filings.toolsItem 1. Condensed Consolidated Financial Statements
138K characters. Original on sec.gov · Markdown
Item 1. Condensed Consolidated Financial Statements
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except parenthetical and share amounts)
| ASSETS | June 30, 2024 | December 31, 2023 | |||||||||
| Real estate: | |||||||||||
| Rental properties: | |||||||||||
| Land and land improvements | $ | 3,167,721 | $ | 3,036,912 | |||||||
| Buildings and improvements | 13,701,217 | 13,098,311 | |||||||||
| 16,868,938 | 16,135,223 | ||||||||||
| Less: accumulated depreciation | (5,946,440) | (5,664,931) | |||||||||
| 10,922,498 | 10,470,292 | ||||||||||
| Real estate under development | 24,515 | 23,724 | |||||||||
| Co-investments | 1,041,328 | 1,061,733 | |||||||||
| 11,988,341 | 11,555,749 | ||||||||||
| Cash and cash equivalents-unrestricted | 55,223 | 391,749 | |||||||||
| Cash and cash equivalents-restricted | 8,928 | 8,585 | |||||||||
| Marketable securities, net of allowance for credit losses of zero as of both June 30, 2024 and December 31, 2023 | 84,291 | 87,795 | |||||||||
| Notes and other receivables, net of allowance for credit losses of $0.7 million as of both June 30, 2024 and December 31, 2023, respectively (includes related party receivables of $59.2 million and $6.1 million as of June 30, 2024 and December 31, 2023, respectively) | 233,776 | 174,621 | |||||||||
| Operating lease right-of-use assets | 53,373 | 63,757 | |||||||||
| Prepaid expenses and other assets | 85,528 | 79,171 | |||||||||
| Total assets | $ | 12,509,460 | $ | 12,361,427 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Unsecured debt, net | $ | 5,267,902 | $ | 5,318,531 | |||||||
| Mortgage notes payable, net | 885,563 | 887,204 | |||||||||
| Lines of credit | 129,391 | — | |||||||||
| Accounts payable and accrued liabilities | 183,764 | 176,401 | |||||||||
| Construction payable | 17,060 | 20,659 | |||||||||
| Dividends payable | 165,232 | 155,695 | |||||||||
| Distributions in excess of investments in co-investments | 68,295 | 65,488 | |||||||||
| Operating lease liabilities | 54,513 | 65,091 | |||||||||
| Other liabilities | 49,351 | 46,175 | |||||||||
| Total liabilities | 6,821,071 | 6,735,244 | |||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interest | 33,889 | 32,205 | |||||||||
| Equity: | |||||||||||
| Common stock; $0.0001 par value, 670,000,000 shares authorized; 64,210,493 and 64,203,497 shares issued and outstanding, respectively | 6 | 6 | |||||||||
| Additional paid-in capital | 6,659,313 | 6,656,720 | |||||||||
| Distributions in excess of accumulated earnings | (1,216,557) | (1,267,536) | |||||||||
| Accumulated other comprehensive income, net | 38,877 | 33,556 | |||||||||
| Total stockholders' equity | 5,481,639 | 5,422,746 | |||||||||
| Noncontrolling interest | 172,861 | 171,232 | |||||||||
| Total equity | 5,654,500 | 5,593,978 | |||||||||
| Total liabilities and equity | $ | 12,509,460 | $ | 12,361,427 | |||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental and other property | $ | 439,782 | $ | 413,265 | $ | 863,997 | $ | 822,921 | |||||||||||||||
| Management and other fees from affiliates | 2,573 | 2,778 | 5,286 | 5,543 | |||||||||||||||||||
| 442,355 | 416,043 | 869,283 | 828,464 | ||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating, excluding real estate taxes | 78,721 | 73,843 | 157,667 | 147,725 | |||||||||||||||||||
| Real estate taxes | 47,312 | 45,381 | 94,232 | 91,911 | |||||||||||||||||||
| Corporate-level property management expenses | 12,123 | 11,451 | 23,854 | 22,883 | |||||||||||||||||||
| Depreciation and amortization | 145,613 | 136,718 | 285,346 | 273,065 | |||||||||||||||||||
| General and administrative | 21,136 | 13,813 | 38,307 | 29,124 | |||||||||||||||||||
| Expensed acquisition and investment related costs | — | 5 | 68 | 344 | |||||||||||||||||||
| Casualty loss | — | — | — | 433 | |||||||||||||||||||
| 304,905 | 281,211 | 599,474 | 565,485 | ||||||||||||||||||||
| Gain on sale of real estate and land | — | — | — | 59,238 | |||||||||||||||||||
| Earnings from operations | 137,450 | 134,832 | 269,809 | 322,217 | |||||||||||||||||||
| Interest expense | (59,120) | (52,600) | (115,053) | (103,645) | |||||||||||||||||||
| Total return swap income | 629 | 821 | 1,425 | 1,854 | |||||||||||||||||||
| Interest and other income | 9,568 | 12,199 | 66,843 | 24,649 | |||||||||||||||||||
| Equity income from co-investments | 9,652 | 12,237 | 22,018 | 23,108 | |||||||||||||||||||
| Tax benefit (expense) on unconsolidated co-investments | 807 | (1,733) | 758 | (833) | |||||||||||||||||||
| Gain on remeasurement of co-investment | — | — | 138,326 | — | |||||||||||||||||||
| Net income | 98,986 | 105,756 | 384,126 | 267,350 | |||||||||||||||||||
| Net income attributable to noncontrolling interest | (6,072) | (6,136) | (18,481) | (14,198) | |||||||||||||||||||
| Net income available to common stockholders | $ | 92,914 | $ | 99,620 | $ | 365,645 | $ | 253,152 | |||||||||||||||
| Comprehensive income | $ | 96,499 | $ | 121,142 | $ | 389,634 | $ | 272,442 | |||||||||||||||
| Comprehensive income attributable to noncontrolling interest | (5,987) | (6,659) | (18,668) | (14,371) | |||||||||||||||||||
| Comprehensive income attributable to controlling interest | $ | 90,512 | $ | 114,483 | $ | 370,966 | $ | 258,071 | |||||||||||||||
| Per share data: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income available to common stockholders | $ | 1.45 | $ | 1.55 | $ | 5.69 | $ | 3.94 | |||||||||||||||
| Weighted average number of shares outstanding during the period | 64,209,878 | 64,182,555 | 64,207,482 | 64,319,783 | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income available to common stockholders | $ | 1.45 | $ | 1.55 | $ | 5.69 | $ | 3.94 | |||||||||||||||
| Weighted average number of shares outstanding during the period | 64,227,651 | 64,183,675 | 64,218,911 | 64,320,898 |
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2024 and 2023
(Unaudited)
(In thousands)
| Common stock | Additional paid-in capital | Distributions in excess of accumulated earnings | Accumulated other comprehensive income, net | Noncontrolling interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | 64,209 | $ | 6 | $ | 6,658,882 | $ | (1,152,136) | $ | 41,279 | $ | 175,722 | $ | 5,723,753 | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 92,914 | — | 6,072 | 98,986 | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | (2,402) | (85) | (2,487) | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | 1 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | (105) | — | — | — | (105) | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | — | 1,979 | — | — | 69 | 2,048 | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | (1,443) | — | — | (254) | (1,697) | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (8,663) | (8,663) | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends ($2.45 per share) | — | — | — | (157,335) | — | — | (157,335) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | 64,210 | $ | 6 | $ | 6,659,313 | $ | (1,216,557) | $ | 38,877 | $ | 172,861 | $ | 5,654,500 |
| Common stock | Additional paid-in capital | Distributions in excess of accumulated earnings | Accumulated other comprehensive income, net | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | 64,203 | $ | 6 | $ | 6,656,720 | $ | (1,267,536) | $ | 33,556 | $ | 171,232 | $ | 5,593,978 | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 365,645 | — | 18,481 | 384,126 | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 5,321 | 187 | 5,508 | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | 7 | — | 962 | — | — | — | 962 | ||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | (113) | — | — | — | (113) | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | — | 3,616 | — | — | 127 | 3,743 | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | (1,623) | — | — | (61) | (1,684) | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (17,075) | (17,075) | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | — | — | (249) | — | — | (30) | (279) | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends ($4.90 per share) | — | — | — | (314,666) | — | — | (314,666) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | 64,210 | $ | 6 | $ | 6,659,313 | $ | (1,216,557) | $ | 38,877 | $ | 172,861 | $ | 5,654,500 |
