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EX-11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS - BRE PROPERTIES INC /MD/d235269dex11.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 - BRE PROPERTIES INC /MD/d235269dex322.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - BRE PROPERTIES INC /MD/d235269dex312.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 - BRE PROPERTIES INC /MD/d235269dex321.htm
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EX-12 - STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES - BRE PROPERTIES INC /MD/d235269dex12.htm
Table of Contents

 

 

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

September 30, 2011 For the quarterly period ended September 30, 2011

OR

 

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

Commission file number 1-14306

 

 

BRE PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   94-1722214

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

525 Market Street

4th Floor

San Francisco, CA

  94105-2712
(Address of Principal Executive Offices)   (Zip Code)

(415) 445-6530

(Registrant’s Telephone Number, Including Area Code)

N/A

(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.    x  Yes    ¨  No

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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.

 

Large Accelerated Filer   x    Accelerated Filer   ¨
Non-Accelerated Filer   ¨ (Do not check if a smaller reporting company)    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    x  No

Number of shares of common stock outstanding as of October 31, 2011                    75,306,628

 

 

 


Table of Contents

BRE PROPERTIES, INC.

INDEX TO FORM 10-Q

September 30, 2011

 

     Page No.  
PART I FINANCIAL INFORMATION   

ITEM 1. Financial Statements:

  

Consolidated Balance Sheets – September 30, 2011 (unaudited) and December 31, 2010

     3   

Consolidated Statements of Income (unaudited) – three months ended September 30, 2011 and 2010

     4   

Consolidated Statements of Income (unaudited) – nine months ended September 30, 2011 and 2010

     5   

Consolidated Statements of Cash Flows (unaudited) – nine months ended September 30, 2011 and 2010

     6-7   

Condensed Notes to Consolidated Financial Statements (unaudited)

     8-15   

ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

     15-25   

ITEM 3: Quantitative and Qualitative Disclosures About Market Risk

     25   

ITEM 4: Controls and Procedures

     26   
PART II OTHER INFORMATION   

ITEM 1: Legal Proceedings

     27   

ITEM 1A: Risk Factors

     27   

ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds

     27   

ITEM 3: Defaults Upon Senior Securities

     27   

ITEM 4: (Removed and Reserved)

     27   

ITEM 5: Other Information

     27   

ITEM 6: Exhibits

     28   

SIGNATURES

     29   

EXHIBIT INDEX

     30   


Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1 - Financial Statements.

BRE Properties, Inc.

Consolidated Balance Sheets

(Amounts in thousands, except share data)

 

     September 30,
2011
    December 31,
2010
 
     (unaudited)        

Assets

    

Real estate portfolio:

    

Direct investments in real estate:

    

Investments in rental properties

   $ 3,660,343      $ 3,464,466   

Construction in progress

     58,644        29,095   

Less: accumulated depreciation

     (717,474     (640,456
  

 

 

   

 

 

 
     3,001,513        2,853,105   

Equity investment in real estate joint ventures

     66,753        61,132   

Land under development

     247,553        183,291   
  

 

 

   

 

 

 

Total real estate portfolio

     3,315,819        3,097,528   

Cash

     6,616        6,357   

Other assets

     48,201        52,362   
  

 

 

   

 

 

 

Total assets

   $ 3,370,636      $ 3,156,247   
  

 

 

   

 

 

 

Liabilities and Shareholders’ Equity

    

Liabilities:

    

Unsecured senior notes

   $ 724,851      $ 773,076   

Unsecured line of credit

     155,000        209,000   

Mortgage loans payable

     809,256        810,842   

Accounts payable and accrued expenses

     53,232        52,070   
  

 

 

   

 

 

 

Total liabilities

     1,742,339        1,844,988   
  

 

 

   

 

 

 

Redeemable noncontrolling interests

     33,771        34,866   

Shareholders’ equity:

    

Preferred stock, $0.01 par value; 20,000,000 shares authorized; 2,159,715 and 7,000,000 shares with $25 liquidation preference issued and outstanding at September 30, 2011 and December 31, 2010, respectively

     22        70   

Common stock, $0.01 par value, 100,000,000 shares authorized; 75,265,831 and 64,675,815 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively

     753        647   

Additional paid-in capital

     1,807,279        1,441,048   

Cumulative dividends in excess of accumulated net income

     (213,528     (165,372
  

 

 

   

 

 

 

Total shareholders’ equity

     1,594,526        1,276,393   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 3,370,636      $ 3,156,247   
  

 

 

   

 

 

 

See condensed notes to unaudited consolidated financial statements.

 

3


Table of Contents

BRE Properties, Inc.

Consolidated Statements of Income (unaudited)

(Amounts in thousands, except per share data)

 

     For the Three Months Ended
September 30,
 
         2011              2010      

Revenues

     

Rental income

   $ 93,042       $ 83,752   

Ancillary income

     3,605         3,436   
  

 

 

    

 

 

 

Total revenues

     96,647         87,188   
  

 

 

    

 

 

 

Expenses

     

Real estate

     31,535         28,337   

Provision for depreciation

     25,931         23,209   

Interest

     18,374         21,639   

General and administrative

     5,678         5,015   

Other expenses

     149         2,391   
  

 

 

    

 

 

 

Total expenses

     81,667         80,591   
  

 

 

    

 

 

 

Other income

     677         741   
  

 

 

    

 

 

 

Income before noncontrolling interests, income from investments in unconsolidated entities and discontinued operations

     15,657         7,338   

Income from unconsolidated entities

     791         520   

Gain on sale of real estate joint venture

     2,248         —     
  

 

 

    

 

 

 

Income from continuing operations

     18,696         7,858   

Income from discontinued operations, net

     —           1,862   

Net gain on sales of discontinued operations

     —           13,203   
  

 

 

    

 

 

 

Income from discontinued operations

     —           15,065   
  

 

 

    

 

 

 

Net income

     18,696         22,923   
  

 

 

    

 

 

 

Redeemable noncontrolling interest in income

     332         365   
  

 

 

    

 

 

 

Net income attributable to controlling interests

     18,364         22,558   

Redemption related preferred stock issuance cost, net of discount on repurchase

     155         —     

Dividends attributable to preferred stock

     1,138         2,953   
  

 

 

    

 

 

 

Net income available to common shareholders

   $ 17,071       $ 19,605   
  

 

 

    

 

 

 

Per common share data – Basic

     

Income from continuing operations (net of preferred dividends and redeemable noncontrolling interest in income)

   $ 0.23       $ 0.07   

Income from discontinued operations

   $ 0.00       $ 0.23   
  

 

 

    

 

 

 

Net income available to common shareholders

   $ 0.23       $ 0.30   
  

 

 

    

 

 

 

Weighted average common shares outstanding – basic

     74,965         64,050   
  

 

 

    

 

 

 

Per common share data – Diluted

     

Income from continuing operations (net of preferred dividends and redeemable noncontrolling interest in income)

   $ 0.23       $ 0.07   

Income from discontinued operations

   $ 0.00       $ 0.23   
  

 

 

    

 

 

 

Net income available to common shareholders

   $ 0.23       $ 0.30   
  

 

 

    

 

 

 

Weighted average common shares outstanding – diluted

     75,390         64,430   
  

 

 

    

 

 

 

Dividends declared and paid per common share

   $ 0.3750       $ 0.3750   
  

 

 

    

 

 

 

See condensed notes to unaudited consolidated financial statements

 

4


Table of Contents

BRE Properties, Inc.

Consolidated Statements of Income (unaudited)

(Amounts in thousands, except per share data)

 

     For the Nine Months Ended
September 30,
 
         2011              2010      

Revenues

     

Rental income

   $ 270,295       $ 243,118   

Ancillary income

     10,417         9,680   
  

 

 

    

 

 

 

Total revenues

     280,712         252,798   
  

 

 

    

 

 

 

Expenses

     

Real estate

     90,994         82,622   

Provision for depreciation

     78,268         67,560   

Interest

     56,861         63,465   

General and administrative

     16,071         15,454   

Other expenses

     402         5,087   
  

 

 

    

 

 

 

Total expenses

     242,596         234,188   
  

 

 

    

 

 

 

Other income

     1,878         2,254   

Net (loss) from extinguishment of debt

     —           (558
  

 

 

    

 

 

 

Income before noncontrolling interests, income from investments in unconsolidated entities and discontinued operations

     39,994         20,306   

Income from unconsolidated entities

     2,162         1,593   

Gain on sale of real estate joint venture

     2,248         —     
  

 

 

    

 

 

 

Income from continuing operations

     44,404         21,899   

Income from discontinued operations, net

     —           4,616   

Net gain on sales of discontinued operations

     —           24,885   
  

 

 

    

 

 

 

Income from discontinued operations

     —           29,501   
  

 

 

    

 

 

 

Net income

     44,404         51,400   
  

 

 

    

 

 

 

Redeemable noncontrolling interest in income

     1,003         1,111   
  

 

 

    

 

 

 

