filings.toolsItem 16. Form 10-K Summary
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Item 16. Form 10-K Summary
None.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Essex Property Trust, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Essex Property Trust, Inc and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of events or changes in circumstances that indicate rental properties may be impaired
As discussed in Note 2 to the consolidated financial statements, the Company evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying amount of a rental property may be impaired. The Company had $10.8 billion in rental properties as of December 31, 2022.
We identified the evaluation of events or changes in circumstances that indicate rental properties may be impaired as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate the length of the period the Company expects to receive cash flows from the rental property. Changes to shorten the period the Company expects to receive cash flows from the rental property could indicate a potential impairment.
F- 1
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to evaluate events or changes in circumstances that would indicate rental properties may be impaired. This included controls over the process for determining the length of the period the Company expects to receive cash flows from the rental property. We evaluated the Company’s assessment by (1) inquiring with the Company about events or changes in circumstances considered by the Company, (2) considering certain factors related to the current economic environment, and (3) reading board of director’s minutes and external communications with investors and analysts.
| /s/ KPMG LLP |
We have served as the Company’s auditor since 1994.
San Francisco, California
February 23, 2023
F- 2
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Essex Property Trust, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Essex Property Trust, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 23, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ KPMG LLP |
San Francisco, California
February 23, 2023
F- 3
Report of Independent Registered Public Accounting Firm
To the Partners of Essex Portfolio, L.P. and the Board of Directors of Essex Property Trust, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of events or changes in circumstances that indicate rental properties may be impaired
As discussed in Note 2 to the consolidated financial statements, the Operating Partnership evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying amount of a rental property may be impaired. The Operating Partnership had $10.8 billion in rental properties as of December 31, 2022.
We identified the evaluation of events or changes in circumstances that indicate rental properties may be impaired as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate the length of the period the Operating Partnership expects to receive cash flows from the rental property. Changes to shorten the period the Operating Partnership expects to receive cash flows from the rental property could indicate a potential impairment.
F- 4
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Operating Partnership’s process to evaluate events or changes in circumstances that would indicate rental properties may be impaired. This included controls over the process for determining the length of the period the Operating Partnership expects to receive cash flows from the rental property. We evaluated the Operating Partnership’s assessment by (1) inquiring with the Operating Partnership about events or changes in circumstances considered by the Operating Partnership, (2) considering certain factors related to the current economic environment, and (3) reading board of director’s minutes and external communications with investors and analysts.
| /s/ KPMG LLP |
We have served as the Operating Partnership's auditor since 2013.
San Francisco, California
February 23, 2023
F- 5
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2022 and 2021
(Dollars in thousands, except share amounts)
| 2022 | 2021 | ||||||||||
| ASSETS | |||||||||||
| Real estate: | |||||||||||
| Rental properties: | |||||||||||
| Land and land improvements | $ | 3,043,321 | $ | 3,032,678 | |||||||
| Buildings and improvements | 12,922,906 | 12,597,249 | |||||||||
| 15,966,227 | 15,629,927 | ||||||||||
| Less: accumulated depreciation | (5,152,133) | (4,646,854) | |||||||||
| 10,814,094 | 10,983,073 | ||||||||||
| Real estate under development | 24,857 | 111,562 | |||||||||
| Co-investments | 1,127,491 | 1,177,802 | |||||||||
| 11,966,442 | 12,272,437 | ||||||||||
| Cash and cash equivalents-unrestricted | 33,295 | 48,420 | |||||||||
| Cash and cash equivalents-restricted | 9,386 | 10,218 | |||||||||
| Marketable securities, net of allowance for credit losses of zero as of both December 31, 2022 and December 31, 2021 | 112,743 | 191,829 | |||||||||
| Notes and other receivables, net of allowance for credit losses of $0.3 million and $0.8 million as of December 31, 2022 and December 31, 2021 (includes related party receivables of $7.0 million and $176.9 million as of December 31, 2022 and December 31, 2021, respectively) | 103,045 | 341,033 | |||||||||
| Operating lease right-of-use assets | 67,239 | 68,972 | |||||||||
| Prepaid expenses and other assets | 80,755 | 64,964 | |||||||||
| Total assets | $ | 12,372,905 | $ | 12,997,873 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Unsecured debt, net | $ | 5,312,168 | $ | 5,307,196 | |||||||
| Mortgage notes payable, net | 593,943 | 638,957 | |||||||||
| Lines of credit | 52,073 | 341,257 | |||||||||
| Accounts payable and accrued liabilities | 165,461 | 180,751 | |||||||||
| Construction payable | 23,159 | 29,136 | |||||||||
| Dividends payable | 149,166 | 143,213 | |||||||||
| Distributions in excess of investments in co-investments | 42,532 | 35,545 | |||||||||
| Operating lease liabilities | 68,696 | 70,675 | |||||||||
| Other liabilities | 43,441 | 39,969 | |||||||||
| Total liabilities | 6,450,639 | 6,786,699 | |||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interest | 27,150 | 34,666 | |||||||||
| Equity: | |||||||||||
| Common stock; $0.0001 par value, 670,000,000 shares authorized; 64,604,603 and 65,248,393 shares issued and outstanding, respectively | 6 | 7 | |||||||||
| Additional paid-in capital | 6,750,076 | 6,915,981 | |||||||||
| Distributions in excess of accumulated earnings | (1,080,176) | (916,833) | |||||||||
| Accumulated other comprehensive income (loss), net | 46,466 | (5,552) | |||||||||
| Total stockholders' equity | 5,716,372 | 5,993,603 | |||||||||
| Noncontrolling interest | 178,744 | 182,905 | |||||||||
| Total equity | 5,895,116 | 6,176,508 | |||||||||
| Total liabilities and equity | $ | 12,372,905 | $ | 12,997,873 |
See accompanying notes to consolidated financial statements.
F- 6
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands, except per share and share amounts)
| 2022 | 2021 | 2020 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Rental and other property | $ | 1,595,675 | $ | 1,431,418 | $ | 1,486,150 | |||||||||||
| Management and other fees from affiliates | 11,139 | 9,138 | 9,598 | ||||||||||||||
| 1,606,814 | 1,440,556 | 1,495,748 | |||||||||||||||
| Expenses: | |||||||||||||||||
| Property operating, excluding real estate taxes | 283,351 | 264,869 | 263,601 | ||||||||||||||
| Real estate taxes | 183,918 | 180,367 | 177,011 | ||||||||||||||
| Corporate-level property management expenses | 40,704 | 36,211 | 34,361 | ||||||||||||||
| Depreciation and amortization | 539,319 | 520,066 | 525,497 | ||||||||||||||
| General and administrative | 56,577 | 51,838 | 65,388 | ||||||||||||||
| Expensed acquisition and investment related costs | 2,132 | 203 | 1,591 | ||||||||||||||
| Impairment loss | — | — | 1,825 | ||||||||||||||
| 1,106,001 | 1,053,554 | 1,069,274 | |||||||||||||||
| Gain on sale of real estate and land | 94,416 | 142,993 | 64,967 | ||||||||||||||
| Earnings from operations | 595,229 | 529,995 | 491,441 | ||||||||||||||
| Interest expense | (204,798) | (203,125) | (220,633) | ||||||||||||||
| Total return swap income | 7,907 | 10,774 | 10,733 | ||||||||||||||
| Interest and other (loss) income | (19,040) | 98,744 | 40,999 | ||||||||||||||
| Equity income from co-investments | 26,030 | 111,721 | 66,512 | ||||||||||||||
| Deferred tax benefit (expense) on unconsolidated co-investments | 10,236 | (15,668) | (1,531) | ||||||||||||||
| Loss on early retirement of debt, net | (2) | (19,010) | (22,883) | ||||||||||||||
| Gain on remeasurement of co-investment | 17,423 | 2,260 | 234,694 | ||||||||||||||
| Net income | 432,985 | 515,691 | 599,332 | ||||||||||||||
| Net income attributable to noncontrolling interest | (24,670) | (27,137) | (30,462) | ||||||||||||||
| Net income available to common stockholders | $ | 408,315 | $ | 488,554 | $ | 568,870 | |||||||||||
| Per share data: | |||||||||||||||||
| Basic: | |||||||||||||||||
| Net income available to common stockholders | $ | 6.27 | $ | 7.51 | $ | 8.69 | |||||||||||
| Weighted average number of shares outstanding during the year | 65,079,764 | 65,051,465 | 65,454,057 | ||||||||||||||
| Diluted: | |||||||||||||||||
| Net income available to common stockholders | $ | 6.27 | $ | 7.51 | $ | 8.69 | |||||||||||
| Weighted average number of shares outstanding during the year | 65,098,186 | 65,088,874 | 65,564,982 |
See accompanying notes to consolidated financial statements.
F- 7
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands)
| 2022 | 2021 | 2020 | |||||||||||||||
| Net income | $ | 432,985 | $ | 515,691 | $ | 599,332 | |||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | 54,158 | 9,170 | (4,148) | ||||||||||||||
| Cash flow hedge losses reclassified to earnings | — | — | 3,338 | ||||||||||||||
| Change in fair value of marketable debt securities, net | 233 | 329 | (61) | ||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities | (577) | — | — | ||||||||||||||
| Total other comprehensive income (loss) | 53,814 | 9,499 | (871) | ||||||||||||||
| Comprehensive income | 486,799 | 525,190 | 598,461 | ||||||||||||||
| Comprehensive income attributable to noncontrolling interest | (26,466) | (27,459) | (30,432) | ||||||||||||||
| Comprehensive income attributable to controlling interest | $ | 460,333 | $ | 497,731 | $ | 568,029 |
See accompanying notes to consolidated financial statements.
F- 8
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Equity
Years ended December 31, 2022, 2021 and 2020
(Dollars and shares in thousands)
| Common stock | Additional paid-in capital | Distributions in excess of accumulated earnings | Accumulated other comprehensive income (loss), net | Noncontrolling interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | 66,092 | $ | 7 | $ | 7,121,927 | $ | (887,619) | $ | (13,888) | $ | 183,077 | $ | 6,403,504 | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 568,870 | — | 30,462 | 599,332 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedge losses reclassified to earnings | — | — | — | — | 3,225 | 113 | 3,338 | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | (4,007) | (141) | (4,148) | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | (59) | (2) | (61) | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | 95 | — | 9,201 | — | — | — | 9,201 | ||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | (296) | — | — | — | (296) | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | — | 12,453 | — | — | 460 | 12,913 | ||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of common stock, net | (1,197) | (1) | (269,314) | — | — | — | (269,315) | ||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative effect upon adoption of ASU No. 2016-13 | — | — | — | (190) | — | — | (190) | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | 4,375 | — | — | (76) | 4,299 | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest from acquisition | — | — | — | — | — | 1,349 | 1,349 | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (31,367) | (31,367) | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | 9 | — | (2,020) | — | — | (1,093) | (3,113) | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends ($8.31 per share) | — | — | — | (542,254) | — | — | (542,254) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2020 | 64,999 | $ | 6 | $ | 6,876,326 | $ | (861,193) | $ | (14,729) | $ | 182,782 | $ | 6,183,192 | ||||||||||||||||||||||||||||||||||||||||
| Net income | 488,554 | 27,137 | 515,691 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 8,859 | 311 | 9,170 | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | 318 | 11 | 329 | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | 279 | 1 | 53,051 | — | — | — | 53,052 | ||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | (455) | — | — | — | (455) | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | — | 11,286 | — | — | 397 | 11,683 | ||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of common stock, net | (40) | — | (9,172) | — | — | — | (9,172) | ||||||||||||||||||||||||||||||||||||||||||||||
F- 9
| Changes in the redemption value of redeemable noncontrolling interest | — | — | (7,489) | — | — | 599 | (6,890) | ||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest | — | — | — | — | — | 1,900 | 1,900 | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (29,341) | (29,341) | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | 10 | — | (7,566) | — | — | (891) | (8,457) | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends ($8.36 per share) | — | — | — | (544,194) | — | — | (544,194) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2021 | 65,248 | $ | 7 | $ | 6,915,981 | $ | (916,833) | $ | (5,552) | $ | 182,905 | $ | 6,176,508 | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 408,315 | — | 24,670 | 432,985 | ||||||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities | — | — | — | — | (557) | (20) | (577) | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 52,351 | 1,807 | 54,158 | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | 224 | 9 | 233 | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | 89 | — | 17,309 | — | — | — | 17,309 | ||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | (314) | — | — | — | (314) | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | — | 11,059 | — | — | 387 | 11,446 | ||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of common stock, net | (740) | (1) | (189,725) | — | — | — | (189,726) | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | 6,230 | — | — | 808 | 7,038 | ||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest | — | — | — | — | — | 125 | 125 | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (30,959) | (30,959) | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | 8 | — | (10,464) | — | — | (988) | (11,452) | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends ($8.80 per share) | — | — | — | (571,658) | — | (571,658) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | 64,605 | $ | 6 | $ | 6,750,076 | $ | (1,080,176) | $ | 46,466 | $ | 178,744 | $ | 5,895,116 |
See accompanying notes to consolidated financial statements.
F- 10
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands)
| 2022 | 2021 | 2020 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | 432,985 | $ | 515,691 | $ | 599,332 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Straight-lined rents | 3,330 | 9,672 | (19,426) | ||||||||||||||
| Depreciation and amortization | 539,319 | 520,066 | 525,497 | ||||||||||||||
| Amortization of discount on marketable securities | — | — | (19,075) | ||||||||||||||
| Amortization of discount and debt financing costs, net | 6,712 | 9,538 | 6,674 | ||||||||||||||
| Gain on sale of marketable securities | (12,436) | (3,400) | (2,131) | ||||||||||||||
| Income from early redemption of notes receivable | (811) | (4,939) | — | ||||||||||||||
| Provision for credit losses | 381 | 141 | 687 | ||||||||||||||
| Unrealized losses (gains) on equity securities recognized through income | 57,983 | (33,104) | (12,515) | ||||||||||||||
| Company's share of gain on the sales of co-investments | — | — | (2,225) | ||||||||||||||
| Earnings from co-investments | (26,030) | (111,721) | (64,287) | ||||||||||||||
| Operating distributions from co-investments | 95,256 | 104,833 | 74,419 | ||||||||||||||
| Accrued interest from notes and other receivables | (13,953) | (15,902) | (3,683) | ||||||||||||||
| Impairment loss | — | — | 1,825 | ||||||||||||||
| Gain on the sale of real estate and land | (94,416) | (142,993) | (64,967) | ||||||||||||||
| Equity-based compensation | 7,206 | 7,308 | 8,157 | ||||||||||||||
| Loss on early retirement of debt, net | 2 | 19,010 | 22,883 | ||||||||||||||
| Gain on remeasurement of co-investment | (17,423) | (2,260) | (234,694) | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Prepaid expenses, receivables, operating lease right-of-use assets, and other assets | 5,183 | 4,878 | (3,730) | ||||||||||||||
| Accounts payable, accrued liabilities, and operating lease liabilities | (17,266) | 22,298 | (10,382) | ||||||||||||||
| Other liabilities | 9,627 | 6,143 | 749 | ||||||||||||||
| Net cash provided by operating activities | 975,649 | 905,259 | 803,108 | ||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Additions to real estate: | |||||||||||||||||
| Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired | (21,870) | (153,481) | (460,421) | ||||||||||||||
| Redevelopment | (96,718) | (61,671) | (48,980) | ||||||||||||||
| Development acquisitions of and additions to real estate under development | (27,713) | (49,784) | (108,781) | ||||||||||||||
| Capital expenditures on rental properties | (163,193) | (121,195) | (90,085) | ||||||||||||||
| Investments in notes receivable | (168,095) | (245,144) | (135,343) | ||||||||||||||
| Collections of notes and other receivables | 412,006 | 104,405 | 98,711 | ||||||||||||||
| Proceeds from insurance for property losses | 4,325 | 879 | 723 | ||||||||||||||
| Proceeds from dispositions of real estate | 157,985 | 297,454 | 339,165 | ||||||||||||||
| Contributions to co-investments | (163,188) | (306,266) | (114,017) | ||||||||||||||
| Changes in refundable deposits | (16,318) | (9,486) | 96 | ||||||||||||||
| Purchases of marketable securities | (18,109) | (23,805) | (83,379) | ||||||||||||||
| Sales and maturities of marketable securities | 71,222 | 16,577 | 113,465 | ||||||||||||||
F- 11
| Non-operating distributions from co-investments | 175,624 | 154,120 | 71,946 | ||||||||||||||
| Net cash provided by (used in) investing activities | 145,958 | (397,397) | (416,900) | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from unsecured debt and mortgage notes | — | 745,505 | 1,452,808 | ||||||||||||||
| Payments on unsecured debt and mortgage notes | (64,542) | (1,053,501) | (916,209) | ||||||||||||||
| Proceeds from lines of credit | 1,376,452 | 1,050,589 | 1,038,426 | ||||||||||||||
| Repayments of lines of credit | (1,665,636) | (709,332) | (1,093,426) | ||||||||||||||
| Retirement of common stock | (189,726) | (9,172) | (269,315) | ||||||||||||||
| Additions to deferred charges | (2,638) | (8,350) | (13,772) | ||||||||||||||
| Payments related to debt prepayment penalties | — | (18,342) | (19,605) | ||||||||||||||
| Net proceeds from issuance of common stock | (314) | (455) | (296) | ||||||||||||||
| Net proceeds from stock options exercised | 19,525 | 58,497 | 14,865 | ||||||||||||||
| Payments related to tax withholding for share-based compensation | (2,216) | (5,445) | (5,664) | ||||||||||||||
| Contributions from noncontrolling interest | 125 | 1,900 | — | ||||||||||||||
| Distributions to noncontrolling interest | (30,740) | (29,379) | (30,990) | ||||||||||||||
| Redemption of noncontrolling interest | (11,452) | (8,457) | (3,113) | ||||||||||||||
| Redemption of redeemable noncontrolling interest | (478) | (4,463) | (872) | ||||||||||||||
| Common stock dividends paid | (565,924) | (542,860) | (536,098) | ||||||||||||||
| Net cash used in financing activities | (1,137,564) | (533,265) | (383,261) | ||||||||||||||
| Net (decrease) increase in unrestricted and restricted cash and cash equivalents | (15,957) | (25,403) | 2,947 | ||||||||||||||
| Unrestricted and restricted cash and cash equivalents at beginning of period | 58,638 | 84,041 | 81,094 | ||||||||||||||
| Unrestricted and restricted cash and cash equivalents at end of period | $ | 42,681 | $ | 58,638 | $ | 84,041 | |||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||
| Cash paid for interest, net of capitalized interest | $ | 198,323 | $ | 194,203 | $ | 211,732 | |||||||||||
| Interest capitalized | $ | 2,272 | $ | 6,153 | $ | 14,615 | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||
| Operating cash flows from operating leases | $ | 6,987 | $ | 6,963 | $ | 6,892 | |||||||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||||||||
| Transfers between real estate under development and rental properties, net | $ | 100,737 | $ | 328,393 | $ | 253,039 | |||||||||||
| Transfer from real estate under development to co-investments | $ | 2,276 | $ | 3,068 | $ | 1,739 | |||||||||||
| Reclassifications (from) to redeemable noncontrolling interest from additional paid in capital and noncontrolling interest | $ | (7,038) | $ | 6,890 | $ | (4,299) | |||||||||||
| Debt assumed in connection with acquisition | $ | 21,303 | $ | — | $ | — | |||||||||||
See accompanying notes to consolidated financial statements
F- 12
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2022 and 2021
(Dollars in thousands, except per unit amounts)
| 2022 | 2021 | ||||||||||
| ASSETS | |||||||||||
| Real estate: | |||||||||||
| Rental properties: | |||||||||||
| Land and land improvements | $ | 3,043,321 | $ | 3,032,678 | |||||||
| Buildings and improvements | 12,922,906 | 12,597,249 | |||||||||
| 15,966,227 | 15,629,927 | ||||||||||
| Less: accumulated depreciation | (5,152,133) | (4,646,854) | |||||||||
| 10,814,094 | 10,983,073 | ||||||||||
| Real estate under development | 24,857 | 111,562 | |||||||||
| Co-investments | 1,127,491 | 1,177,802 | |||||||||
| 11,966,442 | 12,272,437 | ||||||||||
| Cash and cash equivalents-unrestricted | 33,295 | 48,420 | |||||||||
| Cash and cash equivalents-restricted | 9,386 | 10,218 | |||||||||
| Marketable securities, net of allowance for credit losses of zero as of both December 31, 2022 and December 31, 2021 | 112,743 | 191,829 | |||||||||
| Notes and other receivables, net of allowance for credit losses of $0.3 million and $0.8 million as of December 31, 2022 and December 31, 2021 (includes related party receivables of $7.0 million and $176.9 million as of December 31, 2022 and December 31, 2021, respectively) | 103,045 | 341,033 | |||||||||
| Operating lease right-of-use assets | 67,239 | 68,972 | |||||||||
| Prepaid expenses and other assets | 80,755 | 64,964 | |||||||||
| Total assets | $ | 12,372,905 | $ | 12,997,873 | |||||||
| LIABILITIES AND CAPITAL | |||||||||||
| Unsecured debt, net | $ | 5,312,168 | $ | 5,307,196 | |||||||
| Mortgage notes payable, net | 593,943 | 638,957 | |||||||||
| Lines of credit | 52,073 | 341,257 | |||||||||
| Accounts payable and accrued liabilities | 165,461 | 180,751 | |||||||||
| Construction payable | 23,159 | 29,136 | |||||||||
| Distributions payable | 149,166 | 143,213 | |||||||||
| Distributions in excess of investments in co-investments | 42,532 | 35,545 | |||||||||
| Operating lease liabilities | 68,696 | 70,675 | |||||||||
| Other liabilities | 43,441 | 39,969 | |||||||||
| Total liabilities | 6,450,639 | 6,786,699 | |||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interest | 27,150 | 34,666 | |||||||||
| Capital: | |||||||||||
| General Partner: | |||||||||||
| Common equity (64,604,603 and 65,248,393 units issued and outstanding, respectively) | 5,669,906 | 5,999,155 | |||||||||
| 5,669,906 | 5,999,155 | ||||||||||
| Limited Partners: | |||||||||||
| Common equity (2,272,496 and 2,282,464 units issued and outstanding, respectively) | 51,454 | 56,502 | |||||||||
| Accumulated other comprehensive income (loss) | 52,010 | (1,804) | |||||||||
| Total partners' capital | 5,773,370 | 6,053,853 | |||||||||
| Noncontrolling interest | 121,746 | 122,655 | |||||||||
| Total capital | 5,895,116 | 6,176,508 | |||||||||
| Total liabilities and capital | $ | 12,372,905 | $ | 12,997,873 |
See accompanying notes to consolidated financial statements
F- 13
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 2022, 2021, and 2020
(Dollars in thousands, except per unit and unit amounts)
| 2022 | 2021 | 2020 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Rental and other property | $ | 1,595,675 | $ | 1,431,418 | $ | 1,486,150 | |||||||||||
| Management and other fees from affiliates | 11,139 | 9,138 | 9,598 | ||||||||||||||
| 1,606,814 | 1,440,556 | 1,495,748 | |||||||||||||||
| Expenses: | |||||||||||||||||
| Property operating, excluding real estate taxes | 283,351 | 264,869 | 263,601 | ||||||||||||||
| Real estate taxes | 183,918 | 180,367 | 177,011 | ||||||||||||||
| Corporate-level property management expenses | 40,704 | 36,211 | 34,361 | ||||||||||||||
| Depreciation and amortization | 539,319 | 520,066 | 525,497 | ||||||||||||||
| General and administrative | 56,577 | 51,838 | 65,388 | ||||||||||||||
| Expensed acquisition and investment related costs | 2,132 | 203 | 1,591 | ||||||||||||||
| Impairment loss | — | — | 1,825 | ||||||||||||||
| 1,106,001 | 1,053,554 | 1,069,274 | |||||||||||||||
| Gain on sale of real estate and land | 94,416 | 142,993 | 64,967 | ||||||||||||||
| Earnings from operations | 595,229 | 529,995 | 491,441 | ||||||||||||||
| Interest expense | (204,798) | (203,125) | (220,633) | ||||||||||||||
| Total return swap income | 7,907 | 10,774 | 10,733 | ||||||||||||||
| Interest and other (loss) income | (19,040) | 98,744 | 40,999 | ||||||||||||||
| Equity income from co-investments | 26,030 | 111,721 | 66,512 | ||||||||||||||
| Deferred tax benefit (expense) on unconsolidated co-investments | 10,236 | (15,668) | (1,531) | ||||||||||||||
| Loss on early retirement of debt, net | (2) | (19,010) | (22,883) | ||||||||||||||
| Gain on remeasurement of co-investment | 17,423 | 2,260 | 234,694 | ||||||||||||||
| Net income | 432,985 | 515,691 | 599,332 | ||||||||||||||
| Net income attributable to noncontrolling interest | (10,373) | (9,946) | (10,550) | ||||||||||||||
| Net income available to common unitholders | $ | 422,612 | $ | 505,745 | $ | 588,782 | |||||||||||
| Per unit data: | |||||||||||||||||
| Basic: | |||||||||||||||||
| Net income available to common unitholders | $ | 6.27 | $ | 7.51 | $ | 8.69 | |||||||||||
| Weighted average number of common units outstanding during the year | 67,356,105 | 67,340,856 | 67,750,665 | ||||||||||||||
| Diluted: | |||||||||||||||||
| Net income available to common unitholders | $ | 6.27 | $ | 7.51 | $ | 8.69 | |||||||||||
| Weighted average number of common units outstanding during the year | 67,374,527 | 67,378,265 | 67,861,590 |
See accompanying notes to consolidated financial statements
F- 14
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2022, 2021, and 2020
(Dollars in thousands)
| 2022 | 2021 | 2020 | |||||||||||||||
| Net income | $ | 432,985 | $ | 515,691 | $ | 599,332 | |||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | 54,158 | 9,170 | (4,148) | ||||||||||||||
| Cash flow hedge losses reclassified to earnings | — | — | 3,338 | ||||||||||||||
| Change in fair value of marketable debt securities, net | 233 | 329 | (61) | ||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities | (577) | — | — | ||||||||||||||
| Total other comprehensive income (loss) | 53,814 | 9,499 | (871) | ||||||||||||||
| Comprehensive income | 486,799 | 525,190 | 598,461 | ||||||||||||||
| Comprehensive income attributable to noncontrolling interest | (10,373) | (9,946) | (10,550) | ||||||||||||||
| Comprehensive income attributable to controlling interest | $ | 476,426 | $ | 515,244 | $ | 587,911 |
See accompanying notes to consolidated financial statements.
