form10q.htm


 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q


T  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

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 number 001-13106

ESSEX PROPERTY TRUST, INC.

(Exact name of Registrant as Specified in its Charter)


Maryland
 
77-0369576
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification Number)


925 East Meadow Drive
Palo Alto, California    94303
(Address of Principal Executive Offices including Zip Code)

(650) 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 (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES T    NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o    NO o

Indicate by check mark whether the registrant is a large accelerated filer an accelerated file, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  x
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  o
   
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes £    No T

 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:  28,194,620 shares of Common Stock as of August 5, 2009.



 
1

 
 
 
ESSEX PROPERTY TRUST, INC.
FORM 10-Q
INDEX


   
Page No.
PART I. FINANCIAL INFORMATION
 
     
Item 1.
3
     
 
4
     
 
5
     
 
6
     
 
7
     
 
8
     
Item 2.
18
     
Item 3.
26
     
Item 4.
27
     
PART II. OTHER INFORMATION
 
     
Item 1.
28
     
Item 1A.
28
     
Item 4
29
     
Item 6
29
     
30

 
2


Part I -- Financial Information

Item 1: Condensed Financial Statements (Unaudited)

"Essex" or the "Company" 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 limited partnership (the "Operating Partnership") in which Essex Property Trust, Inc. is the sole general partner.

The information furnished in the accompanying unaudited condensed consolidated balance sheets, statements of operations, stockholders' equity, noncontrolling interest, and comprehensive income and cash flows of the Company reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the aforementioned condensed consolidated financial statements for the interim periods and are normal and recurring in nature, except as otherwise noted.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the notes to such unaudited condensed consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations herein.  Additionally, 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, 2008.

 
3

 
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except per share amounts)

   
June 30,
   
December 31,
 
Assets
 
2009
   
2008
 
Real estate:
           
Rental properties:
           
Land and land improvements
  $ 683,458     $ 683,876  
Buildings and improvements
    2,688,040       2,595,912  
      3,371,498       3,279,788  
Less accumulated depreciation
    (693,065 )     (640,026 )
      2,678,433       2,639,762  
Real estate under development
    212,638       272,273  
Co-investments
    70,794       76,346  
      2,961,865       2,988,381  
Cash and cash equivalents-unrestricted
    65,435       41,909  
Cash and cash equivalents-restricted
    14,391       12,810  
Marketable securities
    115,432       23,886  
Funds held by 1031 exchange facilitator
    -       21,424  
Notes and other receivables
    47,635       47,637  
Prepaid expenses and other assets
    18,976       17,430  
Deferred charges, net
    15,247       11,346  
Total assets
  $ 3,238,981     $ 3,164,823  
                 
Liabilities and  Equity
               
Mortgage notes payable
  $ 1,566,693     $ 1,468,931  
Lines of credit
    165,000       120,000  
Exchangeable bonds
    97,730       165,457  
Accounts payable and accrued liabilities
    49,187       38,223  
Construction payable
    8,662       18,605  
Dividends payable
    32,790       32,124  
Cash flow hedge liabilities
    31,019       73,129  
Other liabilities
    16,475       16,444  
Total liabilities
    1,967,556       1,932,913  
Commitments and contingencies
               
Cumulative convertible preferred stock; $.0001 par value:
               
4.875% Series G - 5,980,000 issued and 3,595,716 and 5,980,000 outstanding
    87,735       145,912  
Stockholders' equity and noncontrolling interest:
               
Common stock, $.0001 par value, 649,702,178 shares authorized 27,209,520 and 26,395,807 shares issued and outstanding
    3       3  
Cumulative redeemable preferred stock; $.0001 par value:
               
7.8125% Series F - 1,000,000 shares authorized, issued and outstanding, liquidation value
    25,000       25,000  
Additional paid-in capital
    1,121,660       1,043,984  
Distributions in excess of accumulated earnings
    (168,226 )     (141,336 )
Accumulated other comprehensive (loss) income
    (31,755 )     (75,424 )
Total stockholders' equity
    946,682       852,227  
Noncontrolling interest
    237,008       233,771  
Total stockholders' equity and noncontrolling interest
    1,183,690       1,085,998  
Total liabilities and equity
  $ 3,238,981     $ 3,164,823  

See accompanying notes to the unaudited condensed consolidated financial statements.

 
4

 
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARES
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Revenues:
                       
Rental and other property
  $ 102,661     $ 100,119     $ 206,918     $ 198,421  
Management and other fees from affiliates
    1,156       1,428       2,354       2,655  
      103,817       101,547       209,272       201,076  
Expenses:
                               
Property operating, excluding real estate taxes
    24,954       24,882       49,123       48,447  
Real estate taxes
    9,018       8,079       18,090       16,135  
Depreciation and amortization
    28,993       27,564       58,049       54,220  
Interest
    21,509       20,757       41,713       41,895  
General and administrative
    5,852       6,512       12,084       13,137  
Write-off of investment in development joint venture
    -       -       5,752       -  
      90,326       87,794       184,811       173,834  
                                 
Earnings from operations
    13,491       13,753       24,461       27,242  
                                 
Gain on early retirement of debt
    -       -       6,124       -  
Interest and other income
    3,011       2,433       6,296       5,201  
Equity income in co-investments
    158       360       696       6,990  
Income before discontinued operations
    16,660       16,546       37,577       39,433  
Income (loss) from discontinued operations
    792       (228 )     3,214       (266 )
Net income
    17,452       16,318       40,791       39,167  
Net income attributable to noncontrolling interest
    (4,453 )     (5,262 )     (9,396 )     (11,021 )
Net income attributable to controlling interest
    12,999       11,056       31,395       28,146  
Dividends to preferred stockholders
    (1,584 )     (2,311 )     (3,410 )     (4,621 )
Excess of the carrying amount of preferred stock redeemed over the cash paid to redeem preferred stock
    -       -       25,695       -  
Net income available to common stockholders
  $ 11,415     $ 8,745     $ 53,680     $ 23,525  
                                 
Per common share data:
                               
Basic:
                               
Income before discontinued operations available to common stockholders
  $ 0.40     $ 0.36     $ 1.91     $ 0.96  
Income (loss) from discontinued operations
    0.03       (0.01 )     0.11       (0.01 )
Net income available to common stockholders
  $ 0.43     $ 0.35     $ 2.02     $ 0.95  
Weighted average number of common shares outstanding during the period
    26,831,307       24,768,626       26,529,802       24,758,276  
                                 
Diluted:
                               
Income before discontinued operations available to common stockholders
  $ 0.40     $ 0.36     $ 1.85     $ 0.95  
Income (loss) from discontinued operations
    0.03       (0.01 )     0.11       (0.01 )
Net income available to common stockholders
  $ 0.43     $ 0.35     $ 1.96     $ 0.94  
Weighted average number of common shares outstanding during the period
    26,853,693       25,153,826       29,000,129       25,032,076  
Dividend per common share
  $ 1.03     $ 1.02     $ 2.06     $ 2.04  
  
See accompanying notes to the unaudited condensed consolidated financial statements.

