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BRE Properties Reports Third Quarter 2009 Results

SAN FRANCISCO, Nov. 2 /PRNewswire-FirstCall/ -- BRE Properties, Inc. (NYSE: BRE) today reported operating results for the quarter ended September 30, 2009. All per share results are reported on a fully diluted basis.

Funds from operations (FFO), the generally accepted measure of operating performance for real estate investment trusts, totaled $32.5 million, or $0.59 per share, for third quarter 2009, as compared with $36.3 million, or $0.69 per share, for the quarter ended September 30, 2008. FFO for the 2009 and 2008 periods reflected the net impact of the adoption of APB-14-1, totaling $1.6 million, or $0.03 per share in each period. FFO for the third quarter 2009 also included nonroutine income of $382,000, or $0.01 per share, from a net gain on the retirement of debt. Excluding nonroutine income and the APB-14-1-related noncash interest charge, core FFO per share declined 15% on a year-over-year basis. (A reconciliation of net income available to common shareholders to FFO is provided at the end of this release.)

Net income available to common shareholders for the third quarter totaled $16.6 million, or $0.31 per share, as compared with $40.0 million, or $0.77 per share, for the same period 2008. The third quarter 2009 results included the nonroutine income item cited previously. Gains from property sales totaling $7.3 million, or $0.14 per share, and $24.8 million, or $0.48 per share, for 2009 and 2008, respectively, also are included in third quarter results.

Total revenues from continuing operations for the quarter were $86.5 million, as compared with $87.9 million a year ago. Adjusted EBITDA for the quarter totaled $55.7 million, as compared with $61.8 million in third quarter 2008. (A reconciliation of net income available to common shareholders to Adjusted EBITDA is provided at the end of this release.)

Nine-Month Period Ended September 30, 2009

For the year-to-date period, FFO totaled $104.5 million, or $1.95 per share, as compared with $105.7 million, or $2.00 per share, for the nine-month period in 2008. FFO for the nine-month period in 2009 and 2008 reflected the net impact of APB-14-1, totaling $4.8 million, or $0.09 per share, and $4.6 million, or $0.09 per share, respectively. FFO for the nine-month period in 2009 also included nonroutine income from a net gain on retirement of debt totaling $2.3 million, or $0.04 per share. Excluding nonroutine income and the noncash charge related to APB-14-1, core FFO per share declined 4.3% year-over-year.

Net income available to common shareholders for the nine-month period totaled $57.8 million, or $1.10 per share, as compared with $67.1 million, or $1.29 per share, for the same period 2008. The 2009 year-to-date results included the nonroutine income item cited previously. Gains from property sales totaling $21.6 million, or $0.41 per share, and $24.8 million, or $0.48 per share, in 2009 and 2008, respectively, are included in year-to-date results.

For the nine-month period in 2009, total revenues from continuing operations were $259.1 million, as compared with $258.4 million for the same period 2008. Adjusted EBITDA for the nine-month period totaled $171.4 million, as compared with $182.7 million for the same period in 2008.

BRE's year-over-year earnings and FFO results reflected declines in the same-store property-level operating results, which were offset by income from recently developed properties, a lower interest rate environment and a reduction in corporate-level G&A expenses.

Same-store net operating income (NOI) declined $4.6 million for the quarter, as compared with the same period in 2008. (A reconciliation of net income available to common shareholders to NOI is provided at the end of this release.) Recently developed properties generated $1.6 million in additional NOI during the quarter, as compared with third quarter 2008.

Same-Store Property Results

BRE defines same-store properties as stabilized apartment communities owned by the company for at least five full quarters. Of the 21,245 apartment units owned directly by BRE, same-store units totaled 19,572 for the quarter.