F- 15
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Capital
Years ended December 31, 2022, 2021, and 2020
(Dollars and units in thousands)
| Accumulated other comprehensive income (loss), net | ||||||||||||||||||||||||||||||||||||||||||||||||||
| General Partner | Limited Partners | Noncontrolling interest | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Equity | Common Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | 66,092 | $ | 6,234,315 | 2,302 | $ | 57,359 | $ | (10,432) | $ | 122,262 | $ | 6,403,504 | ||||||||||||||||||||||||||||||||||||||
| Net income | — | 568,870 | — | 19,912 | — | 10,550 | 599,332 | |||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedge losses reclassified to earnings | — | — | — | — | 3,338 | — | 3,338 | |||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | (4,148) | — | (4,148) | |||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | (61) | — | (61) | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| General partner's stock based compensation, net | 95 | 9,201 | — | — | — | — | 9,201 | |||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | (296) | — | — | — | — | (296) | |||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | 12,453 | 2 | 460 | — | — | 12,913 | |||||||||||||||||||||||||||||||||||||||||||
| Retirement of common units, net | (1,197) | (269,315) | — | — | — | — | (269,315) | |||||||||||||||||||||||||||||||||||||||||||
| Cumulative effect upon adoption of ASU No. 2016-13 | — | (190) | — | — | — | — | (190) | |||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | 4,375 | — | (197) | — | 121 | 4,299 | |||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest from acquisition | — | — | — | — | — | 1,349 | 1,349 | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (12,292) | (12,292) | |||||||||||||||||||||||||||||||||||||||||||
| Redemptions | 9 | (2,020) | (9) | (275) | — | (818) | (3,113) | |||||||||||||||||||||||||||||||||||||||||||
| Distributions declared ($8.31 per unit) | — | (542,254) | — | (19,075) | — | — | (561,329) | |||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2020 | 64,999 | $ | 6,015,139 | 2,295 | $ | 58,184 | $ | (11,303) | $ | 121,172 | $ | 6,183,192 | ||||||||||||||||||||||||||||||||||||||
| Net income | — | 488,554 | — | 17,191 | $ | — | 9,946 | 515,691 | ||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 9,170 | — | 9,170 | |||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | 329 | — | 329 | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| General partner's stock based compensation, net | 279 | 53,052 | — | — | — | — | 53,052 | |||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | (455) | — | — | — | — | (455) | |||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | 11,286 | — | 397 | — | — | 11,683 | |||||||||||||||||||||||||||||||||||||||||||
| Retirement of common units, net | (40) | (9,172) | — | — | — | — | (9,172) | |||||||||||||||||||||||||||||||||||||||||||
F- 16
| Changes in the redemption value of redeemable noncontrolling interest | — | (7,489) | — | 152 | — | 447 | (6,890) | |||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest | — | — | — | — | — | 1,900 | 1,900 | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (10,215) | (10,215) | |||||||||||||||||||||||||||||||||||||||||||
| Redemptions | 10 | (7,566) | (13) | (296) | — | (595) | (8,457) | |||||||||||||||||||||||||||||||||||||||||||
| Distributions declared ($8.36 per unit) | — | (544,194) | — | (19,126) | — | — | (563,320) | |||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2021 | 65,248 | $ | 5,999,155 | 2,282 | $ | 56,502 | $ | (1,804) | $ | 122,655 | $ | 6,176,508 | ||||||||||||||||||||||||||||||||||||||
| Net income | — | 408,315 | — | 14,297 | — | 10,373 | 432,985 | |||||||||||||||||||||||||||||||||||||||||||
| Reversal of unrealized gains upon the sale of marketable debt securities | — | — | — | — | (577) | — | (577) | |||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 54,158 | — | 54,158 | |||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of marketable debt securities, net | — | — | — | — | 233 | — | 233 | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| General partner's stock based compensation, net | 89 | 17,309 | — | — | — | — | 17,309 | |||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | (314) | — | — | — | — | (314) | |||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | 11,059 | — | 387 | — | — | 11,446 | |||||||||||||||||||||||||||||||||||||||||||
| Retirement of common units, net | (740) | (189,726) | — | — | — | — | (189,726) | |||||||||||||||||||||||||||||||||||||||||||
| Changes in redemption value of redeemable noncontrolling interest | — | 6,230 | — | 386 | — | 422 | 7,038 | |||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest | — | — | — | — | — | 125 | 125 | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (10,935) | (10,935) | |||||||||||||||||||||||||||||||||||||||||||
| Redemptions | 8 | (10,464) | (10) | (94) | — | (894) | (11,452) | |||||||||||||||||||||||||||||||||||||||||||
| Distributions declared ($8.80 per unit) | — | (571,658) | — | (20,024) | — | — | (591,682) | |||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | 64,605 | $ | 5,669,906 | 2,272 | $ | 51,454 | $ | 52,010 | $ | 121,746 | $ | 5,895,116 |
See accompanying notes to consolidated financial statements
F- 17
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2022, 2021, and 2020
(Dollars in thousands)
| 2022 | 2021 | 2020 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | 432,985 | $ | 515,691 | $ | 599,332 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Straight-lined rents | 3,330 | 9,672 | (19,426) | ||||||||||||||
| Depreciation and amortization | 539,319 | 520,066 | 525,497 | ||||||||||||||
| Amortization of discount on marketable securities | — | — | (19,075) | ||||||||||||||
| Amortization of discount and debt financing costs, net | 6,712 | 9,538 | 6,674 | ||||||||||||||
| Gain on sale of marketable securities | (12,436) | (3,400) | (2,131) | ||||||||||||||
| Income from early redemption of notes receivable | (811) | (4,939) | — | ||||||||||||||
| Provision for credit losses | 381 | 141 | 687 | ||||||||||||||
| Unrealized gains on equity securities recognized through income | 57,983 | (33,104) | (12,515) | ||||||||||||||
| Company's share of gain on the sales of co-investments | — | — | (2,225) | ||||||||||||||
| Earnings from co-investments | (26,030) | (111,721) | (64,287) | ||||||||||||||
| Operating distributions from co-investments | 95,256 | 104,833 | 74,419 | ||||||||||||||
| Accrued interest from notes and other receivables | (13,953) | (15,902) | (3,683) | ||||||||||||||
| Impairment loss | — | — | 1,825 | ||||||||||||||
| (Gain) loss on the sale of real estate and land | (94,416) | (142,993) | (64,967) | ||||||||||||||
| Equity-based compensation | 7,206 | 7,308 | 8,157 | ||||||||||||||
| Loss (gain) on early retirement of debt, net | 2 | 19,010 | 22,883 | ||||||||||||||
| Gain on remeasurement of co-investment | (17,423) | (2,260) | (234,694) | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Prepaid expenses, receivables, operating lease right-of-use assets, and other assets | 5,183 | 4,878 | (3,730) | ||||||||||||||
| Accounts payable, accrued liabilities, and operating lease liabilities | (17,266) | 22,298 | (10,382) | ||||||||||||||
| Other liabilities | 9,627 | 6,143 | 749 | ||||||||||||||
| Net cash provided by operating activities | 975,649 | 905,259 | 803,108 | ||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Additions to real estate: | |||||||||||||||||
| Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired | (21,870) | (153,481) | (460,421) | ||||||||||||||
| Redevelopment | (96,718) | (61,671) | (48,980) | ||||||||||||||
| Development acquisitions of and additions to real estate under development | (27,713) | (49,784) | (108,781) | ||||||||||||||
| Capital expenditures on rental properties | (163,193) | (121,195) | (90,085) | ||||||||||||||
| Investments in notes receivable | (168,095) | (245,144) | (135,343) | ||||||||||||||
| Collections of notes and other receivables | 412,006 | 104,405 | 98,711 | ||||||||||||||
| Proceeds from insurance for property losses | 4,325 | 879 | 723 | ||||||||||||||
| Proceeds from dispositions of real estate | 157,985 | 297,454 | 339,165 | ||||||||||||||
| Contributions to co-investments | (163,188) | (306,266) | (114,017) | ||||||||||||||
| Changes in refundable deposits | (16,318) | (9,486) | 96 | ||||||||||||||
| Purchases of marketable securities | (18,109) | (23,805) | (83,379) | ||||||||||||||
| Sales and maturities of marketable securities | 71,222 | 16,577 | 113,465 | ||||||||||||||
| Non-operating distributions from co-investments | 175,624 | 154,120 | 71,946 |
F- 18
| Net cash provided by (used in) investing activities | 145,958 | (397,397) | (416,900) | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from unsecured debt and mortgage notes | — | 745,505 | 1,452,808 | ||||||||||||||
| Payments on unsecured debt and mortgage notes | (64,542) | (1,053,501) | (916,209) | ||||||||||||||
| Proceeds from lines of credit | 1,376,452 | 1,050,589 | 1,038,426 | ||||||||||||||
| Repayments of lines of credit | (1,665,636) | (709,332) | (1,093,426) | ||||||||||||||
| Retirement of common units | (189,726) | (9,172) | (269,315) | ||||||||||||||
| Additions to deferred charges | (2,638) | (8,350) | (13,772) | ||||||||||||||
| Payments related to debt prepayment penalties | — | (18,342) | (19,605) | ||||||||||||||
| Net proceeds from issuance of common units | (314) | (455) | (296) | ||||||||||||||
| Net proceeds from stock options exercised | 19,525 | 58,497 | 14,865 | ||||||||||||||
| Payments related to tax withholding for share-based compensation | (2,216) | (5,445) | (5,664) | ||||||||||||||
| Contributions from noncontrolling interest | 125 | 1,900 | — | ||||||||||||||
| Distributions to noncontrolling interest | (8,450) | (8,369) | (8,409) | ||||||||||||||
| Redemption of noncontrolling interests | (11,452) | (8,457) | (3,113) | ||||||||||||||
| Redemption of redeemable noncontrolling interests | (478) | (4,463) | (872) | ||||||||||||||
| Common units distributions paid | (588,214) | (563,870) | (558,679) | ||||||||||||||
| Net cash used in financing activities | (1,137,564) | (533,265) | (383,261) | ||||||||||||||
| Net (decrease) increase in unrestricted and restricted cash and cash equivalents | (15,957) | (25,403) | 2,947 | ||||||||||||||
| Unrestricted and restricted cash and cash equivalents at beginning of period | 58,638 | 84,041 | 81,094 | ||||||||||||||
| Unrestricted and restricted cash and cash equivalents at end of period | $ | 42,681 | $ | 58,638 | $ | 84,041 | |||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||
| Cash paid for interest, net of capitalized interest | $ | 198,323 | $ | 194,203 | $ | 211,732 | |||||||||||
| Interest capitalized | $ | 2,272 | $ | 6,153 | $ | 14,615 | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||
| Operating cash flows from operating leases | $ | 6,987 | $ | 6,963 | $ | 6,892 | |||||||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||||||||
| Transfers between real estate under development and rental properties, net | $ | 100,737 | $ | 328,393 | $ | 253,039 | |||||||||||
| Transfer from real estate under development to co-investments | $ | 2,276 | $ | 3,068 | $ | 1,739 | |||||||||||
| Reclassifications (from) to redeemable noncontrolling interest from general and limited partner capital and noncontrolling interest | $ | (7,038) | $ | 6,890 | $ | (4,299) | |||||||||||
| Debt assumed in connection with acquisition | $ | 21,303 | $ | — | $ | — | |||||||||||
See accompanying notes to consolidated financial statements
F- 19
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(1) Organization
The accompanying consolidated financial statements present the accounts of Essex Property Trust, Inc. ("Essex" or the "Company"), which include the accounts of the Company and Essex Portfolio, L.P. and its subsidiaries (the "Operating Partnership," which holds the operating assets of the Company). Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.
Essex is the sole general partner of the Operating Partnership with a 96.6% general partner interest and the limited partners owned a 3.4% interest as of December 31, 2022. The limited partners may convert their Operating Partnership units into an equivalent number of shares of Essex common stock. Total Operating Partnership limited partnership units ("OP Units," and the holders of such OP Units, "Unitholders") outstanding were 2,272,496 and 2,282,464 as of December 31, 2022 and 2021, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock, totaled approximately $481.6 million and $804.0 million, as of December 31, 2022 and 2021, respectively. The Company has reserved shares of common stock for such conversions.
As of December 31, 2022, the Company owned or had ownership interests in 252 operating apartment communities, comprising 62,147 apartment homes, excluding the Company's ownership interests in preferred interest co-investments, loan investments, three operating commercial buildings, and a development pipeline comprised of one unconsolidated joint venture project. The operating apartment communities are located in Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan areas.
F- 20
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(2) Summary of Critical and Significant Accounting Policies
(a) Principles of Consolidation and Basis of Presentation
The accounts of the Company, its controlled subsidiaries and the variable interest entities ("VIEs") in which it is the primary beneficiary are consolidated in the accompanying financial statements and prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included and are normal and recurring in nature. All significant inter-company accounts and transactions have been eliminated.
Noncontrolling interest includes the 3.4% limited partner interests in the Operating Partnership not held by the Company at both December 31, 2022 and 2021. These percentages include the Operating Partnership’s vested long-term incentive plan units (see Note 14).
(b) Recently Adopted Accounting Pronouncements
In January 2021, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2020-06 "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity." The amendments in ASU 2020-06 require the use of the if-converted method for calculating diluted earnings per share ("EPS") for all convertible instruments. For instruments that may be settled in cash or shares, and are not classified as a liability, the guidance requires entities to include the effect of potential share settlement in the diluted EPS calculation, if the effect is more dilutive. The Company adopted this guidance on January 1, 2022 on a prospective basis. This adoption did not have a material impact on the Company's consolidated results of operations or financial position.
Effective January 1, 2022, we adopted ASU 2021-10, "Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance", which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements and any significant terms and conditions of the agreements, including commitments and contingencies.
(c) Recent Accounting Pronouncements
In December 2022, the FASB issued ASU No. 2022-06 "Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848". The amendments in ASU 2022-06 defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the optional expedients in Topic 848 related to the accounting for contract modifications and hedging transactions as a result of the global markets’ transition away from the use of LIBOR and other interbank offered rates to alternative reference rates. The Company adopted this guidance upon issuance, its effective date. This adoption did not have a material impact on the Company's consolidated results of operations or financial position.
(d) Real Estate Rental Properties
Significant expenditures, which improve or extend the life of an asset and have a useful life of greater than one year, are capitalized. Operating real estate assets are stated at cost and consist of land and land improvements, buildings and improvements, furniture, fixtures and equipment, and other costs incurred during their development, redevelopment and acquisition. Expenditures for maintenance and repairs are charged to expense as incurred.
The depreciable life of various categories of fixed assets is as follows:
| Computer software and equipment | 3 - 5 years | ||||
| Interior apartment home improvements | 5 years | ||||
| Furniture, fixtures and equipment | 5 - 10 years | ||||
| Land improvements and certain exterior components of real property | 10 years | ||||
| Real estate structures | 30 years |
F- 21
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
The Company capitalizes all costs incurred with the predevelopment, development or redevelopment of real estate assets or are associated with the construction or expansion of real property. Such capitalized costs include land, land improvements, allocated costs of the Company’s project management staff, construction costs, as well as interest and related loan fees, property taxes and insurance. Capitalization begins for predevelopment, development, and redevelopment projects when activity commences. Capitalization ends when the apartment home is completed and the property is available for a new tenant or if the development activities cease.
The Company allocates the purchase price of real estate on a fair value basis to land and building including personal property, and identifiable intangible assets, such as the value of above, below and in-place leases. In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent land and building appraisals which consider comparable market transactions, its own analysis of recently acquired or developed comparable properties in our portfolio for land comparables and building replacement costs, and other publicly available market data. In calculating the fair value of identified intangible assets of an acquired property, the in-place leases are valued based on in-place rent rates and amortized over the average remaining term of all acquired leases.
The values of the above and below market leases are amortized and recorded as either a decrease (in the case of above market leases) or an increase (in the case of below market leases) to rental revenue over the remaining term of the associated leases acquired. The value of acquired in-place leases are amortized to expense over the average remaining term of the leases acquired. The net carrying value of acquired in-place leases is $7.4 million and $8.9 million as of December 31, 2022 and 2021, respectively, and are included in prepaid expenses and other assets on the Company's consolidated balance sheets.
The Company periodically assesses the carrying value of its real estate investments for indicators of impairment. The judgments regarding the existence of impairment indicators are based on monitoring investment market conditions and performance compared to budget for operating properties including the net operating income for the most recent 12 month period, monitoring estimated costs for properties under development, the Company's ability to hold and its intent with regard to each asset, and each property's remaining useful life. Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment may not be fully recoverable, the carrying amount is evaluated. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount (including intangible assets) of a property held for investment, then the Company will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Fair value of a property is determined using conventional real estate valuation methods, such as discounted cash flow, the property’s unleveraged yield in comparison to the unleveraged yields and/or sales prices of similar communities that have been recently sold, and other third party information, if available. Communities held for sale are carried at the lower of cost or fair value less estimated costs to sell. As of December 31, 2022 and December 31, 2021, no properties were classified as held for sale. The Company did not record an impairment charge for the years ended December 31, 2022 and December 31, 2021. The Company recorded an impairment charge of $1.8 million for the year ended December 31, 2020 related to one of the Company's consolidated properties as a result of a change in the Company's intent to hold the property for its remaining useful life.
In the normal course of business, the Company will receive purchase offers for its communities, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. The Company classifies real estate as "held for sale" when the Company has obtained necessary management approvals to sell a property and the sale of the property is expected to be completed within a year. Evaluating solicited or unsolicited offers generally does not cause properties to be classified as held for sale.
(e) Co-investments
The Company owns investments in joint ventures in which it has significant influence, but its ownership interest does not meet the criteria for consolidation in accordance with U.S. GAAP. Therefore, the Company accounts for co-investments using the equity method of accounting. Under the equity method of accounting, the investment is carried at the cost of assets contributed, plus the Company’s equity in earnings less distributions received and the Company’s share of losses. The significant accounting policies of the Company’s co-investment entities are consistent with those of the Company in all material respects.
Upon the acquisition of a controlling interest of a co-investment, the co-investment entity is consolidated and a gain or loss is recognized upon the remeasurement of co-investments in the consolidated statement of income equal to the amount by which
F- 22
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
the fair value of the Company's previously owned co-investment interest exceeds its carrying value. A majority of the co-investments, excluding most preferred equity investments, compensate the Company for its asset management services and some of these investments may provide promote income if certain financial return benchmarks are achieved. Asset management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible. Any promote fees are reflected in equity income from co-investments.
The Company evaluates its investments in co-investments for impairment and records a loss if the carrying value is greater than the fair value of the investment and the impairment is other-than-temporary. The Company recorded a $2.1 million impairment loss from an unconsolidated co-investment for the year ended December 31, 2022 as a result of an other-than-temporary decrease in the fair value of the underlying investment. No other-than-temporary impairment charges were recorded for the years ended December 31, 2021 or 2020.
(f) Revenues and Gains on Sale of Real Estate and Land
Revenues from tenants renting or leasing apartment homes are recorded when due from tenants and are recognized monthly as they are earned, which generally approximates a straight-line basis, else, adjustments are made to conform to a straight-line basis. Apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months). Revenues from tenants leasing commercial space are recorded on a straight-line basis over the life of the respective lease. See Note 4, Revenues, and Note 10, Lease Agreements - Company as Lessor, for additional information regarding such revenues.
The Company also generates other property-related revenue associated with the leasing of apartment homes, including storage income, pet rent, and other miscellaneous revenue. Similar to rental income, such revenues are recorded when due from tenants and recognized monthly as they are earned.
Apart from rental and other property-related revenue, revenues from contracts with customers are recognized as control of the promised services is passed to the customer. For customer contracts related to management and other fees from affiliates (which includes asset management and property management), the transaction price and amount of revenue to be recognized is determined each quarter based on the management fee calculated and earned for that month or quarter. The contract will contain a description of the service and the fee percentage for management services. Payments from such services are one month or one quarter in arrears of the service performed.
The Company recognizes any gains on sales of real estate when it transfers control of a property and when it is probable that the Company will collect substantially all of the related consideration.
(g) Cash, Cash Equivalents and Restricted Cash
Highly liquid investments with original maturities of three months or less when purchased are classified as cash equivalents. Restricted cash balances relate primarily to reserve requirements for capital replacement at certain communities in connection with the Company’s mortgage debt.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows ($ in thousands):
| 2022 | 2021 | 2020 | |||||||||||||||
| Cash and cash equivalents - unrestricted | $ | 33,295 | $ | 48,420 | $ | 73,629 | |||||||||||
| Cash and cash equivalents - restricted | 9,386 | 10,218 | 10,412 | ||||||||||||||
| Total unrestricted and restricted cash and cash equivalents shown in the consolidated statements of cash flows | $ | 42,681 | $ | 58,638 | $ | 84,041 |
(h) Marketable Securities
The Company reports its equity securities and available for sale debt securities at fair value, based on quoted market prices (Level 1 for the common stock and investment funds, Level 2 for the unsecured debt and Level 3, as defined by the FASB standard for fair value measurements as discussed later in Note 2). As of December 31, 2022 and 2021, $0.2 million and
F- 23
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
$0.8 million, respectively, of equity securities presented within common stock and stock funds in the tables below represent investments measured at fair value, using net asset value as a practical expedient, and are not categorized in the fair value hierarchy.
Any unrealized gain or loss in debt securities classified as available for sale is recorded as other comprehensive income. There were no other than temporary impairment charges for the years ended December 31, 2022, 2021, and 2020. Unrealized gains and losses in equity securities, realized gains and losses in debt securities, interest income, and amortization of purchase discounts are included in interest and other income on the consolidated statements of income.
As of December 31, 2022 and 2021, equity securities and available for sale debt securities consisted primarily of investment funds-debt securities, common stock, preferred stock and stock funds, and investment-grade unsecured debt.