 
5

 
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity, Noncontrolling Interest, and
Comprehensive Income for the six months ended June 30, 2009
(Unaudited)
(Dollars and shares in thousands)
 
                           
Distributions
                   
   
Series F
               
Additional
   
in excess of
   
Accumulated other
             
   
Preferred stock
   
Common stock
   
paid-in
   
accumulated
   
comprehensive
   
Noncontrolling
       
   
Amount
   
Shares
   
Amount
   
capital
   
earnings
   
income (loss)
   
Interest
   
Total
 
Balances at December 31, 2008 (as reported)
  $ 25,000       26,396     $ 3     1,026,036     $ (130,697 )   (75,424 )   -     844,918  
Adoption of new accounting prouncements
    -       -       -       17,948       (10,639 )     -       233,771       241,080  
Balances at December 31, 2008 (restated)
    25,000       26,396       3       1,043,984       (141,336 )     (75,424 )     233,771       1,085,998  
Comprehensive income:
                                                               
Net income
    -       -       -       -       31,395       -       9,396       40,791  
Change in fair value of cash flow hedges and amortization of settlements of swaps
    -       -       -       -       -       38,368       3,522       41,890  
Change in fair value of marketable securities
    -       -       -       -       -       5,301       477       5,778  
Comprehensive income
                                                            88,459  
Issuance of common stock under:
                                                               
Stock option plans
    -       18       -       546       -       -       -       546  
Sale of common stock
    -       1,146       -       75,828       -       -       -       75,828  
Equity based compensation costs
    -       -       -       339       -       -       1,405       1,744  
Retirement of Series G preferred stock
    -       -       -       25,695       -       -       -       25,695  
Retirement of common stock
    -       (350 )     -       (20,271 )     -       -       -       (20,271 )
Retirement of exchangeable bonds
    -       -       -       (4,461 )     -       -       -       (4,461 )
Distributions to noncontrolling interest
    -       -       -       -       -       -       (10,824 )     (10,824 )
Dividends declared
    -       -       -       -       (58,285 )     -       -       (58,285 )
Redemptions of noncontrolling interest
    -       -       -       -       -       -       (739 )     (739 )
Balances at June 30, 2009
  $ 25,000       27,210     $ 3     $ 1,121,660     $ (168,226 )   $ (31,755 )   $ 237,008     $ 1,183,690  
 
See accompanying notes to the unaudited condensed consolidated financial statements.

 
6

 
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
   
Six Months Ended
 
   
June 30,
 
   
2009
   
2008
 
Net cash provided by operating activities
  $ 89,234     $ 89,733  
                 
Cash flows used in investing activities:
               
Additions to real estate:
               
Improvements to recent acquisitions
    (251 )     (4,865 )
Redevelopment
    (14,372 )     (19,809 )
Revenue generating capital expenditures
    (143 )      (2,981
Non-revenue generating capital expenditures
    (8,953 )      (13,043
Additions to real estate under development
    (49,957 )     (63,152 )
Net proceeds from dispositions of real estate
    26,692       -  
Changes in restricted cash and refundable deposits
    20,693       453  
Purchases of marketable securities
    (88,498 )     (6,411 )
Sales and maturities of marketable securities
    15,200       5,925  
Proceeds from tax credit investor
    3,762       -  
Advances under notes and other receivables
    (1,482 )     (1,898 )
Collections of notes and other receivables
    2,938       5,116  
Contributions to co-investments
    (270 )     (4,047 )
Distributions from co-investments
    -       8,847  
Net cash used in investing activities
    (94,641 )     (95,865 )
                 
Cash flows from financing activities:
               
Borrowings under mortgage and other notes payable and lines of  credit
    227,386       302,636  
Repayment of mortgage and other notes payable and lines of credit
    (84,640 )     (195,128 )
Additions to deferred charges
    (1,712 )     (1,259 )
Settlement of forward-starting swaps
    -       (1,840 )
Net proceeds from issuance common stock
    75,828       -  
Retirement of exchangeable bonds
    (66,460 )     -  
Retirement of common stock
    (20,271 )     (13,723 )
Retirement of preferred stock, Series G
    (32,572 )     -  
Net proceeds from stock options exercised
    546       2,862  
Distributions to noncontrolling interest
    (10,824 )     (12,035 )
Redemption of noncontrolling interest
    (739 )     (11,282 )
Common and preferred stock dividends paid
    (57,609 )     (53,060 )
Net cash provided by financing activities
    28,933       17,171  
                 
Net increase in cash and cash equivalents
    23,526       11,039  
Cash and cash equivalents at beginning of period
    41,909       9,956  
Cash and cash equivalents at end of period
  $ 65,435     $ 20,995  
                 
Supplemental disclosure of cash flow information:
               
Cash paid for interest, net of $5.9 million and $5.3 million  capitalized in 2009 and 2008, respectively
  $ 33,262     $ 34,538  
                 
Supplemental disclosure of noncash investing and financing activities:
               
Accrual of dividends
  $ 32,790     $ 30,865  
Change in value of cash flow hedge liabilities
  $ 42,110     $ 1,899  
Change in construction payable
  $ 9,943     $ 15,686  
Land contributed by a partner in a consolidated joint venture
  $ -     $ 10,500  
        Accrual for the purchase of marketable securities   $ 10,741     $  -  
 
See accompanying notes to the unaudited condensed consolidated financial statements.

 
7

 
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2009 and 2008
(Unaudited)

(1)  Organization and Basis of Presentation

The unaudited condensed consolidated financial statements of the Company are prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance 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, except as otherwise noted.  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, 2008.

All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements.

The unaudited condensed consolidated financial statements for the three and six months ended June 30, 2009 and 2008 include the accounts of the Company and Essex Portfolio, L.P. (the "Operating Partnership", which holds the operating assets of the Company).  See below for a description of entities consolidated by the Operating Partnership.  The Company is the sole general partner in the Operating Partnership, with a 91.7% general partnership interest as of June 30, 2009.  Total Operating Partnership units outstanding were 2,450,002 and 2,413,078 as of June 30, 2009 and December 31, 2008, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $152.5 million and $185.2 million, as of June 30, 2009 and December 31, 2008, respectively.

As of June 30, 2009, the Company owned or had ownership interests in 133 apartment communities, (aggregating 27,143 units) (collectively, the “Communities”, and individually, a “Community”), five office and commercial buildings and four active development projects (collectively, the “Portfolio”).  The Communities are located in Southern California (Los Angeles, Orange, Riverside, Santa Barbara, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan area.

Fund Activities

Essex Apartment Value Fund II, L.P. (“Fund II”) is an investment fund formed by the Company to add value through rental growth and asset appreciation, utilizing the Company’s development, redevelopment and asset management capabilities.

Fund II has eight institutional investors, and the Company, with combined partner equity contributions of $265.9 million.  The Company contributed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner.  Fund II utilized leverage equal to approximately 55% upon the initial acquisition of the underlying real estate.  Fund II invested in apartment communities in the Company’s targeted West Coast markets and, as of June 30, 2009, owned 13 apartment communities and one development project.  The Company records revenue for its asset management, property management, development and redevelopment services when earned, and promote income when realized if Fund II exceeds certain financial return benchmarks.

Marketable Securities

As of June 30, 2009 marketable securities consisted primarily of investment-grade unsecured bonds and investment funds that invest in U.S. treasury or agency securities.  As of June 30, 2009 the Company had classified the marketable securities as available for sale and the Company reports these securities at fair value, based on quoted market prices (Level 1 as defined by FAS 157 as discussed later in Note 1), and any unrealized gain or loss is recorded as other comprehensive income (loss).  Realized gains and losses and interest income are included in interest and other income on the condensed consolidated statement of operations.  Amortization of unearned discounts is included in interest income.