| Common stock | Additional paid-in capital | Distributions in excess of accumulated earnings | Accumulated other comprehensive income, net | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | 64,182 | $ | 6 | $ | 6,657,183 | $ | (1,074,930) | $ | 36,522 | $ | 178,076 | $ | 5,796,857 | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 99,620 | — | 6,136 | 105,756 | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 14,863 | 523 | 15,386 | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | 1 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | (53) | — | — | — | (53) | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | — | 1,915 | — | — | 67 | 1,982 | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | (1,160) | — | — | 13 | (1,147) | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (8,056) | (8,056) | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | — | — | (404) | — | — | (32) | (436) | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends ($2.31 per share) | — | — | — | (148,284) | — | — | (148,284) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | 64,183 | $ | 6 | $ | 6,657,481 | $ | (1,123,594) | $ | 51,385 | $ | 176,727 | $ | 5,762,005 |
| Common stock | Additional paid-in capital | Distributions in excess of accumulated earnings | Accumulated other comprehensive income, net | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2023 | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | 64,605 | $ | 6 | $ | 6,750,076 | $ | (1,080,176) | $ | 46,466 | $ | 178,744 | $ | 5,895,116 | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 253,152 | — | 14,198 | 267,350 | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 4,919 | 173 | 5,092 | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option and restricted stock plans, net | 3 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | (125) | — | — | — | (125) | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | — | 7,387 | — | — | 259 | 7,646 | ||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of common stock, net | (437) | — | (95,657) | — | — | — | (95,657) | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | — | (4,087) | — | — | (118) | (4,205) | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (16,033) | (16,033) | ||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interest | 12 | — | (113) | — | — | (496) | (609) | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends ($4.62 per share) | — | — | — | (296,570) | — | — | (296,570) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | 64,183 | $ | 6 | $ | 6,657,481 | $ | (1,123,594) | $ | 51,385 | $ | 176,727 | $ | 5,762,005 | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands, except parenthetical amounts)
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 384,126 | $ | 267,350 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Straight-lined rents | 419 | 170 | |||||||||
| Depreciation and amortization | 285,346 | 273,065 | |||||||||
| Amortization of discount and debt financing costs, net | 4,190 | 3,170 | |||||||||
| Realized and unrealized gains on marketable securities, net | (4,948) | (8,871) | |||||||||
| Provision for credit losses | 66 | 34 | |||||||||
| Earnings from co-investments | (22,018) | (23,108) | |||||||||
| Operating distributions from co-investments | 21,493 | 31,168 | |||||||||
| Accrued interest from notes and other receivables | (7,810) | (4,743) | |||||||||
| Casualty loss | — | 433 | |||||||||
| Gain on the sale of real estate and land | — | (59,238) | |||||||||
| Equity-based compensation | 3,501 | 3,795 | |||||||||
| Gain on remeasurement of co-investment | (138,326) | — | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Prepaid expenses, receivables, operating lease right-of-use assets, and other assets | 4,462 | 457 | |||||||||
| Accounts payable, accrued liabilities, and operating lease liabilities | 5,365 | 3,646 | |||||||||
| Other liabilities | (2,084) | 999 | |||||||||
| Net cash provided by operating activities | 533,782 | 488,327 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to real estate: | |||||||||||
| Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired | (489,486) | (23,182) | |||||||||
| Redevelopment | (24,143) | (41,675) | |||||||||
| Development acquisitions of and additions to real estate under development | (2,479) | (5,248) | |||||||||
| Capital expenditures on rental properties | (60,982) | (56,025) | |||||||||
| Investments in notes receivable | (56,553) | (44,984) | |||||||||
| Proceeds from insurance for property losses | 1,173 | 2,851 | |||||||||
| Proceeds from dispositions of real estate | — | 99,388 | |||||||||
| Contributions to co-investments | (3,804) | (15,571) | |||||||||
| Changes in refundable deposits | (1,000) | 10,200 | |||||||||
| Purchases of marketable securities | (335) | (11,302) | |||||||||
| Sales and maturities of marketable securities | 8,787 | 39,372 | |||||||||
| Non-operating distributions from co-investments | 6,500 | 11,655 | |||||||||
| Net cash used in investing activities | (622,322) | (34,521) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from unsecured debt and mortgage notes | 349,132 | 300,000 | |||||||||
| Payments on unsecured debt and mortgage notes | (401,533) | (300,937) | |||||||||
| Proceeds from lines of credit | 546,556 | 728,709 | |||||||||
| Repayments of lines of credit | (417,164) | (746,354) | |||||||||
| Changes in refundable deposits | — | (6,012) |
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Retirement of common stock | — | (95,657) | |||||||||
| Additions to deferred charges | (3,000) | (358) | |||||||||
| Net costs from issuance of common stock | (113) | (125) | |||||||||
| Net proceeds from stock options exercised | 962 | — | |||||||||
| Distributions to noncontrolling interest | (16,544) | (15,622) | |||||||||
| Redemption of noncontrolling interest | (279) | (609) | |||||||||
| Common stock dividends paid | (305,660) | (290,408) | |||||||||
| Net cash used in financing activities | (247,643) | (427,373) | |||||||||
| Net (decrease) increase in unrestricted and restricted cash and cash equivalents | (336,183) | 26,433 | |||||||||
| Unrestricted and restricted cash and cash equivalents at beginning of period | 400,334 | 42,681 | |||||||||
| Unrestricted and restricted cash and cash equivalents at end of period | $ | 64,151 | $ | 69,114 | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest (net of $0.1 million and $0.5 million capitalized in 2024 and 2023, respectively) | $ | 108,246 | $ | 101,784 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | 3,530 | $ | 3,528 | |||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||
| Transfers between real estate under development and rental properties, net | $ | 405 | $ | 365 | |||||||
| Transfers from real estate under development to co-investments | $ | 660 | $ | 961 | |||||||
| Reclassifications to redeemable noncontrolling interest from additional paid in capital and noncontrolling interest | $ | 1,684 | $ | 4,205 | |||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except parenthetical and unit amounts)
| ASSETS | June 30, 2024 | December 31, 2023 | |||||||||
| Real estate: | |||||||||||
| Rental properties: | |||||||||||
| Land and land improvements | $ | 3,167,721 | $ | 3,036,912 | |||||||
| Buildings and improvements | 13,701,217 | 13,098,311 | |||||||||
| 16,868,938 | 16,135,223 | ||||||||||
| Less: accumulated depreciation | (5,946,440) | (5,664,931) | |||||||||
| 10,922,498 | 10,470,292 | ||||||||||
| Real estate under development | 24,515 | 23,724 | |||||||||
| Co-investments | 1,041,328 | 1,061,733 | |||||||||
| 11,988,341 | 11,555,749 | ||||||||||
| Cash and cash equivalents-unrestricted | 55,223 | 391,749 | |||||||||
| Cash and cash equivalents-restricted | 8,928 | 8,585 | |||||||||
| Marketable securities, net of allowance for credit losses of zero as of both June 30, 2024 and December 31, 2023 | 84,291 | 87,795 | |||||||||
| Notes and other receivables, net of allowance for credit losses of $0.7 million as of both June 30, 2024 and December 31, 2023, respectively (includes related party receivables of $59.2 million and $6.1 million as of June 30, 2024 and December 31, 2023, respectively) | 233,776 | 174,621 | |||||||||
| Operating lease right-of-use assets | 53,373 | 63,757 | |||||||||
| Prepaid expenses and other assets | 85,528 | 79,171 | |||||||||
| Total assets | $ | 12,509,460 | $ | 12,361,427 | |||||||
| LIABILITIES AND CAPITAL | |||||||||||
| Unsecured debt, net | $ | 5,267,902 | $ | 5,318,531 | |||||||
| Mortgage notes payable, net | 885,563 | 887,204 | |||||||||
| Lines of credit | 129,391 | — | |||||||||
| Accounts payable and accrued liabilities | 183,764 | 176,401 | |||||||||
| Construction payable | 17,060 | 20,659 | |||||||||
| Distributions payable | 165,232 | 155,695 | |||||||||