As of December 31, 2022 and 2021, marketable securities consist of the following ($ in thousands):
| December 31, 2022 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Loss | Carrying Value | |||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Investment funds - debt securities | $ | 43,155 | $ | (6,771) | $ | 36,384 | |||||||||||||||||
| Common stock, preferred stock, and stock funds | 78,481 | (2,122) | 76,359 | ||||||||||||||||||||
| Total - Marketable securities | $ | 121,636 | $ | (8,893) | $ | 112,743 |
| December 31, 2021 | |||||||||||||||||
| Amortized Cost | Gross Unrealized (Loss) Gain | Carrying Value | |||||||||||||||
| Equity securities: | |||||||||||||||||
| Investment funds - debt securities | $ | 62,192 | $ | (502) | $ | 61,690 | |||||||||||
| Common stock and stock funds | 79,155 | 49,592 | 128,747 | ||||||||||||||
| Debt securities: | |||||||||||||||||
| Available for sale | |||||||||||||||||
| Investment-grade unsecured debt | 1,051 | 341 | 1,392 | ||||||||||||||
| Total - Marketable securities | $ | 142,398 | $ | 49,431 | $ | 191,829 |
The Company uses the specific identification method to determine the cost basis of a debt security sold and to reclassify amounts from accumulated other comprehensive income for such securities.
For the years ended December 31, 2022, 2021 and 2020, the proceeds from sales and maturities of marketable securities totaled $71.2 million, $16.6 million and $113.5 million, respectively. For the years ended December 31, 2022, 2021 and 2020, these sales resulted in gains of $12.4 million, $3.4 million, and $2.1 million, respectively.
For the years ended December 31, 2022 and 2021, the portion of equity security unrealized losses or gains that were recognized in income totaled $58.0 million in losses and $33.1 million in gains, respectively, and were included in interest and other income on the Company's consolidated statements of income and comprehensive income.
F- 24
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(i) Notes Receivable
Notes receivable relate to real estate financing arrangements including mezzanine and bridge loans. Interest is recognized over the life of the note as interest income.
Each note is analyzed to determine if it is impaired. A note is impaired if it is probable that the Company will not collect all contractually due principal and interest. The Company does not accrue interest when a note is considered impaired and an allowance is recorded for any principal and previously accrued interest that are not believed to be collectible. All cash receipts on impaired notes are applied to reduce the principal amount of such notes until the principal has been recovered and, thereafter, are recognized as interest income. As of December 31, 2022 and 2021, no notes were impaired.
In the normal course of business, the Company originates and holds two types of loans: mezzanine loans issued to entities that are pursuing apartment development and short-term bridge loans issued to joint ventures with the Company.
The Company categorizes development project mezzanine loans into risk categories based on relevant information about the ability of the borrowers to service their debt, such as: current financial information, credit documentation, public information, and previous experience with the borrower. The Company initially analyzes each mezzanine loan individually to classify the credit risk of the loan. On a periodic basis the Company evaluates financial information on the project, its sponsors, and its guarantors and additionally performs site visits of the development projects associated with the mezzanine loans to confirm whether they are on budget and whether there are any delays in development that could impact the Company's assessment of credit loss.
All bridge loans that the Company issues are, by their nature, short-term and meant only to provide time for the Company’s joint ventures to obtain long-term funding for newly acquired communities. As the Company is a partner in the joint ventures that are borrowing such funds and has performed a detailed review of each community as part of the acquisition process, there is little to no credit risk associated with such loans. As such, the Company does not review credit quality indicators for bridge loans on an ongoing basis.
The Company estimates the allowance for credit losses for each loan type using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made, if necessary, for differences in current loan-specific risk characteristics. For example, in the case of mezzanine loans, adjustments may be made due to differences in track record and experience of the mezzanine loan sponsor as well as the percent of equity that the sponsor has contributed to the project.
(j) Capitalization Policy
The Company capitalizes all direct and certain indirect costs, including interest, employee compensation costs, real estate taxes and insurance, incurred during development and redevelopment activities. Interest is capitalized on real estate assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based upon the average amount of accumulated development expenditures during the reporting period. Included in capitalized costs are management’s estimates of the direct and incremental personnel costs and indirect project costs associated with the Company's development and redevelopment activities. Indirect project costs consist primarily of personnel costs associated with construction administration and development, including accounting, legal fees, and various corporate and community onsite costs that clearly relate to projects under development. Those costs, inclusive of capitalized interest, as well as capitalized development and redevelopment fees totaled $20.4 million, $23.6 million and $31.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company capitalizes leasing costs associated with the lease-up of development communities and amortizes the costs over the life of the leases. The amounts capitalized are immaterial for all periods presented.
(k) Fair Value of Financial Instruments
The Company values its financial instruments based on the fair value hierarchy of valuation techniques described in the FASB’s accounting standard for fair value measurements. Level 1 inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability. Level 3 inputs are unobservable inputs for the
F- 25
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
asset or liability. The Company uses Level 1 inputs for the fair values of its cash equivalents and its marketable securities except for unsecured bonds. The Company uses Level 2 inputs for its investments in unsecured debt, notes receivable, notes payable, and derivative assets/liabilities. These inputs include interest rates for similar financial instruments. The Company’s valuation methodology for derivatives is described in Note 9. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
Management believes that the carrying amounts of the outstanding balances under its lines of credit, and notes and other receivables approximate fair value as of December 31, 2022 and 2021, because interest rates, yields and other terms for these instruments are consistent with interest rates, yields and other terms currently available for similar instruments. Management has estimated that the fair value of fixed rate debt with a carrying value of $5.7 billion at both December 31, 2022 and 2021, to be $5.2 billion and $6.0 billion at December 31, 2022 and 2021, respectively. Management has estimated the fair value of the Company’s $274.2 million and $564.9 million of variable rate debt at December 31, 2022 and 2021, respectively, to be $273.2 million and $561.7 million at December 31, 2022 and 2021, respectively, based on the terms of existing mortgage notes payable, unsecured debt, and variable rate demand notes compared to those available in the marketplace. Management believes that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payables, other liabilities and dividends payable approximate fair value as of December 31, 2022 and 2021 due to the short-term maturity of these instruments. Marketable securities are carried at fair value as of December 31, 2022 and 2021.
(l) Interest Rate Protection, Swap, and Forward Contracts
The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage interest rate risks. The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company uses interest rate swaps as part of its cash flow hedging strategy.
The Company records all derivatives on its consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
For derivatives designated for accounting purposes as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated for accounting purposes as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the initial and ongoing effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction.
For derivatives not designated for accounting purposes as cash flow hedges, changes in fair value are recognized in earnings. All of the Company’s interest rate swaps are considered cash flow hedges.
(m) Income Taxes
Generally in any year in which Essex qualifies as a real estate investment trust ("REIT") under the Internal Revenue Code (the "IRC"), it is not subject to federal income tax on that portion of its income that it distributes to stockholders. No provision for federal income taxes, other than the taxable REIT subsidiaries discussed below, has been made in the accompanying consolidated financial statements for each of the years in the three-year period ended December 31, 2022 as Essex has elected to be and believes it qualifies under the IRC as a REIT and has made distributions during the periods in amounts to preclude Essex from paying federal income tax.
In order to maintain compliance with REIT tax rules, the Company utilizes taxable REIT subsidiaries for various revenue generating or investment activities. The taxable REIT subsidiaries are consolidated by the Company. In general, the activities and tax related provisions, assets and liabilities are not material.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
As a partnership, the Operating Partnership is not subject to federal or state income taxes, except that in order to maintain Essex's compliance with REIT tax rules that are applicable to Essex, the Operating Partnership utilizes taxable REIT subsidiaries for various revenue generating or investment activities. The taxable REIT subsidiaries are consolidated by the Operating Partnership.
The status of cash dividends distributed for the years ended December 31, 2022, 2021, and 2020 related to common stock are classified for tax purposes as follows:
| 2022 | 2021 | 2020 | |||||||||||||||
| Common Stock | |||||||||||||||||
| Ordinary income | 80.17 | % | 70.92 | % | 85.23 | % | |||||||||||
| Capital gain | 16.78 | % | 22.07 | % | 10.68 | % | |||||||||||
| Unrecaptured section 1250 capital gain | 3.05 | % | 7.01 | % | 4.09 | % | |||||||||||
| 100.00 | % | 100.00 | % | 100.00 | % |
(n) Equity-based Compensation
The cost of share- and unit-based compensation awards is measured at the grant date based on the estimated fair value of the awards. The estimated fair value of stock options and restricted stock granted by the Company are being amortized over the vesting period. The estimated grant date fair values of the long-term incentive plan units (discussed in Note 14) are being amortized over the expected service periods.
(o) Changes in Accumulated Other Comprehensive Loss, by Component
Changes in Accumulated Other Comprehensive Loss, Net, by Component
Essex Property Trust, Inc. ($ in thousands)
| Change in fair value and amortization of swap settlements | Unrealized gain on available for sale securities | Total | |||||||||||||||
| Balance at December 31, 2021 | $ | (5,912) | $ | 360 | $ | (5,552) | |||||||||||
| Other comprehensive income before reclassification | 52,331 | 224 | 52,555 | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | 20 | (557) | (537) | ||||||||||||||
| Other comprehensive income | 52,351 | (333) | 52,018 | ||||||||||||||
| Balance at December 31, 2022 | $ | 46,439 | $ | 27 | $ | 46,466 |
Changes in Accumulated Other Comprehensive Loss, by Component
Essex Portfolio, L.P. ($ in thousands)
| Change in fair value and amortization of swap settlements | Unrealized gain on available for sale securities | Total | |||||||||||||||
| Balance at December 31, 2021 | $ | (2,176) | $ | 372 | $ | (1,804) | |||||||||||
| Other comprehensive income before reclassification | 54,138 | 233 | 54,371 | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | 20 | (577) | (557) | ||||||||||||||
| Other comprehensive income | 54,158 | (344) | 53,814 | ||||||||||||||
| Balance at December 31, 2022 | $ | 51,982 | $ | 28 | $ | 52,010 |
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
Amounts reclassified from accumulated other comprehensive loss in connection with derivatives are recorded in interest expense on the consolidated statements of income. Realized gains and losses on available for sale debt securities are included in interest and other income on the consolidated statements of income.
(p) Redeemable Noncontrolling Interest
The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $27.2 million and $34.7 million as of December 31, 2022 and 2021, respectively. The limited partners may redeem their noncontrolling interests for cash in certain circumstances.
The changes in the redemption value of redeemable noncontrolling interests for the years ended December 31, 2022, 2021, and 2020 are as follows:
| 2022 | 2021 | 2020 | |||||||||||||||
| Balance at January 1, | $ | 34,666 | $ | 32,239 | $ | 37,410 | |||||||||||
| Reclassifications due to change in redemption value and other | (7,038) | 6,890 | (4,299) | ||||||||||||||
| Redemptions | (478) | (4,463) | (872) | ||||||||||||||
| Balance at December 31, | $ | 27,150 | $ | 34,666 | $ | 32,239 |
(q) Accounting Estimates
The preparation of consolidated financial statements, in accordance with U.S. GAAP, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate portfolio, its investments in and advances to joint ventures and affiliates, and its notes receivable. The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.
(r) Variable Interest Entities
In accordance with accounting standards for consolidation of VIEs, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and six co-investments as of December 31, 2022 and 2021. The Company consolidates these entities because it is deemed the primary beneficiary. The Company has no assets or liabilities other than its investment in the Operating Partnership. The consolidated total assets and liabilities related to the above consolidated co-investments and DownREIT entities, net of intercompany eliminations, were approximately $939.4 million and $324.3 million, respectively, as of December 31, 2022, and $909.3 million and $320.1 million, respectively, as of December 31, 2021. Noncontrolling interests in these entities were $121.5 million and $122.4 million as of December 31, 2022 and 2021, respectively. The Company's financial risk in each VIE is limited to its equity investment in the VIE.
The DownREIT VIEs collectively own nine apartment communities in which the Company is the general partner or manager of the DownREIT entity, the Operating Partnership is a special limited partner or member, and the other limited partners or members were granted rights of redemption for their interests. Such limited partners or members can request to be redeemed and the Company, subject to certain restrictions, can elect to redeem their rights for cash or by issuing shares of its common stock on a one share per unit basis. Conversion values will be based on the market value of the Company's common stock at the time of redemption multiplied by the number of units stipulated under various arrangements, as noted above. The other limited partners or members receive distributions based on the Company's current dividend rate times the number of units held. Total DownREIT units outstanding were 938,513 and 978,854 as of December 31, 2022 and 2021, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled approximately $198.9 million and $344.8 million, as of December 31, 2022 and 2021, respectively. The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $27.2 million and $34.7 million as of December 31, 2022 and 2021, respectively. Of these amounts, $9.2 million and $7.7 million as of December 31, 2022 and 2021, respectively, represent units of limited partners' or members' interests in DownREIT VIEs as to which it is outside of the Company’s control to redeem the DownREIT units with Company common stock and may potentially be redeemed for cash, and are presented at either their redemption value or
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
historical cost, depending on the limited partner's or members' right to redeem their units as of the balance sheet date. The carrying value of DownREIT units as to which it is within the control of the Company to redeem the units with its common stock was $97.0 million and $97.4 million as of December 31, 2022 and 2021, respectively, and are classified within noncontrolling interests in the accompanying consolidated balance sheets.
Interest holders in VIEs consolidated by the Company are allocated a priority of net income equal to the cash payments made to those interest holders or distributions from cash flow. The remaining results of operations are generally allocated to the Company.
As of December 31, 2022 and 2021, the Company did not have any other VIEs of which it was deemed to be the primary beneficiary and did not have any VIEs of which it was not deemed to be the primary beneficiary.
(s) Government Assistance
The Employee Retention Credit, as originally enacted by the Coronavirus Aid, Relief and Economic Security Act in March 2020, is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020 and before January 1, 2021. The purpose of the Employee Retention Credit was to encourage employers to keep employees on their payroll, even if they were not working during the covered period because of the effects of the COVID-19 pandemic. In December 2020, the Employee Retention Credit was amended and extended by the Taxpayer Certainty and Disaster Tax Relief Act in which eligible employers may claim a refundable tax credit against certain employment taxes equal to 70% of the qualified wages an eligible employer pays to employees after December 31, 2020 through June 30, 2021. The Company adopted a policy to recognize a receivable when earned and to offset the credit against related expenses. Accordingly, the Company recorded Employee Retention Credit of $4.1 million and $4.2 million and zero for the years ended December 31, 2022, 2021 and 2020, respectively, and is reflected in general and administrative expenses, property operating, excluding real estate taxes, expenses and equity income from co-investments in the consolidated statements of operations.
(3) Real Estate Investments
(a) Acquisitions of Real Estate
The table below summarizes acquisition activity for the year ended December 31, 2022 ($ in millions):
For the year ended December 31, 2022, the Company purchased two communities consisting of 211 apartment homes for approximately $32.9 million.
| Property Name | Location | Apartment Homes | Essex Ownership Percentage | Quarter in 2022 | Purchase Price | |||||||||||||||||||||||||||
| Regency Palm Court and Windsor Court (1) | Los Angeles, CA | 211 | 100 | % | Q3 | $ | 32.9 | |||||||||||||||||||||||||
| Total 2022 | 211 | $ | 32.9 |
(1) In July 2022, the Company acquired its joint venture partner's 49.8% minority interest in two apartment communities, consisting of 211 apartment homes located in Los Angeles, CA, for a contract price of $32.9 million. As a result of this acquisition, the Company realized a gain on remeasurement of co-investment of $17.4 million upon consolidation.
The consolidated fair value of the acquisitions listed above was included on the Company's consolidated balance sheet as follows: $14.1 million was included in land and land improvements, $52.7 million was included in buildings and improvements, $0.3 million was included in prepaid expenses and other assets.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
For the year ended December 31, 2021, the Company purchased one apartment community consisting of 123 apartment homes and two commercial properties for approximately $133.6 million. Additionally, in June 2021, the Company purchased its joint venture partner's 50.0% membership interest in the BEX III, LLC's ("BEX III") co-investment that owned an apartment community consisting of 145 apartment homes, based on a property valuation of $63.5 million, for approximately $31.8 million. In conjunction with the acquisition, $29.5 million of mortgage debt that encumbered the property was paid off. As a result of this acquisition, the Company realized a gain on remeasurement of its existing co-investment of $2.3 million. The consolidated fair value of these acquisitions was included on the Company's consolidated balance sheet as follows: $103.3 million was included in land and land improvements, $90.2 million was included in buildings and improvements, $5.4 million was included in prepaid expenses and other assets, within the Company's consolidated balance sheets.
(b) Sales of Real Estate Investments
The table below summarizes the disposition activity for the year ended December 31, 2022 ($ in millions):
| Property Name | Location | Apartment Homes | Ownership | Quarter in 2022 | Sales Price | ||||||||||||||||||||||||||||||
| Anavia | Anaheim, CA | 250 | EPLP | Q4 | $ | 160.0 | (1) | ||||||||||||||||||||||||||||
| Total 2022 | 250 | $ | 160.0 |
(1) The Company recognized a $94.4 million gain on sale.
For the year ended December 31, 2021, the Company sold four apartment communities consisting of 912 apartment homes for $330.0 million, resulting in gains of $143.0 million. In conjunction with the sales, the Company repaid $29.7 million of mortgage debt that encumbered one of the properties.
For the year ended December 31, 2020, the Company sold four apartment communities consisting of 670 apartment homes for $343.5 million, resulting in gains of $65.0 million.
(c) Co-investments
The Company has joint ventures which are accounted for under the equity method. The co-investments’ accounting policies are similar to the Company’s accounting policies. The co-investments typically own, operate, and develop apartment communities. Additionally, the Company has invested in six technology co-investments and as of December 31, 2022 the co-investment balance of these investments was $39.4 million and the aggregate commitment was $87.0 million.
In January 2022, Wesco VI, LLC (“Wesco VI”), one of the Company's joint ventures with an institutional partner, acquired
Vela, a 379-unit apartment home community located in Woodland Hills, CA, for a total contract price of $183.0 million. The
property was encumbered by a $100.7 million related party bridge loan from the Company, with an interest rate of 2.64% that was paid off in January 2022 and replaced by permanent secured debt with an institutional lender. See Note 6, Related Party Transactions, for additional details.
In March 2022, the Wesco III, LLC ("Wesco III") operating agreement was amended to extend the venture. As part of the amendment, the Company earned $17.1 million in promote interest.
In April 2022, the Wesco IV, LLC ("Wesco IV") joint venture operating agreement was amended to extend the venture. As part of the amendment, the Company and the joint venture partner agreed that the Company earned a promote interest of approximately $37.5 million. The Company agreed to contribute the earned promote interest to the joint venture, resulting in an increase in the Company's ownership interest in Wesco IV to 65.1%.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
The carrying values of the Company’s co-investments as of December 31, 2022 and 2021 are as follows ($ in thousands, except in parenthetical):
| Weighted Average Essex Ownership | December 31, | ||||||||||||||||
| Percentage (1) | 2022 | 2021 | |||||||||||||||
| Ownership interest in: | |||||||||||||||||
| Wesco I, Wesco III, Wesco IV, Wesco V and Wesco VI (2) | 54 | % | $ | 178,552 | $ | 168,198 | |||||||||||
| BEXAEW, BEX II, BEX IV and 500 Folsom | 50 | % | 238,537 | 270,550 | |||||||||||||
| Other (3) | 52 | % | 74,742 | 126,503 | |||||||||||||
| Total operating and other co-investments, net | 491,831 | 565,251 | |||||||||||||||
| Total development co-investments | 51 | % | 12,994 | 11,076 | |||||||||||||
| Total preferred interest co-investments (includes related party investments of $87.1 million and $71.1 million as of December 31, 2022 and December 31, 2021, respectively - Note 6 - Related Party Transactions for further discussion) | 580,134 | 565,930 | |||||||||||||||
| Total co-investments, net | $ | 1,084,959 | $ | 1,142,257 |
(1)Weighted average Company ownership percentages are as of December 31, 2022.
(2)As of December 31, 2022, the Company's investments in Wesco I, Wesco III, and Wesco IV were classified as a liability of $41.7 million due to distributions received in excess of the Company's investment. As of December 31, 2021, the Company's investment in Wesco I was classified as a liability of $35.3 million due to distributions received in excess of the Company's investment.
(3)As of December 31, 2022, the Company's investments in Expo and Century Towers were classified as a liability of $0.8 million due to distributions received in excess of the Company's investment. As of December 31, 2021, the Company's investment in Expo was classified as a liability of $0.2 million due to distributions received in excess of the Company's investment. The weighted average Essex ownership percentage excludes our investments in non-core technology co-investments which are carried at fair value.
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
The combined summarized financial information of co-investments is as follows ($ in thousands):
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Combined balance sheets: (1) | |||||||||||
| Rental properties and real estate under development | $ | 4,955,051 | $ | 4,603,465 | |||||||
| Other assets | 294,663 | 278,411 | |||||||||
| Total assets | $ | 5,249,714 | $ | 4,881,876 | |||||||
| Debt | $ | 3,397,113 | $ | 3,046,765 | |||||||
| Other liabilities | 264,872 | 200,129 | |||||||||
| Equity | 1,587,729 | 1,634,982 | |||||||||
| Total liabilities and equity | $ | 5,249,714 | $ | 4,881,876 | |||||||
| Company's share of equity | $ | 1,084,959 | $ | 1,142,257 |
| Years ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Combined statements of income: (1) | |||||||||||||||||
| Property revenues | $ | 373,074 | $ | 289,680 | $ | 300,624 | |||||||||||
| Property operating expenses | (140,175) | (115,023) | (108,682) | ||||||||||||||
| Net operating income | 232,899 | 174,657 | 191,942 | ||||||||||||||
| Interest expense | (100,913) | (65,172) | (78,962) | ||||||||||||||
| General and administrative | (20,579) | (17,885) | (17,079) | ||||||||||||||
| Depreciation and amortization | (164,186) | (133,787) | (117,836) | ||||||||||||||
| Net income | $ | (52,779) | $ | (42,187) | $ | (21,935) | |||||||||||
| Company's share of net income (2) | $ | 26,030 | $ | 111,721 | $ | 66,512 |
(1)Includes preferred equity investments held by the Company.
(2)Includes the Company's share of equity income from joint ventures and preferred equity investments, gain on sales of co-investments, co-investment promote income and income from early redemption of preferred equity investments. Includes related party income of $7.4 million, $9.1 million, and $8.6 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Operating Co-investments
As of December 31, 2022 and 2021, the Company, through several joint ventures, owned 10,425 and 10,257 apartment homes, respectively, in operating communities. The Company’s book value of these co-investments was $491.8 million and $565.3 million at December 31, 2022 and 2021, respectively.
Predevelopment and Development Co-investments
As of both December 31, 2022 and 2021, the Company, through several joint ventures, owned 264 apartment homes in predevelopment and development communities. The Company’s book value of these co-investments was $13.0 million and $11.1 million at December 31, 2022 and 2021, respectively.
F- 32
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
In 2020, the Company entered into a joint venture to develop LIVIA (fka Scripps Mesa Apartments), a multifamily community comprised of 264 apartment homes located in San Diego, CA. The Company has a 51% ownership interest in the development which has a projected total cost of $102.0 million. Construction began in the third quarter of 2020. The property is projected to commence initial occupancy in the second quarter of 2023 and is projected to be fully stabilized in the first quarter of 2024. The Company has a $5.9 million preferred equity investment in the project, which accrues an annualized preferred return of 10.0% until it is redeemed.
Preferred Equity Investments
As of December 31, 2022 and 2021, the Company held preferred equity investment interests in several joint ventures which own real estate. The Company’s book value of these preferred equity investments was $580.1 million and $565.9 million at December 31, 2022 and 2021, respectively, and is included in the co-investments line in the accompanying consolidated balance sheets.
During 2022, the Company made commitments to fund $84.9 million of preferred equity investment in seven real estate ventures, including one with a related party. See Note 6, Related Party Transactions, for additional details. The investments have initial preferred returns ranging from 8.8% - 10.8%, with maturities ranging from January 2026 to September 2032. As of December 31, 2022, the Company had fully funded $84.9 million of the commitments.
During 2021, the Company made commitments to fund $67.2 million of preferred equity investment in four real estate ventures. The investments have initial preferred returns ranging from 10.0% - 12.5%, with maturities ranging from January 2026 to December 2026. As of December 31, 2022, the Company had fully funded $67.2 million of the commitments.
During 2020, the Company made commitments to fund $191.3 million of preferred equity investment in seven preferred equity investments. The investments have initial preferred returns ranging from 9.0%-11.5%, with maturities ranging from March 2022 to February 2030. As of December 31, 2022, the Company had funded $182.3 million of the $191.3 million of commitments.