Net income attributable to controlling interests

     43,401         50,289   

Redemption related preferred stock issuance cost, net of discount on repurchase

     3,771         —     

Dividends attributable to preferred stock

     6,744         8,859   
  

 

 

    

 

 

 

Net income available to common shareholders

   $ 32,886       $ 41,430   
  

 

 

    

 

 

 

Per common share data – Basic

     

Income from continuing operations (net of preferred dividends and redeemable noncontrolling interest in income)

   $ 0.47       $ 0.20   

Income from discontinued operations

   $ 0.00       $ 0.48   
  

 

 

    

 

 

 

Net income available to common shareholders

   $ 0.47       $ 0.68   
  

 

 

    

 

 

 

Weighted average common shares outstanding – basic

     69,950         60,510   
  

 

 

    

 

 

 

Per common share data – Diluted

     

Income from continuing operations (net of preferred dividends and redeemable noncontrolling interest in income)

   $ 0.47       $ 0.20   

Income from discontinued operations

   $ 0.00       $ 0.48   
  

 

 

    

 

 

 

Net income available to common shareholders

   $ 0.47       $ 0.68   
  

 

 

    

 

 

 

Weighted average common shares outstanding – diluted

     70,400         60,940   
  

 

 

    

 

 

 

Dividends declared and paid per common share

   $ 1.1250       $ 1.1250   
  

 

 

    

 

 

 

See condensed notes to unaudited consolidated financial statements

 

5


Table of Contents

BRE Properties, Inc.

Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands)

 

     For the Nine Months Ended
September 30,
 
         2011             2010      

Cash flows from operating activities:

    

Net income

   $ 44,404      $ 51,400   

Adjustments to reconcile net income to net cash flows generated by operating activities:

    

Non cash interest on convertible debt

     248        4,519   

Gain on sale of discontinued operations

     —          (24,885

Gain on sale of real estate joint venture

     (2,248 )     —     

Net loss on extinguishment of debt

     —          558   

Income from unconsolidated entities

     (2,162     (1,593

Distributions of earnings from unconsolidated entities

     2,919        2,630   

Provision for depreciation

     78,268        67,560   

Provision for depreciation from discontinued operations

     —          2,485   

Non cash stock based compensation expense

     3,450        3,637   

Other assets

     3,010        5,637   

Accounts payable and accrued expenses

     (751     (2,343
  

 

 

   

 

 

 

Net cash flows provided by operating activities

     127,138        109,605   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Acquisitions of operating real estate properties

     (170,127     (259,067

Additions to land under development

     (63,624     (32,914

Additions to direct investment construction in progress

     (28,292     (18,893

Rehabilitation expenditures and other

     (8,888     (4,144

Capital expenditures

     (15,129     (16,049

Capital improvement to real estate joint ventures

     (124     (94

Capital contribution to equity investment in real estate joint ventures

     (8,624     —     

Proceeds from sales of rental property and real estate joint ventures, net of closing

     4,547       134,829   

Additions to furniture, fixtures and equipment

     (28     —     
  

 

 

   

 

 

 

Net cash flows used in investing activities

     (290,289     (196,332
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Principal payments on mortgage loans

     (1,586     (1,651

Repayment of unsecured notes

     (48,545     (45,579

Proceeds from new mortgage loans, net

     —          28,350   

Proceeds from new unsecured notes, net

     —          297,477   

Lines of credit:

    

Advances

     398,000        360,000   

Repayments

     (452,000     (648,000

Cash dividends paid to common shareholders

     (81,042     (69,344

Cash dividends paid to preferred shareholders

     (6,744     (8,859

Distributions to redeemable noncontrolling interests

     (689     (796

Distributions to other redeemable noncontrolling interests

     (314     (315

Exercises of stock options, net

     5,992        15,959   

Shares retired for tax withholding

     (2,453     (2,317

Redeemable noncontrolling interest redemption activity

     (431     (2,129

Proceeds from dividend reinvestment plan

     795        643   

Redemption of preferred stock

     (120,444     —     

Proceeds from issuance of common shares, net

     472,871        263,441   
  

 

 

   

 

 

 

Net cash flows provided by financing activities

     163,410        186,880   
  

 

 

   

 

 

 

Increase in cash

     259        100,153   

Cash balance at beginning of period

     6,357        5,656   
  

 

 

   

 

 

 

Cash balance at end of period

   $ 6,616      $ 105,809   

 

6


Table of Contents

BRE Properties, Inc.

Consolidated Statements of Cash Flows Cont. (unaudited)

(Amounts in thousands)

 

     For the Nine Months Ended September 30,  
         2011             2010      

Supplemental disclosure of non cash activities:

    

Transfers of construction in progress to investments in rental properties

   $ —        $ 119,698   
  

 

 

   

 

 

 

Transfer of net investment in rental properties to held for sale

   $ —        $ 111,785   
  

 

 

   

 

 

 

Change in accrued improvements to direct investments in real estate

   $ 972      $ 296   
  

 

 

   

 

 

 

Change in accrued development costs for construction in progress and land under development

   $ (2,885   $ 3,062   
  

 

 

   

 

 

 

Change in noncontrolling interest units exchanged for shares of common stock

   $ —        $ 2,049   
  

 

 

   

 

 

 

Change in market value of redeemable noncontrolling interests

   $ (852   $ 5,179   
  

 

 

   

 

 

 

Mortgage note assumed in acquisition of real estate property

   $ —        $ 32,500   
  

 

 

   

 

 

 

Change in redemption related preferred stock issuance cost, net of discount on repurchase

   $ 3,771      $ —     
  

 

 

   

 

 

 

See condensed notes to unaudited consolidated financial statements.

 

7


Table of Contents

BRE Properties, Inc.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

September 30, 2011

NOTE A – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in the consolidated financial statements have been omitted. The consolidated balance sheet at December 31, 2010 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2010 of BRE Properties, Inc. (the “Company” or “BRE”). In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments only) necessary for a fair presentation of the Company’s consolidated financial statements for the interim periods presented.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE B – UPDATE OF SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investments in Rental Properties

Rental properties are recorded at cost, less accumulated depreciation, less an adjustment, if any, for impairment. Costs associated with the purchase of operating communities are allocated between land, building, personal property and intangibles when applicable, based on their relative fair value in accordance with Financial Accounting Standards Board (FASB) business combination guidance. Land value is assigned based on the purchase price if land is acquired separately, or estimated fair market value based upon market comparables if acquired in a merger or in an operating community acquisition.

Where possible, the Company stages its construction to allow leasing and occupancy during the construction period, which BRE believes minimizes the duration of the lease-up period following completion of construction. The Company’s accounting policy related to properties in the development and leasing phase is to expense all operating expenses associated with completed apartment units, including costs associated with the lease up of the development. Projects under development are carried at cost, including direct and indirect costs incurred to ready the assets for their intended use and which are specifically identifiable, including interest and property taxes until units are placed in service. Interest is capitalized on the construction in progress at a rate equal to the Company’s weighted average cost of debt. The Company has a development group which manages the design, development and construction of apartment communities. Project costs related to the development and construction of apartment communities (including interest and related loan fees, property taxes, and other direct costs including municipal fees, permits, architecture, engineering and other professional fees) are capitalized as a cost of the project. Indirect development costs, including salaries and benefits, office rent, and associated costs for those individuals directly responsible for development activities are also capitalized and allocated to the projects to which they relate. Capitalized payroll totaled approximately $5,164,000 and $4,329,000 for the nine month periods ended September 30, 2011 and September 30, 2010, respectively. Indirect costs not related to development and construction activity are expensed as incurred. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that increase the value of the property or extend its useful life are capitalized.

Direct investment development projects are considered placed in service as certificates of occupancy are issued and the units become ready for occupancy. Depreciation begins as units are placed in service. Land acquired for development is capitalized and reported as “Land under development” until the development plan for the land is finalized. Once the development plan is finalized and construction contracts are signed, the costs are transferred to the balance sheet line item “Construction in progress.”

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 35 to 40 years for buildings and three to ten years for other property. The determination as to whether expenditures should be capitalized or expensed, and the period over which depreciation is recognized, requires management’s judgment.

In accordance with FASB guidance on accounting for the impairment or disposal of long-lived assets, investments in real estate are periodically evaluated for indicators of impairment. The evaluation of impairment and the determination of estimated fair value is based on several factors, and future events could occur which would cause management to conclude that indicators of impairment exist and a reduction in carrying value to estimated fair value is warranted. There were no assets for which an adjustment for impairment in value was made in 2011 or 2010.

 

8


Table of Contents

The guidance also requires that the results of operations of any communities that have been sold, or otherwise qualify as held for sale, be presented as discontinued operations in the Company’s consolidated financial statements in all periods presented. The community specific real estate classified as held for sale is stated at the lower of its carrying amount or estimated fair value less disposal costs. Depreciation is not recorded on assets once classified as held for sale.

NOTE C – STOCK-BASED COMPENSATION

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period. The cost related to stock-based compensation included in the determination of consolidated net income for the nine months ended September 30, 2011 and 2010 includes all awards outstanding and vesting during these periods.