On a year-over-year basis, overall same-store NOI declined 7.9% for the third quarter and 5.3% for the year-to-date period. Average same-store market rent for the third quarter 2009 decreased 6.9% to $1,434 per unit, from $1,540 per unit in third quarter 2008. Physical occupancy levels averaged 94.7% during third quarter 2009, as compared with 94.9% for the same period in 2008. Physical occupancy at the end of the third quarter 2009 was 95.4%. Rent concessions in the same-store portfolio totaled $2.8 million, or 13 days rent, for third quarter 2009, as compared with $1.5 million, or 7.6 days, for the same period in 2008.

On a sequential basis, same-store NOI decreased 1.5%, revenue declined 0.7% and expenses increased 1.0% against second quarter 2009 results. Sequential declines in effective rent levels were partially offset by a sequential increase in occupancy.

Same-store results were affected primarily by job losses in the company's operating markets. In Southern California, unemployment rates increased to 12.0% in the third quarter 2009 from 11.2% in the second quarter 2009; in the San Francisco Bay area, the unemployment rate was 10.8%, unchanged from the previous quarter; Seattle's sequential unemployment rate was 9.1% in the third quarter, down slightly from 9.2% in the second quarter. The following table depicts job losses in the company's core markets over the last 12 months:


                             Same-Store            Absolute Job Losses
                             ----------            -------------------
                                            12 months ended  3 months ended
    Core Markets          # Units    % NOI   September 2009  September 2009
    ------------          -------    -----   --------------  --------------
    San Diego              3,958     23.2%        53,100          9,500
    Inland Empire          3,553     14.8%        73,200         10,200
    Orange County          2,545     14.2%        56,800            300
    Los Angeles            2,075     11.1%       173,700         24,400
    San Francisco          2,928     19.3%       136,300         13,500
    Seattle                3,211     13.7%        85,800         16,300
    Total Core Markets    18,270     96.3%       578,900         74,200

    Source of Unemployment and Job Loss Data: U.S. Bureau of Labor Statistics

Community Development Activity

Year-to-date, BRE has completed three development communities that are in the lease-up phase: 5600 Wilshire in Los Angeles, Calif. (284 units); Park Viridian in Anaheim, Calif. (320 units); and Taylor 28 in Seattle, Wash. (197 units). The current physical occupancy rates at these communities are: 98% at 5600 Wilshire; 85% at Park Viridian; and 69% at Taylor 28; leasing velocity has averaged 34 units, 30 units and 22 units per month, respectively, since the communities opened.

BRE currently has two communities under construction, one in Seattle, Wash., and one in Santa Clara, Calif., with a total of 566 units, an aggregate projected investment of $176.1 million and an estimated balance to complete totaling $31.2 million. Estimated completion dates are first and third quarter 2010, respectively.

BRE owns three land parcels, two in Southern California and one in Northern California, representing 960 units of future development, and an estimated aggregate investment of $455 million upon completion.

Dispositions

During the quarter, BRE sold a stabilized community in Sacramento: Arbor Pointe (240 units). Sales proceeds totaled approximately $15.4 million; the company recorded a gain on sale of approximately $7.3 million, or $0.14 per share. No assets were classified as held for sale at September 30, 2009. Information regarding this sale was disclosed previously in the company's second quarter earnings release and Form 10-Q.

Capital Markets Activity

During the quarter, the company repurchased through open market transactions $5.0 million of its 4.125% convertible notes, at 90.3% of par, resulting in a net gain of $382,000.

Under the at-the-market equity distribution agreement filed with the Securities and Exchange Commission on Form 8-K on May 14, 2009, the company issued 1.5 million shares of common stock in the third quarter, at an average price of $28.00 per share, with total proceeds of $42.0 million. Year-to-date, the company has issued approximately 3.0 million shares of common stock, at an average price of $26.39 per share, with total gross proceeds of $79.6 million. The remaining capacity under the equity distribution agreement on file totals $45.4 million.

During the quarter, the company received the second $310.0 million advance from the $620.0 million secured credit facility with Fannie Mae, which was closed and reported in April. Proceeds were used to pay down the company's unsecured credit facility. The balance on the credit facility, as of September 30, was $248.0 million.