During 2019, the Company made commitments to fund $141.7 million of preferred equity investment in five preferred equity investments, some of which include related party sponsors. See Note 6, Related Party Transactions, for additional details. The investments have initial preferred returns ranging from 10.15%-11.3%, with maturities ranging from July 2022 to October 2024. As of December 31, 2022, the Company had fully funded $141.7 million of the commitments.
During 2018, the Company made commitments to fund $45.1 million of preferred equity investment in two preferred equity investments, some of which include related party sponsors. See Note 6, Related Party Transactions, for additional details. The investments have initial preferred returns ranging from 10.25%-12.0%, with maturities ranging from May 2023 to April 2024. As of December 31, 2022, the Company had funded $42.1 million of the $45.1 million of commitments. The remaining committed amount is expected to be funded when requested by the sponsors.
During 2022, the Company received cash proceeds of $132.6 million, including an early redemption fee of $0.9 million, for the full redemption of three preferred equity investments and partial redemption of two preferred equity investments in joint ventures that hold properties located in California. The Company recorded a $2.1 million impairment loss from a preferred equity investment in an unconsolidated co-investment for the year ended December 31, 2022.
In November 2021, the Company converted $11.0 million of its existing preferred equity investment in Silver, a 268-unit apartment home community located in San Jose, CA, into a 58.0% common equity interest in the property. The Company will retain its remaining $13.5 million preferred equity investment in the property at a preferred return of 8.0%. The property is encumbered by $100.0 million of mortgage debt at a rate of 3.15%.
(d) Real Estate under Development
The Company defines development projects as new communities that are being constructed, or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations. As of December 31, 2022, the Company's development pipeline was comprised of one unconsolidated joint venture project under development aggregating 264 apartment homes and various predevelopment projects, with total incurred costs of $102.0 million.
F- 33
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(4) Revenues
Disaggregated Revenue
The following table presents the Company’s revenues disaggregated by revenue source ($ in thousands):
| 2022 | 2021 | 2020 | |||||||||||||||
| Rental income | $ | 1,573,368 | $ | 1,410,197 | $ | 1,462,161 | |||||||||||
| Other property | 22,307 | 21,221 | 23,989 | ||||||||||||||
| Management and other fees from affiliates | 11,139 | 9,138 | 9,598 | ||||||||||||||
| Total revenues | $ | 1,606,814 | $ | 1,440,556 | $ | 1,495,748 |
The following table presents the Company’s rental and other property revenues disaggregated by geographic operating segment ($ in thousands):
| 2022 | 2021 | 2020 | |||||||||||||||
| Southern California | $ | 652,742 | $ | 580,305 | $ | 558,839 | |||||||||||
| Northern California | 639,138 | 584,034 | 604,348 | ||||||||||||||
| Seattle Metro | 271,248 | 239,839 | 243,900 | ||||||||||||||
| Other real estate assets (1) | 32,547 | 27,240 | 79,063 | ||||||||||||||
| Total rental and other property revenues | $ | 1,595,675 | $ | 1,431,418 | $ | 1,486,150 |
(1)Other real estate assets consist of revenue generated from retail space, commercial properties, held for sale properties, disposition properties and straight-line rent adjustments for concessions. Executive management does not evaluate such operating performance geographically.
The following table presents the Company’s rental and other property revenues disaggregated by current property category status ($ in thousands):
| 2022 | 2021 | 2020 | |||||||||||||||
| Same-property (1) | $ | 1,484,976 | $ | 1,346,680 | $ | 1,363,241 | |||||||||||
| Acquisitions (2) | 8,793 | 2,239 | — | ||||||||||||||
| Development (3) | 43,139 | 31,270 | 20,050 | ||||||||||||||
| Redevelopment | 5,766 | 6,169 | 6,931 | ||||||||||||||
| Non-residential/other, net (4) | 58,120 | 55,871 | 74,072 | ||||||||||||||
| Straight line rent concession (5) | (5,119) | (10,811) | 21,856 | ||||||||||||||
| Total rental and other property revenues | $ | 1,595,675 | $ | 1,431,418 | $ | 1,486,150 |
(1)Properties that have comparable stabilized results as of January 1, 2021 and are consolidated by the Company for the years ended December 31, 2022, 2021, and 2020. A community is generally considered to have reach stabilized operations once it achieves an initial occupancy of 90%.
(2)Acquisitions include properties acquired which did not have comparable stabilized results as of January 1, 2021.
(3)Development includes properties developed which did not have stabilized results as of January 1, 2021.
(4)Non-residential/other, net consists of revenue generated from retail space, commercial properties, held for sale properties, disposition properties, student housing, properties undergoing significant construction activities that do not meet our redevelopment criteria, and two communities located in the California counties of Santa Barbara, and Santa Cruz, which the Company does not consider its core markets.
(5)Same-property revenues reflect concessions on a cash basis. Total rental and other property revenues reflect concessions on a straight-line basis in accordance with U.S. GAAP.
F- 34
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
Deferred Revenues and Remaining Performance Obligations
When cash payments are received or due in advance of the Company’s performance of contracts with customers, deferred revenue is recorded. The total deferred revenue balance related to such contracts was $1.7 million and $2.4 million as of December 31, 2022 and December 31, 2021, respectively, and was included in accounts payable and accrued liabilities within the accompanying consolidated balance sheets. The amount of revenue recognized for the year ended December 31, 2022 that was included in the December 31, 2021 deferred revenue balance was $0.7 million, which was included in interest and other income within the consolidated statements of income and comprehensive income.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue recognition accounting standard. As of December 31, 2022, the Company had $1.7 million of remaining performance obligations. The Company expects to recognize approximately 40% of these remaining performance obligations in 2023, an additional 47% through 2025, and the remaining balance thereafter.
Practical Expedients
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.
F- 35
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(5) Notes and Other Receivables
Notes and other receivables consist of the following as of December 31, 2022 and 2021 ($ in thousands):
| 2022 | 2021 | ||||||||||
| Notes receivable, secured, weighted average interest rate of 10.10% as of December 31, 2022 and 10.50% as of December 31, 2021, due February 2023 (Originated March 2020) (1) | $ | — | $ | 17,051 | |||||||
| Note receivable, secured, bearing interest at 9.00%, due December 2023 (Originated November 2020) (2) | — | 87,365 | |||||||||
| Note receivable, secured, bearing interest at 11.50%, due November 2024 (Originated November 2020) | 33,477 | 29,729 | |||||||||
| Related party note receivable, secured, bearing interest at 2.15%, due March 2022 (Originated September 2021) (3) (7) | — | 29,314 | |||||||||
| Related party note receivable, secured, bearing interest at 2.30%, due April 2022 (Originated October 2021) (4) (7) | — | 30,399 | |||||||||
| Note receivable, secured, bearing interest at 11.00%, due October 2025 (Originated October 2021) | 21,452 | — | |||||||||
| Related party note receivable, secured, bearing interest at 2.36%, due February 2022 (Originated November 2021) (5) (7) | — | 62,058 | |||||||||
| Related party note receivable, secured, bearing interest at 2.36%, due February 2022 (Originated November 2021) (6) (7) | — | 48,562 | |||||||||
| Note receivable, secured, bearing interest at 12.00%, due August 2024 (Originated August 2022) | 10,350 | — | |||||||||
| Notes and other receivables from affiliates (7) (8) | 6,975 | 6,556 | |||||||||
| Straight line rent receivables (9) | 12,164 | 15,523 | |||||||||
| Other receivables | 18,961 | 15,232 | |||||||||
| Allowance for credit losses | (334) | (756) | |||||||||
| Total notes and other receivables | $ | 103,045 | $ | 341,033 |
(1) In December 2022, the Company received cash of $15.0 million to payoff the principal of this note receivable.
(2) In November 2022, the Company received cash of $89.3 million to payoff the principal of this note receivable. Additionally, the Company received an early redemption fee of $0.8 million from the payoff.
(3) In January 2022, the Company received cash of $29.2 million to payoff the principal of this note receivable.
(4) In January 2022, the Company received cash of $30.3 million to payoff the principal of this note receivable.
(5) In January 2022, the Company received cash of $61.9 million to payoff the principal of this note receivable.
(6) In January 2022, the Company received cash of $48.4 million to payoff the principal of this note receivable.
(7) See Note 6, Related Party Transactions, for additional details.
(8) These amounts consist of short-term loans outstanding and due from various joint ventures as of December 31, 2022 and 2021, respectively.
(9) These amounts are receivables from lease concessions recorded on a straight-line basis for the Company's operating properties.
The following table presents the activity in the allowance for credit losses for notes and other receivables by loan type ($ in thousands):
| Mezzanine Loans | Bridge Loans | Total | |||||||||||||||
| Balance at December 31, 2021 | $ | 671 | $ | 85 | $ | 756 | |||||||||||
| Provision for credit losses | (337) | (85) | (422) | ||||||||||||||
| Balance at December 31, 2022 | $ | 334 | $ | — | $ | 334 |
No loans were placed on nonaccrual status or charged off during the year ended December 31, 2022 or 2021.
F- 36
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(6) Related Party Transactions
The Company has adopted written related party transaction guidelines that are intended to cover transactions in which the Company (including entities it controls) is a party and in which any "related person" has a direct or indirect interest. A "related person" means any person who is or was (since the beginning of the last fiscal year) a Company director, director nominee, or executive officer, any beneficial owner of more than 5% of the Company’s outstanding common stock, and any immediate family member of any of the foregoing persons. A related person may be considered to have an indirect interest in a transaction if he or she (i) is an owner, director, officer or employee of or otherwise associated with another company that is engaging in a transaction with the Company, or (ii) otherwise, through one or more entities or arrangements, has an indirect financial interest in or personal benefit from the transaction.
The related person transaction review and approval process is intended to determine, among any other relevant issues, the dollar amount involved in the transaction; the nature and value of any related person’s direct or indirect interest (if any) in the transaction; and whether or not (i) a related person’s interest is material, (ii) the transaction is fair, reasonable, and serves the best interest of the Company and its shareholders, and (iii) whether the transaction or relationship should be entered into, continued or ended.
The Company’s Chairman and founder, Mr. George Marcus, is the Chairman of the Marcus & Millichap Company ("MMC"), which is a parent company of a diversified group of real estate service, investment, and development firms. Mr. Marcus is also the Chairman of and owns a controlling interest in Marcus & Millichap, Inc. ("MMI"), a national brokerage firm listed on the NYSE that underwent its initial public offering in 2013. For the year ended December 31, 2022 and 2021, there were no brokerage commission fees paid by the Company to MMC and its affiliates related to real estate transactions. For the year ended December 31, 2020, the Company paid brokerage commissions of $0.2 million to MMC and its affiliates related to real estate transactions.
The Company charges certain fees relating to its co-investments for asset management, property management, development and redevelopment services. These fees from affiliates totaled $14.1 million, $10.3 million, and $11.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of $3.0 million, $1.1 million, and $1.7 million against general and administrative expenses for the years ended December 31, 2022, 2021 and 2020, respectively.
As described in Note 5, Notes and Other Receivables, the Company has provided short-term loans to affiliates. As of December 31, 2022 and 2021, $7.0 million and $6.6 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and are classified within notes and other receivables in the accompanying consolidated balance sheets.
In August 2022, the Company funded an $11.2 million preferred equity investment in an entity whose sponsor includes and affiliate of MMC. The entity owns three multifamily communities located in Azusa, CA. The investment initially accrues interest based on a 9.5% preferred return and is scheduled to mature in August 2027.
In February 2022, the Company provided a $32.8 million related party bridge loan to BEX II in connection with the payoff of a debt related to one of its properties located in Southern California. The note receivable was scheduled to mature in March 2022, but was subsequently paid off in April 2022.
In January 2022, the Company provided a $100.7 million related party bridge loan to Wesco VI in connection with the acquisition of Vela. The note receivable accrued interest at 2.64% and was scheduled to mature in February 2022, but was paid off in January 2022. Additionally, the Company received cash of $121.3 million in January 2022 for the payoff of the remaining related party bridge loans to Wesco VI.
In November 2021, the Company provided a $48.4 million related party bridge loan in connection with the purchase of an interest in a single asset entity owning an apartment home community in Vista, CA. The note receivable accrued interest at 2.36% and was scheduled to mature in February 2022 but was paid off in January 2022. The bridge loan is classified within notes and other receivables in the accompanying consolidated balance sheets.
In November 2021, the Company provided a $61.9 million related party bridge loan to Wesco VI in connection with the acquisition of The Rexford. The note receivable accrued interest at 2.36% and was scheduled to mature in February 2022, but
F- 37
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
was paid off in January 2022. The bridge loan is classified within notes and other receivables in the accompanying consolidated balance sheets.
In October 2021, the Company provided a $30.3 million related party bridge loan to Wesco VI in connection with the acquisition of Monterra in Mill Creek. The note receivable accrued interest at 2.30% and was scheduled to mature in April 2022, but was paid off in January 2022. The bridge loan is classified within notes and other receivables in the accompanying consolidated balance sheets.
In September 2021, the Company provided a $29.2 million related party bridge loan to Wesco VI in connection with the acquisition of Martha Lake Apartments. The note receivable accrued interest at 2.15% and was scheduled to mature in December 2021. In December 2021, the maturity date of the note receivable was extended to March 2022, and in January 2022, the note receivable was paid off. The bridge loan is classified within notes and other receivables in the accompanying consolidated balance sheets.
In March 2021, the Company provided a $52.5 million related party bridge loan to Wesco I in connection with the payoff of a debt related to one of its properties located in Southern California. The note receivable accrued interest at 2.55% and was paid off in July 2021.
In November 2019, the Company provided an $85.5 million related party bridge loan to Wesco V in connection with the acquisition of Velo and Ray. The note receivable accrued interest at LIBOR plus 1.30% and was scheduled to mature in February 2020, but was paid off in January 2020.
In June 2019, the Company acquired Brio, a 300-unit apartment home community located in Walnut Creek, CA. The Company issued DownREIT units to an affiliate of MMC, based on a contract price of $164.9 million. The property was encumbered by $98.7 million of mortgage debt which was assumed by the Company at the time of acquisition. As a result of this transaction, the Company consolidated the property, based on a VIE analysis performed by the Company.
In February 2019, the Company funded a $24.5 million preferred equity investment in an entity whose sponsor is an affiliate of MMC, which owns a multifamily development community located in Mountain View, CA. The investment initially accrued interest based on an 11.0% preferred return which was reduced to 9.0% upon completion and lease-up of the project. The investment is scheduled to mature in February 2024.
In October 2018, the Company funded a $18.6 million preferred equity investment in an entity whose sponsor is an affiliate of MMC. The entity wholly owns a 268 apartment home community development located in Burlingame, CA. The investment initially accrued interest based on a 12.0% preferred return which was reduced to 9.0% upon completion and lease-up of the project. The investment is scheduled to mature in April 2024.
In May 2018, the Company made a commitment to fund a $26.5 million preferred equity investment in an entity whose sponsors include an affiliate of MMC. The entity wholly owns a 400 apartment home community located in Ventura, CA. This investment accrued interest based on a 10.25% initial preferred return. The investment was scheduled to mature in May 2023. In November 2021, the Company received cash of $18.3 million, for the partial redemption of this preferred equity investment, and the maturity of the remaining commitment was extended to December 2028. As of December 31, 2022, the Company had a remaining commitment of $13.0 million and continues to accrue interest on a 9.0% preferred return. The remaining committed amount is expected to be funded if and when requested by the sponsors.
In March 2017, the Company converted its existing $15.3 million preferred equity investment in Sage at Cupertino, a 230 apartment home community located in San Jose, CA, into a 40.5% common equity ownership interest in the property. The Company issued DownREIT units to the other members, including an MMC affiliate, based on an estimated property valuation of $90.0 million. At the time of the conversion, the property was encumbered by $52.0 million of mortgage debt. As a result of this transaction, the Company consolidates the property, based on a consolidation analysis performed by the Company.
F- 38
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(7) Unsecured Debt
Essex does not have any indebtedness as all debt is incurred by the Operating Partnership. Essex guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities up to the maximum amounts and for the full term of the facilities.
Unsecured debt consists of the following as of December 31, 2022 and 2021 ($ in thousands):
| 2022 | 2021 | Weighted Average Maturity In Years as of December 31, 2022 | |||||||||||||||
| Term loan - variable rate, net (1) | $ | (1,611) | $ | — | N/A | ||||||||||||
| Bonds public offering - fixed rate, net | 5,313,779 | 5,307,196 | 7.7 | ||||||||||||||
| Unsecured debt, net (2) | 5,312,168 | 5,307,196 | |||||||||||||||
| Lines of credit (3) | 52,073 | 341,257 | N/A | ||||||||||||||
| Total unsecured debt | $ | 5,364,241 | $ | 5,648,453 | |||||||||||||
| Weighted average interest rate on fixed rate unsecured bonds private placement and bonds public offering | 3.3 | % | 3.3 | % | |||||||||||||
| Weighted average interest rate on lines of credit | 4.4 | % | 1.0 | % |
(1)In October 2022, the Operating Partnership obtained a $300.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%. The loan has been swapped to an all-in fixed rate of 4.2% and matures in October 2024 with three 12-month extension options, exercisable at the Company's option. The loan includes a six-month delayed draw feature. There was $1.6 million of unamortized debt issuance costs as of December 31, 2022.
(2)Includes unamortized discount, net of premiums, of $7.9 million and $9.9 million and unamortized debt issuance costs of $29.9 million and $32.9 million as of December 31, 2022 and 2021, respectively.
(3)Lines of credit, related to the Company's two lines of unsecured credit aggregating $1.24 billion, excludes unamortized debt issuance costs of $5.1 million and $4.4 million as of December 31, 2022 and 2021, respectively. These debt issuance costs are included in prepaid expenses and other assets on the consolidated balance sheets. In July 2022, the Company's $1.2 billion credit facility was amended such that the scheduled maturity date was extended to January 2027 with two 6-month extension options, exercisable at the Company's option. The underlying interest rate on the line is based on a tiered rate structure tied to the Company's corporate ratings and is at the Adjusted Secured Overnight Financing Rate ("SOFR") plus 0.75%. As of December 31, 2021, this credit facility had an interest rate of LIBOR plus 0.775%, which is based on a tiered rate structure tied to the Company's credit ratings and a scheduled maturity date of September 2025 with three six-month extensions, exercisable at the Company's option. In July 2022, the Company's $35.0 million working capital unsecured line of credit was amended such that the scheduled maturity date was extended to July 2024. The underlying interest rate on this line is based on a tiered rate structure tied to the Company's corporate ratings and is at the Adjusted SOFR plus 0.75%. As of December 31, 2021, the Company's working capital unsecured line of credit had an interest rate of LIBOR plus 0.775%, which is based on a tiered rate structure tied to the Company's credit ratings, and had a scheduled maturity date of February 2023.
In March 2021, the Operating Partnership issued $450.0 million of senior unsecured notes due on March 1, 2028 with a coupon rate of 1.700% per annum (the "2028 Notes"), which are payable on March 1 and September 1 of each year, beginning on September 1, 2021. The 2028 Notes were offered to investors at a price of 99.423% of par value. The 2028 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay upcoming debt maturities, including all or a portion of certain unsecured term loans, and for general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022, and 2021, the carrying value of the 2028 Notes, net of discount and debt issuance costs, was $445.4 million and $444.4 million.
F- 39
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
In June 2021, the Operating Partnership issued $300.0 million of senior unsecured notes due on June 15, 2031 with a coupon rate of 2.550% per annum (the "2031 Notes"), which are payable on June 15 and December 15 of each year, beginning on December 15, 2021. The 2031 Notes were offered to investors at a price of 99.367% of par value. The 2031 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay upcoming debt maturities, including to fund the redemption of $300.0 million aggregate principal amount (plus the make-whole amount and accrued and unpaid interest) of its outstanding 3.375% senior unsecured notes due January 2023, and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022, and 2021, the carrying value of the 2031 Notes, net of discount and debt issuance costs, was $296.2 million and $295.7 million.
In February 2020, the Operating Partnership issued $500.0 million of senior unsecured notes due on March 15, 2032, with a coupon rate of 2.650% (the "2032 Notes"), which are payable on March 15 and September 15 of each year, beginning on September 15, 2020. The 2032 Notes were offered to investors at a price of 99.628% of par value. The 2032 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay indebtedness under its unsecured lines of credit, which had been used to fund the buyout of CPPIB's 45.0% joint venture interests, as well as repay $100.3 million of secured debt during the quarter that ended March 31, 2020. In June 2020, the Operating Partnership issued an additional $150.0 million of the 2032 Notes at a price of 105.660% of par value, plus accrued interest from February 2020 up to, but not including, the date of delivery of the additional notes, with an effective yield of 2.093%. These additional notes have substantially identical terms as the 2032 Notes issued in February 2020. The proceeds were used to repay indebtedness under the Company's unsecured credit facilities and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022, and 2021, the carrying value of the 2032 Notes, net of premiums and debt issuance costs, was $650.8 million and $650.6 million respectively.
In August 2020, the Operating Partnership issued $600.0 million of senior unsecured notes, consisting of $300.0 million aggregate principal amount due on January 15, 2031 with a coupon rate of 1.650% (the “2031 Notes”) and $300.0 million aggregate principal amount due on September 1, 2050 with a coupon rate of 2.650% (the “2050 Notes” and together with the 2031 Notes, the “Notes”). The 2031 Notes were offered to investors at a price of 99.035% of par value and the 2050 Notes at 99.691% of par value. Interest is payable on the 2031 Notes semiannually on January 15 and July 15 of each year, beginning on January 15, 2021. Interest is payable on the 2050 Notes semiannually on March 1 and September 1 of each year, beginning on March 1, 2021. The Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The Company used the net proceeds of this offering to repay debt maturities, including certain unsecured private placement notes, secured mortgage notes, and to fund the redemption of $300.0 million aggregate principal amount of
its outstanding 3.625% senior unsecured notes due August 2022, and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, the carrying value of the 2031 Notes and 2050 Notes, net of discount and debt issuance costs was $295.5 million and $295.8 million respectively as of December 31, 2022, and $295.1 million and $295.8 million respectively as of December 31, 2021.
In August 2019, the Operating Partnership issued $400.0 million of senior unsecured notes due on January 15, 2030, with a coupon rate of 3.000% per annum (the "2030 Notes"), which are payable on January 15 and July 15 of each year, beginning on January 15, 2020. The 2030 Notes were offered to investors at a price of 98.632% of the principal amount thereof. The 2030 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc. In October 2019, the Operating Partnership issued an additional $150.0 million of the 2030 notes at a price of 101.685% of the principal amount thereof. These additional notes have substantially identical terms as the 2030 Notes issued in August 2019. The Company used the net proceeds of these offerings to prepay, with no prepayment penalties, certain secured indebtedness under outstanding mortgage notes, to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022, and 2021, the carrying value of the 2030 Notes, net of discount and debt issuance costs, was $544.7 million and $543.9 million, respectively.
F- 40
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
In February 2019, the Operating Partnership issued $350.0 million of senior unsecured notes due on March 1, 2029, with a coupon rate of 4.000% per annum (the "2029 Notes"), which are payable on March 1 and September 1 of each year, beginning on September 1, 2019. The 2029 Notes were offered to investors at a price of 99.188% of the principal amount thereof. The 2029 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc. In March 2019, the Operating Partnership issued an additional $150.0 million of the 2029 Notes at a price of 100.717% of the principal amount thereof. These additional notes have substantially identical terms as the 2029 Notes issued in February 2019. The Company used the net proceeds of these offerings to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022, and 2021, the carrying value of the 2029 Notes, net of discount and debt issuance costs was $496.0 million and $495.4 million, respectively.
In March 2018, the Operating Partnership issued $300.0 million of senior unsecured notes due on March 15, 2048 with a coupon rate of 4.500% per annum and are payable on March 15 and September 15 of each year, beginning on September 15, 2018 (the "2048 Notes"). The 2048 Notes were offered to investors at a price of 99.591% of par value. The 2048 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the carrying value of the 2048 Notes, net of discount and debt issuance costs was $296.1 million and $295.9 million, respectively.