| Distributions in excess of investments in co-investments | 68,295 | 65,488 | |||||||||
| Operating lease liabilities | 54,513 | 65,091 | |||||||||
| Other liabilities | 49,351 | 46,175 | |||||||||
| Total liabilities | 6,821,071 | 6,735,244 | |||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interest | 33,889 | 32,205 | |||||||||
| Capital: | |||||||||||
| General Partner: | |||||||||||
| Common equity (64,210,493 and 64,203,497 units issued and outstanding, respectively) | 5,442,762 | 5,389,190 | |||||||||
| 5,442,762 | 5,389,190 | ||||||||||
| Limited Partners: | |||||||||||
| Common equity (2,258,812 and 2,258,812 units issued and outstanding, respectively) | 46,819 | 44,991 | |||||||||
| Accumulated other comprehensive income, net | 44,154 | 38,646 | |||||||||
| Total partners' capital | 5,533,735 | 5,472,827 | |||||||||
| Noncontrolling interest | 120,765 | 121,151 | |||||||||
| Total capital | 5,654,500 | 5,593,978 | |||||||||
| Total liabilities and capital | $ | 12,509,460 | $ | 12,361,427 |
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except unit and per unit amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental and other property | $ | 439,782 | $ | 413,265 | $ | 863,997 | $ | 822,921 | |||||||||||||||
| Management and other fees from affiliates | 2,573 | 2,778 | 5,286 | 5,543 | |||||||||||||||||||
| 442,355 | 416,043 | 869,283 | 828,464 | ||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating, excluding real estate taxes | 78,721 | 73,843 | 157,667 | 147,725 | |||||||||||||||||||
| Real estate taxes | 47,312 | 45,381 | 94,232 | 91,911 | |||||||||||||||||||
| Corporate-level property management expenses | 12,123 | 11,451 | 23,854 | 22,883 | |||||||||||||||||||
| Depreciation and amortization | 145,613 | 136,718 | 285,346 | 273,065 | |||||||||||||||||||
| General and administrative | 21,136 | 13,813 | 38,307 | 29,124 | |||||||||||||||||||
| Expensed acquisition and investment related costs | — | 5 | 68 | 344 | |||||||||||||||||||
| Casualty loss | — | — | — | 433 | |||||||||||||||||||
| 304,905 | 281,211 | 599,474 | 565,485 | ||||||||||||||||||||
| Gain on sale of real estate and land | — | — | — | 59,238 | |||||||||||||||||||
| Earnings from operations | 137,450 | 134,832 | 269,809 | 322,217 | |||||||||||||||||||
| Interest expense | (59,120) | (52,600) | (115,053) | (103,645) | |||||||||||||||||||
| Total return swap income | 629 | 821 | 1,425 | 1,854 | |||||||||||||||||||
| Interest and other income | 9,568 | 12,199 | 66,843 | 24,649 | |||||||||||||||||||
| Equity income from co-investments | 9,652 | 12,237 | 22,018 | 23,108 | |||||||||||||||||||
| Tax benefit (expense) on unconsolidated co-investments | 807 | (1,733) | 758 | (833) | |||||||||||||||||||
| Gain on remeasurement of co-investment | — | — | 138,326 | — | |||||||||||||||||||
| Net income | 98,986 | 105,756 | 384,126 | 267,350 | |||||||||||||||||||
| Net income attributable to noncontrolling interest | (2,802) | (2,630) | (5,612) | (5,288) | |||||||||||||||||||
| Net income available to common unitholders | $ | 96,184 | $ | 103,126 | $ | 378,514 | $ | 262,062 | |||||||||||||||
| Comprehensive income | $ | 96,499 | $ | 121,142 | $ | 389,634 | $ | 272,442 | |||||||||||||||
| Comprehensive income attributable to noncontrolling interest | (2,802) | (2,630) | (5,612) | (5,288) | |||||||||||||||||||
| Comprehensive income attributable to controlling interest | $ | 93,697 | $ | 118,512 | $ | 384,022 | $ | 267,154 | |||||||||||||||
| Per unit data: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income available to common unitholders | $ | 1.45 | $ | 1.55 | $ | 5.69 | $ | 3.94 | |||||||||||||||
| Weighted average number of common units outstanding during the period | 66,468,691 | 66,442,994 | 66,466,295 | 66,582,934 | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income available to common unitholders | $ | 1.45 | $ | 1.55 | $ | 5.69 | $ | 3.94 | |||||||||||||||
| Weighted average number of common units outstanding during the period | 66,486,464 | 66,444,114 | 66,477,724 | 66,584,049 |
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Capital for the three and six months ended June 30, 2024 and 2023
(Unaudited)
(In thousands)
| General Partner | Limited Partners | Accumulated other comprehensive income, net | Noncontrolling interest | Total | |||||||||||||||||||||||||||||||||||||||||||
| Common Equity | Common Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | 64,209 | $ | 5,506,752 | 2,259 | $ | 49,276 | $ | 46,641 | $ | 121,084 | $ | 5,723,753 | |||||||||||||||||||||||||||||||||||
| Net income | — | 92,914 | — | 3,270 | — | 2,802 | 98,986 | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | (2,487) | — | (2,487) | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | |||||||||||||||||||||||||||||||||||||||||||||||
| General partner's stock based compensation, net | 1 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | (105) | — | — | — | — | (105) | ||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | 1,979 | — | 69 | — | — | 2,048 | ||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | (1,443) | — | (263) | — | 9 | (1,697) | ||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (3,130) | (3,130) | ||||||||||||||||||||||||||||||||||||||||
| Distributions declared ($2.45 per unit) | — | (157,335) | — | (5,533) | — | — | (162,868) | ||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | 64,210 | $ | 5,442,762 | 2,259 | $ | 46,819 | $ | 44,154 | $ | 120,765 | $ | 5,654,500 |
| General Partner | Limited Partners | Accumulated other comprehensive income, net | Noncontrolling interest | Total | |||||||||||||||||||||||||||||||||||||||||||
| Common Equity | Common Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | 64,203 | $ | 5,389,190 | 2,259 | $ | 44,991 | $ | 38,646 | $ | 121,151 | $ | 5,593,978 | |||||||||||||||||||||||||||||||||||
| Net income | — | 365,645 | — | 12,869 | — | 5,612 | 384,126 | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 5,508 | — | 5,508 | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | |||||||||||||||||||||||||||||||||||||||||||||||
| General partner's stock based compensation, net | 7 | 962 | — | — | — | — | 962 | ||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | (113) | — | — | — | — | (113) | ||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | 3,616 | — | 127 | — | — | 3,743 | ||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | (1,623) | — | (98) | — | 37 | (1,684) | ||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (6,005) | (6,005) | ||||||||||||||||||||||||||||||||||||||||
| Redemptions | — | (249) | — | — | — | (30) | (279) | ||||||||||||||||||||||||||||||||||||||||
| Distributions declared ($4.90 per unit) | — | (314,666) | — | (11,070) | — | — | (325,736) | ||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | 64,210 | $ | 5,442,762 | 2,259 | $ | 46,819 | $ | 44,154 | $ | 120,765 | $ | 5,654,500 |
| General Partner | Limited Partners | Accumulated other comprehensive income, net | Noncontrolling interest | Total | |||||||||||||||||||||||||||||||||||||||||||
| Common Equity | Common Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 | Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | 64,182 | $ | 5,582,259 | 2,261 | $ | 51,385 | $ | 41,716 | $ | 121,497 | $ | 5,796,857 | |||||||||||||||||||||||||||||||||||
| Net income | — | 99,620 | — | 3,506 | — | 2,630 | 105,756 | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 15,386 | — | 15,386 | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | |||||||||||||||||||||||||||||||||||||||||||||||
| General partner's stock based compensation, net | 1 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | (53) | — | — | — | — | (53) | ||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | 1,915 | — | 67 | — | — | 1,982 | ||||||||||||||||||||||||||||||||||||||||
| Changes in the redemption value of redeemable noncontrolling interest | — | (1,160) | — | (26) | — | 39 | (1,147) | ||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (2,835) | (2,835) | ||||||||||||||||||||||||||||||||||||||||
| Redemptions | — | (404) | (1) | (7) | — | (25) | (436) | ||||||||||||||||||||||||||||||||||||||||
| Distributions declared ($2.31 per unit) | — | (148,284) | — | (5,221) | — | — | (153,505) | ||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | 64,183 | $ | 5,533,893 | 2,260 | $ | 49,704 | $ | 57,102 | $ | 121,306 | $ | 5,762,005 |
| General Partner | Limited Partners | Accumulated other comprehensive income, net | Noncontrolling interest | Total | |||||||||||||||||||||||||||||||||||||||||||