Stock based compensation awards under BRE’s plans vest over periods ranging from one to four years. At September 30, 2011, compensation cost related to unvested awards not yet recognized totaled approximately $12,782,000 and the weighted average period over which it is expected to be recognized is 2.3 years. During the nine months ended September 30, 2011, 151,066 restricted shares were awarded and 167,359 restricted shares vested. During the nine months ended September 30, 2011, options for 66,996 shares of stock were awarded and options for 199,501 shares of stock were exercised.

NOTE D – CONSOLIDATION OF VARIABLE INTEREST ENTITIES

Arrangements that are not controlled through voting or similar rights are reviewed under the accounting guidance for variable interest entities, or “VIEs.” A company is required to consolidate the assets, liabilities and operations of a VIE if it is determined to be the primary beneficiary of the VIE.

In June 2009, the FASB changed the consolidation analysis for VIEs to require a qualitative analysis to determine the primary beneficiary of the VIE. The determination of the primary beneficiary of a VIE is based on whether the entity has the power to direct matters which most significantly impact the activities of the VIE and has the obligation to absorb losses, or the right to receive benefits, of the VIE which could potentially be significant to the VIE. The guidance requires an ongoing reconsideration of the primary beneficiary and also amends the events triggering a reassessment. The guidance was effective for the Company beginning January 1, 2010.

Under the guidance, an entity is a VIE and subject to consolidation, if by design a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that its joint venture LLCs are not VIEs. The Company further reviewed the management fees paid to it by its joint ventures and determined that they do not create variable interests in the entities. As of September 30, 2011, the Company had two land purchase options outstanding and determined that although they are generally viewed as VIEs, BRE does not have the power to direct matters which most significantly impact the activities of the land parcels or the owners of the land, and therefore, consolidation under the guidance is not appropriate.

Under applicable accounting guidance, the managing member of a limited liability company, or LLC, is presumed to control the joint venture LLCs and must prove non-managing member(s) have certain rights that preclude the managing member from exercising unilateral control. The Company has reviewed its control as the managing partner of the Company’s joint venture assets and concluded that it does not have control over any of the LLCs managed by the Company. The Company has applied the equity method of accounting to its investments in joint ventures.

BRE consolidates entities not deemed to be VIEs that it has the ability to control. The accompanying consolidated financial statements include the accounts of the Company, the Operating Company and other controlled subsidiaries. At September 30, 2011, BRE owned 95% of the Operating Company. All significant intercompany balances and transactions have been eliminated in consolidation.

NOTE E – REAL ESTATE PORTFOLIO

FASB guidance on property acquisitions requires the acquiring entity in a business combination to recognize the fair value of assets acquired and liabilities assumed in the transaction and recognize contingent consideration arrangements and pre-acquisition loss and gain contingencies at their acquisition-date fair value. The acquirer is required to expense, as incurred, acquisition related transaction costs. BRE expenses costs associated with the pursuit of potential acquisitions to General and Administrative expenses. Once an acquisition is probable the costs are categorized and expensed in Other expenses.

 

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Acquisitions

Costs associated with the purchase of operating communities are allocated to land, building, personal property and intangibles based on their fair values in accordance with FASB business combination guidance.

On August 12, 2011, the Company purchased Lafayette Highlands, an operating community totaling 151 units, located in Lafayette, California for an aggregate purchase price of $48,750,000. The property was completed in 1973, fully renovated in 2007 and was 95% occupied on the acquisition date.

On May 31, 2011, the Company purchased The Landing at Jack London Square, an operating community totaling 282 units, located in Oakland, California for an aggregate purchase price of $64,900,000. The property was completed in 2001 and was 95% occupied on the acquisition date.

On April 13, 2011, the Company acquired two parcels of land for future development in San Francisco, California’s Mission Bay district for a purchase price of $41,400,000.

On March 21, 2011, the Company purchased a 4.4 acre site contiguous to its existing Park Viridian operating community and its existing second phase land site in Anaheim, California for a purchase price of $5,100,000.

On February 18, 2011, the Company purchased The Vistas of West Hills, an operating community totaling 220 units, located in Valencia, California, for an aggregate purchase price of $56,500,000. The property was completed in June 2009 and was 75% occupied on the acquisition date.

During 2010, the Company acquired four communities totaling 1,037 units: Allure at Scripps Ranch, with 194 units, located in San Diego, California; Museum Park, with 117 units, located in San Jose, California; Fountains at River Oaks, with 226 units, located in San Jose, California; and Aqua Marina Del Rey, with 500 units, located in Marina Del Rey, California. In connection with the acquisition of Fountains at River Oaks, the Company assumed an existing $32,500,000 secured mortgage loan, with a fixed interest rate of 5.74% that is scheduled to mature in 2019. The aggregate investment in these four communities was $292,100,000. In addition to the communities, the Company purchased one land parcel for future development of 280 units, in Sunnyvale, California for $19,000,000.

Discontinued operations and dispositions

The results of operations for properties sold during the period or designated as held for sale at the end of the period are required to be classified as discontinued operations if deemed a component of an entity. The property-specific components of net earnings that are classified as discontinued operations include operating results, depreciation expense recognized prior to the classification as held for sale, and the net gain or loss on disposal. The Company records interest to discontinued operations to the extent that the property was encumbered.

At September 30, 2011, the Company had no assets classified as held for sale.

On August 10, 2011, the Company sold a joint venture asset, The Landing at Bear Creek, a 224 unit joint venture community, located in Lakewood, Colorado. The Company had a 15% equity ownership in the community and as a result recorded a return of capital of approximately $2,300,000 and recognized a gain on the sale of approximately $2,248,000.

During 2010, the Company sold four communities totaling 1,530 units: Montebello, with 248 units located in Seattle, Washington; Boulder Creek, a 264 unit property located in Riverside, California; Pinnacle Riverwalk, a 714 unit property located in Riverside, California; and Parkside Village, a 304 unit property located in Riverside, California. The approximate gross proceeds from sales of the four communities were $167,327,000, resulting in a net gain of approximately $40,111,000.

For the quarter and nine months ended September 30, 2011, respectively, there were no results generated by discontinued operations as there were no assets sold or held for sale during the quarter or nine month period. For the quarter ended September 30, 2010, the combined results of the four properties sold during 2010 were included in the discontinued operations line on the consolidated statement of income and totaled approximately $15,065,000. For the nine months ended September 30, 2010, the combined results of the four properties sold during 2010 were included in the discontinued operations line on the consolidated statement of income and totaled approximately $29,501,000.

 

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The following is a breakdown of the combined results of operations for the operating apartment communities included in discontinued operations:

 

     For the Three Months Ended
September 30,
    For the Nine Months Ended
September 30,
 
(amounts in thousands)        2011              2010             2011              2010      

Rental and ancillary income

   $ —         $ 3,410      $ —         $ 11,573   

Real estate expenses

     —           (1,376     —           (4,472

Provision for depreciation

     —           (172     —           (2,485
  

 

 

    

 

 

   

 

 

    

 

 

 

Income from discontinued operations,

   $ —         $ 1,862      $ —         $ 4,616   
  

 

 

    

 

 

   

 

 

    

 

 

 

Gain on sales, net

   $ —         $ 13,203      $ —         $ 24,885   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total discontinued operations

   $ —         $ 15,065      $ —         $ 29,501   
  

 

 

    

 

 

   

 

 

    

 

 

 

NOTE F – EQUITY

On August 15, 2011, the Company purchased 840,285 shares of 6.75% Series D Cumulative Redeemable Preferred Stock at a price of $24.33 per share on the open market, a $0.67 discount to par resulting in a non cash return from preferred shareholders of $563,000. In addition, the initial issuance costs associated with these shares totaling $718,000 were charged to retained earnings during the third quarter of 2011. The net effect of the activity was a $155,000 charge to retained earnings for the three months ending September 30, 2011. As of September 30, 2011, 2,159,715 shares of 6.75% Series D Cumulative Redeemable Preferred Stock remain outstanding.

On June 13, 2011, the Company redeemed all 4,000,000 shares of 6.75% Series C Cumulative Redeemable Preferred Stock at a redemption price of $25.34688 per share. The redemption price was equal to the original issuance price of $25.00 per share, plus accrued and unpaid dividends to the redemption date. The initial issuance costs totaling approximately $3,616,000 associated with this series of perpetual preferred stock were charged to retained earnings during the second quarter of 2011.

On May 11, 2011, the Company completed an equity offering of 9,200,000 common shares, including shares issued to cover over-allotments, at $48.00 per share before deducting the underwriting discount. Total gross proceeds from this offering were approximately $423,936,000. The Company used the net proceeds from the offering for general corporate purposes, which included redeeming its 6.75% Series C Cumulative Redeemable Preferred Stock, a portion of its 6.75% Series D Cumulative Redeemable Preferred stock and to repay borrowings under its unsecured line of credit.