In April 2017, the Operating Partnership issued $350.0 million of senior unsecured notes due on May 1, 2027 with a coupon rate of 3.625% per annum and are payable on May 1 and November 1 of each year, beginning on November 1, 2017 (the "2027 Notes"). The 2027 Notes were offered to investors at a price of 99.423% of par value. The 2027 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the carrying value of the 2027 Notes, net of discount and debt issuance costs was $347.8 million and $347.3 million, respectively.
In April 2016, the Operating Partnership issued $450.0 million of senior unsecured notes due on April 15, 2026 with a coupon rate of 3.375% per annum and are payable on April 15th and October 15th of each year, beginning October 15, 2016 (the "2026 Notes"). The 2026 Notes were offered to investors at a price of 99.386% of par value. The 2026 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the carrying value of the 2026 Notes, net of discount and debt issuance costs was $447.8 million and $447.1 million, respectively.
In March 2015, the Operating Partnership issued $500.0 million of senior unsecured notes due on April 1, 2025 with a coupon rate of 3.5% per annum and are payable on April 1st and October 1st of each year, beginning October 1, 2015 (the "2025 Notes"). The 2025 Notes were offered to investors at a price of 99.747% of par value. The 2025 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the carrying value of the 2025 Notes, net of discount and debt issuance costs was $498.8 million and $498.2 million, respectively.
In April 2014, the Company assumed $900.0 million aggregate principal amount of BRE Property Inc.’s 5.500% senior notes due 2017; 5.200% senior notes due 2021; and 3.375% senior notes due 2023 (together the "BRE Notes"). These notes are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the BRE Notes had no amount outstanding. In March 2017, the Company paid off $300.0 million of 5.500% senior notes, at maturity. In December 2020, the Company paid off $300.0 million of 5.200% senior notes. In June 2021, the Company paid off the remaining $300.0 million of 3.375% senior notes due 2023.
In April 2014, the Operating Partnership issued $400.0 million of senior unsecured notes due on May 1, 2024 with a coupon rate of 3.875% per annum and are payable on May 1st and November 1st of each year, beginning November 1, 2014 (the "2024 Notes"). The 2024 Notes were offered to investors at a price of 99.234% of par value. The 2024 Notes are general unsecured
F- 41
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the carrying value of the 2024 Notes, net of discount and debt issuance costs was $399.1 million and $398.5 million, respectively.
In April 2013, the Operating Partnership issued $300.0 million of senior unsecured notes due on May 1, 2023 with a coupon rate of 3.25% per annum and are payable on May 1st and November 1st of each year, beginning November 1, 2013 (the "2023 Notes"). The 2023 Notes were offered to investors at a price of 99.152% of par value. The 2023 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc. These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the carrying value of the 2023 Notes, net of discount and debt issuance costs was $299.8 million and $299.3 million, respectively.
The following is a summary of the Company’s senior unsecured notes as of December 31, 2022 and 2021 ($ in thousands):
| Maturity | 2022 | 2021 | Coupon Rate | ||||||||||||||||||||
| Senior notes | May 2023 | $ | 300,000 | $ | 300,000 | 3.250 | % | ||||||||||||||||
| Senior notes | May 2024 | 400,000 | 400,000 | 3.875 | % | ||||||||||||||||||
| Senior notes | April 2025 | 500,000 | 500,000 | 3.500 | % | ||||||||||||||||||
| Senior notes | April 2026 | 450,000 | 450,000 | 3.375 | % | ||||||||||||||||||
| Senior notes | May 2027 | 350,000 | 350,000 | 3.625 | % | ||||||||||||||||||
| Senior notes | March 2028 | 450,000 | 450,000 | 1.700 | % | ||||||||||||||||||
| Senior notes | March 2029 | 500,000 | 500,000 | 4.000 | % | ||||||||||||||||||
| Senior notes | January 2030 | 550,000 | 550,000 | 3.000 | % | ||||||||||||||||||
| Senior notes | January 2031 | 300,000 | 300,000 | 1.650 | % | ||||||||||||||||||
| Senior notes | June 2031 | 300,000 | 300,000 | 2.550 | % | ||||||||||||||||||
| Senior notes | March 2032 | 650,000 | 650,000 | 2.650 | % | ||||||||||||||||||
| Senior notes | March 2048 | 300,000 | 300,000 | 4.500 | % | ||||||||||||||||||
| Senior notes | September 2050 | 300,000 | 300,000 | 2.650 | % | ||||||||||||||||||
| $ | 5,350,000 | $ | 5,350,000 |
The aggregate scheduled principal payments of unsecured debt payable, excluding lines of credit, at December 31, 2022 are as follows ($ in thousands):
| 2023 | $ | 300,000 | |||
| 2024 | 400,000 | ||||
| 2025 | 500,000 | ||||
| 2026 | 450,000 | ||||
| 2027 | 350,000 | ||||
| Thereafter | 3,350,000 | ||||
| $ | 5,350,000 |
As of December 31, 2022, the Company had two unsecured lines of credit aggregating $1.24 billion, including a $1.2 billion unsecured line of credit and a $35.0 million working capital unsecured line of credit.
As of December 31, 2022, there was $40.0 million outstanding on the $1.2 billion unsecured line of credit. In July 2022, this credit facility was amended such that the scheduled maturity date was extended to January 2027 with two 6-month extension options, exercisable at the Company's option. The underlying interest rate on the line is based on a tiered rate structure tied to the Company's corporate ratings and is at the Adjusted Secured Overnight Financing Rate ("SOFR") plus 0.75%. As of December 31, 2021, there was $340.0 million outstanding on the line with an interest rate based on a tiered rate structure tied to
F- 42
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
the Company's credit ratings and was LIBOR plus 0.775%. This line of credit had a scheduled maturity date in September 2025 with three 6-month extensions, exercisable at the Company's option as of December 31, 2021.
As of December 31, 2022, there was $12.1 million outstanding on the Company's $35.0 million working capital unsecured line of credit. In July 2022, the line of credit facility was amended such that the scheduled maturity date was extended to July 2024. The underlying interest rate on this line is based on a tiered rate structure tied to the Company's corporate ratings and is at the Adjusted SOFR plus 0.75%. As of December 31, 2021, there was $1.3 million outstanding on this line with an interest rate based on a tiered rate structure tied to the Company's credit ratings and was LIBOR plus 0.775% as of December 31, 2021.
The Company’s unsecured lines of credit and unsecured debt agreements contain debt covenants related to limitations on indebtedness and liabilities, and maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization. The Company was in compliance with the debt covenants as of December 31, 2022 and 2021.
(8) Mortgage Notes Payable
Essex does not have any indebtedness as all debt is incurred by the Operating Partnership. Mortgage notes payable consist of the following as of December 31, 2022 and 2021 ($ in thousands):
| 2022 | 2021 | ||||||||||
| Fixed rate mortgage notes payable | $ | 371,849 | $ | 415,350 | |||||||
| Variable rate mortgage notes payable (1) | 222,094 | 223,609 | |||||||||
| Total mortgage notes payable (2) | $ | 593,943 | $ | 638,959 | |||||||
| Number of properties securing mortgage notes | 11 | 12 | |||||||||
| Remaining terms | 2-24 years | 1-25 years | |||||||||
| Weighted average interest rate | 3.5 | % | 2.7 | % |
The aggregate scheduled principal payments of mortgage notes payable at December 31, 2022 are as follows ($ in thousands):
| 2023 | $ | 2,945 | |||
| 2024 | 3,109 | ||||
| 2025 | 133,054 | ||||
| 2026 | 99,405 | ||||
| 2027 | 153,955 | ||||
| Thereafter | 202,269 | ||||
| $ | 594,737 |
(1)Variable rate mortgage notes payable, including $223.6 million in bonds that have been converted to variable rate through total return swap contracts, consists of multifamily housing mortgage revenue bonds secured by deeds of trust on rental properties and guaranteed by collateral pledge agreements, payable monthly at a variable rate as defined in the Loan Agreement (approximately 3.5% at December 2022 and 1.1% at December 2021) including credit enhancement and underwriting fees. Among the terms imposed on the properties, which are security for the bonds, is a requirement that 20% of the apartment homes are subject to tenant income criteria. Once the bonds have been repaid, the properties may no longer be obligated to comply with such tenant income criteria. Principal balances are due in full at various maturity dates from December 2027 through December 2046. The Company had no interest rate cap agreements as of December 31, 2022 and 2021, respectively.
(2)Includes total unamortized premium, net of discounts, of $1.2 million and $2.5 million and reduced by unamortized debt issuance costs of $2.0 million and $1.5 million as of December 31, 2022 and 2021, respectively.
For the Company’s mortgage notes payable as of December 31, 2022, monthly interest expense and principal amortization, excluding balloon payments, totaled approximately $2.3 million and $0.3 million, respectively. Second deeds of trust accounted for none of the mortgage notes payable balance as of both December 31, 2022 and 2021. Repayment of debt before the scheduled maturity date could result in prepayment penalties. The prepayment penalty on the majority of the Company’s mortgage notes payable are computed by the greater of (a) 1% of the amount of the principal being prepaid or (b) the present
F- 43
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
value of the principal being prepaid multiplied by the difference between the interest rate of the mortgage note and the stated yield rate on a U.S. treasury security which generally has an equivalent remaining term as the mortgage note.
(9) Derivative Instruments and Hedging Activities
The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage certain interest rate risks. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps and total return swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
In September 2022, the Company entered into one forward starting interest rate swap, with settlement payments commencing in May 2023, related to the $300.0 million unsecured term loan entered into in October 2022. The term loan is priced at Adjusted SOFR plus 0.85% and has been swapped to an all-in fixed rate of 4.2%. The term loan matures in October 2024 with three 12-month extension options, each exercisable at the Company's option and the swap has a termination date of October 2026. The term loan includes a 6-month delayed draw feature and had no balance drawn as of December 31, 2022.
In November 2016, the Company replaced its $225.0 million term loan with a $350.0 million five-year term loan with a delayed draw feature that carries a variable interest rate of LIBOR plus 95 basis points. In 2016, the Company entered into four forward starting interest rate swaps (settlement payments commenced in March 2017) and in 2017, the Company entered into one forward starting interest rate swap (settlement payments commenced in March 2017) all related to the $350.0 million term loan. These five swaps, with a total notional amount of $175.0 million were terminated during the year-ended December 31, 2021.
As of December 31, 2022 and 2021, the Company had no interest rate caps.
As of December 31, 2022 and 2021, the aggregate carrying value of the interest rate swap contracts were an asset of $5.6 million and zero, respectively. As of December 31, 2022 and 2021, the swap contracts were presented in the consolidated balance sheets as an asset of $5.6 million and zero, respectively, and were included in prepaid expenses and other assets on the consolidated balance sheets.
Hedge ineffectiveness related to cash flow hedges, which is included in interest expense on the consolidated statements of income, was zero for the years ended December 31, 2022, 2021, and 2020 respectively.
The Company has four total return swap contracts, with an aggregate notional amount of $223.6 million, that effectively convert $223.6 million of mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index ("SIFMA") plus a spread. The total return swaps provide fair market value protection on the mortgage notes payable to our counterparties during the initial period of the total return swap until the Company's option to call the mortgage notes at par can be exercised. The Company can currently call all four of the total return swaps with $223.6 million of the outstanding debt at par. These derivatives do not qualify for hedge accounting and had a carrying and fair value of zero at both December 31, 2022 and 2021, respectively. These total return swaps are scheduled to mature between December 2024 and November 2033. The realized gains of $7.9 million, $10.8 million, and $10.7 million as of December 31, 2022, 2021, and 2020, respectively, were reported on the consolidated statements of income as total return swap income.
(10) Lease Agreements - Company as Lessor
As of December 31, 2022, the Company is a lessor of apartment homes at all of its consolidated operating and lease-up communities, three commercial buildings, and commercial portions of mixed use communities. The apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months) while commercial lease terms typically range from 5 to 20 years. All such leases are classified as operating leases.
F- 44
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
Although the majority of the Company’s apartment home and commercial leasing income is derived from fixed lease payments, some lease agreements also allow for variable payments. The primary driver of variable leasing income comes from utility reimbursements from apartment home leases and common area maintenance reimbursements from commercial leases. A small number of commercial leases contain provisions for lease payments based on a percentage of gross retail sales over set hurdles.
At the end of the term of apartment home leases, unless the lessee decides to renew the lease with the Company at the market rate or gives notice not to renew, the lease will be automatically renewed on a month-to-month term. Apartment home leases include an option to terminate the lease, however the lessee must pay the Company for expected or actual downtime to find a new tenant to lease the space or a lease-break fee specified in the lease agreement. Most commercial leases include options to renew, with the renewal periods extending the term of the lease for no greater than the same period of time as the original lease term. The initial option to renew for commercial leases will typically be based on a fixed price while any subsequent renewal options will generally be based on the current market rate at the time of the renewal. Certain commercial leases contain lease termination options that would require the lessee to pay termination fees based on the expected amount of time it would take the Company to re-lease the space.
The Company’s apartment home and commercial lease agreements do not contain residual value guarantees. As the Company is the lessor of real estate assets which tend to either hold their value or appreciate, residual value risk is not deemed to be substantial. Furthermore, the Company carries comprehensive liability, fire, extended coverage, and rental loss insurance for each of its communities as well as limited insurance coverage for certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes.
A maturity analysis of undiscounted future minimum non-cancelable base rent to be received under the above operating leases as of December 31, 2022 is summarized as follows ($ in thousands):
| Future Minimum Rent | |||||
| 2023 | $ | 697,146 | |||
| 2024 | 21,421 | ||||
| 2025 | 17,870 | ||||
| 2026 | 14,853 | ||||
| 2027 | 12,777 | ||||
| Thereafter | 28,820 | ||||
| $ | 792,887 |
The Company accounts for operating lease (e.g., fixed payments including rent) and non-lease components (e.g., utility reimbursements and common-area maintenance costs) as a single combined lease component under ASC 842 "Leases" as the lease components are the predominant elements of the combined components.
(11) Lease Agreements - Company as Lessee
As of December 31, 2022, the Company is a lessee of corporate office space, ground leases and a parking lease associated with various consolidated properties, and equipment. Lease terms for the Company's office leases, in general, range between 5 to 10 years while ground leases and the parking lease have terms typically ranging from 20 to 85 years. The corporate office leases occasionally contain renewal options of approximately five years while certain ground leases contain renewal options that can extend the lease term from approximately 10 to 39 years.
A majority of the Company’s ground leases and the parking lease are subject to changes in the Consumer Price Index ("CPI"). Furthermore, certain of the Company’s ground leases include rental payments based on a percentage of gross or net income. While lease liabilities are not remeasured as a result of changes in the CPI or percentage of gross or net income, such changes are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.
The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.
F- 45
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
As of December 31, 2022 and 2021, the Company had no material finance leases.
Supplemental consolidated balance sheet information related to leases as of December 31, 2022 and 2021 is as follows ($ in thousands):
| Classification | December 31, 2022 | December 31, 2021 | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Operating lease right-of-use assets | Operating lease right-of-use assets | $ | 67,239 | $ | 68,972 | ||||||||||||||||||
| Total leased assets | $ | 67,239 | $ | 68,972 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Operating lease liabilities | Operating lease liabilities | $ | 68,696 | $ | 70,675 | ||||||||||||||||||
| Total lease liabilities | $ | 68,696 | $ | 70,675 |
The components of lease expense for the years ended December 31, 2022 and 2021 were as follows ($ in thousands):
| December 31, 2022 | December 31, 2021 | ||||||||||
| Operating lease cost | $ | 6,697 | $ | 6,729 | |||||||
| Variable lease cost | 1,750 | 1,639 | |||||||||
| Short-term lease cost | 204 | 287 | |||||||||
| Sublease income | (418) | (438) | |||||||||
| Total lease cost | $ | 8,233 | $ | 8,217 |
A maturity analysis of lease liabilities as of December 31, 2022 is as follows ($ in thousands):
| Operating Leases | |||||||||||||||||
| 2023 | $ | 6,962 | |||||||||||||||
| 2024 | 7,251 | ||||||||||||||||
| 2025 | 6,887 | ||||||||||||||||
| 2026 | 5,035 | ||||||||||||||||
| 2027 | 3,421 | ||||||||||||||||
| Thereafter | 132,556 | ||||||||||||||||
| Total lease payments | $ | 162,112 | |||||||||||||||
| Less: Imputed interest | (93,416) | ||||||||||||||||
| Present value of lease liabilities | $ | 68,696 |
Lease term and discount rate information for leases at December 31, 2022 and 2021 are as follows:
| December 31, 2022 | December 31, 2021 | |||||||
| Weighted-average of remaining lease terms (years) | ||||||||
| Operating Leases | 40 | 40 | ||||||
| Weighted-average of discount rates | ||||||||
| Operating Leases | 5.01 | % | 5.01 | % | ||||
F- 46
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
Practical Expedients
Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.
The Company has elected to account for lease components (e.g., fixed payments including rent) and non-lease components (e.g., common-area maintenance costs) as a single combined lease component as the lease components are the predominant elements of the combined components.
(12) Equity Transactions
Common Stock Offerings
In September 2021, the Company entered into a new equity distribution agreement pursuant to which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $900.0 million (the "2021 ATM Program"). In connection with the 2021 ATM Program, the Company may also enter into related forward sale agreements, and may sell shares of its common stock pursuant to these agreements. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receipt of the proceeds from the sale of shares until a later date should the Company elect to settle such forward sale agreement, in whole or in part, in shares of its common stock.
The 2021 ATM Program replaced the Company's prior equity distribution agreement entered into in September 2018 ("the "2018 ATM Program") which was terminated upon the establishment of the 2021 ATM Program.
For the year ended December 31, 2022, the Company did not sell any shares of its common stock through the 2021 ATM Program. For the years ended December 31, 2021 and December 31, 2020, the Company did not sell any shares of its common stock through the 2021 ATM Program or the 2018 ATM Program. As of December 31, 2022, there are no outstanding forward sale agreements, and $900.0 million of shares remain available to be sold under the 2021 ATM Program.
Operating Partnership Units and Long-Term Incentive Plan ("LTIP") Units
As of December 31, 2022 and 2021, the Operating Partnership had outstanding 2,166,359 and 2,176,327 OP Units respectively. As of both December 31, 2022 and 2021 the Operating Partnership had 106,137 vested LTIP units. The Operating Partnership’s general partner, Essex, owned 96.6% of the partnership interests in the Operating Partnership as of both December 31, 2022 and 2021, and Essex is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, Essex effectively controls the ability to issue common stock of Essex upon a limited partner’s notice of redemption. Essex has generally acquired OP Units upon a limited partner’s notice of redemption in exchange for shares of its common stock. The redemption provisions of OP Units owned by limited partners that permit Essex to settle in either cash or common stock at the option of Essex were further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that, with few exceptions, these OP Units meet the requirements to qualify for presentation as permanent equity.
LTIP units represent an interest in the Operating Partnership for services rendered or to be rendered by the LTIP unitholder in its capacity as a partner, or in anticipation of becoming a partner, in the Operating Partnership. Upon the occurrence of specified events, LTIP units may over time achieve full parity with common units of the Operating Partnership for all purposes. Upon achieving full parity, LTIP units will be exchanged for an equal number of the OP Units.
The collective redemption value of OP Units and LTIP units owned by the limited partners, not including Essex, was approximately $481.6 million and $804.0 million based on the closing price of Essex's common stock as of December 31, 2022 and 2021, respectively.
F- 47
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(13) Net Income Per Common Share and Net Income Per Common Unit
Essex Property Trust, Inc.
Basic and diluted income per share is calculated as follows for the years ended December 31 ($ in thousands, except share and per share amounts):
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Income | Weighted- average Common Shares | Per Common Share Amount | Income | Weighted- average Common Shares | Per Common Share Amount | Income | Weighted- average Common Shares | Per Common Share Amount | |||||||||||||||||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 408,315 | 65,079,764 | $ | 6.27 | $ | 488,554 | 65,051,465 | $ | 7.51 | $ | 568,870 | 65,454,057 | $ | 8.69 | ||||||||||||||||||||||||||||||||||||||
| Effect of Dilutive Securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options | 18,422 | — | 37,409 | — | 16,678 | ||||||||||||||||||||||||||||||||||||||||||||||||
| DownREIT units | — | — | — | — | 783 | 94,247 | |||||||||||||||||||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 408,315 | 65,098,186 | $ | 6.27 | $ | 488,554 | 65,088,874 | $ | 7.51 | $ | 569,653 | 65,564,982 | $ | 8.69 |
The table above excludes from the calculations of diluted earnings per share weighted average convertible OP Units of 2,276,341, 2,289,391 and 2,296,608, which include vested Series Z-1 Incentive Units, 2014 Long-Term Incentive Plan Units, and 2015 Long-Term Incentive Plan Units, for the years ended December 31, 2022, 2021 and 2020, respectively, because they were anti-dilutive. The related income allocated to these convertible OP Units aggregated $14.3 million, $17.2 million and $20.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Stock options of 253,845, 116,380, and 403,458 for the years ended December 31, 2022, 2021, and 2020, respectively, were excluded from the calculation of diluted earnings per share because the assumed proceeds per share of such options plus the average unearned compensation were greater than the average market price of the common stock for the years ended and, therefore, were anti-dilutive.
Essex Portfolio, L.P.
Basic and diluted income per unit is calculated as follows for the years ended December 31 ($ in thousands, except unit and per unit amounts):
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Income | Weighted- average Common Units | Per Common Unit Amount | Income | Weighted- average Common Units | Per Common Unit Amount | Income | Weighted- average Common Units | Per Common Unit Amount | |||||||||||||||||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income available to common unitholders | $ | 422,612 | 67,356,105 | $ | 6.27 | $ | 505,745 | 67,340,856 | $ | 7.51 | $ | 588,782 | 67,750,665 | $ | 8.69 | ||||||||||||||||||||||||||||||||||||||
| Effect of Dilutive Securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options | — | 18,422 | — | 37,409 | — | 16,678 | |||||||||||||||||||||||||||||||||||||||||||||||
| DownREIT units | — | — | — | — | 783 | 94,247 | |||||||||||||||||||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income available to common unitholders | $ | 422,612 | 67,374,527 | $ | 6.27 | $ | 505,745 | 67,378,265 | $ | 7.51 | $ | 589,565 | 67,861,590 | $ | 8.69 |
F- 48
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
Stock options of 253,845, 116,380, and 403,458, for the years ended December 31, 2022, 2021, and 2020, respectively, were excluded from the calculation of diluted earnings per unit because the assumed proceeds per unit of these options plus the average unearned compensation were greater than the average market price of the common unit for the years ended and, therefore, were anti-dilutive.
F- 49
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(14) Equity Based Compensation Plans
Stock Options and Restricted Stock
In May 2018, stockholders approved the Company’s 2018 Stock Award and Incentive Compensation Plan ("2018 Plan"). The 2018 Plan serves as the successor to the Company’s 2013 Stock Incentive Plan (the "2013 Plan"). The Company’s 2018 Plan provides incentives to attract and retain officers, directors and key employees. The 2018 Plan provides for the grant of stock-based awards to employees, directors and consultants of the Company and its affiliates. The aggregate number of shares of the Company’s common stock available for issuance pursuant to awards granted under the 2018 Plan is 2,000,000 shares, plus the number of shares authorized for grants and available for issuance under the 2013 Plan as of the effective date of the 2018 Plan and the number of shares subject to outstanding awards under the 2013 Plan that are forfeited or otherwise not issued under such awards. No further awards will be granted under the 2013 Plan and the shares that remained available for future issuance under the 2013 Plan as of the effective date of the 2018 Plan will be available for issuance under the 2018 Plan. In connection with the adoption of the 2018 Plan, the Board delegated to the Compensation Committee of the Board the authority to administer the 2018 Plan.
Equity-based compensation costs for options and restricted stock under the fair value method totaled $11.4 million, $11.7 million, and $12.9 million for years ended December 31, 2022, 2021 and 2020, respectively. For each of the years ended December 31, 2022, 2021 and 2020 equity-based compensation costs included $3.5 million related to restricted stock for bonuses awarded based on asset dispositions, which is recorded as a cost of real estate and land sold, respectively. Stock-based compensation for options and restricted stock related to recipients who are direct and incremental to projects under development were capitalized and totaled $0.7 million, $0.9 million, and $1.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. The intrinsic value of the options exercised totaled $7.6 million, $25.7 million, and $7.4 million, for the years ended December 31, 2022, 2021, and 2020 respectively. The intrinsic value of the options exercisable totaled $0.2 million and $22.5 million as of December 31, 2022 and 2021, respectively.
