UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x |
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||
| For the Period Ended March 31, 2003. |
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: |
0-22569 (Irvine Apartment Communities, L.P.) |
IRVINE APARTMENT COMMUNITIES, L.P.
(Exact Name of Registrant as Specified in Its Charters)
| Delaware |
33-0587829 | |
| (State of Incorporation) |
(I.R.S. Employer Identification Number) |
550 Newport Center Drive, Suite 300, Newport Beach, California 92660
(Address of principal executive offices)
(949) 720-5500
(Registrants’ telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12 b-2).
Yes ¨ No x
Irvine Apartment Communities, L.P.
Index
| Page | ||||
| Part I |
FINANCIAL INFORMATION |
|||
| Item 1. |
Consolidated Financial Statements – Irvine Apartment Communities, L.P. |
|||
| – Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 |
1 | |||
| – Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002 |
2 | |||
| 3 | ||||
| – Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 |
4 | |||
| 5 | ||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
9 | ||
| Item 3. |
14 | |||
| Item 4. |
14 | |||
| Part II |
15 | |||
| Item 1. |
15 | |||
| Item 2. |
15 | |||
| Item 3. |
15 | |||
| Item 4. |
15 | |||
| Item 5. |
15 | |||
| Item 6. |
15 | |||
| 16 | ||||
| 17 |
Irvine Apartment Communities, L.P.
| (in thousands) |
March 31, 2003 |
December 31, 2002 |
||||||
| (unaudited) |
||||||||
| Assets |
||||||||
| Real estate |
||||||||
| Land |
$ |
465,652 |
|
$ |
465,652 |
| ||
| Buildings and improvements |
|
2,097,485 |
|
|
2,096,275 |
| ||
|
|
2,563,137 |
|
|
2,561,927 |
| |||
| Accumulated depreciation |
|
(516,220 |
) |
|
(501,046 |
) | ||
|
|
2,046,917 |
|
|
2,060,881 |
| |||
| Under development, including land |
|
30,240 |
|
|
24,075 |
| ||
|
|
2,077,157 |
|
|
2,084,956 |
| |||
| Cash and cash equivalents |
|
3,085 |
|
|
8,913 |
| ||
| Restricted cash |
|
1,277 |
|
|
1,250 |
| ||
| Deferred financing costs, net |
|
8,089 |
|
|
8,457 |
| ||
| Advances to affiliate |
|
23,500 |
|
|
51,300 |
| ||
| Other assets |
|
7,415 |
|
|
17,112 |
| ||
| $ |
2,120,523 |
|
$ |
2,171,988 |
| |||
| Liabilities |
||||||||
| Mortgages and notes payable |
$ |
1,059,178 |
|
$ |
1,072,643 |
| ||
| Accounts payable and accrued liabilities |
|
48,944 |
|
|
38,224 |
| ||
| Advances from affiliate |
|
— |
|
|
50,000 |
| ||
| Security deposits |
|
13,792 |
|
|
13,363 |
| ||
|
|
1,121,914 |
|
|
1,174,230 |
| |||
| Partners’ Capital |
||||||||
| General Partner, 23,145 common partnership units at March 31, 2003 and December 31, 2002 |
|
805,366 |
|
|
804,954 |
| ||
| Common Limited Partner, 25,027 common partnership units at March 31, 2003 and December 31, 2002 |
|
193,243 |
|
|
192,804 |
| ||
|
|
998,609 |
|
|
997,758 |
| |||
| $ |
2,120,523 |
|
$ |
2,171,988 |
| |||
See accompanying notes.
Page 1
Irvine Apartment Communities, L.P.