On February 24, 2010, the Company entered into Equity Distribution Agreements (EDAs) under which the Company may issue and sell from time to time through or to its sales agents shares of its common stock having an aggregate offering price of up to $250,000,000. During the quarter ended September 30, 2011, 514,452 shares were issued under the EDAs, with an average share price of $48.60 for total gross proceeds of approximately $25,000,000. During the quarter ended March 31, 2011, 545,348 shares were issued under the EDAs, with an average share price of $45.84 for total gross proceeds of approximately $25,000,000. During the nine months ended September 30, 2010, no shares were issued under the EDAs. During the year ended December 31, 2010, 581,055 shares were issued under the EDAs, with an average share price of $43.02 for total gross proceeds of approximately $25,000,000. The Company intends to use any net proceeds from the sale of our shares under the EDAs for general corporate purposes.

On April 7, 2010, the Company completed an equity offering of 8,050,000 common shares, including shares issued to cover over-allotments, at $34.25 per share. Total gross proceeds from this offering were approximately $275,713,000. The Company used the net proceeds from the offering for general corporate purposes.

On April 26, 2007, the Company’s Board of Directors authorized BRE to purchase an aggregate of up to $100,000,000 of its shares of common stock. As of November 4, 2011, the Company had not purchased any shares under this authorization.

During the nine months ended September 30, 2011, 312,849 net shares of common stock were issued under the Company’s stock-based compensation plans, 17,367 shares of common stock were issued under the Company’s direct stock purchase and dividend reinvestment plan and 9,011 operating company units were exchanged for cash.

 

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Consolidated Statements of Stockholders Equity- Rollforward for nine months ended September 30, 2011

(Dollar amounts in thousands, except share and per share data)

 

Common Stock Shares

  

September 30,

2011

 

Balance at beginning of year

     64,675,815   

Common stock issuance

     10,259,800   

Stock options exercised, net of shares tendered

     199,501   

Vested restricted shares, net of shares tendered

     113,348   

Shares issued pursuant to dividend reinvestment plan

     17,367   
  

 

 

 

Balance at end of period

     75,265,831   
  

 

 

 

Preferred stock shares

  

Balance at beginning of year

     7,000,000   

Preferred stock redemption

     (4,840,285
  

 

 

 

Balance at end of period

     2,159,715   
  

 

 

 

Common stock

  

Balance at beginning of year

   $ 647   

Common stock issuance

     103   

Stock options exercised

     2   

Vested restricted shares

     1   
  

 

 

 

Balance at end of period

   $ 753   
  

 

 

 

Preferred stock

  

Balance at beginning of year

   $ 70   

Preferred stock redemption

     (48
  

 

 

 

Balance at end of period

   $ 22   
  

 

 

 

Additional paid-in capital

  

Balance at beginning of year

   $ 1,441,048   

Common stock issuance, net

     472,769   

Preferred stock redemption, net of discount on repurchase

     (116,625

Stock options exercised, net of shares tendered

     5,991   

Noncontrolling interests converted for cash

     (188

Change in redemption value on redeemable noncontrolling interests

     852   

Shares retired for tax withholding

     (2,453

Stock based compensation

     5,091   

Dividend reinvestment plan

     794   
  

 

 

 

Balance at end of period

   $ 1,807,279   
  

 

 

 

Cumulative dividends in excess of accumulated net income

  

Balance at beginning of year

   $ (165,372

Net income

     44,404   

Preferred stock redemption charge, net of discount on repurchase

     (3,771

Cash dividends declared to common shareholders

     (81,042

Cash dividends declared to preferred shareholders

     (6,744

Redeemable noncontrolling interest in income

     (1,003
  

 

 

 

Balance at end of period

   $ (213,528
  

 

 

 

Redeemable noncontrolling interests

  

Balance at beginning of year

   $ 34,866   

Redeemable noncontrolling interests in income

     1,003   

Noncontrolling interests converted for cash

     (243

Distributions to redeemable noncontrolling interests

     (1,003

Change in redemption value of redeemable noncontrolling interests

     (852
  

 

 

 

Balance at end of period

   $ 33,771   
  

 

 

 

 

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Table of Contents

NOTE G – LEGAL MATTERS

The Company is involved in various legal actions arising in the ordinary course of business for which material losses, if any, are expected to be covered under the Company’s insurance policies. As of September 30, 2011, the risk of material loss from such legal actions impacting the Company’s financial condition or results from operations has been assessed as remote.

NOTE H – DEBT

During January 2011, the Company paid off the remaining aggregate principal amount of $48,545,000 of its 7.450% senior notes as they matured.

The Company maintains a revolving credit facility of $750,000,000, which matures in September 2012. Based on the Company’s current debt ratings, the line of credit accrues interest at LIBOR plus 47.5 basis points. In addition, the Company pays a 15 basis point annual facility fee on the capacity of the facility. There was $155,000,000 in borrowings under the revolving unsecured line of credit at September 30, 2011, compared to $209,000,000 at December 31, 2010. Borrowings under the credit facility are used to fund acquisition and development activities as well as for general corporate purposes. The Company typically reduces its outstanding balance on the revolving unsecured line of credit with available cash balances.

The Company’s indebtedness contains financial covenants as to minimum net worth, interest coverage ratios, maximum secured debt, total debt to capital, and cash on hand among others. The Company is in compliance with all such financial covenants during the nine months ended September 30, 2011 and 2010.

The following is a summary of BRE’s unsecured senior notes:

 

          Unsecured Senior Note Balance       

Security/Unsecured Note

  

Maturity

   September 30,
2011
     December 31,
2010
     Interest
Rate
(Coupon)

2011 7.450% Senior Note (1)

   January 2011    $ 0       $ 48,545,000       7.45%

4.125% Convertible Senior Note (2)

   February 2012      34,833,000         34,513,000       6.01%

2013 7.125% Senior Note

   February 2013      40,018,000         40,018,000       7.13%

2014 4.700% Senior Note

   March 2014      50,000,000         50,000,000       4.70%

2017 5.500% Senior Note

   March 2017      300,000,000         300,000,000       5.50%

2021 5.200% Senior Note

   March 2021      300,000,000         300,000,000       5.20%
     

 

 

    

 

 

    
      $ 724,851,000       $ 773,076,000      
     

 

 

    

 

 

    

 

(1) The unsecured senior note was paid in full upon its maturity in 2011.
(2) The principal amounts of 4.125% convertible senior unsecured notes are callable by the Company on or after February 21, 2012. The cash principal amount was $35,000,000 as of September 30, 2011 and December 31, 2010, offset by the debt discounts of $167,000 and $487,000, respectively.

The following is a summary of BRE’s secured debt:

 

          Mortgage Loans Payable       

Secured Property Loans

  

Maturity

   September 30,
2011
     December 31,
2010
     Interest
Rate
(Coupon)

Alessio

   May 2012    $ 66,220,000       $ 67,255,000       5.50%

Mission Grove

   August 2013      31,081,000         31,632,000       5.33%

Secured Facility

   May 2019      310,000,000         310,000,000       5.57%

Fountains at River Oaks

   September 2019      32,480,000         32,480,000       5.74%

Montanosa

   April 2020      59,475,000         59,475,000       5.20%

Secured Facility

   September 2020      310,000,000         310,000,000       5.69%
     

 

 

    

 

 

    
      $ 809,256,000       $ 810,842,000      
     

 

 

    

 

 

    

 

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NOTE I – FAIR VALUE MEASUREMENT

The fair values of the Company’s financial instruments (including such items in the financial statement captioned as cash, other assets, accounts payable and accrued expenses, and lines of credit) approximate their carrying or contract values based on their nature, terms and interest rates that approximate current market rates. The fair value of mortgage loans payable and unsecured senior notes is estimated using discounted cash flow analyses with an interest rate similar to that of current market borrowing arrangements. The estimated fair value of the Company’s mortgage loans and unsecured senior notes is approximately $1,578,758,000 at September 30, 2011 (compared to a carrying value of $1,534,107,000 at September 30, 2011).

Under FASB guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.

Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities recorded at fair value in the consolidated statement of financial condition are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by the FASB and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets and liabilities classified as Level 1 fair value generally are G-7 government and agency securities, equities listed in active markets, investments in publicly traded mutual funds with quoted market prices and listed derivatives.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Fair valued assets that are generally included in this category are stock warrants for which there are market-based implied volatilities, unregistered common stock and thinly traded common stock.

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Generally, assets carried at fair value and included in this category include stock warrants for which market-based implied volatilities are not available.

The Company’s redeemable noncontrolling interests that have a conversion feature are required to be marked to redemption value at each reporting period. The maximum redemption amount of the redeemable noncontrolling interests is contingent on the fair value of the Company’s common stock at the redemption date, and therefore the amount reported on the consolidated balance sheets is calculated based on the fair value of the Company’s common stock as of the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests are classified as Level 2. The change in redemption value impact was a decrease in redeemable noncontrolling interests of $852,000 for the nine month period ended September 30, 2011 and an increase in redeemable noncontrolling interests of $5,179,000 for the nine month period ended September 30, 2010, to adjust the noncontrolling interest to its redemption value with an offsetting change in additional paid in capital.