Total unrecognized compensation cost related to unvested stock options totaled $3.7 million as of December 31, 2022 and the unrecognized compensation cost is expected to be recognized over a period of 2.0 years.
The average fair value of stock options granted for the years ended December 31, 2022, 2021 and 2020 was $23.39, $24.68 and $20.69, respectively. Certain stock options granted in 2022, 2021, and 2020 included a $100 cap on the appreciation of the market price over the exercise price. The fair value of stock options was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants:
| 2022 | 2021 | 2020 | |||||||||||||||
| Stock price | $ | 245.17 | $ | 329.71 | $ | 244.74 | |||||||||||
| Risk-free interest rates | 3.50 | % | 1.22 | % | 0.83 | % | |||||||||||
| Expected lives | 6 years | 6 years | 6 years | ||||||||||||||
| Volatility | 27.98 | % | 27.00 | % | 25.72 | % | |||||||||||
| Dividend yield | 3.06 | % | 2.90 | % | 2.93 | % |
A summary of the status of the Company’s stock option plans as of December 31, 2022, 2021, and 2020 and changes during the years ended on those dates is presented below:
F- 50
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||
| Shares | Weighted- average exercise price | Shares | Weighted- average exercise price | Shares | Weighted- average exercise price | ||||||||||||||||||||||||||||||
| Outstanding at beginning of year | 463,863 | $ | 284.82 | 613,109 | $ | 255.86 | 572,971 | $ | 251.10 | ||||||||||||||||||||||||||
| Granted | 111,757 | 245.17 | 99,479 | 329.71 | 149,020 | 244.74 | |||||||||||||||||||||||||||||
| Exercised | (76,246) | 245.43 | (248,725) | 231.37 | (70,802) | 208.57 | |||||||||||||||||||||||||||||
| Forfeited and canceled | (11,928) | 281.19 | — | — | (38,080) | 228.64 | |||||||||||||||||||||||||||||
| Outstanding at end of year | 487,446 | 279.46 | 463,863 | 284.82 | 613,109 | 255.86 | |||||||||||||||||||||||||||||
| Options exercisable at year end | 293,377 | 285.76 | 274,244 | 270.11 | 361,985 | 245.83 |
The following table summarizes information about restricted stock outstanding as of December 31, 2022, 2021 and 2020 and changes during the years ended:
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||
| Shares | Weighted- average grant price | Shares | Weighted- average grant price | Shares | Weighted- average grant price | ||||||||||||||||||||||||||||||
| Unvested at beginning of year | 159,401 | $ | 251.03 | 132,603 | $ | 214.34 | 114,877 | $ | 197.62 | ||||||||||||||||||||||||||
| Granted | 72,838 | 215.73 | 50,349 | 337.52 | 45,196 | 248.16 | |||||||||||||||||||||||||||||
| Vested | (44,945) | 306.25 | (22,387) | 229.90 | (15,116) | 170.61 | |||||||||||||||||||||||||||||
| Forfeited and canceled | (4,379) | 272.12 | (1,164) | 219.30 | (12,354) | 184.11 | |||||||||||||||||||||||||||||
| Unvested at end of year | 182,915 | 222.90 | 159,401 | 251.03 | 132,603 | 214.34 |
The unrecognized compensation cost related to unvested restricted stock totaled $13.8 million as of December 31, 2022 and is expected to be recognized over a period of 2.0 years.
Long-Term Incentive Plans – LTIP Units
On December 9, 2014, the Operating Partnership issued 44,750 LTIP units under the 2015 Long-Term Incentive Plan Award agreements to executives of the Company. The 2015 Long-Term Incentive Plan Units (the "2015 LTIP Units") are subject to forfeiture based on performance-based and service based conditions. An additional 24,000 LTIP units were granted subject only to performance-based criteria and were fully vested on the date granted. The 2015 LTIP Units, that are subject to vesting, vested at 20% per year on each of the first five anniversaries of the initial grant date. The 2015 LTIP Units performance conditions measurement ended on December 9, 2015 and 95.75% of the units awarded were earned by the recipients. 2015 LTIP Units not earned based on the performance-based criteria were automatically forfeited by the recipients. The 2015 LTIP Units are convertible one-for-one into OP Units which, in turn, are convertible into common stock of the Company subject to a ten-year liquidity restriction.
In December 2013, the Operating Partnership issued 50,500 LTIP units under the 2014 Long-Term Incentive Plan Award agreements to executives of the Company. The 2014 Long-Term Incentive Plan Units (the "2014 LTIP Units") were subject to forfeiture based on performance-based conditions and are currently subject to service based vesting. The 2014 LTIP Units vested 25% per year on each of the first four anniversaries of the initial grant date. In December 2014, the Company achieved the performance criteria and all of the 2014 LTIP Units awarded were earned by the recipients, subject to satisfaction of service based vesting conditions. The 2014 LTIP Units are convertible one-for-one into OP Units which, in turn, are convertible into common stock of the Company subject to a ten year liquidity restriction.
The estimated fair value of the 2015 LTIP Units and 2014 LTIP Units were determined on the grant date using Monte Carlo simulations under a risk-neutral premise and considered Essex’s stock price on the date of grant, the unpaid dividends on unvested units and the discount factor for ten years of illiquidity.
F- 51
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
Prior to 2013, the Company issued Series Z Incentive Units and Series Z-1 Incentive Units (collectively referred to as "Z Units") of limited partnership interest in the Operating Partnership. Vesting in the Z Units is based on performance criteria established in the plan. The criteria can be revised by the Compensation Committee of the Board of Directors if the Committee deems that the plan's criterion is unachievable for any given year. The sale of Z Units is contractually prohibited. Z Units are convertible into Operating Partnership units which are exchangeable for shares of the Company’s common stock that have marketability restrictions. The estimated fair value of Z Units were determined on the grant date and considered the Company's stock price on the date of grant, the dividends that are not paid on unvested units and a marketability discount for the 8 to 15 years of illiquidity. Compensation expense is calculated by multiplying estimated vesting increases for the period by the estimated fair value as of the grant date.
During 2011 and 2010, the Operating Partnership issued 154,500 Series Z-1 Incentive Units (the "Z-1 Units") of limited partner interest to executives of the Company. The Z-1 Units are convertible one-for-one into common units of the Operating Partnership (which, in turn, are convertible into common stock of the Company) upon the earlier to occur of 100 percent vesting of the units or the year 2026. The conversion ratchet (accounted for as vesting) of the Z-1 Units into common units, is to increase consistent with the Company’s annual FFO growth, but is not to be less than zero or greater than 14 percent. Z-1 Unitholders are entitled to receive distributions, on vested units, that are now equal to dividends distributed to common stockholders.
Equity-based compensation costs for LTIP and Z Units under the fair value method totaled approximately zero for the years ended December 31, 2022, 2021 and 2020. Equity-based compensation costs related to LTIP Units attributable to recipients who are direct and incremental to these projects was capitalized to real estate under development and totaled approximately zero for the years ended December 31, 2022, 2021, and 2020. The intrinsic value of the vested and unvested LTIP Units totaled $22.5 million as of December 31, 2022. Total unrecognized compensation cost related to the unvested LTIP Units under the LTIP Units plans was zero as of December 31, 2022.
The following table summarizes information about the LTIP Units outstanding as of December 31, 2022:
| Long-Term Incentive Plan - LTIP Units | |||||||||||||||||||||||||||||
| Total Vested Units | Total Unvested Units | Total Outstanding Units | Weighted- average Grant-date Fair Value | Weighted- average Remaining Contractual Life (years) | |||||||||||||||||||||||||
| Balance, December 31, 2019 | 143,257 | 1,890 | 145,147 | $ | 75.03 | 5.2 | |||||||||||||||||||||||
| Granted | — | — | — | ||||||||||||||||||||||||||
| Vested | 1,890 | (1,890) | — | ||||||||||||||||||||||||||
| Converted | (39,010) | — | (39,010) | ||||||||||||||||||||||||||
| Cancelled | — | — | — | ||||||||||||||||||||||||||
| Balance, December 31, 2020 | 106,137 | — | 106,137 | $ | 84.47 | 3.6 | |||||||||||||||||||||||
| Granted | — | — | — | ||||||||||||||||||||||||||
| Vested | — | — | — | ||||||||||||||||||||||||||
| Converted | — | — | — | ||||||||||||||||||||||||||
| Cancelled | — | — | — | ||||||||||||||||||||||||||
| Balance, December 31, 2021 | 106,137 | — | 106,137 | $ | 84.47 | 2.6 | |||||||||||||||||||||||
| Granted | — | — | — | ||||||||||||||||||||||||||
| Vested | — | — | — | ||||||||||||||||||||||||||
| Converted | — | — | — | ||||||||||||||||||||||||||
| Cancelled | — | — | — | ||||||||||||||||||||||||||
| Balance, December 31, 2022 | 106,137 | — | 106,137 | $ | 84.47 | 1.6 |
F- 52
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
(15) Segment Information
The Company's segment disclosures present the measure used by the chief operating decision makers for purposes of assessing each segment's performance. The Company's chief operating decision makers are comprised of several members of its executive management team who use net operating income ("NOI") to assess the performance of the business for the Company's reportable operating segments. NOI represents total property revenues less direct property operating expenses.
The executive management team generally evaluates the Company's operating performance geographically. The Company defines its reportable operating segments as the three geographical regions in which its communities are located: Southern California, Northern California and Seattle Metro.
Excluded from segment revenues and NOI are management and other fees from affiliates and interest and other income. Non-segment revenues and NOI included in the following schedule also consist of revenues generated from commercial properties and properties that have been sold. Other non-segment assets include items such as real estate under development, co-investments, real estate held for sale, cash and cash equivalents, marketable securities, notes and other receivables, and prepaid expenses and other assets.
F- 53
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
The revenues and NOI for each of the reportable operating segments are summarized as follows for the years ended December 31, 2022, 2021, and 2020 ($ in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Southern California | $ | 652,742 | $ | 580,305 | $ | 558,839 | |||||||||||
| Northern California | 639,138 | 584,034 | 604,348 | ||||||||||||||
| Seattle Metro | 271,248 | 239,839 | 243,900 | ||||||||||||||
| Other real estate assets | 32,547 | 27,240 | 79,063 | ||||||||||||||
| Total property revenues | $ | 1,595,675 | $ | 1,431,418 | $ | 1,486,150 | |||||||||||
| Net operating income: | |||||||||||||||||
| Southern California | $ | 464,023 | $ | 402,608 | $ | 385,766 | |||||||||||
| Northern California | 445,763 | 401,870 | 431,047 | ||||||||||||||
| Seattle Metro | 191,476 | 160,959 | 166,806 | ||||||||||||||
| Other real estate assets | 27,144 | 20,745 | 61,919 | ||||||||||||||
| Total net operating income | 1,128,406 | 986,182 | 1,045,538 | ||||||||||||||
| Management and other fees from affiliates | 11,139 | 9,138 | 9,598 | ||||||||||||||
| Corporate-level property management expenses | (40,704) | (36,211) | (34,361) | ||||||||||||||
| Depreciation and amortization | (539,319) | (520,066) | (525,497) | ||||||||||||||
| General and administrative | (56,577) | (51,838) | (65,388) | ||||||||||||||
| Expensed acquisition and investment related costs | (2,132) | (203) | (1,591) | ||||||||||||||
| Impairment loss | — | — | (1,825) | ||||||||||||||
| Gain on sale of real estate and land | 94,416 | 142,993 | 64,967 | ||||||||||||||
| Interest expense | (204,798) | (203,125) | (220,633) | ||||||||||||||
| Total return swap income | 7,907 | 10,774 | 10,733 | ||||||||||||||
| Interest and other (loss) income | (19,040) | 98,744 | 40,999 | ||||||||||||||
| Equity income from co-investments | 26,030 | 111,721 | 66,512 | ||||||||||||||
| Deferred tax benefit (expense) on unconsolidated co-investments | 10,236 | (15,668) | (1,531) | ||||||||||||||
| Loss on early retirement of debt, net | (2) | (19,010) | (22,883) | ||||||||||||||
| Gain on remeasurement of co-investment | 17,423 | 2,260 | 234,694 | ||||||||||||||
| Net income | $ | 432,985 | $ | 515,691 | $ | 599,332 |
F- 54
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
Total assets for each of the reportable operating segments are summarized as follows as of December 31, 2022 and 2021 ($ in thousands):
| As of December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Assets: | |||||||||||
| Southern California | $ | 3,925,251 | $ | 3,956,814 | |||||||
| Northern California | 5,414,467 | 5,460,701 | |||||||||
| Seattle Metro | 1,374,379 | 1,407,033 | |||||||||
| Other real estate assets | 99,997 | 158,525 | |||||||||
| Net reportable operating segments - real estate assets | 10,814,094 | 10,983,073 | |||||||||
| Real estate under development | 24,857 | 111,562 | |||||||||
| Co-investments | 1,127,491 | 1,177,802 | |||||||||
| Cash and cash equivalents, including restricted cash | 42,681 | 58,638 | |||||||||
| Marketable securities | 112,743 | 191,829 | |||||||||
| Notes and other receivables | 103,045 | 341,033 | |||||||||
| Operating lease right-of-use assets | 67,239 | 68,972 | |||||||||
| Prepaid expenses and other assets | 80,755 | 64,964 | |||||||||
| Total assets | $ | 12,372,905 | $ | 12,997,873 |
(16) 401(k) Plan
The Company has a 401(k) benefit plan (the "Plan") for all eligible employees. Employee contributions are limited by the maximum allowed under Section 401(k) of the Internal Revenue Code. The Company matches 50% of the employee contributions up to a specified maximum. Company contributions to the Plan were approximately $3.3 million, $3.3 million, and $2.7 million for the years ended December 31, 2022, 2021, and 2020, respectively.
(17) Commitments and Contingencies
The Company's total minimum lease payment commitments, underground leases, parking leases, and operating leases are disclosed in Note 11, Lease Agreements - Company as Lessee.
To the extent that an environmental matter arises or is identified in the future that has other than a remote risk of having a material impact on the financial statements, the Company will disclose the estimated range of possible outcomes associated with it and, if an outcome is probable, accrue an appropriate liability for that matter. The Company will consider whether any such matter results in an impairment of value on the affected property and, if so, the impairment will be recognized.
The Company has no way of determining the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions with respect to the communities currently or formerly owned by the Company. No assurance can be given that: existing environmental assessments conducted with respect to any of these communities have revealed all environmental conditions or potential liabilities associated with such conditions; any prior owner or operator of a property did not create any material environmental condition not known to the Company; or a material unknown environmental condition does not otherwise exist as to any one or more of the communities. The Company has limited insurance coverage for some of the types of environmental conditions and associated liabilities described above.
The Company has entered into transactions that may require the Company to pay the tax liabilities of the partners or members in the Operating Partnership or in the DownREIT entities. These transactions are within the Company’s control. Although the Company plans to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the Internal Revenue Code, the Company can provide no assurance that it will be able to do so and if such tax liabilities were incurred they may have a material impact on the Company’s financial position.
F- 55
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022, 2021, and 2020
There continue to be lawsuits against owners and managers of certain of the Company's apartment communities alleging personal injury and property damage caused by the presence of mold in the residential units and common areas of those communities. Some of these lawsuits have resulted in substantial monetary judgments or settlements in the past. The Company has been sued for mold related matters and has settled some, but not all, of such suits. Insurance carriers have reacted to the increase in mold related liability awards by excluding mold related claims from standard general liability policies and pricing mold endorsements at prohibitively high rates. The Company has, however, purchased pollution liability insurance which includes coverage for some mold claims. The Company has also adopted policies intended to promptly address and resolve reports of mold and to minimize any impact mold might have on tenants of its properties. The Company believes its mold policies and proactive response to address reported mold exposures reduces its risk of loss from mold claims. While no assurances can be given that the Company has identified and responded to all mold occurrences, the Company promptly addresses and responds to all known mold reports. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. As of December 31, 2022, potential liabilities for mold and other environmental liabilities are not quantifiable and an estimate of possible loss cannot be made.
The Company carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the communities. There are, however, certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes, for which the Company has limited insurance coverage. Substantially all of the communities are located in areas that are subject to earthquake activity. The Company has established a wholly-owned insurance subsidiary, Pacific Western Insurance LLC ("PWI"). Through PWI, the Company is self-insured for earthquake related losses. Additionally, since January 2008, PWI has provided property and casualty insurance coverage for the first $5.0 million of the Company’s property level insurance claims per incident. As of December 31, 2022, PWI has cash and marketable securities of approximately $107.6 million. These assets are consolidated in the Company’s financial statements. Beginning in 2013, the Company has obtained limited third party seismic insurance on selected assets in the Company's co-investments.
The Company is subject to various other legal and/or regulatory proceedings arising in the course of its business operations. The Company believes that, with respect to such matters that it is currently a party to, the ultimate disposition of any such matter will not result in a material adverse effect on the Company’s financial condition, results of operations or cash flows.
F- 56
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2022
(Dollars in thousands)
| Costs | |||||||||||||||||||||||||||||||||||||||||
| Initial cost | capitalized | Gross amount carried at close of period | |||||||||||||||||||||||||||||||||||||||
| Apartment | Buildings and | subsequent to | Land and | Buildings and | Accumulated | Date of | Date | Lives | |||||||||||||||||||||||||||||||||
| Property | Homes | Location | Encumbrance | Land | improvements | acquisition | improvements | improvements | Total (1) | depreciation | construction | acquired | (years) | ||||||||||||||||||||||||||||
| Encumbered communities | |||||||||||||||||||||||||||||||||||||||||
| Belmont Station | 275 | Los Angeles, CA | 29,209 | 8,100 | 66,666 | 9,778 | 8,267 | 76,277 | 84,544 | (39,299) | 2009 | Mar-09 | 3-30 | ||||||||||||||||||||||||||||
| Brio | 300 | Walnut Creek, CA | 93,602 | 16,885 | 151,741 | 4,423 | 16,885 | 156,164 | 173,049 | (20,332) | 2015 | Jun-19 | 3-30 | ||||||||||||||||||||||||||||
| Fountain Park | 705 | Playa Vista, CA | 82,577 | 25,073 | 94,980 | 44,493 | 25,203 | 139,343 | 164,546 | (92,190) | 2002 | Feb-04 | 3-30 | ||||||||||||||||||||||||||||
| Highridge | 255 | Rancho Palos Verdes, CA | 69,416 | 5,419 | 18,347 | 35,981 | 6,073 | 53,674 | 59,747 | (45,470) | 1972 | May-97 | 3-30 | ||||||||||||||||||||||||||||