Variable Interest Entities

In accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46 Revised (“FIN 46R”), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51”, the Company consolidates 19 DownREIT limited partnerships (comprising twelve communities), a development project, an office building that is subject to loans made by the Company, and 55 low income housing units.  Total DownREIT units outstanding were 1,137,623 and 1,148,510 as of June 30, 2009 and December 31, 2008 respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $70.8 million and $88.1 million, as of June 30, 2009 and December 31, 2008, respectively.  The Company consolidates these entities because it is deemed the primary beneficiary under FIN 46R.  The consolidated total assets and liabilities related to these variable interest entities (“VIEs”), net of intercompany eliminations, were approximately $281.8 million and $170.0 million, respectively, as of June 30, 2009 and $256.0 million and $169.1 million, respectively, as of December 31, 2008.  Interest holders in VIEs consolidated by the Company are allocated net income equal to the cash payments made to those interest holders or distributions from cash flow.  The remaining results of operations are generally allocated to the Company.  As of June 30, 2009 and December 31, 2008, the Company did not have any VIE’s of which it was not deemed to be the primary beneficiary.

 
8

 
Stock-Based Compensation

The Company accounts for share based compensation using the fair value method of accounting.  The estimated fair value of stock options granted by the Company is being amortized over the vesting period of the stock options.  The estimated grant date fair values of the long term incentive plan units (discussed in Note 13, “Stock Based Compensation Plans,” in the Company’s Form 10-K for the year ended December 31, 2008) are being amortized over the expected service periods.

Stock-based compensation expense for options and restricted stock totaled $0.2 million for the three months ended June 30, 2009 and 2008, and $0.5 million and $0.4 million for the six months ended June 30, 2009 and 2008, respectively.  The intrinsic value of the stock options exercised during the three months ended June 30, 2008 totaled $2.1 million and none for 2009, and $0.4 million and $2.7 million for the six months ended June 30, 2009 and 2008 respectively.  As of June 30, 2009, the intrinsic value of the stock options outstanding and fully vested totaled $1.1 million.  As of June 30, 2009, total unrecognized compensation cost related to unvested share-based compensation granted under the stock option and restricted stock plans totaled $3.0 million.  The cost is expected to be recognized over a weighted-average period of 2 to 5 years for the stock option plans and is expected to be recognized straight-line over 7 years for the restricted stock awards.

The Company has adopted an incentive program involving the issuance of Series Z and Series Z-1 Incentive Units (collectively referred to as “Z Units”) of limited partnership interest in the Operating Partnership.  Stock-based compensation expense for Z Units totaled $0.4 million for the three months ended June 30, 2009 and 2008, respectively, and $0.8 million for the six months ended June 20, 2009 and 2008.

Stock-based compensation capitalized for stock options, restricted stock awards, and the Z Units totaled $0.1 million and $0.2 million for the three months ended June 30, 2009 and 2008, respectively, and $0.2 million and $0.4 million for the six months ended June 30, 2009 and 2008, respectively.  As of June 30, 2009, the intrinsic value of the Z Units subject to future vesting totaled $7.3 million.  As of June 30, 2009, total unrecognized compensation cost related to Z Units subject to future vesting granted under the Z Units totaled $5.4 million.  The unamortized cost is expected to be recognized over the next 2 to 10 years subject to the achievement of the stated performance criteria.

Stock-based compensation expense for the Outperformance Plan, (the “OPP”) adopted in December 2007 totaled approximately $0.3 million for three months ended June 30, 2009 and 2008, respectively and $0.6 million for the six months ended June 30, 2009 and 2008.  Total unrecognized compensation cost less an estimate for forfeitures related to the OPP totaled $3.5 million and $4.1 million as of June 30, 2009 and December 31, 2008, respectively.  The unamortized cost is recognized over the expected service period of five years for senior officers and three years for non-employee directors.

Fair Value of Financial Instruments

The Company adopted SFAS 157, “Fair Value Measurements” as of January 1, 2008, which provides guidance on using fair value to measure assets and liabilities.  The Company values its financial instruments based on the fair value hierarchy of valuation techniques described in SFAS 157.  Level 1 inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.  Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability.   Level 3 inputs are unobservable inputs for the asset or liability.

The Company uses Level 1 inputs for the fair values of its cash equivalents and its marketable securities except for unsecured bonds.  The Company uses Level 2 inputs for its investments in unsecured bonds, notes receivable, notes payable, and cash flow hedges.  These inputs include interest rates for similar financial instruments.  The Company’s valuation methodology under SFAS 157 for cash flow hedges is described in more detail in note 8.  The Company does not use Level 3 inputs to estimate fair values of any of its financial instruments.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Management believes that the carrying amounts of its variable rate mortgage notes payable, amounts outstanding under lines of credit, notes receivable and other receivables from related parties, and notes and other receivables approximate fair value as of June 30, 2009 and December 31, 2008, because interest rates, yields and other terms for these instruments are consistent with yields and other terms currently available for similar instruments.  Management has estimated that the fair value of the Company’s $1.42 billion of fixed debt at June 30, 2009 is approximately $1.42 billion and the fair value of the Company’s $239.9 million of variable rate debt at June 30, 2009 is $263.1 million based on the terms of existing mortgage notes payable and variable rate demand notes compared to those available in the marketplace. Management believes that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, other liabilities and dividends payable approximate fair value as of June 30, 2009 due to the short-term maturity of these instruments.  Marketable securities and cash flow hedge liabilities are carried at fair value as of June 30, 2009, as discussed further above and in Note 8.

 
9


Accounting Estimates and Reclassifications

The preparation of condensed consolidated financial statements, in accordance with U.S. generally accepted accounting principles, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate properties, its investments in and advances to joint ventures and affiliates, its notes receivables and its qualification as a Real Estate Investment Trust (“REIT”). The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions. Reclassifications for discontinued operations and noncontrolling interest have been made to prior year statements of operations balances in order to conform to current year presentation.  Such reclassifications have no impact on reported earnings, cash flows, total assets or total liabilities.

New Accounting Pronouncements and the Resulting Restatements of Previously Reported Amounts

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“FAS 160”). FAS 160 establishes accounting and reporting standards that require the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated balance sheet within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of operations; changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently; when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value; and entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  FAS 160 is effective for fiscal years beginning on or after December 15, 2008.  As summarized in the table below, the accompanying 2008 condensed consolidated financial statements have been restated to record the impact of adoption of FAS 160.

In May 2008, the FASB issued FASB staff position APB 14-1, “Accounting for Convertible Debt Instruments That May be Settled in cash upon Conversion (Including Partial Cash Settlement)” (“APB 14-1”).  APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) upon conversion separately account for the liability (debt) and equity (conversion option) components of the instruments in a manner that reflects the issuer’s nonconvertible debt borrowing rate.  APB 14-1 requires the initial debt proceeds from the sale of a company’s convertible debt instrument to be allocated between the liability component and the equity component.  The resulting debt discount will be amortized over the period during which the debt is expected to be outstanding (i.e., through the first optional redemption dates) as additional non-cash interest expense.  APB 14-1 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  Accounting for the Company’s $225.0 million exchangeable bonds (the “Bonds”) with a coupon rate of 3.625% due November 2025, which were issued in the fourth quarter of 2005, was impacted by APB 14-1.  During the fourth quarter of 2008, the Company repurchased $53.3 million of the Bonds, and during the first quarter of 2009 the Company repurchased an additional $71.3 million of the Bonds.