| Common Equity | Common Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2023 | Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | 64,605 | $ | 5,669,906 | 2,272 | $ | 51,454 | $ | 52,010 | $ | 121,746 | $ | 5,895,116 | |||||||||||||||||||||||||||||||||||
| Net income | — | 253,152 | — | 8,910 | — | 5,288 | 267,350 | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and amortization of swap settlements | — | — | — | — | 5,092 | — | 5,092 | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common units under: | |||||||||||||||||||||||||||||||||||||||||||||||
| General partner's stock based compensation, net | 3 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Sale of common stock by general partner, net | — | (125) | — | — | — | — | (125) | ||||||||||||||||||||||||||||||||||||||||
| Equity based compensation costs | — | 7,387 | — | 259 | — | — | 7,646 | ||||||||||||||||||||||||||||||||||||||||
| Retirement of common units, net | (437) | (95,657) | — | — | — | — | (95,657) | ||||||||||||||||||||||||||||||||||||||||
| Changes in redemption value of redeemable noncontrolling interest | — | (4,087) | — | (132) | — | 14 | (4,205) | ||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | (5,590) | (5,590) | ||||||||||||||||||||||||||||||||||||||||
| Redemptions | 12 | (113) | (12) | (344) | — | (152) | (609) | ||||||||||||||||||||||||||||||||||||||||
| Distributions declared ($4.62 per unit) | — | (296,570) | — | (10,443) | — | — | (307,013) | ||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | 64,183 | $ | 5,533,893 | 2,260 | $ | 49,704 | $ | 57,102 | $ | 121,306 | $ | 5,762,005 |
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands, except parenthetical amounts)
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 384,126 | $ | 267,350 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Straight-lined rents | 419 | 170 | |||||||||
| Depreciation and amortization | 285,346 | 273,065 | |||||||||
| Amortization of discount and debt financing costs, net | 4,190 | 3,170 | |||||||||
| Realized and unrealized gains on marketable securities, net | (4,948) | (8,871) | |||||||||
| Provision for credit losses | 66 | 34 | |||||||||
| Earnings from co-investments | (22,018) | (23,108) | |||||||||
| Operating distributions from co-investments | 21,493 | 31,168 | |||||||||
| Accrued interest from notes and other receivables | (7,810) | (4,743) | |||||||||
| Casualty loss | — | 433 | |||||||||
| Gain on the sale of real estate and land | — | (59,238) | |||||||||
| Equity-based compensation | 3,501 | 3,795 | |||||||||
| Gain on remeasurement of co-investment | (138,326) | — | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Prepaid expenses, receivables, operating lease right-of-use assets, and other assets | 4,462 | 457 | |||||||||
| Accounts payable, accrued liabilities, and operating lease liabilities | 5,365 | 3,646 | |||||||||
| Other liabilities | (2,084) | 999 | |||||||||
| Net cash provided by operating activities | 533,782 | 488,327 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to real estate: | |||||||||||
| Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired | (489,486) | (23,182) | |||||||||
| Redevelopment | (24,143) | (41,675) | |||||||||
| Development acquisitions of and additions to real estate under development | (2,479) | (5,248) | |||||||||
| Capital expenditures on rental properties | (60,982) | (56,025) | |||||||||
| Investments in notes receivable | (56,553) | (44,984) | |||||||||
| Proceeds from insurance for property losses | 1,173 | 2,851 | |||||||||
| Proceeds from dispositions of real estate | — | 99,388 | |||||||||
| Contributions to co-investments | (3,804) | (15,571) | |||||||||
| Changes in refundable deposits | (1,000) | 10,200 | |||||||||
| Purchases of marketable securities | (335) | (11,302) | |||||||||
| Sales and maturities of marketable securities | 8,787 | 39,372 | |||||||||
| Non-operating distributions from co-investments | 6,500 | 11,655 | |||||||||
| Net cash used in investing activities | (622,322) | (34,521) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from unsecured debt and mortgage notes | 349,132 | 300,000 | |||||||||
| Payments on unsecured debt and mortgage notes | (401,533) | (300,937) | |||||||||
| Proceeds from lines of credit | 546,556 | 728,709 | |||||||||
| Repayments of lines of credit | (417,164) | (746,354) | |||||||||
| Changes in refundable deposits | — | (6,012) |
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Retirement of common units | — | (95,657) | |||||||||
| Additions to deferred charges | (3,000) | (358) | |||||||||
| Net costs from issuance of common units | (113) | (125) | |||||||||
| Net proceeds from stock options exercised | 962 | — | |||||||||
| Distributions to noncontrolling interest | (4,454) | (4,228) | |||||||||
| Redemption of noncontrolling interests | (279) | (609) | |||||||||
| Common units distributions paid | (317,750) | (301,802) | |||||||||
| Net cash used in financing activities | (247,643) | (427,373) | |||||||||
| Net (decrease) increase in unrestricted and restricted cash and cash equivalents | (336,183) | 26,433 | |||||||||
| Unrestricted and restricted cash and cash equivalents at beginning of period | 400,334 | 42,681 | |||||||||
| Unrestricted and restricted cash and cash equivalents at end of period | $ | 64,151 | $ | 69,114 | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest (net of $0.1 million and $0.5 million capitalized in 2024 and 2023, respectively) | $ | 108,246 | $ | 101,784 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | 3,530 | $ | 3,528 | |||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||
| Transfers between real estate under development and rental properties, net | $ | 405 | $ | 365 | |||||||
| Transfers from real estate under development to co-investments | $ | 660 | $ | 961 | |||||||
| Reclassifications to redeemable noncontrolling interest from general and limited partner capital and noncontrolling interest | $ | 1,684 | $ | 4,205 | |||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
(1) Organization and Basis of Presentation
The accompanying unaudited condensed 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), prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q. 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. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2023.
All significant intercompany accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements.
The unaudited condensed consolidated financial statements for the three and six months ended June 30, 2024 and 2023 include the accounts of the Company and the Operating Partnership. Essex is the sole general partner of the Operating Partnership, with a 96.6% general partnership interest as of both June 30, 2024 and December 31, 2023. Total Operating Partnership limited partnership units ("OP Units," and the holders of such OP Units, "Unitholders") outstanding was 2,258,812 as of both June 30, 2024 and December 31, 2023, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled approximately $614.8 million and $560.0 million as of June 30, 2024 and December 31, 2023, respectively.
As of June 30, 2024, the Company owned or had ownership interests in 255 operating apartment communities, comprising 62,510 apartment homes, excluding the Company’s ownership interest in preferred equity co-investments, loan investments, and three operating commercial buildings. 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.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 will be effective for the Company's 2024 annual reporting. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption to have a material impact on its consolidated results of operations and financial position.
In August 2023, the FASB issued ASU No. 2023-05 "Business Combinations—Joint Venture Formations (Subtopic 805-60)" under which an entity that qualifies as a joint venture is required to apply a new basis of accounting upon the formation of the joint venture. The amendments in ASU 2023-05 require that a joint venture must initially measure its assets and liabilities at fair value on the formation date. ASU 2023-05 is effective for all joint ventures that are formed on or after January 1, 2025 and early adoption is permitted. The Company does not expect the adoption to have a material impact on its consolidated results of operations and financial position.
Revenues and Gains on Sale of Real Estate
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 3, Revenues, for additional information regarding such revenues.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
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.