Consolidated Statements of Operations
| Three Months Ended March 31, | ||||||
| (unaudited, in thousands) |
2003 |
2002 | ||||
| Revenues |
||||||
| Rental income |
$ |
79,936 |
$ |
76,812 | ||
| Other income |
|
2,018 |
|
2,189 | ||
| Interest income |
|
162 |
|
94 | ||
|
|
82,116 |
|
79,095 | |||
| Expenses |
||||||
| Property expenses |
|
21,771 |
|
21,045 | ||
| Real estate taxes |
|
6,802 |
|
6,475 | ||
| Interest expense, net |
|
16,844 |
|
16,994 | ||
| Depreciation and amortization |
|
15,280 |
|
16,218 | ||
| General and administrative |
|
1,368 |
|
1,475 | ||
|
|
62,065 |
|
62,207 | |||
| Income before Redeemable Preferred Interests |
|
20,051 |
|
16,888 | ||
| Redeemable preferred interests |
|
— |
|
3,094 | ||
| Net Income |
$ |
20,051 |
$ |
13,794 | ||
| Allocation of Net Income: |
||||||
| General Partner |
$ |
9,637 |
$ |
6,157 | ||
| Common Limited Partner |
$ |
10,414 |
$ |
7,637 | ||
See accompanying notes.
Page 2
Irvine Apartment Communities, L.P.
Consolidated Statements of Changes in Partners’ Capital
| (unaudited, in thousands) |
Irvine Apartment Communities LLC |
The Irvine Company |
Total |
|||||||||
| Partners’ Capital |
||||||||||||
| Balance at January 1, 2002 |
$ |
634,094 |
|
$ |
166,928 |
|
$ |
801,022 |
| |||
| Net income |
|
6,157 |
|
|
7,637 |
|
|
13,794 |
| |||
| Distributions |
|
(14,060 |
) |
|
(17,440 |
) |
|
(31,500 |
) | |||
| Balance at March 31, 2002 |
$ |
626,191 |
|
$ |
157,125 |
|
$ |
783,316 |
| |||
| Balance at January 1, 2003 |
$ |
804,954 |
|
$ |
192,804 |
|
$ |
997,758 |
| |||
| Net income |
|
9,637 |
|
|
10,414 |
|
|
20,051 |
| |||
| Distributions |
|
(9,225 |
) |
|
(9,975 |
) |
|
(19,200 |
) | |||
| Balance at March 31, 2003 |
$ |
805,366 |
|
$ |
193,243 |
|
$ |
998,609 |
| |||
See accompanying notes.
Page 3
Irvine Apartment Communities, L.P.
Consolidated Statements of Cash Flows
| Three Months Ended March 31, |
||||||||
| (unaudited, in thousands) |
2003 |
2002 |
||||||
| Cash Flows from Operating Activities |
||||||||
| Net income |
$ |
20,051 |
|
$ |
13,794 |
| ||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Amortization of deferred financing costs |
|
368 |
|
|
404 |
| ||
| Depreciation and amortization |
|
15,280 |
|
|
16,218 |
| ||
| Redeemable preferred interest |
|
— |
|
|
3,094 |
| ||
| Increase (decrease) in cash attributable to changes in operating assets and liabilities: |
||||||||
| Restricted cash |
|
(27 |
) |
|
(75 |
) | ||
| Other assets |
|
9,591 |
|
|
7,504 |
| ||
| Accounts payable and accrued liabilities |
|
11,976 |
|
|
14,600 |
| ||
| Security deposits |
|
429 |
|
|
264 |
| ||
| Net Cash Provided by Operating Activities |
|
57,668 |
|
|
55,803 |
| ||
| Cash Flows from Investing Activities |
||||||||
| Capital improvements to operating real estate assets |
|
(516 |
) |
|
(289 |
) | ||
| Capital investments in real estate assets |
|
(8,095 |
) |
|
(17,072 |
) | ||
| Net Cash Used in Investing Activities |
|
(8,611 |
) |
|
(17,361 |
) | ||
| Cash Flows from Financing Activities |
||||||||
| Proceeds from mortgages and notes payable |
|
— |
|
|
1,724 |
| ||
| Payments on mortgages and notes payable |
|
(13,485 |
) |
|
(2,230 |
) | ||
| Advances to affiliate |
|
(68,900 |
) |
|
— |
| ||
| Payments from affiliate |
|
96,700 |
|
|
— |
| ||
| Advances from affiliate |
|
— |
|
|
29,200 |
| ||
| Payments to affiliate |
|
(50,000 |
) |
|
(30,300 |
) | ||
| Distributions to redeemable preferred limited partner unit holders |
|
— |
|
|
(3,094 |
|||