On January 1, 2009, the Company retrospectively adopted APB 14-1 for the Bonds.  The Company estimated that the market interest rate for the debt only portion of the Bonds as of the date of issuance was 5.75%, compared to the coupon rate of 3.625%.  The Company computed the estimated fair value of the debt portion of the Bonds as the present value of the expected cash flows discounted at 5.75%.  The difference between the fair value of the debt portion of the Bonds and the carrying value as previously reported was added to additional paid in capital as of the date of issuance.  The discount on the debt is amortized over the period from issuance to the date of the first call option by the holders of the Bonds which occurs in November 2010 resulting in non-cash interest expense in addition to the interest expense calculated based on the coupon rate.  This resulted in non-cash interest charges of $0.5 million and $1.0 million for the three months ended June 30, 2009 and 2008, respectively, and $1.1 million and $2.0 million for the six months ended June 30, 2009 and 2008, respectively.  APB 14-1 requires that the fair value of the debt portion of any bonds that are retired early be estimated to calculate the gain on retirement.   The difference between the estimated fair value of the debt portion of the Bonds and the APB 14-1 carrying value of the debt portion of the Bonds is recorded as gain on early retirement of debt and  additional paid in capital is reduced to reflect the remaining portion of the total amount paid to retire the Bonds.

 
10


The following is a summary of the impact to the December 31, 2008 consolidated balance sheet and the three and six months ended June 30, 2008 consolidated statement of operations from amounts previously reported to amounts included in the accompanying condensed consolidated financial statements as a result of the retrospective adoption of FAS 160 and APB 14-1 (in thousands except per share amounts):

   
As reported
               
Restated
 
   
December 31,
               
December 31,
 
   
2008
   
FAS 160
   
APB 14-1
   
2008
 
Selected balance sheet data:
                       
Exchangeable bonds
  $ 171,716     $ -     $ (6,259 )   $ 165,457  
Minority interests
    234,821       (233,771 )     (1,050 )     -  
Additional paid-in-capital
    1,026,036       -       17,948       1,043,984  
Distributions in excess of accumulated earnings
    (130,697 )     -       (10,639 )     (141,336 )
Noncontrolling interest
    -       233,771       -       233,771  

   
Three Months Ended June 30,
 
   
As reported
               
Restated
 
Selected statement of operations data:
 
2008 (1)
   
FAS 160
   
APB 14-1
   
2008
 
Interest expense
  $ 19,729       -       1,028     $ 20,757  
Noncontrolling interest
    5,346       -       (84 )     5,262  
Earnings per diluted share
    0.38               (0.03 )     0.35  

   
Six Months Ended June 30,
 
   
As reported
               
Restated
 
Selected statement of operations data:
 
2008 (1)
   
FAS 160
   
APB 14-1
   
2008
 
Interest expense
  $ 39,859       -       2,036     $ 41,895  
Noncontrolling interest
    11,189       -       (168 )     11,021  
Earnings per diluted share
    1.01               (0.07 )     0.94  

(1)
As reported balances are adjusted for discontinued operations

In December 2007, the FASB issued revised SFAS No. 141, “Business Combinations” (“FAS 141(R)”).  FAS141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; recognizes and measures the goodwill acquired in a business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS 141(R) is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  The adoption of this standard on January 1, 2009 did not have any impact on the Company’s consolidated financial position, results of operations or cash flows as it relates only to business combinations for the Company that take place on or after January 1, 2009.

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R), which amends Interpretation 46(R) to replace the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which enterprise has a controlling financial interest in a variable interest entity.  This Statement shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. Management is currently evaluating the impact FAS 167 will have on the Company’s condensed consolidated financial statements.

 
11


(2)  Significant Transactions

(a)  Dispositions

During the second quarter, the Company sold Mountain View Apartments, a 106-unit community located in Camarillo, California for $14.0 million and recognized a gain of $0.8 million.

(b) Equity

During the second quarter, the Company issued 1,145,450 shares of common stock at an average price of $67.21 for $75.8 million, net of fees and commissions through the Company’s Controlled Equity Offering Program.

(c) Debt and Financing Activities

The Company, during the second quarter, obtained fixed rate mortgage loans totaling $54.2 million, including the following:

 
·
$35.0 million secured by Highlands at Wynhaven, at a fixed rate of 5.4% which matures in June 2019.
 
·
$19.2 million secured by Wilshire Promenade, at a fixed rate of 5.4% which matures in June 2019.

Additionally, during the second quarter, the Company paid-off $21.0 million in loans secured by Huntington Breakers including a $4.4 million mortgage loan at a fixed rate of 7.7% and variable rate demand notes totaling $16.0 million.

(d) Marketable Securities

During the second quarter, with funds generated from the issuance of common stock and new mortgage loans the Company purchased $81.9 million of investment-grade unsecured bonds.  As of June 30, 2009, the Company owns $105.9 million in investment-grade unsecured bonds with an average maturity of 3.8 years and an average yield of 10.3%.  In total, the Company owned $115.4 million in marketable securities as of June 30, 2009.

(3) Co-investments

The Company has joint venture investments in co-investments, which are accounted for under the equity method.  The joint ventures own, operate and develop apartment communities.  The following table details the Company's co-investments (dollars in thousands):
 
   
June 30,
   
December 31,
 
   
2009
   
2008
 
             
Investments in joint ventures accounted for under the equity method of accounting:
           
             
Limited partnership interest of 27.2% and general partner interest of 1% in Essex Apartment Value Fund II, L.P ("Fund II")
  $ 70,294     $ 70,469  
Development joint venture
    -       5,377  
      70,294       75,846  
Investments accounted for under the cost method of accounting:
               
Series A Preferred Stock interest in Multifamily Technology Solutions, Inc..
    500       500  
Total co-investments
  $ 70,794     $ 76,346  

During 2006, the Company made a contribution to a development with a joint venture partner totaling $3.4 million, and over the past three years the Company made additional contributions and capitalized costs to this joint venture totaling $2.4 million for a total investment of $5.8 million.  This joint venture was to obtain entitlements and make option payments towards the purchase of land parcels in Marina del Rey, California for a proposed development project.  During the first quarter of 2009, the Company wrote-off its investment in the joint venture development project of $5.8 million, and the write-off of these costs is included in the accompanying consolidated condensed statements of operations.

 
12


The combined summarized balance sheet and statements of operations for co-investments, which are accounted for under the equity method, are as follows (dollars in thousands).

   
June 30,
   
December 31,
 
   
2009
   
2008
 
Balance sheets:
           
Rental properties and real estate under development
  $ 502,967     $ 526,906  
Other assets
    36,359       40,877  
                 
Total assets
  $ 539,326     $ 567,783  
                 
Mortgage notes and construction payable
  $ 313,413     $ 308,853  
Other liabilities
    9,033       8,481  
Partners' equity
    216,880       250,449  
                 
Total liabilities and partners' equity
  $ 539,326     $ 567,783  
                 
Company's share of equity
  $ 70,294     $ 75,846  
 
                             
 
 
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
      2009       2008       2009       2008  
Statements of operations:
                               
Property revenues
  $ 11,708     $ 11,329     $ 23,538     $ 22,326  
Property operating expenses
    (4,665 )     (4,428 )     (8,817 )     (8,615 )
Net property operating income
    7,043       6,901       14,721       13,711  
Interest expense
    (2,653 )     (2,623 )     (4,846 )     (5,329 )
Depreciation and amortization
    (3,769 )     (3,646 )     (7,381 )     (6,671 )
                                 
Total net income
  $ 621     $ 632     $ 2,494     $ 1,711  
                                 
Company's share of operating net income
    158       360       696       672  
Company's preferred interest/gain - Mt. Vista
    -       -       -       6,318  
Company's share of net income
  $ 158     $ 360     $ 696     $ 6,990  

In January 2008, the Company received $7.5 million and recognized $6.3 million of preferred interest in the joint venture which is included in equity income in co-investments from the repayment of its investment in Mountain Vista Apartments, LLC.