Marketable Securities
The Company reports its equity securities at fair value, based on quoted market prices (Level 1 for the common stock and investment funds and Level 2 for the unsecured debt, as defined by the FASB standard for fair value measurements). As of both June 30, 2024 and December 31, 2023, $0.1 million of equity securities presented within common stock, preferred stock, and stock funds in the tables below represent investments measured at fair value, using net asset value as a practical expedient, and are not categorized in the fair value hierarchy.
Any realized and unrealized gains and losses in equity securities and interest income are included in interest and other income on the condensed consolidated statements of income and comprehensive income.
As of June 30, 2024 and December 31, 2023, equity securities consisted primarily of investment funds-debt securities, common stock, preferred stock and stock funds.
As of June 30, 2024 and December 31, 2023, marketable securities consisted of the following ($ in thousands):
| June 30, 2024 | |||||||||||||||||||||||||||||
| Cost | Gross Unrealized Gain (Loss) | Carrying Value | |||||||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||||||||
| Investment funds - debt securities | $ | 17,959 | $ | (1,741) | $ | 16,218 | |||||||||||||||||||||||
| Common stock, preferred stock, and stock funds | 51,401 | 16,672 | 68,073 | ||||||||||||||||||||||||||
| Total - Marketable securities | $ | 69,360 | $ | 14,931 | $ | 84,291 |
| December 31, 2023 | |||||||||||||||||||||||||||||
| Cost | Gross Unrealized Gain (loss) | Carrying Value | |||||||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||||||||
| Investment funds - debt securities | $ | 26,460 | $ | (1,584) | $ | 24,876 | |||||||||||||||||||||||
| Common stock, preferred stock, and stock funds | 51,328 | 11,591 | 62,919 | ||||||||||||||||||||||||||
| Total - Marketable securities | $ | 77,788 | $ | 10,007 | $ | 87,795 |
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
Variable Interest Entities
In accordance with accounting standards for consolidation of variable interest entities ("VIEs"), the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and six co-investments as of June 30, 2024 and December 31, 2023. The Company consolidates these entities because it is 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 $964.3 million and $322.6 million, respectively, as of June 30, 2024 and $956.7 million and $324.5 million, respectively, as of December 31, 2023. Noncontrolling interests in these entities was $120.7 million and $121.1 million as of June 30, 2024 and December 31, 2023, respectively. The Company's financial risk in each VIE is limited to its equity investment in the VIE. As of June 30, 2024 and December 31, 2023, the Company did not have any VIEs of which it was not the primary beneficiary.
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, "Equity Based Compensation Plans," in the Company’s annual report on Form 10-K for the year ended December 31, 2023) are being amortized over the expected service periods.
Fair Value of Financial Instruments
Management estimates that the carrying amounts of the outstanding balances under its lines of credit, and notes and other receivables approximate fair value as of June 30, 2024 and December 31, 2023, 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 the Company’s fixed rate debt with a carrying value of $5.6 billion and $5.7 billion as of June 30, 2024 and December 31, 2023, respectively, was approximately $5.2 billion and $5.3 billion, respectively. Management has estimated that the fair value of the Company’s $649.3 million and $520.0 million of variable rate debt at June 30, 2024 and December 31, 2023, respectively, was approximately $647.3 million and $519.0 million, respectively, based on the terms of existing mortgage notes payable, unsecured debt, and lines of credit compared to those available in the marketplace. Management estimates 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 June 30, 2024 and December 31, 2023 due to the short-term maturity of these instruments. Marketable securities are carried at fair value as of June 30, 2024 and December 31, 2023.
Capitalization of Costs
The Company’s capitalized internal costs related to development and redevelopment projects were comprised primarily of interest and employee compensation and totaled $4.9 million and $4.6 million during the three months ended June 30, 2024 and 2023, respectively, and $10.2 million and $9.4 million for the six months ended June 30, 2024 and 2023, respectively. The Company capitalizes leasing commissions associated with the lease-up of development communities and amortizes the costs over the life of the leases. The amounts capitalized for leasing commissions are immaterial for all periods presented.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
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 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.
Changes in Accumulated Other Comprehensive Income, Net by Component
Essex Property Trust, Inc.
($ in thousands):
| Change in fair value and amortization of swap settlements | |||||||||||||||||
| Balance at December 31, 2023 | $ | 33,556 | |||||||||||||||
| Other comprehensive income before reclassification | 5,297 | ||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | 24 | ||||||||||||||||
| Other comprehensive income | 5,321 | ||||||||||||||||
| Balance at June 30, 2024 | $ | 38,877 |
Essex Portfolio, L.P.
($ in thousands):
| Change in fair value and amortization of swap settlements | |||||||||||||||||
| Balance at December 31, 2023 | $ | 38,646 | |||||||||||||||
| Other comprehensive income before reclassification | 5,483 | ||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | 25 | ||||||||||||||||
| Other comprehensive income | 5,508 | ||||||||||||||||
| Balance at June 30, 2024 | $ | 44,154 |
Amounts reclassified from accumulated other comprehensive income in connection with derivatives are recorded in interest expense on the condensed consolidated statements of income and comprehensive income.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
Redeemable Noncontrolling Interest
The carrying value of redeemable noncontrolling interests in the accompanying condensed consolidated balance sheets was $33.9 million and $32.2 million as of June 30, 2024 and December 31, 2023, respectively. The limited partners may redeem their noncontrolling interests for cash in certain circumstances.
The changes in the redemption value of redeemable noncontrolling interests for the six months ended June 30, 2024 is as follows ($ in thousands):
| Balance at December 31, 2023 | $ | 32,205 | |||
| Reclassification due to change in redemption value and other | 1,684 | ||||
| Balance at June 30, 2024 | $ | 33,889 |
Cash, Cash Equivalents and Restricted Cash
Highly liquid investments generally 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 condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows ($ in thousands):
| June 30, 2024 | December 31, 2023 | June 30, 2023 | December 31, 2022 | ||||||||||||||||||||
| Cash and cash equivalents - unrestricted | $ | 55,223 | $ | 391,749 | $ | 60,949 | $ | 33,295 | |||||||||||||||
| Cash and cash equivalents - restricted | 8,928 | 8,585 | 8,165 | 9,386 | |||||||||||||||||||
| Total unrestricted and restricted cash and cash equivalents shown in the condensed consolidated statement of cash flows | $ | 64,151 | $ | 400,334 | $ | 69,114 | $ | 42,681 |
Gain Contingencies
Contingencies, commonly resulting from legal settlements, will periodically arise that may result in a gain. Gain contingencies are typically not recognized in the financial statements until all uncertainties related to the contingency have been resolved. In the case of legal settlements, the Company determines that all uncertainties have been resolved when cash or other consideration has been received by the Company. Gain contingencies resulting from legal settlements of $42.5 million and $7.7 million were recognized during the six months ended June 30, 2024 and 2023, respectively, and are included in interest and other income on the condensed consolidated statements of income and comprehensive income.
Accounting Estimates
The preparation of condensed 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 on-going 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, its notes receivables, and its qualification as a real estate investment trust ("REIT"). 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.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
(2) Significant Transactions During the Six Months Ended June 30, 2024 and Subsequent Events
Significant Transactions
Acquisitions
In May 2024, the Company acquired ARLO Mountain View, a 164-unit apartment home community located in Mountain View, CA, for a total contract price of $101.1 million.
In April 2024, the Company accepted the third party sponsor's common equity interest affiliated with its $14.7 million preferred equity investment in a stabilized community comprising 75 apartment homes located in Sunnyvale, CA. Concurrent with the closing, the Company repaid $32.1 million in debt that encumbered the property and consolidated the community on the Company’s financial statements at a $46.6 million valuation.
In March 2024, the Company acquired its joint venture partner, BEXAEW LLC's ("BEXAEW") 49.9% interest in four apartment communities, consisting of 1,480 apartment homes, valued at $505.0 million on a gross basis. Concurrent with the acquisition, the Company repaid $219.9 million of debt encumbering the properties and consolidated the communities. As a result of this acquisition, the Company realized a gain on remeasurement of co-investment of $138.3 million. Additionally, the Company recognized $1.5 million in promote income as a result of the transaction, which is included in equity income from co-investments on the condensed consolidated statements of income and comprehensive income.
