8-K/AOther Events

ESSEX PROPERTY TRUST, INC. 8-K/A Report (Feb 19, 2003)

Filed February 19, 2003For Securities:ESS

Summary

This 8-K filing for ESSEX PROPERTY TRUST, INC. (ESS) on February 19, 2003, provides important pro forma financial information related to the acquisition of The Sachs Portfolio, which was completed on December 17, 2002. The filing includes combined statements of revenue and certain expenses for The Sachs Portfolio for the year ended December 31, 2001, as well as pro forma condensed consolidated financial statements for ESS as of September 30, 2002, and for the nine months and year ended September 30, 2002, and December 31, 2001, respectively. The pro forma statements are crucial for investors as they present the combined financial position and results of operations as if the acquisition had occurred at the beginning of the periods presented. This allows for a more accurate assessment of the combined entity's financial performance and operational scale. Key takeaways include the impact of the acquisition on ESS's balance sheet and income statement, including assumed debt and the issuance of new common stock.

Key Highlights

  • 1The filing details the acquisition of The Sachs Portfolio by Essex Property Trust, Inc. on December 17, 2002, through a merger.
  • 2Pro forma financial statements are presented to reflect the combined financial position and results of operations as if the acquisition had occurred on September 30, 2002 (balance sheet) and January 1 of the presented years (statements of operations).
  • 3The acquisition involved Essex issuing 2,719,875 shares of its common stock and assuming/obtaining new mortgage notes payable of $126,680,000 and drawing on lines of credit of $34,598,000.
  • 4The combined statement of revenue and certain expenses for The Sachs Portfolio for the year ended December 31, 2001, shows rent revenue of $36,183,000 and revenue in excess of certain expenses of $20,865,000.
  • 5Pro forma total revenues for Essex for the nine months ended September 30, 2002, were $180,500,000, and for the year ended December 31, 2001, were $242,199,000.
  • 6Pro forma income from continuing operations for Essex was $39,694,000 for the nine months ended September 30, 2002, and $52,719,000 for the year ended December 31, 2001.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with pro forma financial information reflecting the impact of Essex Property Trust, Inc.'s acquisition of The Sachs Portfolio, which was completed on December 17, 2002. This allows for a more comprehensive understanding of the combined entity's financial position and operating results.

The acquisition significantly increased Essex's asset base, notably in rental properties. It also resulted in increased liabilities, including assumed mortgage notes payable and borrowings under lines of credit. Financially, the pro forma statements show the combined entity's revenues and expenses, providing an outlook on the merged company's profitability.

The filing includes the 'Combined Statement of Revenue and Certain Expenses' for The Sachs Portfolio for the year ended December 31, 2001, which is based on actual historical data but is presented for SEC compliance and excludes certain expenses like depreciation and taxes. The other financial statements provided are 'Pro Forma Condensed Consolidated Financial Statements' for Essex Property Trust, Inc., which adjust historical figures to show the combined company's results as if the acquisition had occurred at the beginning of the reported periods.

Pro forma financial statements are essential for investors as they offer a clearer picture of how the combined company would have performed financially had the acquisition taken place earlier. This helps in assessing the historical trends, operational synergies, and the overall financial health of the merged entity before the actual closing date of the transaction.