| Magnolia Square/Magnolia Lane (2) | 188 | Sunnyvale, CA | 52,368 | 8,190 | 24,736 | 19,395 | 8,191 | 44,130 | 52,321 | (30,002) | 1963 | Sep-07 | 3-30 | ||||||||||||||||||||||||||||
| Marquis | 166 | San Jose, CA | 44,686 | 20,495 | 47,823 | 1,508 | 20,495 | 49,331 | 69,826 | (6,651) | 2015 | Dec-18 | 3-30 | ||||||||||||||||||||||||||||
| Sage at Cupertino | 230 | San Jose, CA | 51,824 | 35,719 | 53,449 | 12,695 | 35,719 | 66,144 | 101,863 | (16,631) | 1971 | Mar-17 | 3-30 | ||||||||||||||||||||||||||||
| The Barkley (3) | 161 | Anaheim, CA | 14,909 | — | 8,520 | 8,824 | 2,353 | 14,991 | 17,344 | (11,861) | 1984 | Apr-00 | 3-30 | ||||||||||||||||||||||||||||
| The Dylan | 184 | West Hollywood, CA | 57,741 | 19,984 | 82,286 | 2,792 | 19,990 | 85,072 | 105,062 | (24,097) | 2015 | Mar-15 | 3-30 | ||||||||||||||||||||||||||||
| The Huxley | 187 | West Hollywood, CA | 52,564 | 19,362 | 75,641 | 3,148 | 19,371 | 78,780 | 98,151 | (22,518) | 2014 | Mar-15 | 3-30 | ||||||||||||||||||||||||||||
| Township | 132 | Redwood City, CA | 45,047 | 19,812 | 70,619 | 1,749 | 19,812 | 72,368 | 92,180 | (8,510) | 2014 | Sep-19 | 3-30 | ||||||||||||||||||||||||||||
| 2,783 | $ | 593,943 | $ | 179,039 | $ | 694,808 | $ | 144,786 | $ | 182,359 | $ | 836,274 | $ | 1,018,633 | $ | (317,561) | |||||||||||||||||||||||||
| Unencumbered Communities | |||||||||||||||||||||||||||||||||||||||||
| Agora | 49 | Walnut Creek, CA | — | 4,932 | 60,423 | 1,534 | 4,934 | 61,955 | 66,889 | (6,249) | 2016 | Jan-20 | 3-30 | ||||||||||||||||||||||||||||
| Alessio | 624 | Los Angeles, CA | — | 32,136 | 128,543 | 22,598 | 32,136 | 151,141 | 183,277 | (50,612) | 2001 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Allegro | 97 | Valley Village, CA | — | 5,869 | 23,977 | 3,456 | 5,869 | 27,433 | 33,302 | (13,310) | 2010 | Oct-10 | 3-30 | ||||||||||||||||||||||||||||
| Allure at Scripps Ranch | 194 | San Diego, CA | — | 11,923 | 47,690 | 3,730 | 11,923 | 51,420 | 63,343 | (16,204) | 2002 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Alpine Village | 301 | Alpine, CA | — | 4,967 | 19,728 | 11,728 | 4,982 | 31,441 | 36,423 | (21,352) | 1971 | Dec-02 | 3-30 | ||||||||||||||||||||||||||||
| Annaliese | 56 | Seattle, WA | — | 4,727 | 14,229 | 1,110 | 4,726 | 15,340 | 20,066 | (5,346) | 2009 | Jan-13 | 3-30 | ||||||||||||||||||||||||||||
| Apex | 367 | Milpitas, CA | — | 44,240 | 103,251 | 9,638 | 44,240 | 112,889 | 157,129 | (32,041) | 2014 | Aug-14 | 3-30 | ||||||||||||||||||||||||||||
| Aqua Marina Del Rey | 500 | Marina Del Rey, CA | — | 58,442 | 175,326 | 22,117 | 58,442 | 197,443 | 255,885 | (67,620) | 2001 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Ascent | 90 | Kirkland, WA | — | 3,924 | 11,862 | 3,121 | 3,924 | 14,983 | 18,907 | (6,136) | 1988 | Oct-12 | 3-30 | ||||||||||||||||||||||||||||
| Ashton Sherman Village | 264 | Los Angeles, CA | — | 23,550 | 93,811 | 2,865 | 23,550 | 96,676 | 120,226 | (20,592) | 2014 | Dec-16 | 3-30 | ||||||||||||||||||||||||||||
| Avant | 440 | Los Angeles, CA | — | 32,379 | 137,940 | 7,427 | 32,379 | 145,367 | 177,746 | (37,061) | 2014 | Jun-15 | 3-30 | ||||||||||||||||||||||||||||
| Avenue 64 | 224 | Emeryville, CA | — | 27,235 | 64,403 | 17,507 | 27,235 | 81,910 | 109,145 | (25,061) | 2007 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Aviara (4) | 166 | Mercer Island, WA | — | — | 49,813 | 2,707 | — | 52,520 | 52,520 | (17,435) | 2013 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Avondale at Warner Center | 446 | Woodland Hills, CA | — | 10,536 | 24,522 | 31,247 | 10,601 | 55,704 | 66,305 | (41,427) | 1970 | Jan-99 | 3-30 | ||||||||||||||||||||||||||||
| Bel Air | 462 | San Ramon, CA | — | 12,105 | 18,252 | 48,315 | 12,682 | 65,990 | 78,672 | (50,470) | 1988 | Jan-95 | 3-30 | ||||||||||||||||||||||||||||
| Belcarra | 296 | Bellevue, WA | — | 21,725 | 92,091 | 5,848 | 21,725 | 97,939 | 119,664 | (30,235) | 2009 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Bella Villagio | 231 | San Jose, CA | — | 17,247 | 40,343 | 7,214 | 17,247 | 47,557 | 64,804 | (20,346) | 2004 | Sep-10 | 3-30 |
F- 57
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2022
(Dollars in thousands)
| Costs | |||||||||||||||||||||||||||||||||||||||||
| Initial cost | capitalized | Gross amount carried at close of period | |||||||||||||||||||||||||||||||||||||||
| Apartment | Buildings and | subsequent to | Land and | Buildings and | Accumulated | Date of | Date | Lives | |||||||||||||||||||||||||||||||||
| Property | Homes | Location | Encumbrance | Land | improvements | acquisition | improvements | improvements | Total (1) | depreciation | construction | acquired | (years) | ||||||||||||||||||||||||||||
| BellCentre | 249 | Bellevue, WA | — | 16,197 | 67,207 | 7,137 | 16,197 | 74,344 | 90,541 | (24,768) | 2001 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Bellerive | 63 | Los Angeles, CA | — | 5,401 | 21,803 | 1,843 | 5,401 | 23,646 | 29,047 | (10,151) | 2011 | Aug-11 | 3-30 | ||||||||||||||||||||||||||||
| Belmont Terrace | 71 | Belmont, CA | — | 4,446 | 10,290 | 8,155 | 4,473 | 18,418 | 22,891 | (12,182) | 1974 | Oct-06 | 3-30 | ||||||||||||||||||||||||||||
| Bennett Lofts | 164 | San Francisco, CA | — | 21,771 | 50,800 | 34,664 | 28,371 | 78,864 | 107,235 | (29,400) | 2004 | Dec-12 | 3-30 | ||||||||||||||||||||||||||||
| Bernardo Crest | 216 | San Diego, CA | — | 10,802 | 43,209 | 7,169 | 10,802 | 50,378 | 61,180 | (16,949) | 1988 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Bonita Cedars | 120 | Bonita, CA | — | 2,496 | 9,913 | 6,765 | 2,503 | 16,671 | 19,174 | (11,489) | 1983 | Dec-02 | 3-30 | ||||||||||||||||||||||||||||
| Boulevard | 172 | Fremont, CA | — | 3,520 | 8,182 | 15,812 | 3,580 | 23,934 | 27,514 | (20,846) | 1978 | Jan-96 | 3-30 | ||||||||||||||||||||||||||||
| Brookside Oaks | 170 | Sunnyvale, CA | — | 7,301 | 16,310 | 28,417 | 10,328 | 41,700 | 52,028 | (30,093) | 1973 | Jun-00 | 3-30 | ||||||||||||||||||||||||||||
| Bridle Trails | 108 | Kirkland, WA | — | 1,500 | 5,930 | 7,268 | 1,531 | 13,167 | 14,698 | (10,387) | 1986 | Oct-97 | 3-30 | ||||||||||||||||||||||||||||
| Brighton Ridge | 264 | Renton, WA | — | 2,623 | 10,800 | 9,253 | 2,656 | 20,020 | 22,676 | (15,329) | 1986 | Dec-96 | 3-30 | ||||||||||||||||||||||||||||
| Bristol Commons | 188 | Sunnyvale, CA | — | 5,278 | 11,853 | 11,741 | 5,293 | 23,579 | 28,872 | (19,266) | 1989 | Jan-95 | 3-30 | ||||||||||||||||||||||||||||
| Bunker Hill | 456 | Los Angeles, CA | — | 11,498 | 27,871 | 103,729 | 11,639 | 131,459 | 143,098 | (99,288) | 1968 | Mar-98 | 3-30 | ||||||||||||||||||||||||||||
| Camarillo Oaks | 564 | Camarillo, CA | — | 10,953 | 25,254 | 10,529 | 11,075 | 35,661 | 46,736 | (29,837) | 1985 | Jul-96 | 3-30 | ||||||||||||||||||||||||||||
| Cambridge Park | 320 | San Diego, CA | — | 18,185 | 72,739 | 6,538 | 18,185 | 79,277 | 97,462 | (25,495) | 1998 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Camino Ruiz Square | 159 | Camarillo, CA | — | 6,871 | 26,119 | 3,370 | 6,931 | 29,429 | 36,360 | (16,048) | 1990 | Dec-06 | 3-30 | ||||||||||||||||||||||||||||
| Canvas | 123 | Seattle, WA | — | 10,489 | 36,924 | 421 | 10,489 | 37,345 | 47,834 | (1,378) | 2014 | Dec-21 | 3-30 | ||||||||||||||||||||||||||||
| Canyon Oaks | 250 | San Ramon, CA | — | 19,088 | 44,473 | 9,920 | 19,088 | 54,393 | 73,481 | (28,146) | 2005 | May-07 | 3-30 | ||||||||||||||||||||||||||||
| Canyon Pointe | 250 | Bothell, WA | — | 4,692 | 18,288 | 11,235 | 4,693 | 29,522 | 34,215 | (19,838) | 1990 | Oct-03 | 3-30 | ||||||||||||||||||||||||||||
| Capri at Sunny Hills | 102 | Fullerton, CA | — | 3,337 | 13,320 | 10,738 | 4,048 | 23,347 | 27,395 | (17,157) | 1961 | Sep-01 | 3-30 | ||||||||||||||||||||||||||||
| Carmel Creek | 348 | San Diego, CA | — | 26,842 | 107,368 | 10,837 | 26,842 | 118,205 | 145,047 | (39,336) | 2000 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Carmel Landing | 356 | San Diego, CA | — | 16,725 | 66,901 | 16,210 | 16,725 | 83,111 | 99,836 | (27,661) | 1989 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Carmel Summit | 246 | San Diego, CA | — | 14,968 | 59,871 | 6,766 | 14,968 | 66,637 | 81,605 | (21,491) | 1989 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Castle Creek | 216 | Newcastle, WA | — | 4,149 | 16,028 | 8,020 | 4,833 | 23,364 | 28,197 | (18,140) | 1998 | Dec-98 | 3-30 | ||||||||||||||||||||||||||||
| Catalina Gardens | 128 | Los Angeles, CA | — | 6,714 | 26,856 | 3,420 | 6,714 | 30,276 | 36,990 | (9,805) | 1987 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| CBC Apartments & The Sweeps | 239 | Goleta, CA | — | 11,841 | 45,320 | 8,155 | 11,906 | 53,410 | 65,316 | (32,068) | 1962 | Jan-06 | 3-30 | ||||||||||||||||||||||||||||
| Cedar Terrace | 180 | Bellevue, WA | — | 5,543 | 16,442 | 10,082 | 5,652 | 26,415 | 32,067 | (16,498) | 1984 | Jan-05 | 3-30 | ||||||||||||||||||||||||||||
| CentrePointe | 224 | San Diego, CA | — | 3,405 | 7,743 | 23,359 | 3,442 | 31,065 | 34,507 | (25,525) | 1974 | Jun-97 | 3-30 | ||||||||||||||||||||||||||||
| Chestnut Street Apartments | 96 | Santa Cruz, CA | — | 6,582 | 15,689 | 2,689 | 6,582 | 18,378 | 24,960 | (9,272) | 2002 | Jul-08 | 3-30 | ||||||||||||||||||||||||||||
| City View | 572 | Hayward, CA | — | 9,883 | 37,670 | 39,609 | 10,350 | 76,812 | 87,162 | (59,999) | 1975 | Mar-98 | 3-30 | ||||||||||||||||||||||||||||
| Collins on Pine | 76 | Seattle, WA | — | 7,276 | 22,226 | 994 | 7,276 | 23,220 | 30,496 | (6,904) | 2013 | May-14 | 3-30 | ||||||||||||||||||||||||||||
| Connolly Station | 309 | Dublin, CA | — | 19,949 | 123,428 | 4,003 | 19,949 | 127,431 | 147,380 | (13,666) | 2014 | Jan-20 | 3-30 | ||||||||||||||||||||||||||||
| Corbella at Juanita Bay | 169 | Kirkland, WA | — | 5,801 | 17,415 | 4,925 | 5,801 | 22,340 | 28,141 | (10,276) | 1978 | Nov-10 | 3-30 |
F- 58
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2022
(Dollars in thousands)
| Costs | |||||||||||||||||||||||||||||||||||||||||
| Initial cost | capitalized | Gross amount carried at close of period | |||||||||||||||||||||||||||||||||||||||
| Apartment | Buildings and | subsequent to | Land and | Buildings and | Accumulated | Date of | Date | Lives | |||||||||||||||||||||||||||||||||
| Property | Homes | Location | Encumbrance | Land | improvements | acquisition | improvements | improvements | Total (1) | depreciation | construction | acquired | (years) | ||||||||||||||||||||||||||||
| Cortesia | 308 | Rancho Santa Margarita, CA | — | 13,912 | 55,649 | 5,145 | 13,912 | 60,794 | 74,706 | (19,483) | 1999 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Country Villas | 180 | Oceanside, CA | — | 4,174 | 16,583 | 6,848 | 4,187 | 23,418 | 27,605 | (15,961) | 1976 | Dec-02 | 3-30 | ||||||||||||||||||||||||||||
| Courtyard off Main | 110 | Bellevue, WA | — | 7,465 | 21,405 | 6,737 | 7,465 | 28,142 | 35,607 | (12,660) | 2000 | Oct-10 | 3-30 | ||||||||||||||||||||||||||||
| Crow Canyon | 400 | San Ramon, CA | — | 37,579 | 87,685 | 17,342 | 37,579 | 105,027 | 142,606 | (36,252) | 1992 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Deer Valley | 171 | San Rafael, CA | — | 21,478 | 50,116 | 5,688 | 21,478 | 55,804 | 77,282 | (18,191) | 1996 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Domaine | 92 | Seattle, WA | — | 9,059 | 27,177 | 1,902 | 9,059 | 29,079 | 38,138 | (10,526) | 2009 | Sep-12 | 3-30 | ||||||||||||||||||||||||||||
| Elevation | 158 | Redmond, WA | — | 4,758 | 14,285 | 8,555 | 4,757 | 22,841 | 27,598 | (12,820) | 1986 | Jun-10 | 3-30 | ||||||||||||||||||||||||||||
| Ellington | 220 | Bellevue, WA | — | 15,066 | 45,249 | 6,047 | 15,066 | 51,296 | 66,362 | (15,982) | 1994 | Jul-14 | 3-30 | ||||||||||||||||||||||||||||
| Emerald Pointe | 160 | Diamond Bar, CA | — | 8,458 | 33,832 | 3,448 | 8,458 | 37,280 | 45,738 | (12,180) | 1989 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Emerald Ridge | 180 | Bellevue, WA | — | 3,449 | 7,801 | 8,212 | 3,449 | 16,013 | 19,462 | (13,488) | 1987 | Nov-94 | 3-30 | ||||||||||||||||||||||||||||
| Emerson Valley Village | 144 | Los Angeles, CA | — | 13,378 | 53,240 | 2,409 | 13,378 | 55,649 | 69,027 | (11,963) | 2012 | Dec-16 | 3-30 | ||||||||||||||||||||||||||||
| Emme | 190 | Emeryville, CA | — | 15,039 | 80,532 | 1,287 | 15,039 | 81,819 | 96,858 | (8,568) | 2015 | Jan-20 | 3-30 | ||||||||||||||||||||||||||||
| Enso | 183 | San Jose, CA | — | 21,397 | 71,135 | 2,869 | 21,397 | 74,004 | 95,401 | (18,494) | 2014 | Dec-15 | 3-30 | ||||||||||||||||||||||||||||
| Epic | 769 | San Jose, CA | — | 89,111 | 307,769 | 3,917 | 89,111 | 311,686 | 400,797 | (32,155) | 2013 | Jan-20 | 3-30 | ||||||||||||||||||||||||||||
| Esplanade | 278 | San Jose, CA | — | 18,170 | 40,086 | 18,162 | 18,429 | 57,989 | 76,418 | (38,046) | 2002 | Apr-04 | 3-30 | ||||||||||||||||||||||||||||
| Essex Skyline | 350 | Santa Ana, CA | — | 21,537 | 146,099 | 17,029 | 21,537 | 163,128 | 184,665 | (61,800) | 2008 | Apr-10 | 3-30 | ||||||||||||||||||||||||||||
| Evergreen Heights | 200 | Kirkland, WA | — | 3,566 | 13,395 | 8,494 | 3,649 | 21,806 | 25,455 | (17,748) | 1990 | Jun-97 | 3-30 | ||||||||||||||||||||||||||||
| Fairhaven Apartments | 164 | Santa Ana, CA | — | 2,626 | 10,485 | 11,279 | 2,957 | 21,433 | 24,390 | (16,156) | 1970 | Nov-01 | 3-30 | ||||||||||||||||||||||||||||
| Fairway Apartments at Big Canyon (5) | 74 | Newport Beach, CA | — | — | 7,850 | 9,123 | — | 16,973 | 16,973 | (14,555) | 1972 | Jun-99 | 3-28 | ||||||||||||||||||||||||||||
| Fairwood Pond | 194 | Renton, WA | — | 5,296 | 15,564 | 5,629 | 5,297 | 21,192 | 26,489 | (13,281) | 1997 | Oct-04 | 3-30 | ||||||||||||||||||||||||||||
| Foothill Commons | 394 | Bellevue, WA | — | 2,435 | 9,821 | 43,866 | 2,440 | 53,682 | 56,122 | (50,019) | 1978 | Mar-90 | 3-30 | ||||||||||||||||||||||||||||
| Foothill Gardens/Twin Creeks | 176 | San Ramon, CA | — | 5,875 | 13,992 | 14,662 | 5,964 | 28,565 | 34,529 | (22,734) | 1985 | Feb-97 | 3-30 | ||||||||||||||||||||||||||||
| Forest View | 192 | Renton, WA | — | 3,731 | 14,530 | 4,842 | 3,731 | 19,372 | 23,103 | (12,291) | 1998 | Oct-03 | 3-30 | ||||||||||||||||||||||||||||
| Form 15 | 242 | San Diego, CA | — | 24,510 | 72,221 | 13,697 | 25,540 | 84,888 | 110,428 | (20,661) | 2014 | Mar-16 | 3-30 | ||||||||||||||||||||||||||||
| Foster's Landing | 490 | Foster City, CA | — | 61,714 | 144,000 | 15,419 | 61,714 | 159,419 | 221,133 | (53,500) | 1987 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Fountain Court | 320 | Seattle, WA | — | 6,702 | 27,306 | 16,129 | 6,985 | 43,152 | 50,137 | (33,603) | 2000 | Mar-00 | 3-30 | ||||||||||||||||||||||||||||
| Fountains at River Oaks | 226 | San Jose, CA | — | 26,046 | 60,773 | 8,210 | 26,046 | 68,983 | 95,029 | (23,318) | 1990 | Apr-14 | 3-30 | ||||||||||||||||||||||||||||
| Fourth & U | 171 | Berkeley, CA | — | 8,879 | 52,351 | 5,119 | 8,879 | 57,470 | 66,349 | (25,729) | 2010 | Apr-10 | 3-30 | ||||||||||||||||||||||||||||
| Fox Plaza | 445 | San Francisco, CA | — | 39,731 | 92,706 | 42,615 | 39,731 | 135,321 | 175,052 | (56,408) | 1968 | Feb-13 | 3-30 | ||||||||||||||||||||||||||||
| The Henley I/The Henley II | 215 | Glendale, CA | — | 6,695 | 16,753 | 30,898 | 6,733 | 47,613 | 54,346 | (36,596) | 1970 | Jun-99 | 3-30 | ||||||||||||||||||||||||||||
| Highlands at Wynhaven | 333 | Issaquah, WA | — | 16,271 | 48,932 | 17,285 | 16,271 | 66,217 | 82,488 | (36,521) | 2000 | Aug-08 | 3-30 | ||||||||||||||||||||||||||||
| Hillcrest Park | 608 | Newbury Park, CA | — | 15,318 | 40,601 | 28,006 | 15,755 | 68,170 | 83,925 | (50,836) | 1973 | Mar-98 | 3-30 |
F- 59
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2022
(Dollars in thousands)
| Costs | |||||||||||||||||||||||||||||||||||||||||
| Initial cost | capitalized | Gross amount carried at close of period | |||||||||||||||||||||||||||||||||||||||
| Apartment | Buildings and | subsequent to | Land and | Buildings and | Accumulated | Date of | Date | Lives | |||||||||||||||||||||||||||||||||
| Property | Homes | Location | Encumbrance | Land | improvements | acquisition | improvements | improvements | Total (1) | depreciation | construction | acquired | (years) | ||||||||||||||||||||||||||||
| Hillsdale Garden | 697 | San Mateo, CA | — | 22,000 | 94,681 | 38,356 | 22,000 | 133,037 | 155,037 | (75,372) | 1948 | Sep-06 | 3-30 | ||||||||||||||||||||||||||||
| Hope Ranch | 108 | Santa Barbara, CA | — | 4,078 | 16,877 | 3,536 | 4,208 | 20,283 | 24,491 | (11,071) | 1965 | Mar-07 | 3-30 | ||||||||||||||||||||||||||||
| Huntington Breakers | 342 | Huntington Beach, CA | — | 9,306 | 22,720 | 25,258 | 9,315 | 47,969 | 57,284 | (39,444) | 1984 | Oct-97 | 3-30 | ||||||||||||||||||||||||||||
| Inglenook Court | 224 | Bothell, WA | — | 3,467 | 7,881 | 9,621 | 3,474 | 17,495 | 20,969 | (15,240) | 1985 | Oct-94 | 3-30 | ||||||||||||||||||||||||||||
| Lafayette Highlands | 150 | Lafayette, CA | — | 17,774 | 41,473 | 8,271 | 17,774 | 49,744 | 67,518 | (15,989) | 1973 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Lakeshore Landing | 308 | San Mateo, CA | — | 38,155 | 89,028 | 13,716 | 38,155 | 102,744 | 140,899 | (34,590) | 1988 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Laurels at Mill Creek | 164 | Mill Creek, WA | — | 1,559 | 6,430 | 9,215 | 1,595 | 15,609 | 17,204 | (12,809) | 1981 | Dec-96 | 3-30 | ||||||||||||||||||||||||||||
| Lawrence Station | 336 | Sunnyvale, CA | — | 45,532 | 106,735 | 7,155 | 45,532 | 113,890 | 159,422 | (38,670) | 2012 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Le Parc | 140 | Santa Clara, CA | — | 3,090 | 7,421 | 14,806 | 3,092 | 22,225 | 25,317 | (19,170) | 1975 | Feb-94 | 3-30 | ||||||||||||||||||||||||||||
| Marbrisa | 202 | Long Beach, CA | — | 4,700 | 18,605 | 11,653 | 4,760 | 30,198 | 34,958 | (21,451) | 1987 | Sep-02 | 3-30 | ||||||||||||||||||||||||||||
| Marina City Club (6) | 101 | Marina Del Rey, CA | — | — | 28,167 | 34,966 | — | 63,133 | 63,133 | (38,015) | 1971 | Jan-04 | 3-30 | ||||||||||||||||||||||||||||
| Marina Cove (7) | 292 | Santa Clara, CA | — | 5,320 | 16,431 | 18,362 | 5,324 | 34,789 | 40,113 | (30,972) | 1974 | Jun-94 | 3-30 | ||||||||||||||||||||||||||||
| Mariner's Place | 105 | Oxnard, CA | — | 1,555 | 6,103 | 3,221 | 1,562 | 9,317 | 10,879 | (7,071) | 1987 | May-00 | 3-30 | ||||||||||||||||||||||||||||
| MB 360 | 360 | San Francisco, CA | — | 42,001 | 212,648 | 15,158 | 42,001 | 227,806 | 269,807 | (65,764) | 2014 | Apr-14 | 3-30 | ||||||||||||||||||||||||||||
| Mesa Village | 133 | Clairemont, CA | — | 1,888 | 7,498 | 3,413 | 1,894 | 10,905 | 12,799 | (7,198) | 1963 | Dec-02 | 3-30 | ||||||||||||||||||||||||||||
| Mill Creek at Windermere | 400 | San Ramon, CA | — | 29,551 | 69,032 | 13,524 | 29,551 | 82,556 | 112,107 | (41,320) | 2005 | Sep-07 | 3-30 | ||||||||||||||||||||||||||||
| Mio | 103 | San Jose, CA | — | 11,012 | 39,982 | 1,941 | 11,012 | 41,923 | 52,935 | (10,129) | 2015 | Jan-16 | 3-30 | ||||||||||||||||||||||||||||
| Mirabella | 188 | Marina Del Rey, CA | — | 6,180 | 26,673 | 19,252 | 6,270 | 45,835 | 52,105 | (31,594) | 2000 | May-00 | 3-30 | ||||||||||||||||||||||||||||
| Mira Monte | 354 | Mira Mesa, CA | — | 7,165 | 28,459 | 14,669 | 7,186 | 43,107 | 50,293 | (30,231) | 1982 | Dec-02 | 3-30 | ||||||||||||||||||||||||||||
| Miracle Mile/Marbella | 236 | Los Angeles, CA | — | 7,791 | 23,075 | 18,861 | 7,886 | 41,841 | 49,727 | (32,361) | 1988 | Aug-97 | 3-30 | ||||||||||||||||||||||||||||
| Mission Hills | 282 | Oceanside, CA | — | 10,099 | 38,778 | 14,162 | 10,167 | 52,872 | 63,039 | (32,289) | 1984 | Jul-05 | 3-30 | ||||||||||||||||||||||||||||
| Mission Peaks | 453 | Fremont, CA | — | 46,499 | 108,498 | 11,824 | 46,499 | 120,322 | 166,821 | (39,719) | 1995 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Mission Peaks II | 336 | Fremont, CA | — | 31,429 | 73,334 | 11,073 | 31,429 | 84,407 | 115,836 | (28,568) | 1989 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Montanosa | 472 | San Diego, CA | — | 26,697 | 106,787 | 13,318 | 26,697 | 120,105 | 146,802 | (38,148) | 1990 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Montclaire | 390 | Sunnyvale, CA | — | 4,842 | 19,776 | 31,894 | 4,997 | 51,515 | 56,512 | (46,546) | 1973 | Dec-88 | 3-30 | ||||||||||||||||||||||||||||
| Montebello | 248 | Kirkland, WA | — | 13,857 | 41,575 | 12,941 | 13,858 | 54,515 | 68,373 | (20,666) | 1996 | Jul-12 | 3-30 | ||||||||||||||||||||||||||||
| Montejo Apartments | 124 | Garden Grove, CA | — | 1,925 | 7,685 | 5,778 | 2,194 | 13,194 | 15,388 | (8,799) | 1974 | Nov-01 | 3-30 | ||||||||||||||||||||||||||||