Common and Preferred Dividends Declared

On October 29, 2009, the BRE Board of Directors approved regular common and preferred stock dividends for the quarter ending December 31, 2009. All common and preferred dividends will be payable on Thursday, December 31, 2009 to shareholders of record on Tuesday, December 15, 2009. The quarterly common dividend payment of $0.375 is equivalent to $1.50 per share on an annualized basis, and represents a yield of approximately 5.51% on Friday's closing price of $27.23 per share. BRE has paid uninterrupted quarterly dividends to shareholders since the company's founding in 1970.

The company's 6.75% Series C preferred dividend is $0.421875 per share; the 6.75% Series D preferred dividend is $0.421875 per share.

Earnings Outlook

The company has adjusted its FFO guidance for the full year 2009 to a range of $2.44 to $2.50 per share, from the previous range of $2.42 to $2.52. The company also has adjusted its per-share core FFO guidance for 2009, which excludes the nonroutine income item and APB-14-1 noncash interest expense, to a range of $2.52 to $2.58, from the previous range of $2.50 to $2.60. The mid-points of both ranges remain unchanged.

The company expects to issue earnings guidance for 2010 with its fourth quarter 2009 earnings release in February 2010.

Q3 2009 Analyst Conference Call

The company will hold a conference call on Tuesday, November 3, 11:00 a.m. Eastern (8:00 a.m. Pacific) to review these results. The dial-in number to participate in the United States and Canada is 888.290.1473; the international number is 706.679.8398. Enter Conf. ID# 29592208. A telephone replay of the call will be available for 30 days at 800.642.1687 or 706.645.9291 international, using the same ID# 29592208. A link to the live webcast of the call will be posted on www.breproperties.com, in Investors, on the Corporate Profile page. A webcast replay will be available for one month following the call.

Q4 2009 Earnings Dates

The company will report fourth quarter and full year 2009 earnings after close of market on Tuesday, February 2, 2010, followed by a conference call on Wednesday, February 3, 2010 at 11:00 a.m. Eastern (8:00 a.m. Pacific).

About BRE Properties

BRE Properties, based in San Francisco, Calif., owns and manages apartment communities convenient to its residents' work, shopping, entertainment and transit in supply-constrained Western U.S. markets. BRE directly owns and operates 73 apartment communities totaling 21,245 units in California, Arizona and Washington. The company invests in communities through acquisition and development, and currently has five properties in various stages of development and construction, totaling 1,526 units, and joint-venture interests in 13 additional apartment communities, totaling 4,080 units. BRE Properties is a real estate investment trust (REIT) listed in the S&P MidCap 400 Index. For more information on BRE Properties, please visit our Web site at www.breproperties.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, this news release contains forward-looking statements regarding the company's capital resources, portfolio performance and results of operations, and is based on the company's current expectations and judgment. 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 their negative form or other variations, or by discussions of strategy, plans or intentions. The following factors, among others, could affect actual results and future events: defaults or nonrenewal of leases, 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, inability to dispose of assets that no longer meet our investment criteria under applicable terms and conditions, 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, and increases in real property tax rates. The company's success also depends on general economic trends, including interest rates, tax laws, governmental regulation, legislation, population changes and other factors, including those risk factors discussed in the section entitled "Risk Factors" in the company's most recent Annual Report on Form 10-K as they may be updated from time to time by the company's subsequent filings with the Securities and Exchange Commission, or SEC. Do not rely solely on forward-looking statements, which only reflect management's analysis. The company assumes no obligation to update this information. For more details, refer to the company's SEC filings, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.