(4) Notes and Other Receivables

Notes receivable secured by real estate, and other receivables consist of the following as of June 30, 2009 and December 31, 2008 (dollars in thousands):

   
June 30,
   
December 31,
 
   
2009
   
2008
 
             
Note receivable, secured, bearing interest at LIBOR + 3.69%, due June 2010
  6,783     7,325  
Note receivable, secured, bearing interest at 8.0%, due November 2010
    971       965  
Note receivable, secured, bearing interest at LIBOR + 2.95%, due December 2010
    12,527       14,043  
Note receivable, secured, bearing interest at LIBOR + 4.75%, due March 2011
    7,344       7,294  
Note receivable, secured, bearing interest at 6.5%, due August 2011
    4,070       4,070  
Non-performing note receivable, secured
    13,448       13,448  
Other receivables
    3,592       1,192  
Allowance for loan losses
    (1,100 )     (700 )
    $ 47,635     $ 47,637  

 
13


In September 2007, the Company originated a loan to the owners of an apartment community under development in Vancouver, Washington, with a maturity date of February 2009.  The proceeds from the loan refinanced the property and provided funding for the completion of the 146-unit apartment community.  In July 2008, the Company ceased recording interest income and issued a notice of monetary default to the borrower, and the borrower filed for bankruptcy.  During the fourth quarter of 2008, the Company recorded a loan loss reserve in the amount of $0.7 million on this non-performing note receivable.  During the second quarter 2009, the property was under contract to be sold to a third-party and as a result the expected net proceeds to be generated from sale caused the Company to record an additional loan loss reserve in the amount of $0.4 million.

In the second quarter of 2009, the borrower on the loan secured by Emeryville Marketplace, a mixed use commercial property located in Emeryville, California made a principal payment of $0.5 million to pay down the loan to $6.8 million and the Company extended the maturity of the loan until June 2010.  In the first quarter of 2009, the borrower on the bridge loan secured by 301 Ocean Avenue a 47-unit apartment community located in Santa Monica, California made a principal payment of $1.6 million to pay down the loan to $12.5 million and the Company extended the maturity of the loan until December 2010.

(5) Related Party Transactions

Management and other fees from affiliates includes management, development and redevelopment fees from Fund II of $1.2 million and $1.4 million for the three months ended June 30, 2009 and 2008 respectively, and $2.4 million and $2.7 million for the six months ended June 30, 2009 and 2008 respectively.  As discussed in Note 3, in January 2008, the Company received $7.5 million from an investment held in an affiliate of TMMC and recognized $6.3 million of preferred income which is included in equity income from co-investments.

(6) Segment Information

The Company defines its reportable operating segments as the three geographical regions in which its apartment communities are located: Southern California, Northern California and Seattle Metro.  Excluded from segment revenues are properties classified in discontinued operations, management and other fees from affiliates, and interest and other income.  Non-segment revenues and net operating income included in the following schedule also consist of revenue generated from commercial properties which are primarily office buildings.  Other non-segment assets include co-investments, real estate under development, cash and cash equivalents, marketable securities, notes receivable, other assets and deferred charges.  The revenues, net operating income, and assets for each of the reportable operating segments are summarized as follows for the three months ended June 30, 2009 and 2008 (dollars in thousands):

   
Three Months Ended
 
   
June 30,
 
   
2009
   
2008
 
Revenues:
           
Southern California
  $ 51,844     $ 51,987  
Northern California
    30,517       29,637  
Seattle Metro
    18,466       17,157  
Other real estate assets
    1,834       1,338  
Total property revenues
  $ 102,661     $ 100,119  
                 
Net operating income:
               
Southern California
  $ 35,054     $ 36,018  
Northern California
    20,381       18,977  
Seattle Metro
    11,866       11,435  
Other real estate assets
    1,388       728  
Total net operating income
    68,689       67,158  
                 
Depreciation and amortization
    (28,993 )     (27,564 )
Interest expense
    (21,509 )     (20,757 )
General and administrative
    (5,852 )     (6,512 )
Management and other fees from affiliates
    1,156       1,428  
Interest and other income
    3,011       2,433  
Equity income from co-investments
    158       360  
Income before discontinued operations
  $ 16,660     $ 16,546  
 
 
14

 
The revenues, net operating income, and assets for each of the reportable operating segments are summarized as follows for the six months ended June 30, 2009 and 2008 (dollars in thousands):

   
Six Months Ended
 
   
June 30,
 
   
2009
   
2008
 
Revenues:
           
Southern California
  $ 104,308     $ 103,418  
Northern California
    61,379       58,266  
Seattle Metro
    37,584       34,087  
Other real estate assets
    3,647       2,650  
Total property revenues
  $ 206,918     $ 198,421  
                 
Net operating income:
               
Southern California
  $ 71,001     $ 71,436  
Northern California
    41,779       38,025  
Seattle Metro
    24,552       22,810  
Other real estate assets
    2,373       1,568  
Total net operating income
    139,705       133,839  
                 
Depreciation and amortization
    (58,049 )     (54,220 )
Interest expense
    (41,713 )     (41,895 )
General and administrative
    (12,084 )     (13,137 )
Write-off of development joint venture
    (5,752 )     -  
Management and other fees from affiliates
    2,354       2,655  
Gain on early retirement of debt
    6,124       -  
Interest and other income
    6,296       5,201  
Equity income from co-investments
    696       6,990  
Income before discontinued operations
  $ 37,577     $ 39,433  


   
June 30,
   
December 31,
 
   
2009
   
2008
 
Assets:
           
Southern California
  $ 1,236,330     $ 1,291,850  
Northern California
    934,509       850,170  
Seattle Metro
    426,766       431,041  
Other real estate assets
    80,828       66,701  
Net reportable operating segments - real estate assets
    2,678,433       2,639,762  
Real estate under development
    212,638       272,273  
Cash and cash equivalents
    79,826       54,719  
Marketable securities
    115,432       23,886  
Funds held by 1031 exchange facilitator
    -       21,424  
Notes and other receivables
    47,635       47,637  
Other non-segment assets
    105,017       105,122  
Total assets
  $ 3,238,981     $ 3,164,823  
 
 
15

 
(7)  Net Income Per Common Share
       (Amounts in thousands, except per share and unit data)

   
Three Months Ended
   
Three Months Ended
 
   
June 30, 2009
   
June 30, 2008
 
         
Weighted-
   
Per
         
Weighted-
   
Per
 
         
average
   
Common
         
average
   
Common
 
         
Common
   
Share
         
Common
   
Share
 
   
Income
   
Shares
   
Amount
   
Income
   
Shares
   
Amount
 
Basic:
                                   
Income from continuing operations available to common stockholders
  $ 10,681       26,831     $ 0.40     $ 8,940       24,769     $ 0.36  
Income (loss) from discontinued operations available to common stockholders
    734       26,831       0.03       (195 )     24,769       (0.01 )
      11,415             $ 0.43       8,745             $ 0.35  
                                                 
Effect of Dilutive Securities (1)
    -       22               -       385          
                                                 
Diluted:
                                               
Income from continuing operations available to common stockholders (1)
  10,681       26,853     $ 0.40     8,940       25,154     $ 0.36  
Income (loss) from discontinued operations available to common stockholders
    734       26,853       0.03       (195 )     25,154       (0.01 )
    $ 11,415             $ 0.43     $ 8,745             $ 0.35  
                                                 
                                                 
   
Six Months Ended
   
Six Months Ended
 
   
June 30, 2009
   
June 30, 2008
 
           
Weighted
   
Per
           
Weighted
   
Per
 
           
Average
   
Common
           
Average
   
Common
 
           
Common
   
Share
           
Common
   
Share
 
   
Income
   
Shares
   
Amount
   
Income
 
Shares
   
Amount
 
Basic:
                                               