The estimated fair values of investment securities classified as deferred compensation plan investments are based on quoted market prices utilizing public information for the same transactions or information provided through third-party advisors and are therefore classified as Level 1. The Company’s deferred compensation plan investments are recorded in other assets and totaled $3,151,000 and $3,196,000 at September 30, 2011 and at December 31, 2010.

There were no transfers of assets measured at fair value between Level 1 and Level 2 of the fair value hierarchy for the nine months ended September 30, 2011. The Company has no level 3 assets or liabilities.

NOTE J – SUBSEQUENT EVENTS

The Company has evaluated and disclosed subsequent events through the date of the issuance of the financial statements.

 

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Subsequent to the quarter ended September 30, 2011, two operating communities in the Inland Empire of California, with a combined carrying value of approximately $49,500,000, totaling 634 units, met the criteria as held for sale. The sales are expected to close in the fourth quarter of 2011.

Subsequent to the quarter ended September 30, 2011, 445,262 operating company units were exchanged for cash in accordance with the BRE Properties Investors LLC agreements. As of the filing date, 160,882 operating company units remain outstanding.

Subsequent to the quarter ended September 30, 2011, the Company commenced construction on its Wilshire La Brea project. The 478 unit project was transferred from land under development to construction in progress.

ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

In addition to historical information, we have made forward-looking statements in this Quarterly Report on Form 10-Q. These forward-looking statements pertain to, among other things, our capital resources, financial liquidity, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties. You should not rely on these statements as predictions of future events because there is no assurance that the events or circumstances reflected in the statements can be achieved or will occur. Forward-looking statements are identified by words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or in their negative form or other variations, or by discussions of strategy, plans or intentions. Forward-looking statements are based on assumptions, data or methods that may be incorrect or imprecise or incapable of being realized. The following factors, among others, could affect actual results and future events: defaults or non-renewal of leases, illiquidity of real estate and reinvestment risk, our regional focus in the Western United States, insurance coverage, increased interest rates and operating costs, failure to obtain necessary outside financing, difficulties in identifying properties to acquire and in effecting acquisitions, failure to successfully integrate acquired properties and operations, risks and uncertainties affecting property development and construction (including construction delays, cost overruns, inability to obtain necessary permits and public opposition to such activities), failure to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended, environmental uncertainties, risks related to natural disasters, financial market fluctuations, changes in real estate and zoning laws and increases in real property tax rates. Our success also depends upon economic trends, including interest rates, income tax laws, governmental regulation, legislation, population changes and other factors. Do not rely solely on forward-looking statements, which only reflect management’s analysis. We assume no obligation to update forward-looking statements.

Executive Summary

We are a self-administered equity real estate investment trust, or REIT, focused on the ownership, operation, development, and acquisition of apartment communities. Our operating and investment activities are primarily focused on the major metropolitan markets within the state of California, and in the metropolitan area of Seattle, Washington.

This table summarizes information about our 2011 operating multifamily properties:

 

     Same-store Communities 1           Total Communities 2        
                   % of     % of                   % of     % of  
     # of      # of      Same-store     Same-store     # of      # of      Total     Total  

Regions

   Communities      Units      Revenue     NOI     Communities      Units      Revenue     NOI  

San Diego

     13         3,958         21     22     14         4,152         20     21

Inland Empire

     7         1,807         8     8     7         1,807         7     7

Orange County

     11         3,349         18     18     12         3,789         18     18

Los Angeles

     12         2,547         15     14     14         3,267         17     16

San Francisco

     10         3,152         20     21     15         4,198         21     22
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

California

     53         14,813         82     83     62         17,213         83     84

Seattle

     12         3,160         14     13     13         3,456         13     13

Phoenix

     2         902         3     2     2         902         3     2

Sacramento

     1         400         1     2     1         400         1     1
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Non-Core

     3         1,302         4     4     3         1,302         4     3
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

     68         19,275         100     100     78         21,971         100     100
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

(1) Represents the Same-store communities for the nine months ended September 30, 2011. Includes stabilized communities owned by BRE since January 1, 2010.
(2) Includes communities acquired, in lease-up phase or being rehabilitated during the seven full quarters subsequent to December 31, 2009.

 

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We define same-store properties as stabilized apartment communities owned by BRE since January 1, 2010. Acquired communities, rehabilitation communities and recently completed development properties are considered non-same-store communities. For the three and nine months ended September 30, 2011, respectively, same-store communities totaled 19,275 units. For the three and nine months ended September 30, 2011, respectively, our non same-store pool is comprised of 566 units in different phases of lease up, 440 units that moved from same-store into rehabilitation and 1,690 units, which were acquired since January 1, 2010.

At September 30, 2011, our portfolio had real estate assets with a net book value of approximately $3.3 billion that included 78 wholly or majority-owned apartment communities, aggregating 21,971 units; 12 multifamily communities owned in joint ventures, comprised of 3,856 apartment units; and seven wholly or majority-owned apartment communities in various stages of construction and development, totaling 2,273 units. We earn revenue and generate cash primarily by collecting monthly rent from our apartment residents.

At September 30, 2011, we owned land that will support the development of five communities (three in Northern California and two in Southern California,) and approximately 1,800 units.

Results of Operations

Comparison of the Three Months Ended September 30, 2011 and 2010

Rental and ancillary income

A summary of the components of revenues for the three months ended September 30, 2011 and 2010 follows (dollar amounts in thousands):

 

     Three months ended
September 30, 2011
    Three months ended
September 30, 2010
       
     Revenues      % of Total
Revenues
    Revenues      % of Total
Revenues
    % Change
from 2010
to 2011
 

Rental income

   $ 93,042         96   $ 83,752         96     11

Ancillary income

     3,605         4     3,436         4     5
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

   $ 96,647         100   $ 87,188         100     11
  

 

 

      

 

 

      

 

 

 

The total increase in revenues of $9,459,000 or 11% for the three months ended September 30, 2011, as compared with the three months ended September 30, 2010, was primarily generated from an increase in non same-store revenue as follows (dollar amounts in thousands):

 

     2011
Change
     % Change
from 2010
to 2011
 

Same-store communities

   $ 2,930         4

Non-same-store communities

     6,529         93
  

 

 

    

 

 

 

Total increase in rental and ancillary revenues (excluding revenues from discontinued operations)

   $ 9,459         11
  

 

 

    

 

 

 

The increase in same-store revenue was primarily due to a 4% increase in average monthly revenue earned per unit in the same-store portfolio for the third quarter of 2011 to $1,504 per unit from $1,442 per unit in the third quarter of 2010. Average monthly revenue is comprised of rental and ancillary income earned on occupied units during the period and net of concessions of $6 per month per occupied unit during the period. The increase in rent was partially offset by decreased financial occupancy levels which averaged 95.6% during the third quarter of 2011, as compared with 96.2% for the same period in 2010. The 93% increase in revenue from non-same-store properties represents the increase in the year-over-year size of the portfolio from recently completed development properties and properties acquired in 2010 and 2011.

 

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Table of Contents

Real estate expenses

A summary of the categories of real estate expenses for the quarters ended September 30, 2011 and 2010 follows (dollar amounts in thousands):

 

     Three months ended
September 30, 2011
    Three months ended
September 30, 2010
       
     Expense      % of Total
Revenues
    Expense      % of Total
Revenues
    % Change
from 2010 to
2011
 

Same-store

   $ 26,512         $ 25,763           3

Non-same-store

     5,023           2,574           95
  

 

 

      

 

 

      

 

 

 

Total real estate Expenses

   $ 31,535         33   $ 28,337         33     11
  

 

 

      

 

 

      

 

 

 

Non-same-store expenses increased approximately $2,449,000 or 95% from the quarter ended September 30, 2010, due to the increase in the year-over-year size of the portfolio from recently completed development properties and properties acquired in 2010 and 2011.

Provision for depreciation

The provision for depreciation totaled $25,931,000 and $23,209,000 for the three months ending September 30, 2011 and 2010, respectively. The provision for depreciation increased $2,722,000 or 12%, resulting primarily from higher depreciable bases on acquisitions and development properties completed.

Interest expense

Interest expense was $18,374,000 (net of $3,915,000 of interest capitalized to the cost of apartment communities under development and construction) for the quarter ended September 30, 2011, a decrease of $3,265,000 from the same period in 2010. Interest expense was $21,639,000 (net of $2,864,000 of interest capitalized to the cost of apartment communities under development and construction) for the quarter ended September 30, 2010. Interest expense decreased year over year due to lower average debt balances resulting from equity issuances in 2010 and 2011, along with a lower weighted average cost of debt and higher levels of capitalized interest due to increased development activity in 2011.

General and administrative expenses

General and administrative expenses totaled $5,678,000 and $5,015,000 for the three months ended September 30, 2011 and 2010, respectively. The general and administrative expenses increased $663,000, or 13%, related to primarily to compensation costs.