    BRE Properties, Inc.
    Consolidated Balance Sheets
    Third Quarter 2009
    (Unaudited, dollar amounts in thousands except per share data)
    --------------------------------------------------------------

                                               September 30,  September 30,
    ASSETS                                           2009        2008 (1)
    ------                                           ----        -------

    Real estate portfolio:
    Direct investments in real estate:

       Investments in rental properties          $3,113,149     $2,860,314
       Construction in progress                     144,895        313,196
       Less: accumulated depreciation              (561,900)      (494,380)
                                                   --------       --------
                                                  2,696,144      2,679,130
                                                  ---------      ---------
    Equity in real estate joint ventures:
       Investments                                   62,336         62,501

    Real estate held for sale, net                        -         65,873

    Land under development                          131,936        119,548
                                                    -------        -------

    Total real estate portfolio                   2,890,416      2,927,052

    Cash                                              7,029          3,801
    Other assets                                     73,889         78,539
                                                     ------         ------

    TOTAL ASSETS                                 $2,971,334     $3,009,392
                                                 ----------     ----------


    LIABILITIES AND SHAREHOLDERS' EQUITY
    ------------------------------------

    Liabilities:
    Unsecured senior notes                         $857,171     $1,513,963
    Unsecured line of credit                        248,000        295,000
    Mortgage loans payable                          752,778        152,163
    Accounts payable and accrued expenses            54,226         75,486
                                                     ------         ------

    Total liabilities                             1,912,175      2,036,612
                                                  ---------      ---------

    Redeemable noncontrolling interests              32,567         49,515
                                                     ------         ------

    Shareholders' equity:
    Preferred Stock, $0.01 par value;
     20,000,000 shares authorized:
     7,000,000 shares with $25 liquidation
     preference issued and outstanding at
     September 30, 2009 and September 30,
     2008 , respectively.                                70             70
    Common stock, $0.01 par value,
     100,000,000 shares authorized. Shares
     issued and outstanding: 54,337,680 and
     51,091,830 at September 30, 2009 and
     September 30, 2008, respectively.                  543            511
    Additional paid-in capital                    1,025,979        922,684
                                                  ---------        -------

    Total shareholders' equity                    1,026,592        923,265
                                                  ---------        -------

    TOTAL LIABILITIES AND SHAREHOLDERS EQUITY     $2,971,334     $3,009,392
                                                  ----------     ----------

    (1) Balance sheet is restated to reflect the adoption of new accounting
        guidance requiring retroactive application.



    BRE Properties, Inc.
    Consolidated Statements of Income
    Quarters Ended September 30, 2009 and 2008
    (Unaudited, dollar and share amounts in thousands)
    --------------------------------------------------

                                                               Nine     Nine
                                           Quarter  Quarter   months   months
                                            ended    ended    ended    ended
    REVENUES                               9/30/09  9/30/08  9/30/09  9/30/08
    --------                               -------  -------  -------  -------

    Rental income                          $83,189  $84,388 $249,129 $247,992
    Ancillary income                         3,295    3,559    9,994   10,367
                                             -----    -----    -----   ------

    Total revenues                          86,484   87,947  259,123  258,359

    EXPENSES
    --------

    Real estate                            $28,034  $26,534  $81,944  $77,239
    Provision for depreciation              22,412   19,752   65,530   58,890
    Interest (1)                            20,998   22,841   61,441   69,058
    General and administrative               4,104    4,760   12,648   14,794
                                             -----    -----   ------   ------
    Total expenses                          75,548   73,887  221,563  219,981

    Other income                               760      607    2,583    1,838
    Net gain from extinguishment of debt       382        -    2,340        -
                                               ---      ---    -----      ---

    Income before noncontrolling interests,
     partnership income and discontinued
     operations                             12,078   14,667   42,483   40,216

    Partnership income                         561      652    1,798    1,966
                                               ---      ---    -----    -----
    Income from continuing operations       12,639   15,319   44,281   42,182

    Discontinued operations:
      Discontinued operations, net (2)          14    3,389    2,296   10,678
      Net gain on sales of discontinued
       operations                            7,285   24,820   21,574   24,820
                                             -----   ------   ------   ------
    Income from discontinued operations      7,299   28,209   23,870   35,498