Income before discontinued operations available to common stockholders
  $ 50,694       26,530     $ 1.91     $ 23,739       24,758     $ 0.96  
Income (loss) from discontinued operations available to common stockholders
    2,986       26,530       0.11       (214 )     24,758       (0.01 )
      53,680             $ 2.02       23,525             $ 0.95  
                                                 
Effect of Dilutive Securities (1)(2)
    -       2,470               -       274          
                                                 
Diluted:
                                               
Income before discontinued operations available to common stockholders
  53,599       29,000     $ 1.85     23,739       25,032     $ 0.95  
Income (loss) from discontinued operations available to common stockholders
    3,214       29,000       0.11       (214 )     25,032       (0.01 )
    $ 56,813             $ 1.96     $ 23,525             $ 0.94  
 
 
(1)
Weighted convertible limited partnership units of 2,161,351 and 2,219,186 for the three months ended June 30, 2009 and 2008, respectively, and vested Series Z incentive units of 288,651 and 250,927 for the three months ended June 30, 2009 and 2008, respectively, were not included in the determination of diluted EPS because they were anti-dilutive.  Weighted convertible limited partnership units of 2,161,656 and vested Series Z incentive units of 285,734 for the six months ended June 30, 2009 were included in the determination of diluted EPS.  Weighted convertible limited partnership units of 2,245,241 and vested Series Z incentive units of 250,305 for the six months ended June 30, 2008 were not included in the determination of diluted EPS because they were anti-dilutive.  The Company has the ability to redeem DownREIT limited partnership units for cash and does not consider them to be common stock equivalents.

The holders of the exchangeable notes may exchange, at the then applicable exchange rate, the notes for cash and, at the Company’s option, a portion of the notes may be exchanged for Essex common stock; the original exchange rate was $103.25 per share of Essex common stock.  During the three and six months ended June 30, 2009 and 2008 the weighted average common stock price did not exceed the strike price (which was $101.54 as of June 30, 2008) and therefore common stock issuable upon exchange of the exchangeable notes was not included in the diluted share count as the effect was anti-dilutive.

 
16


Stock options of 263,721 and 53,579 for the three months ended June 30, 2009 and 2008, respectively, and 265,685 and 76,737 for the six months ended June 30, 2009 and 2008, respectively, were not included in the diluted earnings per share calculation because the exercise price of the options were greater than the average market price of the common shares for the three months ended and, therefore, were anti-dilutive.  Stock options of 22,386 and 131,549 for the three months ended June 30, 2009 and 2008, respectively, and 22,937 and 137,848 were included in the determination of diluted EPS.

All shares of cumulative convertible preferred stock Series G have been excluded from diluted earnings per share for the three and six months ended June 30, 2009 and 2008, respectively, as the effect was anti-dilutive.

 
(2)
For the six months ended June 30, 2009, net income allocated to convertible limited partnership units and vested Series Z units aggregating $3.2 million has been added to income available to common stock holders for the calculation of net income per common share since these units are included in the diluted weighted average common shares for this period.

(8)  Derivative Instruments and Hedging Activities

Currently, the Company uses interest rate swaps and interest rate cap contracts to manage certain interest rate risks. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of SFAS No. 157, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

As of June 30, 2009 the Company had seven forward-starting interest rate swap contracts totaling a notional amount of $375.0 million with interest rates ranging from 5.1% to 5.9% and settlements dates ranging from October 2010 to October 2011.  These derivatives qualify for hedge accounting as they are expected to economically hedge the cash flows associated with future financing of debt between 2010 and 2011.  The Company had twelve interest rate cap contracts totaling a notional amount of $183.4 million that qualify for hedge accounting as they effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying variable interest rate for the Company’s $220.1 million of tax exempt variable rate debt.  The aggregate carrying value of the forward-starting interest rate swap contracts was a net liability of $31.4 million and the aggregate carrying value of the interest rate cap contracts was an asset of $0.4 million.  The overall fair value of the derivatives changed by $42.1 million during the six months ended June 30, 2009 to a net liability of $31.0 million as of June 30, 2009, and the derivative liability was recorded in cash flow hedge liabilities in the Company’s condensed consolidated financial statements.  The changes in the fair values of the derivatives are reflected in other comprehensive (loss) income in the Company’s condensed consolidated financial statements.  No hedge ineffectiveness on cash flow hedges was recognized during the quarter ended June 30, 2009 and 2008.

(9)  Discontinued Operations

In the normal course of business, the Company will receive offers for sale of its communities, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction.  It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process.  Essex classifies real estate as "held for sale" when all criteria under SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (“SFAS 144”) have been met.

During the second quarter, the Company sold Mountain View Apartments, a 106-unit community located in Camarillo, California for $14.0 million resulting in a $0.8 million gain.

In the first quarter of 2009, the Company sold Carlton Heights Villas, a 70-unit property located in Santee, California for $6.9 million resulting in a $1.6 million gain and Grand Regency, a 60-unit property in Escondido, California, for $5.0 million resulting in a $0.9 million gain.

 
17


In the fourth quarter of 2008, the Company sold Coral Gardens, a 200-unit property located in El Cajon, California for $19.8 million, and in the third quarter of 2008, the Company sold Cardiff by the Sea Apartments, located in Cardiff, California for $71.0 million and St. Cloud Apartments, located in Houston, Texas for $8.8 million.  The operations for these sold communities are included in discontinued operations for the three and six months ended June 30, 2008.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Company owned such assets, as described above (dollars in thousands).

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
                         
Rental revenues
  $ 400     $ 3,247     $ 982     $ 6,422  
Property operating expenses
    (154 )     (1,590 )     (391 )     (2,949 )
Interest expense
    -       (767 )     -       (1,542 )
Depreciation and amortization
    (80 )     (1,118 )     (228 )     (2,197 )
Income (loss) from real estate sold
    166       (228 )     363       (266 )
Gain on sale
    766       -       3,238       -  
Internal disposition costs (1)
    (140 )     -       (387 )     -  
                                 
Income (loss) from discontinued operations
  $ 792     $ (228 )   $ 3,214     $ (266 )

(1)  Internal disposition costs relate to a disposition incentive program established to pay incremental bonuses for the sale of certain of the Company's communities that are part of the program.

(10)  Commitments and Contingencies

The Company is subject to various lawsuits in the normal course of its business operations.  Such lawsuits could, but are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein and with our 2008 Annual Report on Form 10-K for the year ended December 31, 2008 and our Current Report on Form 10-Q for the quarter ended June 30, 2009.

The Company is a fully integrated Real Estate Investment Trust (“REIT”), and its property revenues are generated primarily from apartment community operations.  Our investment strategy has two components:  constant monitoring of existing markets, and evaluation of new markets to identify areas with the characteristics that underlie rental growth.  Our strong financial condition supports our investment strategy by enhancing our ability to quickly shift our acquisition, development, and disposition activities to markets that will optimize the performance of the portfolio.

As of June 30, 2009, we had ownership interests in 133 apartment communities, comprising 27,143 apartment units.  Our apartment communities are located in the following major West Coast regions:

Southern California (Los Angeles, Orange, Riverside, Santa Barbara, San Diego and Ventura counties)
Northern California (the San Francisco Bay Area)
Seattle Metro (Seattle metropolitan area)

As of June 30, 2009, we also had ownership interests in five office and commercial buildings (with approximately 215,840 square feet).