| Monterey Villas | 122 | Oxnard, CA | — | 2,349 | 5,579 | 8,321 | 2,424 | 13,825 | 16,249 | (10,397) | 1974 | Jul-97 | 3-30 | ||||||||||||||||||||||||||||
| Muse | 152 | North Hollywood, CA | — | 7,822 | 33,436 | 6,823 | 7,823 | 40,258 | 48,081 | (18,197) | 2011 | Feb-11 | 3-30 | ||||||||||||||||||||||||||||
| Mylo | 476 | Santa Clara, CA | — | 6,472 | 206,098 | 647 | 6,472 | 206,745 | 213,217 | (25,842) | 2021 | Jun-21 | 3-30 | ||||||||||||||||||||||||||||
| 1000 Kiely | 121 | Santa Clara, CA | — | 9,359 | 21,845 | 10,650 | 9,359 | 32,495 | 41,854 | (16,631) | 1971 | Mar-11 | 3-30 | ||||||||||||||||||||||||||||
| Palm Valley | 1,100 | San Jose, CA | — | 133,802 | 312,205 | 28,233 | 133,802 | 340,438 | 474,240 | (76,852) | 2008 | Jan-17 | 3-30 | ||||||||||||||||||||||||||||
| Paragon Apartments | 301 | Fremont, CA | — | 32,230 | 77,320 | 3,781 | 32,230 | 81,101 | 113,331 | (23,759) | 2013 | Jul-14 | 3-30 |
F- 60
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2022
(Dollars in thousands)
| Costs | |||||||||||||||||||||||||||||||||||||||||
| Initial cost | capitalized | Gross amount carried at close of period | |||||||||||||||||||||||||||||||||||||||
| Apartment | Buildings and | subsequent to | Land and | Buildings and | Accumulated | Date of | Date | Lives | |||||||||||||||||||||||||||||||||
| Property | Homes | Location | Encumbrance | Land | improvements | acquisition | improvements | improvements | Total (1) | depreciation | construction | acquired | (years) | ||||||||||||||||||||||||||||
| Park Catalina | 90 | Los Angeles, CA | — | 4,710 | 18,839 | 4,461 | 4,710 | 23,300 | 28,010 | (9,892) | 2002 | Jun-12 | 3-30 | ||||||||||||||||||||||||||||
| Park Highland | 250 | Bellevue, WA | — | 9,391 | 38,224 | 15,311 | 9,391 | 53,535 | 62,926 | (22,330) | 1993 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Park Hill at Issaquah | 245 | Issaquah, WA | — | 7,284 | 21,937 | 14,134 | 7,284 | 36,071 | 43,355 | (22,322) | 1999 | Feb-99 | 3-30 | ||||||||||||||||||||||||||||
| Park Viridian | 320 | Anaheim, CA | — | 15,894 | 63,574 | 6,770 | 15,894 | 70,344 | 86,238 | (22,770) | 2008 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Park West | 126 | San Francisco, CA | — | 9,424 | 21,988 | 13,872 | 9,424 | 35,860 | 45,284 | (18,018) | 1958 | Sep-12 | 3-30 | ||||||||||||||||||||||||||||
| Parkwood at Mill Creek | 240 | Mill Creek, WA | — | 10,680 | 42,722 | 4,289 | 10,680 | 47,011 | 57,691 | (15,712) | 1989 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Patent 523 | 295 | Seattle, WA | — | 14,558 | 69,417 | 7,456 | 14,558 | 76,873 | 91,431 | (35,368) | 2010 | Mar-10 | 3-30 | ||||||||||||||||||||||||||||
| Pathways at Bixby Village | 296 | Long Beach, CA | — | 4,083 | 16,757 | 23,185 | 6,239 | 37,786 | 44,025 | (34,740) | 1975 | Feb-91 | 3-30 | ||||||||||||||||||||||||||||
| Piedmont | 396 | Bellevue, WA | — | 19,848 | 59,606 | 18,453 | 19,848 | 78,059 | 97,907 | (27,927) | 1969 | May-14 | 3-30 | ||||||||||||||||||||||||||||
| Pinehurst (8) | 28 | Ventura, CA | — | — | 1,711 | 859 | — | 2,570 | 2,570 | (1,907) | 1973 | Dec-04 | 3-24 | ||||||||||||||||||||||||||||
| Pinnacle at Fullerton | 192 | Fullerton, CA | — | 11,019 | 45,932 | 6,248 | 11,019 | 52,180 | 63,199 | (17,490) | 2004 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Pinnacle on Lake Washington | 180 | Renton, WA | — | 7,760 | 31,041 | 5,020 | 7,760 | 36,061 | 43,821 | (12,439) | 2001 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Pinnacle at MacArthur Place | 253 | Santa Ana, CA | — | 15,810 | 66,401 | 9,116 | 15,810 | 75,517 | 91,327 | (24,482) | 2002 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Pinnacle at Otay Ranch I & II | 364 | Chula Vista, CA | — | 17,023 | 68,093 | 7,263 | 17,023 | 75,356 | 92,379 | (24,508) | 2001 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Pinnacle at Talega | 362 | San Clemente, CA | — | 19,292 | 77,168 | 7,794 | 19,292 | 84,962 | 104,254 | (26,568) | 2002 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Pinnacle Sonata | 268 | Bothell, WA | — | 14,647 | 58,586 | 9,054 | 14,647 | 67,640 | 82,287 | (21,944) | 2000 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Pointe at Cupertino | 116 | Cupertino, CA | — | 4,505 | 17,605 | 13,837 | 4,505 | 31,442 | 35,947 | (23,231) | 1963 | Aug-98 | 3-30 | ||||||||||||||||||||||||||||
| Pure Redmond | 105 | Redmond, WA | — | 7,461 | 31,363 | 1,836 | 7,461 | 33,199 | 40,660 | (3,654) | 2016 | Dec-19 | 3-30 | ||||||||||||||||||||||||||||
| Radius | 264 | Redwood City, CA | — | 11,702 | 152,336 | 4,553 | 11,702 | 156,889 | 168,591 | (49,503) | 2015 | Apr-14 | 3-30 | ||||||||||||||||||||||||||||
| Reed Square | 100 | Sunnyvale, CA | — | 6,873 | 16,037 | 9,107 | 6,873 | 25,144 | 32,017 | (13,891) | 1970 | Jan-12 | 3-30 | ||||||||||||||||||||||||||||
| Regency at Encino | 75 | Encino, CA | — | 3,184 | 12,737 | 4,959 | 3,184 | 17,696 | 20,880 | (9,169) | 1989 | Dec-09 | 3-30 | ||||||||||||||||||||||||||||
| Regency Palm Court | 116 | Los Angeles, CA | — | 7,763 | 28,019 | 1,138 | 7,763 | 29,157 | 36,920 | (467) | 1987 | Jul-22 | 3-30 | ||||||||||||||||||||||||||||
| Renaissance at Uptown Orange | 460 | Orange, CA | — | 27,870 | 111,482 | 10,042 | 27,870 | 121,524 | 149,394 | (39,208) | 2007 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Reveal | 438 | Woodland Hills, CA | — | 25,073 | 121,314 | 6,099 | 25,073 | 127,413 | 152,486 | (37,131) | 2010 | Apr-15 | 3-30 | ||||||||||||||||||||||||||||
| Salmon Run at Perry Creek | 132 | Bothell, WA | — | 3,717 | 11,483 | 3,550 | 3,801 | 14,949 | 18,750 | (10,837) | 2000 | Oct-00 | 3-30 | ||||||||||||||||||||||||||||
| Sammamish View | 153 | Bellevue, WA | — | 3,324 | 7,501 | 8,398 | 3,331 | 15,892 | 19,223 | (14,091) | 1986 | Nov-94 | 3-30 | ||||||||||||||||||||||||||||
| 101 San Fernando | 323 | San Jose, CA | — | 4,173 | 58,961 | 17,835 | 4,173 | 76,796 | 80,969 | (36,704) | 2001 | Jul-10 | 3-30 | ||||||||||||||||||||||||||||
| San Marcos | 432 | Richmond, CA | — | 15,563 | 36,204 | 38,058 | 22,866 | 66,959 | 89,825 | (42,507) | 2003 | Nov-03 | 3-30 | ||||||||||||||||||||||||||||
| Santee Court/Santee Village | 238 | Los Angeles, CA | — | 9,581 | 40,317 | 17,391 | 9,582 | 57,707 | 67,289 | (25,651) | 2004 | Oct-10 | 3-30 | ||||||||||||||||||||||||||||
| Shadow Point | 172 | Spring Valley, CA | — | 2,812 | 11,170 | 6,339 | 2,820 | 17,501 | 20,321 | (11,291) | 1983 | Dec-02 | 3-30 | ||||||||||||||||||||||||||||
| Shadowbrook | 418 | Redmond, WA | — | 19,292 | 77,168 | 8,886 | 19,292 | 86,054 | 105,346 | (28,188) | 1986 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Slater 116 | 108 | Kirkland, WA | — | 7,379 | 22,138 | 1,915 | 7,379 | 24,053 | 31,432 | (7,903) | 2013 | Sep-13 | 3-30 | ||||||||||||||||||||||||||||
| Solstice | 280 | Sunnyvale, CA | — | 34,444 | 147,262 | 8,105 | 34,444 | 155,367 | 189,811 | (52,443) | 2014 | Apr-14 | 5-30 |
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ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2022
(Dollars in thousands)
| Costs | |||||||||||||||||||||||||||||||||||||||||
| Initial cost | capitalized | Gross amount carried at close of period | |||||||||||||||||||||||||||||||||||||||
| Apartment | Buildings and | subsequent to | Land and | Buildings and | Accumulated | Date of | Date | Lives | |||||||||||||||||||||||||||||||||
| Property | Homes | Location | Encumbrance | Land | improvements | acquisition | improvements | improvements | Total (1) | depreciation | construction | acquired | (years) | ||||||||||||||||||||||||||||
| Station Park Green | 599 | San Mateo, CA | — | 54,782 | 314,694 | 110,657 | 67,204 | 412,929 | 480,133 | (58,895) | 2018 | Mar-18 | 3-30 | ||||||||||||||||||||||||||||
| Stevenson Place | 200 | Fremont, CA | — | 996 | 5,582 | 15,544 | 1,001 | 21,121 | 22,122 | (17,733) | 1975 | Apr-00 | 3-30 | ||||||||||||||||||||||||||||
| Stonehedge Village | 196 | Bothell, WA | — | 3,167 | 12,603 | 11,219 | 3,201 | 23,788 | 26,989 | (18,480) | 1986 | Oct-97 | 3-30 | ||||||||||||||||||||||||||||
| Summerhill Park | 100 | Sunnyvale, CA | — | 2,654 | 4,918 | 11,661 | 2,656 | 16,577 | 19,233 | (14,478) | 1988 | Sep-88 | 3-30 | ||||||||||||||||||||||||||||
| Summit Park | 300 | San Diego, CA | — | 5,959 | 23,670 | 10,112 | 5,977 | 33,764 | 39,741 | (22,902) | 1972 | Dec-02 | 3-30 | ||||||||||||||||||||||||||||
| Taylor 28 | 197 | Seattle, WA | — | 13,915 | 57,700 | 5,127 | 13,915 | 62,827 | 76,742 | (20,376) | 2008 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| The Audrey at Belltown | 137 | Seattle, WA | — | 9,228 | 36,911 | 3,046 | 9,228 | 39,957 | 49,185 | (12,553) | 1992 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| The Avery | 121 | Los Angeles, CA | — | 6,964 | 29,922 | 1,423 | 6,964 | 31,345 | 38,309 | (9,394) | 2014 | Mar-14 | 3-30 | ||||||||||||||||||||||||||||
| The Bernard | 63 | Seattle, WA | — | 3,699 | 11,345 | 1,097 | 3,689 | 12,452 | 16,141 | (5,066) | 2008 | Sep-11 | 3-30 | ||||||||||||||||||||||||||||
| The Blake LA | 196 | Los Angeles, CA | — | 4,023 | 9,527 | 25,573 | 4,031 | 35,092 | 39,123 | (25,348) | 1979 | Jun-97 | 3-30 | ||||||||||||||||||||||||||||
| The Cairns | 99 | Seattle, WA | — | 6,937 | 20,679 | 3,407 | 6,939 | 24,084 | 31,023 | (12,852) | 2006 | Jun-07 | 3-30 | ||||||||||||||||||||||||||||
| The Commons | 264 | Campbell, CA | — | 12,555 | 29,307 | 11,676 | 12,556 | 40,982 | 53,538 | (20,972) | 1973 | Jul-10 | 3-30 | ||||||||||||||||||||||||||||
| The Elliot at Mukilteo | 301 | Mukilteo, WA | — | 2,498 | 10,595 | 19,851 | 2,824 | 30,120 | 32,944 | (25,366) | 1981 | Jan-97 | 3-30 | ||||||||||||||||||||||||||||
| The Galloway | 506 | Pleasanton, CA | — | 32,966 | 184,499 | 4,810 | 32,966 | 189,309 | 222,275 | (20,181) | 2016 | Jan-20 | 3-30 | ||||||||||||||||||||||||||||
| The Grand | 243 | Oakland, CA | — | 4,531 | 89,208 | 8,950 | 4,531 | 98,158 | 102,689 | (47,729) | 2009 | Jan-09 | 3-30 | ||||||||||||||||||||||||||||
| The Hallie | 292 | Pasadena, CA | — | 2,202 | 4,794 | 57,103 | 8,385 | 55,714 | 64,099 | (45,569) | 1972 | Apr-97 | 3-30 | ||||||||||||||||||||||||||||
| The Huntington | 276 | Huntington Beach, CA | — | 10,374 | 41,495 | 8,888 | 10,374 | 50,383 | 60,757 | (20,123) | 1975 | Jun-12 | 3-30 | ||||||||||||||||||||||||||||
| The Landing at Jack London Square | 282 | Oakland, CA | — | 33,554 | 78,292 | 9,533 | 33,554 | 87,825 | 121,379 | (30,122) | 2001 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| The Lofts at Pinehurst | 118 | Ventura, CA | — | 1,570 | 3,912 | 6,219 | 1,618 | 10,083 | 11,701 | (7,542) | 1971 | Jun-97 | 3-30 | ||||||||||||||||||||||||||||
| The Palisades | 192 | Bellevue, WA | — | 1,560 | 6,242 | 15,618 | 1,565 | 21,855 | 23,420 | (19,371) | 1977 | May-90 | 3-30 | ||||||||||||||||||||||||||||
| The Palms at Laguna Niguel | 460 | Laguna Niguel, CA | — | 23,584 | 94,334 | 16,019 | 23,584 | 110,353 | 133,937 | (37,515) | 1988 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| The Stuart | 188 | Pasadena, CA | — | 13,574 | 54,298 | 5,096 | 13,574 | 59,394 | 72,968 | (19,069) | 2007 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| The Trails of Redmond | 423 | Redmond, WA | — | 21,930 | 87,720 | 8,769 | 21,930 | 96,489 | 118,419 | (31,532) | 1985 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| The Village at Toluca Lake | 145 | Burbank, CA | — | 14,634 | 48,297 | 1,354 | 14,634 | 49,651 | 64,285 | (2,767) | 1974 | Jun-21 | 3-30 | ||||||||||||||||||||||||||||
| The Waterford | 238 | San Jose, CA | — | 11,808 | 24,500 | 18,880 | 15,165 | 40,023 | 55,188 | (29,398) | 2000 | Jun-00 | 3-30 | ||||||||||||||||||||||||||||
| Tierra Vista | 404 | Oxnard, CA | — | 13,652 | 53,336 | 10,699 | 13,661 | 64,026 | 77,687 | (39,508) | 2001 | Jan-01 | 3-30 | ||||||||||||||||||||||||||||
| Tiffany Court | 101 | Los Angeles, CA | — | 6,949 | 27,796 | 3,123 | 6,949 | 30,919 | 37,868 | (9,943) | 1987 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Trabuco Villas | 132 | Lake Forest, CA | — | 3,638 | 8,640 | 5,542 | 3,890 | 13,930 | 17,820 | (10,618) | 1985 | Oct-97 | 3-30 | ||||||||||||||||||||||||||||
| Valley Park | 160 | Fountain Valley, CA | — | 3,361 | 13,420 | 7,055 | 3,761 | 20,075 | 23,836 | (14,229) | 1969 | Nov-01 | 3-30 | ||||||||||||||||||||||||||||
| Via | 284 | Sunnyvale, CA | — | 22,000 | 82,270 | 6,904 | 22,016 | 89,158 | 111,174 | (37,128) | 2011 | Jul-11 | 3-30 | ||||||||||||||||||||||||||||
| Villa Angelina | 256 | Placentia, CA | — | 4,498 | 17,962 | 9,357 | 4,962 | 26,855 | 31,817 | (19,266) | 1970 | Nov-01 | 3-30 | ||||||||||||||||||||||||||||
| Villa Granada | 270 | Santa Clara, CA | — | 38,299 | 89,365 | 3,231 | 38,299 | 92,596 | 130,895 | (29,256) | 2010 | Apr-14 | 5-30 |
F- 62
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2022
(Dollars in thousands)
| Costs | |||||||||||||||||||||||||||||||||||||||||
| Initial cost | capitalized | Gross amount carried at close of period | |||||||||||||||||||||||||||||||||||||||
| Apartment | Buildings and | subsequent to | Land and | Buildings and | Accumulated | Date of | Date | Lives | |||||||||||||||||||||||||||||||||
| Property | Homes | Location | Encumbrance | Land | improvements | acquisition | improvements | improvements | Total (1) | depreciation | construction | acquired | (years) | ||||||||||||||||||||||||||||
| Villa Siena | 272 | Costa Mesa, CA | — | 13,842 | 55,367 | 11,919 | 13,842 | 67,286 | 81,128 | (24,118) | 1974 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Village Green | 272 | La Habra, CA | — | 6,488 | 36,768 | 5,658 | 6,488 | 42,426 | 48,914 | (14,607) | 1971 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Vista Belvedere | 76 | Tiburon, CA | — | 5,573 | 11,901 | 9,706 | 5,573 | 21,607 | 27,180 | (15,005) | 1963 | Aug-04 | 3-30 | ||||||||||||||||||||||||||||
| Vox Apartments | 58 | Seattle, WA | — | 5,545 | 16,635 | 543 | 5,545 | 17,178 | 22,723 | (5,400) | 2013 | Oct-13 | 3-30 | ||||||||||||||||||||||||||||
| Wallace on Sunset | 200 | Los Angeles, CA | — | 24,005 | 80,466 | 4,041 | 24,005 | 84,507 | 108,512 | (13,371) | 2021 | Dec-21 | 3-30 | ||||||||||||||||||||||||||||
| Walnut Heights | 163 | Walnut, CA | — | 4,858 | 19,168 | 6,829 | 4,887 | 25,968 | 30,855 | (17,053) | 1964 | Oct-03 | 3-30 | ||||||||||||||||||||||||||||
| Wandering Creek | 156 | Kent, WA | — | 1,285 | 4,980 | 6,079 | 1,296 | 11,048 | 12,344 | (9,315) | 1986 | Nov-95 | 3-30 | ||||||||||||||||||||||||||||
| Wharfside Pointe | 155 | Seattle, WA | — | 2,245 | 7,020 | 14,184 | 2,258 | 21,191 | 23,449 | (17,924) | 1990 | Jun-94 | 3-30 | ||||||||||||||||||||||||||||
| Willow Lake | 508 | San Jose, CA | — | 43,194 | 101,030 | 20,592 | 43,194 | 121,622 | 164,816 | (48,482) | 1989 | Oct-12 | 3-30 | ||||||||||||||||||||||||||||
| 5600 Wilshire | 284 | Los Angeles, CA | — | 30,535 | 91,604 | 8,228 | 30,535 | 99,832 | 130,367 | (31,251) | 2008 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Wilshire La Brea | 478 | Los Angeles, CA | — | 56,932 | 211,998 | 19,434 | 56,932 | 231,432 | 288,364 | (75,779) | 2014 | Apr-14 | 5-30 | ||||||||||||||||||||||||||||
| Wilshire Promenade | 149 | Fullerton, CA | — | 3,118 | 7,385 | 13,987 | 3,797 | 20,693 | 24,490 | (15,554) | 1992 | Jan-97 | 3-30 | ||||||||||||||||||||||||||||
| Windsor Court | 95 | Los Angeles, CA | 6,383 | 23,420 | 816 | 6,383 | 24,236 | 30,619 | (389) | 1987 | Jul-22 | 3-30 | |||||||||||||||||||||||||||||
| Windsor Ridge | 216 | Sunnyvale, CA | — | 4,017 | 10,315 | 17,579 | 4,021 | 27,890 | 31,911 | (26,204) | 1989 | Mar-89 | 3-30 | ||||||||||||||||||||||||||||
| Woodland Commons | 302 | Bellevue, WA | — | 2,040 | 8,727 | 26,278 | 2,044 | 35,001 | 37,045 | (27,128) | 1978 | Mar-90 | 3-30 | ||||||||||||||||||||||||||||
| Woodside Village | 145 | Ventura, CA | — | 5,331 | 21,036 | 6,494 | 5,341 | 27,520 | 32,861 | (17,226) | 1987 | Dec-04 | 3-30 | ||||||||||||||||||||||||||||
| 48,939 | $ | — | $ | 2,728,585 | $ | 9,703,950 | $ | 2,396,447 | $ | 2,778,895 | $ | 12,050,087 | $ | 14,828,982 | $ | (4,815,957) | |||||||||||||||||||||||||
| Costs | |||||||||||||||||||||||||||||||||||||||||
| Initial cost | capitalized | Gross amount carried at close of period | |||||||||||||||||||||||||||||||||||||||
| Buildings and | subsequent | Land and | Buildings and | Accumulated | |||||||||||||||||||||||||||||||||||||
| Property | Encumbrance | Land | improvements | to acquisition | improvements | improvements | Total(1) | depreciation | |||||||||||||||||||||||||||||||||
| Other real estate assets | — | 80,706 | 16,587 | 21,319 | 82,067 | 36,545 | 118,612 | (18,615) | |||||||||||||||||||||||||||||||||
| $ | — | $ | 80,706 | $ | 16,587 | $ | 21,319 | $ | 82,067 | $ | 36,545 | $ | 118,612 | $ | (18,615) | ||||||||||||||||||||||||||
| Total | $ | 593,943 | $ | 2,988,330 | $ | 10,415,345 | $ | 2,562,552 | $ | 3,043,321 | $ | 12,922,906 | $ | 15,966,227 | $ | (5,152,133) |
(1) The aggregate cost for federal income tax purposes is approximately $12.1 billion (unaudited).
(2) A portion of land is leased pursuant to a ground lease expiring 2070.
(3) The land is leased pursuant to a ground lease expiring 2083.
(4) The land is leased pursuant to a ground lease expiring 2070.
(5) The land is leased pursuant to a ground lease expiring 2027.
(6) The land is leased pursuant to a ground lease expiring 2067.
(7) A portion of land is leased pursuant to a ground lease expiring in 2028.
F- 63
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2022
(Dollars in thousands)
(8) The land is leased pursuant to a ground lease expiring in 2028.
A summary of activity for rental properties and accumulated depreciation is as follows:
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Rental properties: | Accumulated depreciation: | ||||||||||||||||||||||||||||||||||
| Balance at beginning of year | $ | 15,629,927 | $ | 15,061,745 | $ | 14,038,142 | Balance at beginning of year | $ | 4,646,854 | $ | 4,133,959 | $ | 3,689,482 | ||||||||||||||||||||||
| Acquisition, development, and improvement of real estate | 427,668 | 707,267 | 1,426,505 | Depreciation expense | 536,202 | 528,613 | 518,629 | ||||||||||||||||||||||||||||
| Disposition of real estate and other | (91,368) | (139,085) | (402,902) | Depreciation expense - Disposals and other | (30,923) | (15,718) | (74,152) | ||||||||||||||||||||||||||||
| Balance at the end of year | $ | 15,966,227 | $ | 15,629,927 | $ | 15,061,745 | Balance at the end of year | $ | 5,152,133 | $ | 4,646,854 | $ | 4,133,959 |
F- 64
- Management contract or compensatory plan or arrangement.
† The schedules and certain exhibits to this agreement, as set forth in the agreement, have not been filed herewith. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on February 23, 2023.
| ESSEX PROPERTY TRUST, INC. | |||||
| By: /s/ BARBARA PAK | |||||
| Barbara Pak | |||||
| Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer) | |||||
| By: /s/ JOHN FARIAS | |||||
| John Farias | |||||
| Senior Vice President and Chief Accounting Officer | |||||
| ESSEX PORTFOLIO, L.P. By: Essex Property Trust, Inc., its general partner | |||||
| By: /s/ BARBARA PAK | |||||
| Barbara Pak | |||||
| Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer) | |||||
| By: /s/ JOHN FARIAS | |||||
| John Farias | |||||
| Senior Vice President and Chief Accounting Officer |
S-1
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Schall and Barbara Pak, and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his or her or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||
| /s/ GEORGE M. MARCUS George M. Marcus | Director and Chairman of the Board | February 23, 2023 | ||||||
| /s/ KEITH R. GUERICKE Keith R. Guericke | Director, and Vice Chairman of the Board | February 23, 2023 | ||||||
| /s/ IRVING F. LYONS, III Irving F. Lyons, III | Lead Director | February 23, 2023 | ||||||
| /s/ MARIA R. HAWTHORNE Maria R. Hawthorne | Director | February 23, 2023 | ||||||
| /s/ AMAL M. JOHNSON Amal M. Johnson | Director | February 23, 2023 | ||||||
| /s/ MARY KASARIS Mary Kasaris | Director | February 23, 2023 | ||||||
| /s/ ANGELA L. KLEIMAN Angela L. Kleiman | Chief Operating Officer and Sr. Executive Vice President, and Director | February 23, 2023 | ||||||
| /s/ THOMAS E. ROBINSON Thomas E. Robinson | Director | February 23, 2023 | ||||||
| /s/ MICHAEL J. SCHALL Michael J. Schall | Chief Executive Officer and President, and Director (Principal Executive Officer) | February 23, 2023 | ||||||
| /s/ BYRON A. SCORDELIS Byron A. Scordelis | Director | February 23, 2023 |
S-2
Previous: Item 15. Exhibits and Financial Statement Schedules