      NET INCOME                           $19,938  $43,528  $68,151  $77,680

    Redeemable noncontrolling interest
     in income                                 401      580    1,491    1,741

    Dividends attributable to preferred
     stock                                   2,953    2,953    8,859    8,859
                                             -----    -----    -----    -----

      NET INCOME AVAILABLE TO COMMON
       SHAREHOLDERS                        $16,584  $39,995  $57,801  $67,080
                                           -------  -------  -------  -------

    Net income per common share - basic      $0.31    $0.78    $1.10    $1.30
                                             -----    -----    -----    -----

    Net income per common share -
     assuming dilution                       $0.31    $0.77    $1.10    $1.29
                                             -----    -----    -----    -----


    Weighted average shares outstanding -
      basic (3)                             53,575   51,060   52,205   51,025
                                            ------   ------   ------   ------

    Weighted average shares outstanding -
      assuming dilution (3)                 53,576   51,564   52,206   51,501
                                            ------   ------   ------   ------

    (1) Income Statements for the quarter and nine months ended September 30,
        2008 has been restated to reflect the adoption of new convertible debt
        accounting guidance requiring retroactive application.
    (2) For 2009, details of net earnings from discontinued operations
        include: two properties sold in 2009. The 2008 totals include the two
        aforementioned properties and six properties sold in 2008.


                                                               Nine     Nine
                                           Quarter  Quarter   months   months
                                            ended    ended    ended    ended
                                           9/30/09  9/30/08  9/30/09  9/30/08
                                           -------  -------  -------  -------
    Rental and ancillary income                $86   $6,079   $4,242  $19,629
    Real estate expenses                       (72)  (2,223)  (1,787)  (7,038)
    Provision for depreciation                   -     (467)    (159)  (1,878)
    Interest expense                             -        -        -      (35)
                                               ---      ---      ---      ---
       Income from discontinued
        operations, net                        $14   $3,389   $2,296  $10,678
                                               ===   ======   ======  =======


    (3) Share count for the quarter and nine months ended September 30, 2008
        restated to reflect retroactive adoption of new earnings per share
        accounting guidance.



    BRE Properties, Inc.
    Non-GAAP Financial Measure Reconciliations and Definitions
    (Dollar amounts in thousands)
    -----------------------------

    This document includes certain non-GAAP financial measures that management
    believes are helpful in understanding our business, as further described
    below.  BRE's definition and calculation of non-GAAP financial measures
    may differ from those of other REITs, and may, therefore, not be
    comparable.  The non-GAAP financial measures should not be considered an
    alternative to net income or any other GAAP measurement of performance and
    should not be considered an alternative to cash flows from operating,
    investing or financing activities as a measure of liquidity.

    Funds from Operations (FFO)
    FFO is used by industry analysts and investors as a supplemental
    performance measure of an equity REIT.  FFO is defined by the National
    Association of Real Estate Investment Trusts as net income or loss
    (computed in accordance with accounting principles generally accepted in
    the United States) excluding extraordinary items as defined under GAAP and
    gains or losses from sales of previously depreciated real estate assets,
    plus depreciation and amortization of real estate assets and adjustments
    for unconsolidated partnerships and joint ventures. We calculate FFO in
    accordance with the NAREIT definition.

    We believe that FFO is a meaningful supplemental measure of our operating
    performance because historical cost accounting for real estate assets in
    accordance with GAAP assumes that the value of real estate assets
    diminishes predictably over time, as reflected through depreciation.
    Because real estate values have historically risen or fallen with market
    conditions, management considers FFO an appropriate supplemental
    performance measure because it excludes historical cost depreciation, as
    well as gains or losses related to sales of previously depreciated
    property, from GAAP net income. By excluding depreciation and gains or
    losses on sales of real estate, management uses FFO to measure returns on
    its investments in real estate assets.  However, because FFO excludes
    depreciation and amortization and captures neither the changes in the
    value of our properties that result from use or market conditions nor the
    level of capital expenditures to maintain the operating performance of our
    properties, all of which have real economic effect and could materially
    impact our results from operations, the utility of FFO as a measure of our
    performance is limited.