Preferred Equity Investments
In May 2024, the Company received cash of $10.3 million for the partial redemption of a preferred equity investment in a joint venture that holds property located in Washington. The remaining balance as of June 2024, has a preferred return of 12.0% with an extended maturity date of June 2029.
Notes Receivable
In March 2024, the Company committed to fund a $53.6 million related party bridge loan to BEX II, LLC ("BEX II"), a co-investment, in connection with the payoff of a mortgage related to one of BEX II's properties located in Southern California. The note receivable was fully funded in April 2024. It accrues interest at the Secured Overnight Financing Rate ("SOFR") plus 1.50% and is scheduled to mature in September 2024. See Note 6, Related Party Transactions, for additional details.
Senior Unsecured Debt
In March 2024, the Operating Partnership issued $350.0 million of senior unsecured notes due on April 1, 2034 with a coupon rate of 5.500% per annum (the "2034 Notes"), which are payable on April 1 and October 1 of each year, beginning on October 1, 2024. The 2034 Notes were offered to investors at a price of 99.752% of the principal amount. The 2034 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. In May 2024, the Company repaid its $400.0 million unsecured notes at maturity.
Subsequent events
Subsequent to quarter end, the Company received cash of $40.1 million for the repayment of a mezzanine loan that was due in November 2024, for a property located in Southern California.
Subsequent to quarter end, the Company acquired its joint venture partner's 49.9% common equity interest in Patina at Midtown, a 269-unit apartment home community located in San Jose, CA, for a total purchase price of $117.0 million on a gross basis. Concurrent with the acquisition, the Company repaid $95.0 million of debt encumbering the property, and was fully redeemed on a preferred equity investment affiliated with the partnership.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
(3) Revenues
Disaggregated Revenue
The following table presents the Company’s revenues disaggregated by revenue source ($ in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Rental income | $ | 432,141 | $ | 407,786 | $ | 849,377 | $ | 812,421 | |||||||||||||||
| Other property | 7,641 | 5,479 | 14,620 | 10,500 | |||||||||||||||||||
| Management and other fees from affiliates | 2,573 | 2,778 | 5,286 | 5,543 | |||||||||||||||||||
| Total revenues | $ | 442,355 | $ | 416,043 | $ | 869,283 | $ | 828,464 |
The following table presents the Company’s rental and other property revenues disaggregated by geographic operating segment ($ in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Southern California | $ | 186,604 | $ | 169,857 | $ | 362,606 | $ | 336,734 | |||||||||||||||
| Northern California | 172,615 | 166,459 | 341,454 | 330,187 | |||||||||||||||||||
| Seattle Metro | 73,782 | 70,217 | 145,695 | 140,255 | |||||||||||||||||||
| Other real estate assets (1) | 6,781 | 6,732 | 14,242 | 15,745 | |||||||||||||||||||
| Total rental and other property revenues | $ | 439,782 | $ | 413,265 | $ | 863,997 | $ | 822,921 |
(1) Other real estate assets consist of revenues 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):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Same-property (1) | $ | 414,845 | $ | 401,065 | $ | 824,664 | $ | 796,585 | |||||||||||||||
| Acquisitions (2) | 12,824 | 225 | 14,422 | 225 | |||||||||||||||||||
| Redevelopment | 1,565 | 1,595 | 3,106 | 3,132 | |||||||||||||||||||
| Non-residential/other, net (3) | 11,059 | 11,055 | 22,379 | 23,078 | |||||||||||||||||||
| Straight line rent concession (4) | (511) | (675) | (574) | (99) | |||||||||||||||||||
| Total rental and other property revenues | $ | 439,782 | $ | 413,265 | $ | 863,997 | $ | 822,921 |
(1) Same-property includes properties that have comparable stabilized results as of January 1, 2023 and are consolidated by the Company for the three and six months ended June 30, 2024 and 2023. A community is considered to have reached 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, 2023.
(3) Non-residential/other, net consists of revenues 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.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
(4) Represents straight-line concessions for residential operating communities. 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.
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 $0.7 million and $1.0 million as of June 30, 2024 and December 31, 2023, respectively, and was included in accounts payable and accrued liabilities within the accompanying condensed consolidated balance sheets. The amount of revenue recognized for the six months ended June 30, 2024 that was included in the December 31, 2023 deferred revenue balance was $0.3 million, which was included in rental and other property revenue within the condensed 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 revenue recognition accounting standard. As of June 30, 2024, the Company had $0.7 million of remaining performance obligations. The Company expects to recognize approximately 51% of these remaining performance obligations in 2024, an additional 41% through 2026, and the remaining balance thereafter.
(4) Co-investments
The Company has joint ventures and preferred equity investments in co-investments which own, operate, and develop apartment communities and are accounted for under the equity method. As of June 30, 2024, the Company had invested in five technology co-investments and the co-investment balance of these investments was $51.0 million, and the aggregate commitment was $86.0 million. As of December 31, 2023, the Company had five technology co-investments and the co-investment balance of these investments was $44.2 million and the aggregate commitment was $86.0 million.
The carrying values of the Company's co-investments as of June 30, 2024 and December 31, 2023 are as follows ($ in thousands, except parenthetical amounts):
| Weighted Average Company Ownership Percentage (1) | June 30, 2024 | December 31, 2023 | |||||||||||||||
| Ownership interest in: | |||||||||||||||||
| Wesco I, Wesco III, Wesco IV, Wesco V, and Wesco VI (2) | 54 | % | $ | 139,728 | $ | 144,766 | |||||||||||
| BEXAEW (3), BEX II, BEX IV, and 500 Folsom | 50 | % | 211,582 | 224,119 | |||||||||||||
| Other (4) | 51 | % | 83,161 | 68,493 | |||||||||||||
| Total operating and other co-investments, net | 434,471 | 437,378 | |||||||||||||||
| Total development co-investments | — | % | — | 14,605 | |||||||||||||
| Total preferred interest co-investments (includes related party investments of $45.9 million and $42.7 million as of June 30, 2024 and December 31, 2023, respectively. See Note 6 - Related Party Transactions for further discussion) | 538,562 | 544,262 | |||||||||||||||
| Total co-investments, net | $ | 973,033 | $ | 996,245 |
(1) Weighted average Company ownership percentages are as of June 30, 2024.
(2) As of June 30, 2024 and December 31, 2023, the Company's investments in Wesco I, Wesco III, and Wesco IV were classified as a liability of $63.6 million and $61.8 million, respectively, due to distributions in excess of the Company's investment.
(3) In March 2024, the Company acquired BEXAEW's 49.9% interest in four apartment communities consisting of 1,480 apartment homes.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
(4) As of June 30, 2024 and December 31, 2023, the Company's investments in Expo and Century Towers were classified as a liability of $4.7 million and $3.7 million, respectively, due to distributions received in excess of the Company's investment. The weighted average Company ownership percentage excludes the Company's investments in non-core technology co-investments which are carried at fair value.
The combined summarized financial information of co-investments is as follows ($ in thousands):
| June 30, 2024 | December 31, 2023 | ||||||||||
| Combined balance sheets: (1) | |||||||||||
| Rental properties and real estate under development | $ | 4,699,385 | $ | 5,123,164 | |||||||
| Other assets | 265,747 | 279,237 | |||||||||
| Total assets | $ | 4,965,132 | $ | 5,402,401 | |||||||
| Debt | $ | 3,358,370 | $ | 3,622,609 | |||||||
| Other liabilities | 293,844 | 317,208 | |||||||||
| Equity | 1,312,918 | 1,462,584 | |||||||||
| Total liabilities and equity | $ | 4,965,132 | $ | 5,402,401 | |||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Combined statements of income: (1) | |||||||||||||||||||||||
| Property revenues | $ | 99,706 | $ | 99,954 | $ | 204,928 | $ | 200,547 | |||||||||||||||
| Property operating expenses | (37,038) | (36,868) | (78,917) | (78,946) | |||||||||||||||||||
| Net operating income | 62,668 | 63,086 | 126,011 | 121,601 | |||||||||||||||||||
| Interest expense | (36,291) | (37,314) | (76,786) | (69,998) | |||||||||||||||||||
| General and administrative | (7,593) | (8,556) | (14,688) | (11,536) | |||||||||||||||||||
| Depreciation and amortization | (44,093) | (42,917) | (89,603) | (84,305) | |||||||||||||||||||
| Net loss | $ | (25,309) | $ | (25,701) | $ | (55,066) | $ | (44,238) | |||||||||||||||
| Company's share of net income (2) | $ | 9,652 | $ | 12,237 | $ | 22,018 | $ | 23,108 |
(1) Includes preferred equity investments held by the Company and excludes investments in technology co-investments.
