc.

Consolidated Statements of Income

Quarters and Twelve Months Ended December 31, 2007 and 2006

(Unaudited, dollar and share amounts in thousands)

 

 

REVENUE

  Quarter ended
12/31/2007
    Quarter ended
12/31/2006
    Twelve months ended
12/31/2007
    Twelve months ended
12/31/2006
 

Rental income

  $ 85,423     $ 78,259     $ 330,810     $ 304,445  

Ancillary income

    3,457       3,441       14,353       14,145  
                               

Total revenue

    88,880       81,700       345,163       318,590  

EXPENSES

                       

Real estate expenses

  $ 26,139     $ 23,663     $ 103,584     $ 98,207  

Depreciation

    21,253       18,424       79,008       72,671  

Interest expense

    21,682       19,357       82,752       80,199  

General and administrative

    4,716       4,724       18,241       17,881  

Other expenses

    —         —         —         1,138  
                               

Total expenses

    73,790       66,168       283,585       270,096  

Other income

    756       773       5,787       26,822  
                               

Income before minority interests, partnership income and discontinued operations

    15,846       16,305       67,365       75,316  

Minority interests

    (560 )     (720 )     (2,279 )     (3,422 )

Partnership income

    652       409       2,133       1,150  
                               

Income from continuing operations

    15,938       15,994       67,219       73,044  

Discontinued operations:

       

Discontinued operations, net (1)

    1,014       1,298       4,905       8,849  

Net gain on sales

    16,708       —         55,957       38,302  
                               

Total discontinued operations

    17,722       1,298       60,862       47,151  

NET INCOME

  $ 33,660     $ 17,292     $ 128,081     $ 120,195  

Redemption related preferred stock issuance cost

    —         —         2,768       —    

Dividends attributable to preferred stock

    2,953       4,468       16,122       17,873  
                               

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

  $ 30,707     $ 12,824     $ 109,191     $ 102,322  
                               

Net income per common share - basic

  $ 0.60     $ 0.25     $ 2.15     $ 2.01  
                               

Net income per common share - assuming dilution

  $ 0.59     $ 0.25     $ 2.11     $ 1.96  
                               

Weighted average shares outstanding - basic

    50,880       50,410       50,735       50,925  
                               

Weighted average shares outstanding - assuming dilution

    51,705       51,610       51,780       52,150  
                               

 

(1)

Details of net earnings from discontinued operations. For 2007 includes one operating property held for sale as of December 31, 2007, one property contributed to joint venture in July of 2007, one property sold in September of 2007 and two properties sold

 

    Quarter ended
12/31/2007
    Quarter ended
12/31/2006
    Twelve months ended
12/31/2007
    Twelve months ended
12/31/2006
 

Rental and ancillary income

  $ 1,533     $ 2,860     $ 9,478     $ 18,024  

Real estate expenses

    (519 )     (1,011 )     (3,632 )     (7,012 )

Depreciation

    —         (551 )     (941 )     (2,163 )
                               

Income from discontinued operations, net

  $ 1,014     $ 1,298     $ 4,905     $ 8,849  
                               


 

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
12/31/07
    Quarter Ended
12/31/06
    Twelve Months
Ended

12/31/07
    Twelve Months
Ended

12/31/06
 

Net income available to common shareholders

   $ 30,707     $ 12,824     $ 109,191     $ 102,322  

Depreciation from continuing operations

     21,253       18,424       79,008       72,671  

Depreciation from discontinued operations

     —         551       941       2,163  

Minority interests

     560       720       2,279       3,422  

Depreciation from unconsolidated entities

     409       262       1,285       844  

Net gain on investments

     (16,708 )     —         (55,957 )     (38,302 )

Less: Minority interests not convertible to common

     (106 )     (229 )     (422 )     (1,446 )
                                

Funds from operations

   $ 36,115     $ 32,552     $ 136,325     $ 141,674  
                                

Diluted shares outstanding - EPS

     51,705       51,610       51,780       52,150  

Net income per common share - diluted

   $ 0.59     $ 0.25     $ 2.11     $ 1.96  
                                

Diluted shares outstanding - FFO

     52,550       52,570       52,650       53,125  

FFO per common share - diluted

   $ 0.69     $ 0.62     $ 2.59     $ 2.67  
                                


 

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
12/31/07
    Quarter ended
12/31/06
   Twelve Months
Ended

12/31/07
    Twelve Months
Ended

12/31/06
 

Net income available to common shareholders

   $ 30,707     $ 12,824    $ 109,191     $ 102,322  

Interest

     21,682       19,357      82,752       80,199  

Depreciation

     21,253       18,975      79,949       74,834  
                               

EBITDA

     73,642       51,156      271,892       257,355  

Minority interests

     560       720      2,279       3,422  

Net gain on sales

     (16,708 )     —        (55,957 )     (38,302 )

Gain on sales of land

     —         —        —         (3,485 )

Dividends on preferred stock

     2,953       4,468      16,122       17,873  

Other expenses

     —         —        —         1,138  

Redemption related preferred stock issuance cost

     —         —        2,768       —    

Redhawk Settlement

     —         —        —         (19,500 )

Galleria Settlement

     —         —        (1,900 )     —    
                               

Adjusted EBITDA

   $ 60,447     $ 56,344    $ 235,204     $ 218,501  
                               

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
12/31/07
    Quarter ended
12/31/06
   Twelve Months
Ended

12/31/07
    Twelve Months
Ended

12/31/06
 

Net income available to common shareholders

   $ 30,707     $ 12,824    $ 109,191     $ 102,322  

Interest

     21,682       19,357      82,752       80,199  

Depreciation

     21,253       18,975      79,949       74,834  

Minority interests

     560       720      2,279       3,422  

Net gain on sales

     (16,708 )     —        (55,957 )     (38,302 )

Dividends on preferred stock

     2,953       4,468      16,122       17,873  

General and administrative expense

     4,716       4,724      18,241       17,881  

Other expenses

     —         —        —         1,138  

Redemption related preferred stock issuance cost

     —         —        2,768       —    
                               

NOI

   $ 65,163     $ 61,068    $ 255,345     $ 259,367  
                               

Less Non Same-Store NOI

     9,875       7,552      40,550       57,660  
                               

Same-Store NOI

   $ 55,288     $ 53,516    $ 214,795     $ 201,707  
                               


ITEM 9.01  Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit

Number

  

Description

99.1    Press release of BRE Properties, Inc. dated February 5, 2008, including attachments.
99.2    Supplemental Financial data dated February 5, 2008, 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: February 6, 2008     /s/ Edward F. Lange, Jr.
     

Edward F. Lange, Jr.

Executive Vice President and Chief Operating Officer


Exhibit Index

 

Exhibit
Number

  

Description

99.1    Press release of BRE Properties, Inc. dated February 5, 2008, including attachments.
99.2    Supplemental Financial data dated February 5, 2008, including attachments.