Other income

Other income for the quarters ended September 30, 2011 and 2010 totaled $677,000 and $741,000, respectively, and is comprised of the following:

 

     Three Months ended  
     September 30,  
     2011      2010  

Management Fees

   $ 494,000       $ 432,000   

Interest Income

     91,000         93,000   

Other

     92,000         216,000   
  

 

 

    

 

 

 

Total

   $ 677,000       $ 741,000   
  

 

 

    

 

 

 

 

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Other Expenses

Other expenses for the quarters ended September 30, 2011 and 2010 totaled $149,000 and $2,391,000, respectively, and is comprised of costs related to the acquisitions of operating communities, and $1,300,000 in 2010, related to a one-time charge associated with the resignation of our Chief Operating Officer.

Discontinued operations

We classify the results of operations for properties sold during the period or designated as held for sale at the end of the period and deemed a component of an entity to be classified as discontinued operations. The property-specific components of net earnings that are classified as discontinued operations include all property-related revenues and operating expenses, depreciation expense recognized prior to the classification as held for sale, and property-specific interest expense to the extent there is secured debt on the property. In addition, the net gain or loss on the eventual disposal of properties held for sale is reported as discontinued operations.

At September 30, 2011, we had no assets classified as held for sale.

During 2010, the Company sold four communities totaling 1,530 units: Montebello, with 248 units located in Seattle, Washington; Boulder Creek, a 264 unit property located in Riverside, California; Pinnacle Riverwalk, a 714 unit property located in Riverside, California; and Parkside Village, a 304 unit property located in Riverside, California. The approximate gross proceeds from sales of the four communities were $167,327,000, resulting in a net gain of approximately $40,111,000.

For the quarter ended September 30, 2011, there were no results generated by discontinued operations as there were no assets sold or held for sale. For the quarter ended September 30, 2010, the net gain on sales and the combined results by four properties sold during 2010 were included in the discontinued operations line on the consolidated statement of income and totaled approximately $15,065,000.

Redemption related preferred stock issuance cost

On August 15, 2011, we purchased 840,285 shares of our 6.75% Series D Cumulative Redeemable Preferred Stock at a price of $24.33 per share on the open market, a $0.67 discount to par resulting in a non cash return from preferred shareholders of $563,000. Initial issuance costs associated with these shares totaling $718,000 were charged to retained earnings during the third quarter of 2011.The net effect of the activity was a $155,000 charge to retained earnings for the three months ending September 30, 2011.

Dividends attributable to preferred stock

Dividends attributable to preferred stock for the three months ending September 30, 2011, represent dividends on our 6.75% Series D Cumulative Redeemable Preferred Stock. Included in the total are dividends earned from July 1, 2011 to August 10, 2011, for the 840,285 repurchased shares of 6.75% Series D Cumulative Redeemable Preferred Stock. Dividends attributable to preferred stock for the three months ending September 30, 2010 represent the portion of dividends on our 6.75% Series C and D Cumulative Redeemable Preferred Stock. All of our current outstanding series of preferred stock have a $25.00 per share liquidation preference. As of September 30, 2011, there were 2,159,715 shares of 6.75% Series D Cumulative Redeemable Preferred Stock outstanding.

Net income available to common shareholders

As a result of the various factors mentioned above, net income available to common shareholders for the quarter ended September 30, 2011, was $17,071,000, or $0.23 per diluted share, as compared with $19,605,000, or $0.30 per diluted share, for the same period in 2010.

Results of Operations

Comparison of the Nine Months Ended September 30, 2011 and 2010

 

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Rental and ancillary income

A summary of the components of revenues for the nine months ended September 30, 2011 and 2010 follows (dollar amounts in thousands):

 

     Nine months ended
September 30, 2011
    Nine months ended
September 30, 2010
       
     Revenues      % of Total
Revenues
    Revenues      % of Total
Revenues
    % Change
from 2010
to 2011
 

Rental income

   $ 270,295         96   $ 243,118         96     11

Ancillary income

     10,417         4     9,680         4     8
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

   $ 280,712         100   $ 252,798         100     11
  

 

 

      

 

 

      

 

 

 

The total increase in revenues of $27,914,000 or approximately 11% for the nine months ended September 30, 2011, as compared with the nine months ended September 30, 2010, was primarily generated from an increase in non-same-store revenue as follows (dollar amounts in thousands):

 

     2011
Change
     % Change
from 2010
to 2011
 

Same-store communities

   $ 6,375         3

Non-same-store communities

     21,539         152
  

 

 

    

 

 

 

Total increase in rental and ancillary revenues (excluding revenues from discontinued operations)

   $ 27,914         11
  

 

 

    

 

 

 

The increase in same-store revenue was primarily due to an increase of 3% in average monthly revenue earned per unit in the same-store portfolio for the nine months ended September 30, 2011 to $1,481 per unit from $1,435 per unit in same period of 2010. Average monthly revenue is comprised of rental and ancillary income earned on occupied units during the period and net of concessions of $10 per month per occupied unit during the period. The increase in rent was partially offset by decreased financial occupancy levels which averaged 95.4% during the nine months ended September 30, 2011, as compared with 95.9% for the same period in 2010. The $21,539,000 or 152% increase in revenue from non-same-store properties represents the increase in the year-over-year size of the portfolio from recently completed development properties and properties acquired in 2010 and 2011.

Real estate expenses

A summary of the categories of real estate expenses for the nine months ended September 30, 2011 and 2010 follows (dollar amounts in thousands):

 

     Nine months ended
September 30, 2011
    Nine months ended
September 30, 2010
       
     Expense      % of Total
Revenues
    Expense      % of Total
Revenues
    % Change
from 2010 to
2011
 

Same-store

   $ 77,730         $ 76,974           1

Non-same-store

     13,264           5,648           135
  

 

 

      

 

 

      

 

 

 

Total real estate Expenses

   $ 90,994         32   $ 82,622         33     10
  

 

 

      

 

 

      

 

 

 

Non-same-store expenses increased approximately $7,616,000, or 135% from the same period ended September 30, 2010, which represents the increase in the year-over-year size of the portfolio from recently completed development properties and properties acquired in 2010 and 2011.

 

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Provision for depreciation

The provision for depreciation totaled $78,268,000 and $67,560,000 for the nine months ended September 30, 2011, and 2010, respectively. The provision for depreciation increased $10,708,000, or 16%, resulting primarily from higher depreciable bases on acquisitions and development properties completed.

Interest expense

Interest expense was $56,861,000 (net of $10,202,000 of interest capitalized to the cost of apartment communities under development and construction) for the nine months ended September 30, 2011, a decrease of $6,604,000 from the same period in 2010. Interest expense was $63,465,000 for the nine months ended September 30, 2010 (net of $9,228,000 of interest capitalized to the cost of apartment communities under development and construction). Interest expense decreased year over year due to lower average debt balances resulting from equity issuances in 2010 and 2011, along with a lower weighted average cost of debt and higher levels of capitalized interest due to development activity in 2011.

General and administrative expenses

General and administrative expenses totaled $16,071,000 and $15,454,000 for the nine months ended September 30, 2011 and 2010, respectively. General and administrative expenses increased $617,000, or 4%, related to primarily to compensation costs.

Other income

Other income for the nine months ended September 30, 2011 and 2010 totaled $1,878,000 and $2,254,000, respectively, and is comprised of the following:

 

     Nine Months ended  
     September 30,  
     2011      2010  

Management Fees

   $ 1,397,000       $ 1,274,000   

Interest Income

     278,000         450,000   

Other

     203,000         530,000   
  

 

 

    

 

 

 

Total

   $ 1,878,000       $ 2,254,000   
  

 

 

    

 

 

 

Other Expenses

Other expenses for the nine months ended September 30, 2011 and 2010 totaled $402,000 and $5,087,000, respectively. For the nine months ended September 30, 2011, other expenses were comprised of costs related to the acquisitions of operating communities. For the nine months ended September 30, 2010 other expenses were comprised of $3,787,000 in costs related to acquisitions. In addition, we incurred a one-time $1,300,000 charge associated with the resignation of our Chief Operating Officer.

Discontinued operations

We classify the results of operations for properties sold during the period or designated as held for sale at the end of the period and deemed a component of an entity to be classified as discontinued operations. The property-specific components of net earnings that are classified as discontinued operations include all property-related revenues and operating expenses, depreciation expense recognized prior to the classification as held for sale, and property-specific interest expense to the extent there is secured debt on the property. In addition, the net gain or loss on the eventual disposal of properties held for sale is reported as discontinued operations.

At September 30, 2011, we had no assets classified as held for sale.

During 2010, the Company sold four communities totaling 1,530 units: Montebello, with 248 units located in Seattle, Washington; Boulder Creek, a 264 unit property located in Riverside, California; Pinnacle Riverwalk, a 714 unit property located in Riverside, California; and Parkside Village, a 304 unit property located in Riverside, California. The approximate gross proceeds from sales of the four communities were $167,327,000, resulting in a net gain of approximately $40,111,000.

For the nine months ended September 30, 2011, there were no results generated by discontinued operations as there were no assets sold or held for sale. For the nine months ended September 30, 2010, the net gain on sales and the combined results by the four properties sold during 2010 were included in the discontinued operations line on the consolidated statement of income and totaled approximately $29,501,000.