As of June 30, 2009, our consolidated development pipeline, excluding development projects owned by Fund II, was comprised of three development projects, three predevelopment projects and four land parcels held for future development aggregating 1,959 units, with total incurred costs of $212.6 million.  The estimated remaining project costs of active development projects were $101.9 million for total estimated active development project costs of $189.3 million.

 
18


The Company’s consolidated apartment communities are as follows:

   
As of June 30, 2009
   
As of June 30, 2008
 
   
Apartment Units
   
%
   
Apartment Units
   
%
 
Southern California
    12,264       50 %     12,725       53 %
Northern California
    6,695       28 %     6,361       26 %
Seattle Metro
    5,338       22 %     5,005       21 %
Total
    24,297       100 %     24,091       100 %

Co-investments including Fund II communities and communities included in discontinued operations are not included in the table above for both years presented above.

Comparison of the Three Months Ended June 30, 2009 to the Three Months Ended June 30, 2008

Our average financial occupancies for the Company’s stabilized apartment communities or “Quarterly Same-Property” (stabilized properties consolidated by the Company for the quarters ended June 30, 2009 and 2008) increased 40 basis points to 96.8% as of June 30, 2009 from 96.4% as of June 30, 2008.  Financial occupancy is defined as the percentage resulting from dividing actual rental revenue by total possible rental revenue. Actual rental revenue represents contractual rental revenue pursuant to leases without considering delinquency and concessions.  Total possible rental revenue represents the value of all apartment units, with occupied units valued at contractual rental rates pursuant to leases and vacant units valued at estimated market rents.  We believe that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate.  Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates as disclosed by other REITs may not be comparable to our calculation of financial occupancy.

The regional breakdown of the Company’s Quarterly Same-Property portfolio for financial occupancy for the quarter ended June 30, 2009 and 2008 is as follows:

   
Three months ended
 
   
June 30,
 
   
2009
 
2008
 
Southern California
 
96.3%
 
95.9%
 
Northern California
 
97.6%
 
97.4%
 
Seattle Metro
 
96.8%
 
96.4%
 

The following table provides a breakdown of revenue amounts, including revenues attributable to the Quarterly Same-Property portfolio:

         
Three Months Ended
             
   
Number of
   
June 30,
   
Dollar
   
Percentage
 
   
Properties
   
2009
   
2008
   
Change
   
Change
 
Property Revenues (dollars in thousands)
                       
Quarterly Same-Property:
                             
Southern California
    55     $ 45,952     $ 47,393     $ (1,441 )     (3.0 ) %
Northern California
    24       26,399       26,417       (18 )     (0.1 )
Seattle Metro
    24       15,093       15,234       (141 )     (0.9 )
Total Quarterly Same-Property revenues
    103       87,444       89,044       (1,600 )     (1.8 )
Quarterly Non-Same Property Revenues (1)
            15,217       11,075       4,142       37.4  
Total property revenues
          $ 102,661     $ 100,119     $ 2,542       2.5 %

(1) Includes two communities acquired after January 1, 2008, eight redevelopment communities, two development communities, and three commercial buildings.

Quarterly Same-Property Revenues decreased by $1.6 million or 1.8% to $87.4 million in the second quarter of 2009 from $89.0 million in the second quarter of 2008.  The decrease was primarily attributable to a decrease in scheduled rents of $2.2 million or a decrease of 2.5% for the Quarterly Same-Property portfolio from an average rental rate of $1,399 per unit in the second quarter of 2008 to $1,364 per unit in the second quarter of 2009.  Schedule rents decreased in all regions including a decrease in scheduled rents of 3.6% in Southern California, a decrease of 2.2% in the Seattle Metro area, and a slight decrease of 0.6% in Northern California.  The decrease in scheduled rents was partially offset by an increase of occupancy of 40 basis points or $0.4 million, from 96.4% for the second quarter of 2008 to 96.8% for the second quarter of 2009, Ratio utility billing system (“RUBS”) income increased $0.2 million, and other income, rent concessions and bad debt expense were consistent between quarters.  The Company expects that total Quarterly Same-Property revenues will continue to decrease in the third quarter of 2009 from the same period in 2008, due to an expected decrease in scheduled rents compared to the same period in 2008.

 
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Quarterly Non-Same Property Revenues increased by $4.1 million or 37.4% to $15.2 million in the second quarter of 2009 from $11.1 million in the second quarter of 2008.  The increase was primarily due to two new communities acquired since January 1, 2008, two development communities in lease-up and eight communities that are in redevelopment and classified in non-same property results.

Real estate taxes increased $0.9 million or 11.6% for the quarter over 2008, primarily due to the acquisition of two new properties, the completion of two development properties and increases in real estate taxes in the Seattle Metro area.

Depreciation expense increased by $1.4 million or 5.2% for the second quarter of 2009 compared to the second quarter of 2008, due to the acquisition of two new communities, the completion of two development properties, and the capitalization of approximately $23.0 million in additions to rental properties for the six months ended June 30, 2009 and approximately $88.0 million of additions to rental properties, including $55.5 million spent on redevelopment and revenue generating capital expenditures during 2008.

General and administrative expense decreased $0.7 million or 10.1% for the quarter ended June 30, 2009 compared to the quarter ended June 30, 2008, primarily due to a workforce reduction of corporate employees in the fourth quarter of 2008.

Interest and other income increased by $0.6 million for the six months ended June 30, 2009 due to an increase in investment and interest income of approximately $2.2 million generated primarily from the $112.9 million increase in the balance of marketable securities since June 30, 2008, and that increase was partially offset by a $1.5 million decrease in lease income due to the sale of the Company’s remaining RV parks in 2008, the lease for the Cadence campus expired in January 2009, and a decrease of structured finance income of $0.1 million for the quarter ended June 30, 2009 compared to the quarter ended June 30, 2008.

Income from discontinued operations for the second quarter of 2009 includes operating results of the apartment community Mountain View which was sold during the quarter for a gain of $0.8 million.  Discontinued operations for the second quarter of 2008 includes the operating results for Mountain View, as well as Carlton Heights and Grand Regency which were sold in the first quarter of 2009 and Cardiff by the Sea, St. Cloud and Coral Gardens, which were sold in the third and fourth quarters of 2008.

Comparison of the Six Months Ended June 30, 2009 to the Six Months Ended June 30, 2008

Our average financial occupancies for the Company’s stabilized apartment communities or “2009/2008 Same-Properties” (stabilized properties consolidated by the Company for the six months ended June 30, 2009 and 2008) increased 80 basis points to 96.9% for the six months ended June 30, 2009 from 96.1% for the six months ended June 30, 2008.  The regional breakdown of the Company’s 2009/2008 Same-Property portfolio for financial occupancy for the six months ended June 30, 2009 and 2008 is as follows:

   
Six Months Ended
 
   
June 30,
 
   
2009
   
2008
 
Southern California
 
96.4%
   
95.5%
 
Northern California
 
97.6%
   
97.1%
 
Seattle Metro
 
97.1%
   
96.6%
 

 
20

 
The following table illustrates a breakdown of revenue amounts, including revenues attributable to 2009/2008 Same-Properties.
 
         
Six Months Ended
             
   
Number of
   
June 30,
   
Dollar
   
Percentage
 
   
Properties
   
2009
   
2008
   
Change
   
Change
 
Property Revenues (dollars in thousands)
                       
2009/2008 Same-Properties:
                             
Southern California
    55     $ 92,830     $ 94,384     $ (1,554 )     (1.6 ) %
Northern California
    24       53,410       52,143       1,267       2.4  
Seattle Metro
    24       30,747       30,287       460       1.5  
Total 2009/2008 Same-Property revenues
    103       176,987       176,814       173       0.1  
2009/2008 Non-Same Property Revenues (1)
            29,931       21,607       8,324       38.5  
Total property revenues
          $ 206,918     $ 198,421     $ 8,497       4.3 %

(1) Includes properties acquired after January 1, 2008, eight redevelopment communities, two development communities, and three commercial buildings.