    Management also believes that FFO, combined with the required GAAP
    presentations, is useful to investors in providing more meaningful
    comparisons of the operating performance of a company's real estate
    between periods or as compared to other companies. FFO does not represent
    net income or cash flows from operations as defined by GAAP and is not
    intended to indicate whether cash flows will be sufficient to fund cash
    needs. It should not be considered an alternative to net income as an
    indicator of the REIT's operating performance or to cash flows as a
    measure of liquidity. Our FFO may not be comparable to the FFO of other
    REITs due to the fact that not all REITs use the NAREIT definition.


                                                              Nine      Nine
                                         Quarter  Quarter    Months    Months
                                          Ended    Ended     Ended     Ended
                                           9/30/   9/30/      9/30/     9/30/
                                           2009     2008      2009      2008
                                         -------  -------   -------   -------
    Net income available to common
     shareholders                        $16,584  $39,995   $57,801   $67,080
    Depreciation from continuing
     operations                           22,412   19,752    65,530    58,890
    Depreciation from discontinued
     operations                                -      467       159     1,878
    Redeemable noncontrolling interest
     in income                               401      580     1,491     1,741
    Depreciation from unconsolidated
     entities                                465      416     1,369     1,233
    Net gain on investments               (7,285) (24,820)  (21,574)  (24,820)
    Less: Redeemable noncontrolling
     interest in income not convertible
     into common shares                     (106)    (106)     (318)     (318)
                                            ----     ----      ----      ----
       Funds from operations             $32,471  $36,284  $104,458  $105,684
                                         =======  =======  ========  ========

                                           -----    -----     -----   -------
    Allocation to participating
     securities - diluted FFO (1)          $(268)   $(350)    $(875)  $(1,020)
                                           =====    =====     =====   =======

                                           -----    -----     -----     -----
    Allocation to participating
     securities - diluted EPS (1)          $(127)   $(389)    $(450)    $(635)
                                           =====    =====     =====     =====

    Diluted shares outstanding - EPS (2)  53,576   51,564    52,206    51,501

    Net income per common share - diluted  $0.31    $0.77     $1.10     $1.29
                                           =====    =====     =====     =====

    Diluted shares outstanding - FFO (2)  54,356   52,404    52,986    52,346
    FFO per common share - diluted         $0.59    $0.69     $1.95     $2.00
                                           =====    =====     =====     =====


    (1) Adjustment to the numerators for diluted FFO per common share and
        diluted net income per common share calculations when applying the two
        class method for calculating EPS.
    (2) Shares outstanding reflect adoption of new EPS accounting guidance.



    BRE Properties, Inc.
    Non-GAAP Financial Measure Reconciliations and Definitions
    (Dollar amounts in thousands)
    -----------------------------

    Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
    and Adjusted EBITDA

    EBITDA is defined as earnings before interest, taxes, depreciation and
    amortization.  Adjusted EBITDA is defined by BRE as EBITDA, excluding
    minority interests, gains or losses from sales of investments, preferred
    stock dividends and other expenses.  We consider EBITDA and Adjusted
    EBITDA to be appropriate supplemental measures of our performance because
    they eliminate depreciation, interest, and, with respect to Adjusted
    EBITDA,  gains (losses) from property dispositions and other charges,
    which permits investors to view income from operations without the impact
    of noncash depreciation or the cost of debt, or with respect to Adjusted
    EBITDA, other non-operating items described above.