 

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Table of Contents

Redemption related preferred stock issuance cost

The initial issuance costs totaling $3,616,000, related to the $100,000,000 of 6.75% Series C Cumulative Redeemable Preferred Stock that was redeemed on June 13, 2011, and $718,000 related to the 840,285 shares of 6.75% Series D Cumulative Redeemable Preferred Stock that were purchased on August 15, 2011, were charged to retained earnings during the nine months ending September 30, 2011. In addition to the charge, the 840,285 shares of 6.75% Series D Cumulative Redeemable Preferred Stock were purchased at a price of $24.33 per share, a $0.67 discount to par, resulting in a an non cash return from preferred shareholders of $563,000 related to the write off of initial issuance costs. The net effect of the activity was a $3,771,000 charge to retained earnings for the nine months ending September 30, 2011.

Dividends attributable to preferred stock

Dividends for the Series C Cumulative Redeemable Preferred Stock for the nine months ended September 30, 2011 reflect the dividends earned from January 1, 2011 to the June 13, 2011 redemption date. Dividends for the 6.75% Series D Cumulative Redeemable Preferred Stock for the nine months ended September 30, 2011 reflect the dividends earned from January 1, 2011 to the September 30, 2011. Included in the total are dividends earned from January 1, 2011 to August 10, 2011 for the 840,285 repurchased shares of 6.75% Series D Cumulative Redeemable Preferred Stock. Dividends attributable to preferred stock for the nine months ended September 30, 2010 represent the portion of dividends on our 6.75% Series C and Series D Cumulative Redeemable Preferred Stock. All of our current outstanding series of preferred stock have a $25.00 per share liquidation share preference. As of September 30, 2011, there were 2,159,715 shares of 6.75% Series D Cumulative Redeemable Preferred Stock outstanding.

Net income available to common shareholders

As a result of the various factors mentioned above, net income available to common shareholders for the nine months ended September 30, 2011, was $32,886,000, or $0.47 per diluted share, as compared with $41,430,000, or $0.68 per diluted share, for the same period in 2010.

Liquidity and Capital Resource

In the event that we do not have sufficient cash available from our operations to continue operating our business as usual, we may need to find alternative ways to increase our liquidity. Such alternatives may include, without limitation: (a) divesting ourselves of properties at less than optimal terms; (b) issuing and selling our debt and equity in public or private transactions under less than optimal conditions; (c) entering into leases with new tenants at lower rental rates or less than optimal terms; (d) entering into lease renewals with our existing tenants without an increase in rental rates at turnover; (e) reducing the level of dividends to common shareholders to the minimum level necessary to maintain our corporate REIT status under the Internal Revenue Code; or (f) paying a portion of our dividends in stock rather than cash. Taking such measures to increase liquidity may have a materially adverse effect on us and our ability to make distributions to our shareholders and pay amounts due on our debt.

Our dividend per share amounts for the quarters ending September 30, 2011 and 2010 were $0.3750, respectively. The quarterly common dividend payment of $0.3750 is equivalent to $1.50 per common share on an annualized basis.

Depending upon the availability and cost of external capital, we anticipate making additional investments in multifamily apartment communities. These investments are expected to be funded through a variety of sources. These sources may include internally generated cash, temporary borrowings under our revolving unsecured line of credit, proceeds from asset sales, public and private offerings of debt and equity securities, and in some cases the assumption of secured borrowings. To the extent that these additional investments are initially financed with temporary borrowings under our revolving unsecured line of credit, we anticipate that permanent financing will be provided through a combination of public and private offerings of debt and equity securities, proceeds from asset sales and secured debt. However, permanent financing may not be available on favorable terms, or at all. We believe our liquidity and various sources of available capital are sufficient to fund operations, meet debt service and dividend requirements, and finance future investments. For the nine months ended September 30, 2011, cash flows generated from operating activities were in excess of distributions to common shareholders, preferred shareholders and noncontrolling interest members by approximately $38,000,000. Due to the timing associated with operating cash flows, there may be certain periods where cash flows generated by operating activities are less than distributions. We believe our unsecured credit facility provides adequate liquidity to address temporary cash shortfalls. We expect that annual cash flows from operations will exceed annual distributions to equity holders for the year ended December 31, 2011, which is consistent with prior years. Annual cash flows from operating activities exceeded annual distributions to common shareholders, preferred shareholders and noncontrolling interest members by approximately $34,000,000 and $16,000,000 for the years ended December 31, 2010 and 2009, respectively.

 

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Table of Contents

During the nine months ended September 30, 2011 and 2010 we invested $116,057,000 and $72,094,000 respectively in capital expenditures:

 

     Nine months ended
September 30
     Expected 2011 Annual Range  

(amounts in thousands)

  

2011

    

2010

    

        Low        

    

        High        

 

New development (including land)

   $ 91,916       $ 51,807       $ 120,000       $ 130,000   

Rehab expenditures

     8,888         4,144         10,000         15,000   

Capital expenditures

     15,253         16,143         20,000         22,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total capital expenditures

   $ 116,057       $ 72,094       $ 150,000       $ 167,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

We had a total of $724,851,000 carrying amount in unsecured senior notes at September 30, 2011, consisting of the following:

 

Maturity

  

Unsecured Senior
Note Balance

    

Interest Rate

 

February 2012 (1)

   $ 34,833,000         6.005

February 2013

     40,018,000         7.125

March 2014

     50,000,000         4.700

March 2017

     300,000,000         5.500

March 2021

     300,000,000         5.200
  

 

 

    

 

 

 

Total / Weighted Average Interest Rate

   $ 724,851,000         5.430
  

 

 

    

 

(1) The principal amounts of 4.125% convertible senior unsecured notes are callable by the Company on or after February 21, 2012. The cash principal amount was $35,000,000 as of September 30, 2011 and December 31, 2010, offset by the debt discounts of $167,000 and $487,000, respectively.

In addition, at September 30, 2011, we had mortgage indebtedness with a total principal amount outstanding of $809,256,000, at an effective interest rate of 5.60%, and remaining terms ranging from one to nine years. For the nine months ending September 30, 2011, and the twelve months ending December 31, 2010, respectively, unencumbered real estate net operating income represented 69% of our total real estate net income.

As of September 30, 2011 we have 78 wholly or majority owned operating properties with a gross book value of approximately $3,660,343,000. Nineteen of the 78 operating properties with gross book values of approximately $1,064,613,000 are encumbered with secured financing totaling $809,256,000. The remaining 59 operating properties are unencumbered with an approximate gross book value of $2,595,730,000. Seven of the 59 unencumbered operating properties, with an approximate gross book value of $231,687,000, are subject to guarantees of our unsecured line of credit.

As of September 30, 2011, we had total outstanding debt balances of approximately $1,689,107,000 and total outstanding consolidated shareholders’ equity and redeemable noncontrolling interests of approximately $1,628,297,000 representing a debt to total book capitalization ratio of 51%.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities in open market purchases or privately negotiated transactions. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Our indebtedness contains financial covenants as to minimum net worth, interest coverage ratios, maximum secured debt, total debt to capital, and cash on hand among others. We were in compliance with all such financial covenants during the nine months ended September 30, 2011 and 2010.

 

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We anticipate that we will continue to require outside sources of financing to meet our long-term liquidity needs beyond 2011, such as scheduled debt repayments, construction funding and property acquisitions. As of September 30, 2011 scheduled debt principle payments through December 31, 2011 totaled approximately $541,000.

On August 15, 2011, we purchased 840,285 shares of our 6.75% Series D Cumulative Redeemable Preferred Stock at a price of $24.33 per share, a $0.67 discount to par resulting in a non cash return from preferred shareholders of $563,000. In addition, the initial issuance costs associated with these shares totaling $718,000 were charged to retained earnings during the third quarter of 2011. The net effect of the activity was a $155,000 charge to retained earnings for the nine months ending September 30, 2011.

On June 13, 2011, we redeemed all 4,000,000 shares of our 6.75% Series C Cumulative Redeemable Preferred Stock at a redemption price of $25.34688 per share. The redemption price was equal to the original issuance price of $25.00 per share, plus accrued and unpaid dividends to the redemption date. The initial issuance costs totaling $3,616,000 associated with this series of perpetual preferred stock were charged to retained earnings during the second quarter of 2011.

On May 11, 2011, we completed an equity offering of 9,200,000 of our common shares, including shares issued to cover over-allotments, at $48.00 per share before the underwriting discount. Total gross proceeds from this offering were approximately $423,936,000. We used the net proceeds from the offering for general corporate purposes, which included redeeming our 6.75% Series C Cumulative Redeemable Preferred Stock, a portion of our 6.75% Series D Cumulative Redeemable Preferred Stock and repaying borrowings under our unsecured line of credit.