2009/2008 Same-Property Revenues increased by $0.2 million or 0.1% to $177.0 million for the six months ended June 30, 2008 compared to $176.8 million for the six months ended June 30, 2008.  Scheduled rents decreased by 1.8% or $2.2 million for the six months ended June 30, 2009 from an average rental rate of $1,395 for the six months ended June 30, 2008 compared to $1,378 for the six months ended June 30, 2009.  Although scheduled rents increased 1.1% in Northern California and increased slightly by 0.1% in the Seattle Metro area, these increases were more than offset by a 2.9% reduction in schedule rents in Southern California.  2009/2008 Same-Property revenues increased $0.2 million even through there was a decrease in schedule rents due to an increase in occupancy increased for the six months ended June 30, 2008 by 80 basis points or $1.4 million, RUBS income increased $0.6 million and other income increased $0.3 million.  Bad debt expense and rent concessions were consistent between periods.  The Company expects that total Same-Property revenues will decrease in the nine months ended September 30, 2009 from the same period in 2008, due to an expected decrease in scheduled rents compared to the same period in 2008.

2009/2008 Non-Same Property Revenues increased by $8.3 million or 38.5% to $29.9 million for the six months ended June 30, 2008 from $21.6 million for the six months ended June 30, 2008.  The increase was primarily due to two new communities acquired since January 1, 2008, two development communities in lease and eight communities that are in redevelopment and classified in non-same property results.

Real estate taxes increased $2.0 million or 12.0% for the six months ended June 30, 2009 compared to the six months ended June 30, 2008, primarily due to the acquisition of two new properties, the completion of two development properties and increases in real estate taxes in the Seattle Metro area.

Depreciation expense increased by $3.8 million or 7.1% for the six months ended June 30, 2009 compared to the six months ended June 30, 2008, due to the acquisition of two new communities, the completion of two development properties, and the capitalization of approximately $23.5 million in additions to rental properties for the six months ended June 30, 2009 and approximately $88.0 million of additions to rental properties, including $55.5 million spent on redevelopment and revenue generating capital expenditures during 2008.

General and administrative expense decreased $1.1 million or 8.0% for the six months ended June 30, 2009 compared to the six months ended June 30, 2008, primarily due to a workforce reduction of corporate employees in the fourth quarter of 2008.

Write-off of investment in development joint venture of $5.8 million for the six months ended June 30, 2009 related to the write-off of the Company’s investment in a predevelopment joint venture project in Southern California.

Gain on early retirement of debt was $6.1 million for the six months ended June 30, 2009 compared to $0 for the six month ended June 30, 2008, due to the repurchase of $71.3 million of 3.625% exchangeable bonds at a discount to par value.

Equity income in co-investments decreased by $6.3 million for the six months ended June 30, 2009 due primarily to the repayment of the Company’s remaining investment in the Mountain Vista, LLC joint venture for the six months ended June 30, 2008.  The Company recognized $6.3 million of preferred income resulting from the final repayment of the investment for the six months ended June 30, 2008.

 
21


Interest and other income increased by $1.1 million for the six months ended June 30, 2009 due to a variety factors including an increase in investment and interest income of approximately $2.7 million generated primarily from the $112.9 million increase in the balance of marketable securities since June 30, 2008, a $1.0 million gain generated from the sale of marketable securities, $0.6 million generated from TRS activities.  Those increases in income were partially offset by a $2.9 million decrease in lease income due to the sale of the Company’s remaining RV parks in 2008, the lease for the Cadence campus expiring in January 2009, and a decrease of structured finance income of $0.4 million for the six months ended June 30, 2009 compared to the six months ended June 30, 2008.

Income from discontinued operations for the six months ended June 30, 2009 includes operating results of the apartment communities sold in 2009 including Mountain View which was sold for a gain of $0.8 million, and Carlton Heights and Grand Regency which sold for a combined gain of $2.5 million.  Discontinued operations for the six months ended June 30, 2008 includes the operating results for the three communities sold in 2009 as well as Cardiff by the Sea, St. Cloud and Coral Gardens, which were sold in the third and fourth quarters of 2008.

Liquidity and Capital Resources

In the second quarter of 2009, Standard and Poor's (“S&P”) reaffirmed its corporate credit rating of BBB/Stable for Essex Property Trust, Inc. and Essex Portfolio L.P.

At June 30, 2009, the Company had $65.4 million of unrestricted cash and cash equivalents and $115.4 million in marketable securities held available for sale.  We believe that cash flows generated by our operations, existing cash balances, availability under existing lines of credit, access to capital markets and the ability to generate cash gains from the disposition of real estate and marketable securities held available for sale are sufficient to meet all of our reasonably anticipated cash needs during 2009.  The timing, source and amounts of cash flows provided by financing activities and used in investing activities are sensitive to changes in interest rates and other fluctuations in the capital markets environment, which can affect our plans for acquisitions, dispositions, development and redevelopment activities.

The Company has a $200.0 million unsecured line of credit and, as of June 30, 2009, there was $25.0 million outstanding balance on the line at an average interest rate of 2.6%. This facility matures in March 2010. The underlying interest rate on this line is based on a tiered rate structure tied to an S&P rating on the credit facility (currently BBB-) at LIBOR plus 0.8%.  We also have a $150.0 million credit facility from Freddie Mac, which is expandable to $250.0 million at any time until the fourth quarter of 2010 and the credit facility matures in December 2013.  This line is secured by ten apartment communities.  As of June 30, 2009, we had $140.0 million outstanding under this line of credit at an average interest rate of 1.8%. The underlying interest rate on this line is between 99 and 150 basis points over the Freddie Mac Reference Rate and the interest rate is subject to change by the lender in November 2011.  The Company’s line of credit agreements contain debt covenants related to limitations on indebtedness and liabilities, maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization and maintenance of minimum tangible net worth.  The Company was in compliance with the line of credit covenants as of June 30, 2009 and December 31, 2008.

The Company may from time to time sell shares of common stock into the existing trading market at current market prices as well as through negotiated transactions under its Controlled Equity Offering (“CEO”) program with Cantor Fitzgerald & Co. (“Cantor”).  During the first quarter of 2009 and for the six months ended June 30, 2008, no shares were sold under CEO program.  In May 2009, the Company’s Board of Directors approved the sale of up to 7.5 million shares of common stock under the CEO program.  Pursuant to this approval, the Company entered in a sales agreement with Cantor on May 6, 2009, for the sale of up to 7.5 million shares pursuant to the CEO program.   During the second quarter of 2009, pursuant to the CEO program, the Company issued 1,145,450 shares of common stock at an average price of $67.21 for $75.8 million, net of fees and commissions.

In August 2007, the Company’s Board of Directors authorized a stock repurchase plan to allow the Company to acquire shares in an aggregate of up to $200.0 million.  The program supersedes the common stock repurchase plan that Essex announced on May 16, 2001.  In February 2009, the Company repurchased 350,000 shares of common stock for $20.3 million at an average price of $57.89 per share.  Since the inception of the stock repurchase plan, the Company has repurchased and retired 816,659 shares for $66.6 million at an average price of $81.56 per share, including commissions, as of June 30, 2009.  After the Se