(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 $1.1 million and $1.9 million for the three months ended June 30, 2024 and 2023, respectively, and $2.2 million and $3.9 million for the six months ended June 30, 2024 and 2023, respectively.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
(5) Notes and Other Receivables
Notes and other receivables consist of the following as of June 30, 2024 and December 31, 2023 ($ in thousands):
| June 30, 2024 | December 31, 2023 | ||||||||||
| Note receivable, secured, bearing interest at 11.50%, due November 2024 (Originated November 2020) | $ | 39,958 | $ | 37,582 | |||||||
| Note receivable, secured, bearing interest at 9.00%, due October 2025 (Originated October 2021) | 55,691 | 50,146 | |||||||||
| Note receivable, secured, bearing interest at 12.00%, due August 2024 (Originated August 2022) | 12,501 | 11,743 | |||||||||
| Note receivable, secured, bearing interest at 11.25%, due October 2027 (Originated October 2022) | 36,987 | 34,929 | |||||||||
| Related party note receivable, bearing variable rate interest, due September 2024 (Originated March 2024) (1) | 53,930 | — | |||||||||
| Notes and other receivables from affiliates (1) (2) | 5,252 | 6,111 | |||||||||
| Straight line rent receivables (3) | 8,908 | 9,353 | |||||||||
| Other receivables | 21,289 | 25,444 | |||||||||
| Allowance for credit losses | (740) | (687) | |||||||||
| Total notes and other receivables | $ | 233,776 | $ | 174,621 |
(1) See Note 6, Related Party Transactions, for additional details.
(2) These amounts consist of short-term loans outstanding and due from various joint ventures as of June 30, 2024 and December 31, 2023, respectively.
(3) 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 receivable, secured ($ in thousands):
| Notes Receivables, Secured | |||||||||||||||||
| Balance at December 31, 2023 | $ | 687 | |||||||||||||||
| Provision for credit losses | 53 | ||||||||||||||||
| Balance at June 30, 2024 | $ | 740 |
No loans were placed on nonaccrual status or charged off during the six months ended June 30, 2024 or 2023.
(6) Related Party 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 $2.8 million and $3.2 million during the three months ended June 30, 2024 and 2023, respectively, and $5.6 million and $6.4 million during the six months ended June 30, 2024 and 2023, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of approximately $0.2 million and $0.5 million against general and administrative expenses for the three months ended June 30, 2024 and 2023, respectively and $0.3 million and $1.0 million for the six months ended June 30, 2024 and 2023, respectively.
The Company’s Chairman and founder, Mr. George M. 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 New York Stock Exchange. For the three and six months ended June 30, 2024 and 2023, the Company did not pay brokerage commissions related to real estate transactions to MMC and its affiliates.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
In April 2024, the Company funded a $53.6 million related party bridge loan to BEX II in connection with the payoff of a mortgage related to one of BEX II's properties located in Southern California. The note receivable accrues interest at the SOFR plus 1.50% and is scheduled to mature in September 2024. The bridge loan and related accrued interest receivable is classified within notes and other receivables in the accompanying condensed consolidated balance and had an outstanding balance of $53.9 million as of June 30, 2024.
In August 2022, the Company funded an $11.2 million preferred equity investment in an entity whose sponsor includes an 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 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 was scheduled to mature in February 2024, but was paid off in December 2023.
In October 2018, the Company funded an $18.6 million preferred equity investment in an entity whose sponsor is an affiliate of MMC. The entity wholly owns a 268-unit 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. In April 2023, the investment's maturity date was extended from April 2024 to May 2026 with the investment accruing interest based on a 11.0% preferred return. In April 2023, the Company received cash of $11.2 million for the partial redemption of this preferred equity investment.
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-unit apartment home community located in Ventura, CA. The 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 resulting in a remaining total commitment of $13.0 million, and the maturity was extended to December 2028. As of June 30, 2024, $11.0 million of this commitment has been funded and the Company 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.
As described in Note 5, Notes and Other Receivables, the Company has provided short-term loans to affiliates. As of June 30, 2024 and December 31, 2023, $59.2 million and $6.1 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and is classified within notes and other receivables in the accompanying condensed consolidated balance sheets.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
(7) Debt
Essex does not have indebtedness as debt is incurred by the Operating Partnership. Essex guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities for the full term of the facilities.
Debt consists of the following ($ in thousands):
| June 30, 2024 | December 31, 2023 | Weighted Average Maturity In Years as of June 30, 2024 | |||||||||||||||
| Term loan - variable rate, net | $ | 298,745 | $ | 298,552 | 3.3 | ||||||||||||
| Bonds public offering - fixed rate, net (1) | 4,969,157 | 5,019,979 | 7.4 | ||||||||||||||
| Unsecured debt, net (2) | 5,267,902 | 5,318,531 | |||||||||||||||
| Lines of credit (3) | 129,391 | — | |||||||||||||||
| Mortgage notes payable, net (4) | 885,563 | 887,204 | 7.4 | ||||||||||||||
| Total debt, net | $ | 6,282,856 | $ | 6,205,735 | |||||||||||||
| Weighted average interest rate on fixed rate unsecured bonds public offering | 3.3 | % | 3.3 | % | |||||||||||||
| Weighted average interest rate on variable rate term loan | 4.2 | % | 4.2 | % | |||||||||||||
| Weighted average interest rate on lines of credit | 6.4 | % | 6.3 | % | |||||||||||||
| Weighted average interest rate on mortgage notes payable | 4.3 | % | 4.3 | % |
(1) In March 2024, the Operating Partnership issued $350.0 million of senior unsecured notes due on April 1, 2034 with a coupon rate of 5.500% per annum, which are payable on April 1 and October 1 of each year, beginning on October 1, 2024. The 2034 Notes were offered to investors at a price of 99.752% of the principal amount. In May 2024, the Company repaid its $400.0 million unsecured notes at maturity.
(2) Unsecured debt, net, consists of fixed rate public bond offerings and variable rate term loan which includes unamortized discount, net of premiums, of $6.2 million and $6.1 million and unamortized debt issuance costs of $25.9 million and $25.3 million, as of June 30, 2024 and December 31, 2023, respectively.
(3) Lines of credit, related to the Company's two lines of unsecured credit aggregating $1.24 billion as of June 30, 2024, excludes unamortized debt issuance costs of $3.2 million and $3.8 million as of June 30, 2024 and December 31, 2023, respectively. These debt issuance costs are included in prepaid expenses and other assets on the condensed consolidated balance sheets. As of June 30, 2024, the Company’s $1.2 billion credit facility had an interest rate at the Adjusted Secured Overnight Financing Rate ("Adjusted SOFR") plus 0.765%, which is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the Company's sustainability metric grid, and a scheduled maturity date of January 2027 with two six-month extensions, exercisable at the Company’s option. As of June 30, 2024, the Company’s $35.0 million working capital unsecured line of credit had an interest rate of Adjusted SOFR plus 0.765%, which is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the Company's sustainability metric grid. Prior to its maturity in July 2024 the line of credit facility was amended such that the line's capacity increased to $75.0 million and the scheduled maturity date was extended to July 2026.