    Because EBITDA and Adjusted EBITDA exclude depreciation and amortization
    and capture neither the changes in the value of our properties that result
    from use or market conditions nor the level of capital expenditures to
    maintain the operating performance of our properties, all of which have
    real economic effect and could materially impact our results from
    operations, the utility of EBITDA and Adjusted EBITDA as measures of our
    performance is limited.  Below is a reconciliation of net income available
    to common shareholders to EBITDA and Adjusted EBITDA:


                                                            Nine      Nine
                                       Quarter  Quarter    Months    Months
                                        Ended    Ended     Ended     Ended
                                         9/30/   9/30/      9/30/     9/30/
                                         2009     2008      2009      2008
                                       -------  -------   -------   -------
    Net income available to common
     shareholders                      $16,584  $39,995   $57,801   $67,080
    Interest, including discontinued
     operations                         20,998   22,841    61,441    69,093
    Depreciation, including
     discontinued operations            22,412   20,219    65,689    60,768
                                        ------   ------    ------    ------
       EBITDA                           59,994   83,055   184,931   196,941
    Redeemable noncontrolling
     interest in income                    401      580     1,491     1,741
    Net gain on sales                   (7,285) (24,820)  (21,574)  (24,820)
    Dividends on preferred stock         2,953    2,953     8,859     8,859
    Net gain on extinguishment of debt    (382)       -    (2,340)        -
                                          ----      ---    ------       ---
       Adjusted EBITDA                 $55,681  $61,768  $171,367  $182,721
                                       =======  =======  ========  ========

    Net Operating Income (NOI)

    We consider community level and portfolio-wide NOI to be an appropriate
    supplemental measure to net income because it helps both investors and
    management to understand the core property operations prior to the
    allocation of general and administrative costs. This is more reflective of
    the operating performance of the real estate, and allows for an easier
    comparison of the operating performance of single assets or groups of
    assets. In addition, because prospective buyers of real estate have
    different overhead structures, with varying marginal impact to overhead by
    acquiring real estate, NOI is considered by many in the real estate
    industry to be a useful measure for determining the value of a real estate
    asset or groups of assets.

    Because NOI excludes depreciation and does not capture the change in the
    value of our communities resulting from operational use and market
    conditions, nor the level of capital expenditures required to adequately
    maintain the communities (all of which have real economic effect and could
    materially impact our results from operations), the utility of NOI as a
    measure of our performance is limited. Other equity REITs may not
    calculate NOI consistently with our definition and, accordingly, our NOI
    may not be comparable to such other REITs' NOI. Accordingly, NOI should be
    considered only as a supplement to net income as a measure of our
    performance. NOI should not be used as a measure of our liquidity, nor is
    it indicative of funds available to fund our cash needs, including our
    ability to pay dividends or make distributions. NOI also should not be
    used as a supplement to or substitute for cash flow from operating
    activities (computed in accordance with GAAP).


                                                            Nine      Nine
                                       Quarter  Quarter    Months    Months
                                        Ended    Ended     Ended     Ended
                                         9/30/   9/30/      9/30/     9/30/
                                         2009     2008      2009      2008
                                       -------  -------   -------   -------
    Net income available to common
     shareholders                      $16,584  $39,995   $57,801   $67,080
    Interest, including discontinued
     operations                         20,998   22,841    61,441    69,093
    Depreciation, including
     discontinued operations            22,412   20,219    65,689    60,768
    Redeemable noncontrolling
     interest in income                    401      580     1,491     1,741
    Net gain on sales                   (7,285) (24,820)  (21,574)  (24,820)
    Dividends on preferred stock         2,953    2,953     8,859     8,859
    General and administrative expense   4,104    4,760    12,648    14,794
    Net gain on extinguishment of debt    (382)       -    (2,340)        -
                                          ----      ---    ------       ---
    NOI                                $59,785  $66,528  $184,015  $197,515
                                       =======  =======  --------  --------
    Less Non Same-Store NOI              5,883    8,013    18,678    22,920
                                         -----    -----    ------    ------
    Same-Store NOI                     $53,902  $58,515  $165,337  $174,595
                                       =======  =======  ========  ========

SOURCE BRE Properties, Inc.

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