On February 24, 2010, we entered into Equity Distribution Agreements (EDAs) under which we may issue and sell from time to time through or to its sales agents shares of our common stock having an aggregate offering price of up to $250,000,000. During the quarter ended September 30, 2011, 514,452 shares were issued under the EDAs, with an average share price of $48.60 for total gross proceeds of approximately $25,000,000. During the quarter ended March 31, 2011, 545,348 shares were issued under the EDAs, with an average share price of $45.84 for total gross proceeds of approximately $25,000,000. During the nine months ended September 30, 2010, no shares were issued under the EDAs. During the year ended December 31, 2010, 581,055 shares were issued under the EDAs, with an average share price of $43.02 for total gross proceeds of approximately $25,000,000. We intend to use any net proceeds from the sale of our shares under the EDAs for general corporate purposes.

On April 7, 2010, we completed an equity offering of 8,050,000 common shares, including shares issued to cover over-allotments, at $34.25 per share. Total gross proceeds from this offering were approximately $275,713,000 . We used the net proceeds from the offering for general corporate purposes.

On April 26, 2007, our Board of Directors authorized BRE to purchase an aggregate of up to $100,000,000 of our shares of common stock. As of November 4, 2011, we have not purchased any shares under this authorization.

We continue to consider other sources of possible funding, including new joint ventures and additional secured construction and term debt. We own unencumbered real estate assets that could be sold, contributed to joint ventures or used as collateral for financing purposes (subject to certain lender restrictions). We also own encumbered assets with significant equity that could be further encumbered (subject to certain lender restrictions) should other sources of capital not be available.

 

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Table of Contents

Construction in progress and land under development

The following table provides data on our multifamily properties that are currently under various stages of development and construction. Completion of the development properties is subject to a number of risks and uncertainties, including construction delays and cost overruns. We cannot provide assurance that these properties will be completed, or that they will be completed by the estimated dates, or for the estimated amounts, or will contain the number of proposed units shown in the table below. In addition to the properties below, we have predevelopment costs on land under contract for potential projects totaling approximately $15,300,000 recorded in Other Assets on the Consolidated Balance Sheet.

 

Estimated Estimated Estimated Estimated Estimated Estimated

(Dollar amounts in millions)

Property Name

   Location      Proposed
Number of
Units
     Costs Incurred
to Date -
September 30, 2011 (1)
     Estimated
Total
Cost
     Estimated
Cost to
Complete
     Estimated
Completion
Date (2)
 

Construction in Progress

                 

Lawrence Station

     Sunnyvale, CA         336       $ 50.4       $ 110.0       $ 59.6         1Q/2013   

Aviara 3

     Mercer Island, WA         166         8.2         44.5         36.3         2Q/2013   
     

 

 

    

 

 

    

 

 

    

 

 

    

Total Construction in Progress

        502       $ 58.6       $ 154.5       $ 95.9      

 

Completion Completion Completion Completion Completion Completion

Property Name

   Location      Proposed
Number of
Units
     Costs Incurred
to Date -
September 30, 2011
     Estimated
Total
Cost (5)
           

Land Owned 4

                 

Wilshire La Brea 6

     Los Angeles, CA         478       $ 120.5         TBR         

Pleasanton

     Pleasanton, CA         254         17.6         TBR         

Park Viridian II, III 7

     Anaheim, CA         400         34.3         TBR         

Town and Country

     Sunnyvale, CA         279         30.5         TBR         

Mission Bay 8

     San Francisco, CA         360         44.7         TBR         
     

 

 

    

 

 

    

 

 

       

Total Land Owned

        1,771       $ 247.6       $ 824.0         
     

 

 

    

 

 

    

 

 

       

 

1 Reflects all recorded costs incurred as of September 30, 2011, recorded on our consolidated balance sheets as “direct investments in real estate-construction in progress.”
2 “Completion” is defined as our estimate of when an entire project will have a final certificate of occupancy issued and be ready for occupancy. Completion dates have been updated to reflect our current estimates of receipt of final certificates of occupancy, which are dependent on several factors, including construction delays and the inability to obtain necessary public approvals.
3 During the fourth quarter of 2010, the company entered into a ground lease for the Mercer Island site. The ground lease has an initial term of 60 years, two 15-year extensions followed by a 9-year extension. The annualized GAAP straight line lease expense is $664,000.
4

Land owned represents projects in various stages of entitlement, pre-development, development, and initial construction, for which construction or supply contracts have not yet been finalized. As these contracts are finalized, projects are transferred to construction in progress on our consolidated balance sheet.

5

Reflects the aggregate cost estimates; specific property cost estimates to be reported (TBR) once entitlement approvals are received and the company is prepared to begin construction.

6 Subsequent to the quarter ended September 30, 2011, we commenced construction on our Wilshire La Brea project. All related costs incurred were transferred from land under development to construction in progress.
7

During the first quarter of 2011, the Company purchased for $5.1 million, a 4.4 acre site contiguous to its existing Park Viridian community and phase 2 land site in Anaheim. The combined undeveloped phases now total 400 units (185 units were added).

8 Represents two parcels of land in the Mission Bay district, acquired in the second quarter 2011, that are entitled for residential use and can be developed in phases.

 

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Table of Contents

Dividends Paid to Common and Preferred Shareholders and Distributions to Noncontrolling Interest Members

A cash dividend has been paid to common shareholders each quarter since our inception in 1970. Our dividend per share amounts for the quarter ended September 30, 2011 and 2010 were $0.375 per share, respectively. Our dividend per share amounts for the nine months ended September 30, 2011 and 2010 were $1.125 per share, respectively. Total dividends paid to common shareholders for the nine months ended September 30, 2011 and 2010 were $81,042,000 and $69,344,000, respectively. In addition, we paid $6,744,000 and $8,859,000 in aggregate on our 6.75% Series C Cumulative Redeemable Preferred Stock and 6.75% Series D Cumulative Redeemable Preferred Stock during the nine months ended September 30, 2011 and 2010, respectively.

Total distributions to redeemable noncontrolling interests were $689,000 and $796,000 for the nine months ended September 30, 2011 and 2010, respectively. Total distributions to other noncontrolling interests of our consolidated subsidiaries were $314,000 and $315,000 for the nine months ended September 30, 2011 and 2010, respectively.

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk.

Information concerning market risk is incorporated herein by reference to Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2010. There has been no material change in the quantitative and qualitative disclosure about market risk since December 31, 2010.

 

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Table of Contents

ITEM 4 – Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer have concluded that there are reasonable assurances that our controls and procedures will achieve the desired control objectives. Also, we have investments in certain unconsolidated entities. As we do not control these entities, our disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those we maintain with respect to our consolidated subsidiaries.

As of September 30, 2011, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

PART II — OTHER INFORMATION

 

ITEM 1. Legal Proceedings.

The Company is involved in various legal actions arising in the ordinary course of business for which losses are expected to be covered under the Company’s insurance policies. As of September 30, 2011, the risk of material loss from such legal actions impacting the Company’s financial condition or results from operations has been assessed as remote.

 

ITEM 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the nine months ended September 30, 2011, there were 9,011 operating company units converted for cash.

On April 26, 2007, our Board of Directors authorized up to $100,000,000 in aggregate value of shares of our common stock that we may repurchase. The timing of repurchase activity is dependent upon the market price of our shares of common stock and other market conditions and factors. No shares were repurchased during the nine months ended September 30, 2011.

Issuer Purchases of Equity Securities:

 

     (a) Total
Number of
Shares (or
Units)
Purchased (1)
    (b) Average
Price Paid per
Share (or Unit) (2)
     (c) Total
Number of
Shares (or Units)
Purchased as
Part of Publicly
Traded
Announced
Plans or
Programs
     (d) Maximum Number (or
Approximate Dollar Value)
of Shares  (or Units) that May
Yet Be Purchased Under the
Plans or Programs
 

July 1, 2011 through July 31, 2011

     —          —           —           —     

August 1, 2011 through August 31, 2011

     (840,285 )   $ 24.60        —           —     

September 1, 2011 through Sept. 30 2011

     —          —           —           —     

Total

     (840,285   $ 24.60         —           —     

 

1 Includes 840,285 shares of our 6.75% Series D Cumulative Redeemable Preferred Stock that we redeemed for $24.33 plus accrued dividends of $0.27 on August 15, 2011.
2 Average price paid per share owned and forfeited by shareholder.

 

ITEM 3. Defaults Upon Senior Securities.

None

 

ITEM 4. (Removed and Reserved).

 

ITEM 5. Other Information.

 

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ITEM 6. Exhibits.

 

  11    Statement Re: Computation of Per Share Earnings.
  12    Statement of Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends.
  31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101    The following materials from the BRE Properties, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) related notes. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

 

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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 thereunto duly authorized.

 

  BRE PROPERTIES, INC.
  (Registrant)
Date: November 4, 2011   /S/    JOHN A. SCHISSEL
 

 

  John A. Schissel
  Executive Vice President,
  Chief Financial Officer

 

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Exhibit Index

 

Exhibits.

    
  11    Statement Re: Computation of Per Share Earnings.
  12    Statement of Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends.
  31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101    The following materials from the BRE Properties, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) related notes, tagged as blocks of text.

 

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