(4) Includes total unamortized premium, net of discounts of $0.1 million and $0.5 million, reduced by unamortized debt issuance costs of $2.8 million and $3.1 million, as of June 30, 2024 and December 31, 2023, respectively.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
The aggregate scheduled principal payments of the Company’s outstanding debt, excluding lines of credit, as of June 30, 2024 are as follows ($ in thousands):
| 2024 | $ | 1,576 | |||
| 2025 | 633,054 | ||||
| 2026 | 549,405 | ||||
| 2027 | 803,955 | ||||
| 2028 | 518,332 | ||||
| Thereafter | 3,681,937 | ||||
| Total | $ | 6,188,259 |
(8) 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.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
The revenues and NOI for each of the reportable operating segments are summarized as follows for the three and six months ended June 30, 2024 and 2023 ($ in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Southern California | $ | 186,604 | $ | 169,857 | $ | 362,606 | $ | 336,734 | |||||||||||||||
| Northern California | 172,615 | 166,459 | 341,454 | 330,187 | |||||||||||||||||||
| Seattle Metro | 73,782 | 70,217 | 145,695 | 140,255 | |||||||||||||||||||
| Other real estate assets | 6,781 | 6,732 | 14,242 | 15,745 | |||||||||||||||||||
| Total property revenues | $ | 439,782 | $ | 413,265 | $ | 863,997 | $ | 822,921 | |||||||||||||||
| Net operating income: | |||||||||||||||||||||||
| Southern California | $ | 133,340 | $ | 121,923 | $ | 257,673 | $ | 238,865 | |||||||||||||||
| Northern California | 120,916 | 116,228 | 236,595 | 230,783 | |||||||||||||||||||
| Seattle Metro | 51,990 | 50,388 | 102,906 | 100,283 | |||||||||||||||||||
| Other real estate assets | 7,503 | 5,502 | 14,924 | 13,354 | |||||||||||||||||||
| Total net operating income | 313,749 | 294,041 | 612,098 | 583,285 | |||||||||||||||||||
| Management and other fees from affiliates | 2,573 | 2,778 | 5,286 | 5,543 | |||||||||||||||||||
| Corporate-level property management expenses | (12,123) | (11,451) | (23,854) | (22,883) | |||||||||||||||||||
| Depreciation and amortization | (145,613) | (136,718) | (285,346) | (273,065) | |||||||||||||||||||
| General and administrative | (21,136) | (13,813) | (38,307) | (29,124) | |||||||||||||||||||
| Expensed acquisition and investment related costs | — | (5) | (68) | (344) | |||||||||||||||||||
| Casualty loss | — | — | — | (433) | |||||||||||||||||||
| Gain on sale of real estate and land | — | — | — | 59,238 | |||||||||||||||||||
| Interest expense | (59,120) | (52,600) | (115,053) | (103,645) | |||||||||||||||||||
| Total return swap income | 629 | 821 | 1,425 | 1,854 | |||||||||||||||||||
| Interest and other income | 9,568 | 12,199 | 66,843 | 24,649 | |||||||||||||||||||
| Equity income from co-investments | 9,652 | 12,237 | 22,018 | 23,108 | |||||||||||||||||||
| Tax benefit (expense) on unconsolidated co-investments | 807 | (1,733) | 758 | (833) | |||||||||||||||||||
| Gain on remeasurement of co-investment | — | — | 138,326 | — | |||||||||||||||||||
| Net income | $ | 98,986 | $ | 105,756 | $ | 384,126 | $ | 267,350 |
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
Total assets for each of the reportable operating segments are summarized as follows as of June 30, 2024 and December 31, 2023 ($ in thousands):
| June 30, 2024 | December 31, 2023 | ||||||||||
| Assets: | |||||||||||
| Southern California | $ | 4,173,397 | $ | 3,802,648 | |||||||
| Northern California | 5,294,272 | 5,242,343 | |||||||||
| Seattle Metro | 1,363,449 | 1,333,030 | |||||||||
| Other real estate assets | 91,380 | 92,271 | |||||||||
| Net reportable operating segment - real estate assets | 10,922,498 | 10,470,292 | |||||||||
| Real estate under development | 24,515 | 23,724 | |||||||||
| Co-investments | 1,041,328 | 1,061,733 | |||||||||
| Cash and cash equivalents, including restricted cash | 64,151 | 400,334 | |||||||||
| Marketable securities | 84,291 | 87,795 | |||||||||
| Notes and other receivables | 233,776 | 174,621 | |||||||||
| Operating lease right-of-use assets | 53,373 | 63,757 | |||||||||
| Prepaid expenses and other assets | 85,528 | 79,171 | |||||||||
| Total assets | $ | 12,509,460 | $ | 12,361,427 |
(9) Net Income Per Common Share and Net Income Per Common Unit
($ in thousands, except share and unit data):
Essex Property Trust, Inc.
| Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||
| 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 | $ | 92,914 | 64,209,878 | $ | 1.45 | $ | 99,620 | 64,182,555 | $ | 1.55 | |||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Stock options | — | 17,773 | — | 1,120 | |||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 92,914 | 64,227,651 | $ | 1.45 | $ | 99,620 | 64,183,675 | $ | 1.55 |
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
| Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||
| 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 | $ | 365,645 | 64,207,482 | $ | 5.69 | $ | 253,152 | 64,319,783 | $ | 3.94 | |||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Stock options | — | 11,429 | — | 1,115 | |||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 365,645 | 64,218,911 | $ | 5.69 | $ | 253,152 | 64,320,898 | $ | 3.94 |
The table above excludes from the calculations of diluted earnings per share weighted average convertible OP Units of 2,258,812 and 2,260,439, which include vested 2014 Long-Term Incentive Plan Units and 2015 Long-Term Incentive Plan Units, for the three months ended June 30, 2024 and 2023, respectively, and 2,258,812 and 2,263,151 for the six months ended June 30, 2024 and 2023, respectively, because they were anti-dilutive. The related income allocated to these convertible OP Units aggregated $3.3 million and $3.5 million for the three months ended June 30, 2024 and 2023, respectively, and $12.9 million and $8.9 million for the six months ended June 30, 2024 and 2023, respectively.
Stock options of 326,199 and 505,037 for the three months ended June 30, 2024 and 2023, respectively, and 396,519 and 490,970 for the six months ended June 30, 2024 and 2023, 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 periods ended and, therefore, were anti-dilutive.
Essex Portfolio, L.P.
| Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||
| 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 | $ | 96,184 | 66,468,691 | $ | 1.45 | $ | 103,126 | 66,442,994 | $ | 1.55 | |||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Stock options | — | 17,773 | — | 1,120 | |||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Net income available to common unitholders | $ | 96,184 | 66,486,464 | $ | 1.45 | $ | 103,126 | 66,444,114 | $ | 1.55 |
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Unaudited)
| Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||
| 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 | $ | 378,514 | 66,466,295 | $ | 5.69 | $ | 262,062 | 66,582,934 | $ | 3.94 | |||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Stock options | — | 11,429 | — | 1,115 | |||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 378,514 | 66,477,724 | $ | 5.69 | $ | 262,062 | 66,584,049 | $ | 3.94 |
Stock options of 326,199 and 505,037 for the three months ended June 30, 2024 and 2023, respectively, and 396,519 and 490,970 for the six months ended June 30, 2024 and 2023, 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 periods ended and, therefore, were anti-dilutive.
(10) Derivative Instruments and Hedging Activities
As of June 30, 2024, the Company had an interest rate swap contract with an aggregate notional amount of $300.0 million that effectively fixed the interest rate on the $300.0 million unsecured term loan at 4.2%. This derivative qualifies for hedge accounting.
As of June 30, 2024 and December 31, 2023, the swap contract was presented in the consolidated balance sheets as an asset of $7.8 million and $4.3 million, respectively, and was included in prepaid expenses and other assets on the consolidated balance sheets.
(11) Commitments and Contingencies
The Company is subject to various lawsuits in the normal course of its business operations. Such lawsuits have not had a material adverse effect on the Company's financial condition, results of operations or cash flows. While no assurances can be given, the Company does not believe there is any pending or threatened litigation against the Company that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Company.
In late 2022 and early 2023, a number of purported class actions were filed against RealPage, Inc., a seller of revenue management software, and various lessors of multifamily housing which utilize this software, including the Company. The complaints allege collusion among defendants to artificially increase rents of multifamily residential real estate above competitive levels. The Company intends to vigorously defend against these lawsuits. Given their early stage, the Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from such matters. The Company is also subject to various other legal and/or regulatory proceedings arising in the normal 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. To the extent that such a matter arises or is identified in the future that has other than a remote risk of having a material impact on the condensed consolidated 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, impairment will be recognized.
Previous: Cover and table of contents · Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations