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Earnings release · 8-K exhibit

Essex Property Trust · Earnings release

ESS · Real Estate

Filed 2024-10-29 · CY2024 Q4 · Company’s FY2024 Q3 · 13,448 words

Read the original on sec.gov ↗

EX-99.12ef20037625_ex99-1.htmEXHIBIT 99.1

Exhibit 99.1

THIRD QUARTER 2024 EARNINGS RELEASE & SUPPLEMENTAL DATA Century Towers | San Jose, CA

Third Quarter 2024

Earnings Release and Supplemental Data

Table of Contents

Earnings Press Release

Pages 1 - 9

Consolidated Operating Results

S-1 & S-2

Consolidated Funds from Operations

S-3

Consolidated Balance Sheets

S-4

Debt Summary

S-5

Capitalization Data, Public Bond Covenants, Credit Ratings, and Selected Credit Ratios

S-6

Portfolio Summary by County

S-7

Operating Income by Quarter

S-8

Same-Property Revenue Results by County, Quarter-to-Date

S-9

Same-Property Revenue Results by County, Year-to-Date

S-9.1

Same-Property Operating Expenses, Quarter and Year-to-Date

S-10

Capital Expenditures

S-11

Co-Investments and Preferred Equity Investments

S-12

Assumptions for 2024 FFO Guidance Range

S-13

Reconciliation of Projected EPS, FFO and Core FFO per diluted share

S-13.1

Market Economic Rent Growth Trending Along the Pre-COVID Average

S-13.2

Summary of Apartment Community Acquisitions and Dispositions Activity

S-14

Same-Property Delinquencies, Operating Statistics, and Revenue Growth on a GAAP basis

S-15

MSA Level Supply Forecast: 2023A - 2025E

S-16

2025E Early Building Blocks to Same-Property Revenue Growth

S-16.1

Reconciliations of Non-GAAP Financial Measures and Other Terms

S-17.1 – S-17.4

1100 Park Place Suite 200 San Mateo California 94403 telephone 650 655 7800 facsimile 650 655 7810

www.essex.com

Essex Announces Third Quarter 2024 Results and

Raises Full-Year 2024 Guidance

San Mateo, California—October 29, 2024—Essex Property Trust, Inc. (NYSE: ESS) (the “Company”) announced today its third quarter 2024 earnings results and related business activities.

Net Income, Funds from Operations (“FFO”), and Core FFO per diluted share for the quarter ended September 30, 2024 are detailed below.

Three Months Ended

September 30,

%

Nine Months Ended

September 30,

%

2024

2023

Change

2024

2023

Change

Per Diluted Share

Net Income

$1.84

$1.36

35.3%

$7.54

$5.30

42.3%

Total FFO

$3.81

$3.69

3.3%

$12.30

$11.37

8.2%

Core FFO

$3.91

$3.78

3.4%

$11.68

$11.21

4.2%

Third Quarter 2024 Highlights:

•

Reported Net Income per diluted share for the third quarter of 2024 of $1.84, compared to $1.36 in the third quarter of 2023. The increase is largely attributable to gains on remeasurements of co-investments recognized in the third quarter of 2024.

•

Grew Core FFO per diluted share by 3.4% compared to the third quarter of 2023, exceeding the midpoint of the Company’s guidance range by $0.04. The outperformance was primarily driven by favorable same-property revenue growth.

•

Achieved same-property revenue and net operating income (“NOI”) growth of 3.5% and 2.6%, respectively, compared to the third quarter of 2023. On a sequential basis, same-property revenues improved 1.2%.

•

Issued $200.0 million of 10-year senior unsecured notes due in April 2034 at an effective yield of 5.1%.

•

Acquired and consolidated two joint venture apartment home communities located in San Jose, CA at a combined valuation of $290.5 million on a gross basis.

•

Raised full-year 2024 guidance range as detailed in the table below:

Full-Year 2024 Revised Guidance

Revised

Range

Revised

Midpoint

Change at

Midpoint

Net Income per diluted share

$8.66 - $8.78

$8.72

+$0.37

Core FFO per diluted share

$15.50 - $15.62

$15.56

+$0.06

Same-Property Revenues

3.10% to 3.40%

3.25%

+0.25%

Same-Property Operating Expenses

4.50% to 5.00%

4.75%

Unchanged

Same-Property NOI

2.30% to 2.90%

2.60%

+0.30%

1100 Park Place Suite 200 San Mateo California 94403 telephone 650 655 7800 facsimile 650 655 7810

www.essex.com

Same-Property Operations

Same-property operating results exclude any properties that are not comparable for the periods presented. The table below illustrates the percentage change in same-property gross revenues for the quarter ended September 30, 2024 compared to the quarter ended September 30, 2023, and the sequential percentage change for the quarter ended September 30, 2024 compared to the quarter ended June 30, 2024, by submarket for the Company:

Q3 2024 vs.

Q3 2023

Q3 2024 vs.

Q2 2024

% of

Total

Revenue

Change

Revenue

Change

Q3 2024

Revenues

Southern California

Los Angeles County

2.5%

1.0%

18.6%

Orange County

5.2%

1.5%

10.7%

San Diego County

5.3%

1.5%

9.1%

Ventura County

6.3%

1.6%

4.2%

Total Southern California

4.1%

1.3%

42.6%

Northern California

Santa Clara County

2.4%

1.0%

19.6%

Alameda County

1.8%

1.1%

7.7%

San Mateo County

3.2%

1.1%

4.5%

Contra Costa County

3.3%

0.9%

5.4%

San Francisco

5.0%

1.4%

2.5%

Total Northern California

2.7%

1.0%

39.7%

Seattle Metro

3.8%

1.1%

17.7%

Same-Property Portfolio

3.5%

1.2%

100.0%

The table below illustrates the components that drove the change in same-property revenue on a year-over-year basis for the three- and nine-month periods ended September 30, 2024 and on a sequential basis for the quarter ended September 30, 2024.

Same-Property Revenue Components

Q3 2024

vs. Q3 2023

YTD 2024

vs. YTD 2023

Q3 2024

vs. Q2 2024

Scheduled Rents

1.7%

1.9%

0.9%

Delinquencies

1.3%

1.1%

0.2%

Cash Concessions

0.0%

0.1%

0.0%

Vacancy

-0.3%

-0.4%

0.0%

Other Income

0.8%

0.8%

0.1%

2024 Same-Property Revenue Growth

3.5%

3.5%

1.2%

- 2 -

Year-Over-Year Change

Year-Over-Year Change

Q3 2024 compared to Q3 2023

YTD 2024 compared to YTD 2023

Revenues

Operating

Expenses

NOI

Revenues

Operating

Expenses

NOI

Southern California

4.1%

4.3%

4.0%

4.3%

4.1%

4.3%

Northern California

2.7%

6.8%

0.9%

2.8%

5.6%

1.6%

Seattle Metro

3.8%

5.4%

3.1%

3.2%

5.7%

2.1%

Same-Property Portfolio

3.5%

5.5%

2.6%

3.5%

5.0%

2.9%

Sequential Change

Q3 2024 compared to Q2 2024

Revenues

Operating

Expenses

NOI

Southern California

1.3%

4.7%

0.0%

Northern California

1.0%

7.5%

-1.7%

Seattle Metro

1.1%

3.6%

0.0%

Same-Property Portfolio

1.2%

5.6%

-0.7%

Financial Occupancies

Quarter Ended

9/30/2024

6/30/2024

9/30/2023

Southern California

95.9%

95.7%

96.3%

Northern California

96.4%

96.3%

96.6%

Seattle Metro

96.6%

97.1%

96.3%

Same-Property Portfolio

96.2%

96.2%

96.4%

Investment Activity

Acquisitions

In July, the Company acquired its joint venture partner’s 49.9% common equity interest in Patina at Midtown, a 269-unit apartment home community built in 2021 and located in San Jose, CA, for a total contract price of $117.0 million on a gross basis. This reflects an attractive valuation of $435,000 per unit. Concurrent with the closing, the Company repaid a $95.0 million secured mortgage encumbering the property and was fully redeemed on a preferred equity investment affiliated with the partnership. The Company recorded a gain on remeasurement of co-investments of $2.2 million, which has been excluded from Total and Core FFO.

In September, the Company acquired its joint venture partner’s 50% common equity interest in Century Towers, a 376-unit apartment home community built in 2017 and located in San Jose, CA, for a total contract price of $173.5 million on a gross basis. This reflects an attractive valuation of $458,000 per unit. Concurrent with the closing, the Company repaid a $110.5 million secured mortgage encumbering the property and was fully redeemed on a preferred equity investment affiliated with the partnership. The Company issued approximately $25.0 million of Operating Partnership Units (“OP Units”) to the seller at $305 per unit. The

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Company recorded a gain on remeasurement of co-investments of $29.4 million, which has been excluded from Total and Core FFO.

Subsequent to quarter end, the Company acquired its joint venture partner’s 49.9% interest in the BEX II portfolio, comprising of four communities totaling 871 apartment homes, for a total contract price of $337.5 million on a gross basis. Concurrent with the closing, the Company assumed $95.0 million of secured mortgages.

Dispositions

Subsequent to quarter end, the Company sold its 81.5% interest in a 76-year-old apartment home community located in San Mateo, CA for a total contract price of $252.4 million on a gross basis. The 697-unit apartment home community was unencumbered and was classified as held for sale on the balance sheet as of September 30, 2024.

Other Investments

In July, the Company received cash proceeds of $40.1 million from the full redemption of a subordinated loan investment yielding an 11.5% rate of return.

Subsequent to quarter end, the Company received cash proceeds of $55.8 million from the full and partial redemptions of two structured finance investments yielding a 9.6% weighted average rate of return. Year-to-date through October, the Company has received cash proceeds of $106.2 million from redemptions of structured finance investments yielding a 10.4% weighted average rate of return.

Liquidity and Balance Sheet

Common Stock

Year-to-date through October 28, 2024, the Company has not issued any shares of common stock through its equity distribution program or repurchased any shares through its stock repurchase plan.

Balance Sheet

In August, the Company issued $200.0 million of 10-year senior unsecured notes due in April 2034 bearing an interest rate of 5.50% per annum and an effective yield of 5.11%. The notes were issued as additional notes to the previous offering conducted in March 2024.

In September, the Company extended the maturity date of its $1.2 billion unsecured line of credit facility to mature in January 2029 with two additional six-month extension options, exercisable at the Company’s option. The underlying interest rate on the line of credit is unchanged at Adjusted SOFR plus 0.765%, which is based on a tiered rate structure tied to the Company’s corporate ratings and further adjusted by the facility’s Sustainability Metric Adjustment feature.

As of October 28, 2024, the Company had approximately $1.2 billion in liquidity via undrawn capacity on its unsecured credit facilities, cash and cash equivalents, and marketable securities.

- 4 -

Guidance

For the third quarter of 2024, the Company exceeded the midpoint of the guidance range provided in its second quarter 2024 earnings release for Core FFO by $0.04 per diluted share. The outperformance primarily relates to favorable same-property revenue growth.

The following table provides a reconciliation of third quarter 2024 Core FFO per diluted share to the midpoint of the guidance provided in the Company’s second quarter 2024 earnings release.

Per Diluted

Share

Guidance midpoint of Core FFO per diluted share for Q3 2024

$

3.87

NOI from Consolidated Communities

0.04

FFO from Co-Investments

0.01

G&A and Other

(0.01)

Core FFO per diluted share for Q3 2024 reported

$

3.91

The table below provides key updates to the Company’s 2024 full-year assumptions for Net Income, Total FFO, Core FFO per diluted share, and same-property growth. For additional details regarding the Company’s 2024 Core FFO guidance range, please see page S-13 of the accompanying supplemental financial information.

2024 Full-Year and Fourth Quarter Guidance

Previous

Range

Previous Midpoint

Revised

Range

Revised Midpoint

Change at the

Midpoint

Per Diluted Share

G1Net Income

$8.23 - $8.47

$8.35

$8.66 - $8.78

$8.72

+$0.37

G2Total FFO

$15.93 - $16.17

$16.05

$15.86 - $15.98

$15.92

($0.13)

G3Core FFO

$15.38 - $15.62

$15.50

$15.50 - $15.62

$15.56

+$0.06

G4Q4 2024 Core FFO

-

-

$3.82 - $3.94

$3.88

N/A

Same-Property Growth on a Cash-Basis (1)

G5Revenues

2.70% to 3.30%

3.00%

3.10% to 3.40%

3.25%

+0.25%

G6Operating Expenses

4.50% to 5.00%

4.75%

4.50% to 5.00%

4.75%

Unchanged

G7NOI

1.80% to 2.80%

2.30%

2.30% to 2.90%

2.60%

+0.30%

(1)

The midpoint of the Company’s same-property revenues and NOI on a GAAP basis are 3.40% and 2.90%, respectively, representing a 0.20% and 0.40% increase to the Company’s previous guidance midpoints.

Conference Call with Management

The Company will host an earnings conference call with management to discuss its quarterly results on Wednesday, October 30, 2024 at 10:00 a.m. PT (1:00 p.m. ET), which will be broadcast live via the Internet at www.essex.com, and accessible via phone by dialing toll-free, (877) 407-0784, or toll/international, (201) 689-8560. No passcode is necessary.

- 5 -

A rebroadcast of the live call will be available online for 30 days and digitally for 7 days. To access the replay online, go to www.essex.com and select the third quarter 2024 earnings link. To access the replay, dial (844) 512-2921 using the replay pin number 13749248. If you are unable to access the information via the Company’s website, please contact the Investor Relations Department at investors@essex.com or calling (650) 655-7800.

Upcoming Events

The Company is scheduled to participate in the National Association of Real Estate Investment Trusts (“NAREIT”) REITWorld Conference held at the Wynn Las Vegas in Las Vegas, NV on November 19, 2024. A copy of any materials provided by the Company at the conference will be made available on the Investors section of the Company’s website at www.essex.com.

Corporate Profile

Essex Property Trust, Inc., an S&P 500 company, is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages multifamily residential properties in selected West Coast markets. Essex currently has ownership interests in 254 apartment communities comprising approximately 62,000 apartment homes. Additional information about the Company can be found on the Company’s website at www.essex.com.

This press release and accompanying supplemental financial information has been furnished to the Securities and Exchange Commission electronically on Form 8-K and can be accessed from the Company’s website at www.essex.com. If you are unable to obtain the information via the Web, please contact the Investor Relations Department at (650) 655-7800.

FFO Reconciliation

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), is generally considered by industry analysts as an appropriate measure of performance of an equity REIT. Generally, FFO adjusts the net income of equity REITs for non-cash charges such as depreciation and amortization of rental properties, impairment charges, gains on sales of real estate and extraordinary items. Management considers FFO and FFO which excludes non-core items, which is referred to as “Core FFO,” to be useful supplemental operating performance measures of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate the operating performance and ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures and to pay dividends.

By excluding gains or losses related to sales of depreciated operating properties and land and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a real estate company between periods or as compared to different companies. By further adjusting for items that are not considered part of the Company’s core business operations, Core FFO allows investors to compare the core operating performance of the Company to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results.

FFO and Core FFO do not represent net income or cash flows from operations as defined by U.S. generally accepted accounting principles (“GAAP”) and are not intended to indicate whether cash flows will be sufficient to fund cash needs. These measures should not be considered as alternatives to net income as an indicator of the REIT’s operating performance or to cash flows as a measure of liquidity. FFO and Core FFO do not measure whether cash flow is sufficient to fund all cash needs including principal amortization, capital improvements and distributions to stockholders. FFO and Core FFO also do not represent cash flows generated from operating, investing or

- 6 -

financing activities as defined under GAAP. Management has consistently applied the NAREIT definition of FFO to all periods presented. However, there is judgment involved and other REITs’ calculation of FFO may vary from the NAREIT definition for this measure, and thus their disclosures of FFO may not be comparable to the Company’s calculation.

The following table sets forth the Company’s calculation of diluted FFO and Core FFO for the three and nine months ended September 30, 2024 and 2023 (in thousands, except for share and per share amounts):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Funds from Operations attributable to common stockholders and unitholders

2024

2023

2024

2023

Net income available to common stockholders

$

118,424

$

87,282

$

484,069

$

340,434

Adjustments:

Depreciation and amortization

146,439

137,357

431,785

410,422

Gains not included in FFO

(31,583

)

-

(169,909

)

(59,238

)

Casualty loss

-

-

-

433

Impairment loss from unconsolidated co-investments

-

-

3,726

-

Depreciation and amortization from unconsolidated co-investments

16,417

18,029

52,267

53,486

Noncontrolling interest related to Operating Partnership units

4,206

3,072

17,075

11,982

Depreciation attributable to third party ownership and other

(370

)

(371

)

(1,149

)

(1,095

)

Funds from Operations attributable to common stockholders and unitholders

$

253,533

$

245,369

$

817,864

$

756,424

FFO per share – diluted

$

3.81

$

3.69

$

12.30

$

11.37

Expensed acquisition and investment related costs

$

-

$

31

$

68

$

375

Tax (benefit) expense on unconsolidated co-investments (1)

(441

)

404

(1,199

)

1,237

Realized and unrealized (gains) losses on marketable securities, net

(5,697

)

4,577

(10,645

)

(4,294

)

Provision for credit losses

(182

)

17

(116

)

51

Equity income from non-core co-investments (2)

(555

)

(538

)

(6,282

)

(1,422

)

Co-investment promote income

-

-

(1,531

)

-

Income from early redemption of preferred equity investments and notes receivable

-

-

-

(285

)

General and administrative and other, net

13,956

1,743

22,403

2,570

Insurance reimbursements, legal settlements, and other, net (3)

(612

)

(283

)

(43,912

)

(9,082

)

Core Funds from Operations attributable to common stockholders and unitholders

$

260,002

$

251,320

$

776,650

$

745,574

Core FFO per share – diluted

$

3.91

$

3.78

$

11.68

$

11.21

Weighted average number of shares outstanding diluted (4)

66,551,838

66,445,256

66,500,412

66,537,111

(1)

Represents tax related to net unrealized gains or losses on technology co-investments.

(2)

Represents the Company’s share of co-investment income or loss from technology co-investments.

(3)

Includes legal settlement gains of $42.5 million and $7.7 million for the nine months ended September 30, 2024 and 2023, respectively.

(4)

Assumes conversion of all outstanding limited partnership units in Essex Portfolio, L.P. (the “Operating Partnership”) into shares of the Company’s common stock and excludes DownREIT limited partnership units.

- 7 -

Net Operating Income (“NOI”) and Same-Property NOI Reconciliations

NOI and Same-Property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s consolidated statements of income. The presentation of same-property NOI assists with the presentation of the Company’s operations prior to the allocation of depreciation and any corporate-level or financing-related costs. NOI reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual communities or groups of communities. In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets.

The Company defines same-property NOI as same-property revenues less same-property operating expenses, including property taxes. Please see the reconciliation of earnings from operations to NOI and same-property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented (dollars in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

Earnings from operations

$

128,790

$

131,784

$

398,599

$

454,001

Adjustments:

Corporate-level property management expenses

12,150

11,504

36,004

34,387

Depreciation and amortization

146,439

137,357

431,785

410,422

Management and other fees from affiliates

(2,563

)

(2,785

)

(7,849

)

(8,328

)

General and administrative

29,067

14,611

67,374

43,735

Expensed acquisition and investment related costs

-

31

68

375

Casualty loss

-

-

-

433

Gain on sale of real estate and land

-

-

-

(59,238

)

NOI

313,883

292,502

925,981

875,787

Less: Non-same property NOI

(26,431

)

(12,390

)

(66,748

)

(40,504

)

Same-Property NOI

$

287,452

$

280,112

$

859,233

$

835,283

Safe Harbor Statement Under The Private Litigation Reform Act of 1995:

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements which are not historical facts, including statements regarding the Company’s expectations, estimates, assumptions, hopes, intentions, beliefs and strategies regarding the future. Words such as “expects,” “assumes,” “anticipates,” “may,” “will,” “intends,” “plans,” “projects,” “believes,” “seeks,” “future,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s fourth quarter and full-year 2024 guidance (including net income, Total FFO and Core FFO, same-property growth and related assumptions) and anticipated yield on certain investments.

While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, which could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or

- 8 -

achievements expressed or implied by such forward-looking statements. The Company cannot assure the future results or outcome of the matters described in these statements; rather, these statements merely reflect the Company’s current expectations of the approximate outcomes of the matters discussed.

Factors that might cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, the following: assumptions related to our fourth quarter and full-year 2024 guidance; occupancy rates and rental demand may be adversely affected by competition and local economic and market conditions; there may be increased interest rates, inflation, escalated operating costs and possible recessionary impacts; geopolitical tensions and regional conflicts, and the related impacts on macroeconomic conditions, including, among other things, interest rates and inflation; the terms of any refinancing may not be as favorable as the terms of existing indebtedness; the Company’s inability to maintain our investment grade credit rating with the rating agencies; the Company may be unsuccessful in the management of its relationships with its co-investment partners; the Company may fail to achieve its business objectives; time of actual completion and/or stabilization of development and redevelopment projects; estimates of future income from an acquired property may prove to be inaccurate; future cash flows may be inadequate to meet operating requirements and/or may be insufficient to provide for dividend payments in accordance with REIT requirements; changes in laws or regulations and the anticipated or actual impact of future changes in laws or regulations; unexpected difficulties in leasing of future development projects; volatility in financial and securities markets; the Company’s failure to successfully operate acquired properties; unforeseen consequences from cyber-intrusion; government approvals, actions and initiatives, including the need for compliance with environmental requirements; and those further risks, special considerations, and other factors referred to in the Company’s annual report on Form 10-K for the year ended December 31, 2023, quarterly reports on Form 10-Q, and those risk factors and special considerations set forth in the Company’s other filings with the SEC which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

All forward-looking statements are made as of the date hereof, the Company assumes no obligation to update or supplement this information for any reason, and therefore, they may not represent the Company’s estimates and assumptions after the date of this press release.

Definitions and Reconciliations

Non-GAAP financial measures and certain other capitalized terms, as used in this earnings release, are defined and further explained on pages S-17.1 through S-17.4, “Reconciliations of Non-GAAP Financial Measures and Other Terms,” of the accompanying supplemental financial information. The supplemental financial information is available on the Company’s website at www.essex.com.

Contact Information

Loren Rainey

Director, Investor Relations

(650) 655-7800

lrainey@essex.com

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E S S E X P R O P E R T Y T R U S T, I N C.

Consolidated Operating Results

(Dollars in thousands, except share and per share amounts)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

Revenues:

Rental and other property

$

448,135

$

416,398

$

1,312,132

$

1,239,319

Management and other fees from affiliates

2,563

2,785

7,849

8,328

450,698

419,183

1,319,981

1,247,647

Expenses:

Property operating

134,252

123,896

386,151

363,532

Corporate-level property management expenses

12,150

11,504

36,004

34,387

Depreciation and amortization

146,439

137,357

431,785

410,422

General and administrative

29,067

14,611

67,374

43,735

Expensed acquisition and investment related costs

-

31

68

375

Casualty loss

-

-

-

433

321,908

287,399

921,382

852,884

Gain on sale of real estate and land

-

-

-

59,238

Earnings from operations

128,790

131,784

398,599

454,001

Interest expense, net (1)

(58,425

)

(53,471

)

(172,053

)

(155,262

)

Interest and other income

11,449

4,406

78,292

29,055

Equity income from co-investments

11,649

10,694

33,667

33,802

Tax benefit (expense) on unconsolidated co-investments

441

(404

)

1,199

(1,237

)

Gain on remeasurement of co-investment

31,583

-

169,909

-

Net income

125,487

93,009

509,613

360,359

Net income attributable to noncontrolling interest

(7,063

)

(5,727

)

(25,544

)

(19,925

)

Net income available to common stockholders

$

118,424

$

87,282

$

484,069

$

340,434

Net income per share - basic

$

1.84

$

1.36

$

7.54

$

5.30

Shares used in income per share - basic

64,227,662

64,184,180

64,214,258

64,274,085

Net income per share - diluted

$

1.84

$

1.36

$

7.54

$

5.30

Shares used in income per share - diluted

64,271,459

64,186,020

64,234,358

64,275,279

(1)

Refer to page S-17.2, the section titled “Interest Expense, Net” for additional information.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-1

E S S E X P R O P E R T Y T R U S T, I N C.

Consolidated Operating Results - Selected Line Item Detail

(Dollars in thousands)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2024

2023

2024

2023

Rental and other property

Rental income

$

440,649

$

410,438

$

1,290,026

$

1,222,859

Other property

7,486

5,960

22,106

16,460

Rental and other property

$

448,135

$

416,398

$

1,312,132

$

1,239,319

Property operating expenses

Real estate taxes

$

48,956

$

46,876

$

143,188

$

138,787

Administrative

13,782

12,370

42,881

37,254

Maintenance and repairs

16,197

15,361

44,987

44,629

Personnel costs

24,756

22,756

72,583

68,609

Utilities

30,561

26,533

82,512

74,253

Property operating expenses

$

134,252

$

123,896

$

386,151

$

363,532

Interest and other income

Marketable securities and other income

$

5,044

$

8,830

$

23,729

$

16,581

Realized and unrealized gains (losses) on marketable securities, net

5,697

(4,577

)

10,645

4,294

Provision for credit losses

182

(17

)

116

(51

)

Insurance reimbursements, legal settlements, and other, net

526

170

43,802

8,231

Interest and other income

$

11,449

$

4,406

$

78,292

$

29,055

Equity income from co-investments

Equity loss from co-investments

$

(862

)

$

(3,267

)

$

(6,736

)

$

(9,115

)

Income from preferred equity investments

11,870

13,310

36,206

40,359

Equity income from non-core co-investments

555

538

6,282

1,422

Insurance reimbursements, legal settlements, and other, net

86

113

110

851

Impairment loss from unconsolidated co-investment

-

-

(3,726

)

-

Co-investment promote income

-

-

1,531

-

Income from early redemption of preferred equity investments

-

-

-

285

Equity income from co-investments

$

11,649

$

10,694

$

33,667

$

33,802

Noncontrolling interest

Limited partners of Essex Portfolio, L.P.

$

4,206

$

3,072

$

17,075

$

11,982

DownREIT limited partners’ distributions

2,284

2,162

6,867

6,493

Third-party ownership interest

573

493

1,602

1,450

Noncontrolling interest

$

7,063

$

5,727

$

25,544

$

19,925

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-2

E S S E X P R O P E R T Y T R U S T, I N C.

Consolidated Funds from Operations (1)

(Dollars in thousands, except share and per share amounts and in footnotes)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

% Change

2024

2023

%

Change

Funds from operations attributable to common stockholders and unitholders (FFO)

Net income available to common stockholders

$

118,424

$

87,282

$

484,069

$

340,434

Adjustments:

Depreciation and amortization

146,439

137,357

431,785

410,422

Gains not included in FFO

(31,583

)

-

(169,909

)

(59,238

)

Casualty loss

-

-

-

433

Impairment loss from unconsolidated co-investments

-

-

3,726

-

Depreciation and amortization from unconsolidated co-investments

16,417

18,029

52,267

53,486

Noncontrolling interest related to Operating Partnership units

4,206

3,072

17,075

11,982

Depreciation attributable to third party ownership and other (2)

(370

)

(371

)

(1,149

)

(1,095

)

Funds from operations attributable to common stockholders and unitholders

$

253,533

$

245,369

$

817,864

$

756,424

FFO per share-diluted

$

3.81

$

3.69

3.3%

$

12.30

$

11.37

8.2%

Components of the change in FFO

Non-core items:

Expensed acquisition and investment related costs

$

-

$

31

$

68

$

375

Tax (benefit) expense on unconsolidated co-investments (3)

(441

)

404

(1,199

)

1,237

Realized and unrealized (gains) losses on marketable securities, net

(5,697

)

4,577

(10,645

)

(4,294

)

Provision for credit losses

(182

)

17

(116

)

51

Equity income from non-core co-investments (4)

(555

)

(538

)

(6,282

)

(1,422

)

Co-investment promote income

-

-

(1,531

)

-

Income from early redemption of preferred equity investments and notes receivable

-

-

-

(285

)

General and administrative and other, net

13,956

1,743

22,403

2,570

Insurance reimbursements, legal settlements, and other, net (5)

(612

)

(283

)

(43,912

)

(9,082

)

Core funds from operations attributable to common stockholders and unitholders

$

260,002

$

251,320

$

776,650

$

745,574

Core FFO per share-diluted

$

3.91

$

3.78

3.4%

$

11.68

$

11.21

4.2%

Weighted average number of shares outstanding diluted (6)

66,551,838

66,445,256

66,500,412

66,537,111

(1)

Refer to page S-17.2, the section titled “Funds from Operations (“FFO”) and Core FFO” for additional information on the Company’s definition and use of FFO and Core FFO.

(2)

The Company consolidates certain co-investments. The noncontrolling interest’s share of net operating income in these investments for the three and nine months ended September 30, 2024 was $0.9 million and $2.6 million, respectively.

(3)

Represents tax related to net unrealized gains or losses on technology co-investments.

(4)

Represents the Company’s share of co-investment income or loss from technology co-investments.

(5)

Includes legal settlement gains of $42.5 million and $7.7 million for the nine months ended September 30, 2024 and 2023, respectively.

(6)

Assumes conversion of all outstanding limited partnership units in the Operating Partnership into shares of the Company’s common stock and excludes DownREIT limited partnership units.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-3

E S S E X P R O P E R T Y T R U S T, I N C.

Consolidated Balance Sheets

(Dollars in thousands)

September 30, 2024

December 31, 2023

Real Estate:

Land and land improvements

$

3,174,058

$

3,036,912

Buildings and improvements

13,884,518

13,098,311

17,058,576

16,135,223

Less: accumulated depreciation

(6,004,325

)

(5,664,931

)

11,054,251

10,470,292

Real estate under development

25,087

23,724

Co-investments

1,007,252

1,061,733

Real estate held for sale

74,148

-

12,160,738

11,555,749

Cash and cash equivalents, including restricted cash

80,263

400,334

Marketable securities

75,245

87,795

Notes and other receivables

200,295

174,621

Operating lease right-of-use assets

52,470

63,757

Prepaid expenses and other assets

78,436

79,171

Total assets

$

12,647,447

$

12,361,427

Unsecured debt, net

$

5,473,318

$

5,318,531

Mortgage notes payable, net

884,728

887,204

Lines of credit

7,885

-

Distributions in excess of investments in co-investments

79,985

65,488

Operating lease liabilities

53,510

65,091

Other liabilities

485,684

398,930

Total liabilities

6,985,110

6,735,244

Redeemable noncontrolling interest

33,977

32,205

Equity:

Common stock

6

6

Additional paid-in capital

6,671,264

6,656,720

Distributions in excess of accumulated earnings

(1,255,608

)

(1,267,536

)

Accumulated other comprehensive income, net

18,174

33,556

Total stockholders’ equity

5,433,836

5,422,746

Noncontrolling interest

194,524

171,232

Total equity

5,628,360

5,593,978

Total liabilities and equity

$

12,647,447

$

12,361,427

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-4

E S S E X P R O P E R T Y T R U S T, I N C.

Debt Summary - September 30, 2024

(Dollars in thousands, except in footnotes)

Scheduled principal payments, unamortized premiums (discounts) and (debt issuance costs) are as follows - excludes lines of credit:

Unsecured

Secured

Total

Weighted

Average

Interest

Rate

Percentage

of Total

Debt

Weighted Average

Balance Outstanding

Interest

Rate

Maturity

in Years

Unsecured Debt, net

Bonds public - fixed rate

$

5,200,000

3.4

%

7.2

2024

$

-

$

794

$

794

3.5

%

0.0

%

Term loan (1)

300,000

4.2

%

3.0

2025

500,000

133,054

633,054

3.5

%

9.9

%

Unamortized discounts and debt

2026

450,000

99,405

549,405

3.5

%

8.6

%

issuance costs, net

(26,682

)

-

-

2027(1)

650,000

153,955

803,955

4.0

%

12.6

%

Total unsecured debt, net

5,473,318

3.5

%

7.0

2028

450,000

68,332

518,332

2.2

%

8.1

%

Mortgage Notes Payable, net

2029

500,000

1,456

501,456

4.1

%

7.9

%

Fixed rate - secured

665,437

4.3

%

5.1

2030

550,000

1,592

551,592

3.1

%

8.6

%

Variable rate - secured (2)

222,040

4.1

%

13.3

2031

600,000

1,740

601,740

2.3

%

9.4

%

Unamortized premiums and debt

2032

650,000

1,903

651,903

2.6

%

10.3

%

issuance costs, net

(2,749

)

-

-

2033

-

330,126

330,126

5.0

%

5.2

%

Total mortgage notes payable, net

884,728

4.2

%

7.1

2034

550,000

2,275

552,275

5.5

%

8.6

%

Unsecured Lines of Credit

Thereafter

600,000

92,845

692,845

3.7

%

10.8

%

Line of credit (3)

-

6.3

%

N/A

Subtotal

5,500,000

887,477

6,387,477

3.6

%

100.0

%

Line of credit (4)

7,885

6.3

%

N/A

Debt Issuance Costs

(26,583

)

(2,717

)

(29,300

)

-

-

Total lines of credit

7,885

6.3

%

N/A

(Discounts)/Premiums

(99

)

(32

)

(131

)

-

-

Total debt, net

$

6,365,931

3.6

%

7.0

Total

$

5,473,318

$

884,728

$

6,358,046

3.6

%

100.0

%

Capitalized interest for both the three and nine months ended September 30, 2024 was approximately $0.1 million and $0.2 million, respectively.

(1)

The unsecured term loan has a variable interest rate of Adjusted SOFR plus 0.85% and matures in October 2025 with two remaining 12-month extension options, exercisable at the Company’s option. This loan has been swapped to an all-in fixed rate of 4.2% and the swap has a termination date of October 2026.

(2)

$222.0 million of variable rate debt is tax exempt to the note holders.

(3)

This unsecured line of credit facility has a capacity of $1.2 billion, a scheduled maturity date in January 2029 and two 6-month extension options, exercisable at the Company’s option. The underlying interest rate on this line is Adjusted SOFR plus 0.765%, which is based on a tiered rate structure tied to the Company’s corporate ratings and further adjusted by the facility’s Sustainability Metric Adjustment feature. In September 2024, the scheduled maturity date was extended from January 2027 to January 2029.

(4)

The unsecured line of credit facility has a capacity of $75 million and a scheduled maturity date in July 2026. The underlying interest rate on this line is Adjusted SOFR plus 0.765%, which is based on a tiered rate structure tied to the Company’s corporate ratings and further adjusted by the facility’s Sustainability Metric Adjustment feature.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-5

E S S E X P R O P E R T Y T R U S T, I N C.

Capitalization Data, Public Bond Covenants, Credit Ratings and Selected Credit Ratios - September 30, 2024

(Dollars and shares in thousands, except per share amounts)

Capitalization Data

Public Bond Covenants (1)

Actual

Requirement

Total debt, net

$

6,365,931

Common stock and potentially dilutive securities

Debt to Total Assets:

34%

< 65%

Common stock outstanding

64,267

Limited partnership units (1)

2,332

Secured Debt to Total Assets:

5%

< 40%

Options-treasury method

53

Total shares of common stock and potentially dilutive securities

66,652

Interest Coverage:

547%

> 150%

Common stock price per share as of September 30, 2024

$

295.42

Unsecured Debt Ratio (2):

293%

> 150%

Total equity capitalization

$

19,690,334

Total market capitalization

$

26,056,265

Selected Credit Ratios (3)

Actual

Ratio of debt to total market capitalization

24.4

%

Net Indebtedness Divided by Adjusted EBITDAre,

normalized and annualized:

5.5

Credit Ratings

Unencumbered NOI to Adjusted Total NOI:

93%

Rating Agency

Rating

Outlook

Moody’s

Baa1

Stable

(1) Refer to page S-17.4 for additional information on the Company’s Public Bond Covenants.

Standard & Poor’s

BBB+

Stable

(2) Unsecured Debt Ratio is unsecured assets (excluding investments in co- investments) divided by unsecured indebtedness.

(1) Assumes conversion of all outstanding limited partnership units in the Operating Partnership into shares of the Company’s common stock.

(3) Refer to pages S-17.1 to S-17.4, the section titled “Reconciliations of Non-GAAP Financial Measures and Other Terms” for additional information on the Company’s Selected Credit Ratios.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-6

E S S E X P R O P E R T Y T R U S T, I N C.

Portfolio Summary by County as of September 30, 2024

Apartment Homes

Average Monthly Rental Rate (1)

Percent of NOI (2)

Region - County

Consolidated

Unconsolidated

Co-investments

Total

Consolidated

Unconsolidated

Co-investments (3)

Total (4)

Consolidated

Unconsolidated

Co-investments (3)

Total (4)

Southern California

Los Angeles County

9,542

1,586

11,128

$

2,677

$

2,560

$

2,667

16.6

%

17.5

%

16.7

%

Orange County

5,843

500

6,343

2,777

2,617

2,770

11.5

%

6.2

%

11.1

%

San Diego County

5,442

443

5,885

2,649

3,032

2,664

10.6

%

5.4

%

10.3

%

Ventura County and Other

2,435

693

3,128

2,443

2,863

2,499

4.6

%

9.5

%

4.9

%

Total Southern California

23,262

3,222

26,484

2,671

2,692

2,672

43.3

%

38.6

%

43.0

%

Northern California

Santa Clara County (5)

9,633

1,129

10,762

3,054

2,988

3,050

20.5

%

14.0

%

19.9

%

Alameda County

3,959

1,512

5,471

2,586

2,591

2,587

6.7

%

17.1

%

7.5

%

San Mateo County

2,561

195

2,756

3,136

3,783

3,160

5.4

%

3.3

%

5.2

%

Contra Costa County

2,619

-

2,619

2,746

-

2,746

4.9

%

0.0

%

4.6

%

San Francisco

1,356

537

1,893

2,899

3,283

2,962

2.3

%

6.7

%

2.6

%

Total Northern California

20,128

3,373

23,501

2,919

2,888

2,917

39.8

%

41.1

%

39.8

%

Seattle Metro

10,555

1,970

12,525

2,215

2,156

2,210

16.9

%

20.3

%

17.2

%

Total

53,945

8,565

62,510

$

2,673

$

2,647

$

2,671

100.0

%

100.0

%

100.0

%

(1)

Average monthly rental rate is defined as the total scheduled monthly rental income (actual rent for occupied apartment homes plus market rent for vacant apartment homes) for the quarter ended September 30, 2024, divided by the number of apartment homes as of September 30, 2024.

(2)

Represents the percentage of actual NOI for the quarter ended September 30, 2024. See the section titled “Net Operating Income (“NOI”) and Same-Property NOI Reconciliations” on page S-17.3.

(3)

Co-investment amounts weighted at Company’s pro rata share.

(4)

At Company’s pro rata share.

(5)

Includes all communities in Santa Clara County and one community in Santa Cruz County.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-7

E S S E X P R O P E R T Y T R U S T, I N C.

Operating Income by Quarter (1)

(Dollars in thousands)

Apartment Homes

Q3 ‘24

Q2 ‘24

Q1 ‘24

Q4 ‘23

Q3 ‘23

Rental and other property revenues:

Same-property

50,187

$

413,213

$

408,453

$

403,636

$

400,989

$

399,292

Acquisitions (2)

2,437

16,964

12,824

1,598

429

383

Redevelopment

178

1,671

1,565

1,541

1,536

1,564

Non-residential/other, net (3)

1,143

16,514

17,451

17,503

17,041

16,553

Straight-line rent concessions (4)

-

(227

)

(511

)

(63

)

(1,050

)

(1,394

)

Total rental and other property revenues

53,945

448,135

439,782

424,215

418,945

416,398

Property operating expenses:

Same-property

125,761

119,067

121,241

116,972

119,180

Acquisitions (2)

4,870

3,585

479

153

137

Redevelopment

740

731

718

742

634

Non-residential/other, net (3) (5)

2,881

2,650

3,428

4,080

3,945

Total property operating expenses

134,252

126,033

125,866

121,947

123,896

Net operating income (NOI):

Same-property

287,452

289,386

282,395

284,017

280,112

Acquisitions (2)

12,094

9,239

1,119

276

246

Redevelopment

931

834

823

794

930

Non-residential/other, net (3)

13,633

14,801

14,075

12,961

12,608

Straight-line rent concessions (4)

(227

)

(511

)

(63

)

(1,050

)

(1,394

)

Total NOI

$

313,883

$

313,749

$

298,349

$

296,998

$

292,502

Same-property metrics

Operating margin

70

%

71

%

70

%

71

%

70

%

Annualized turnover (6)

46

%

41

%

37

%

39

%

48

%

Financial occupancy (7)

96.2

%

96.2

%

96.3

%

96.1

%

96.4

%

(1)

Includes consolidated communities only.

(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, 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.

(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.

(5)

Includes other expenses and intercompany eliminations pertaining to self-insurance.

(6)

Annualized turnover is defined as the number of apartment homes turned over during the quarter, annualized, divided by the total number of apartment homes.

(7)

Financial occupancy is defined as the percentage resulting from dividing actual rental income by total scheduled rental income. Actual rental income represents contractual rental income pursuant to leases without considering delinquency and concessions. Total scheduled rental income represents the value of all apartment homes, with occupied apartment homes valued at contractual rental rates pursuant to leases and vacant apartment homes valued at estimated market rents.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-8

E S S E X P R O P E R T Y T R U S T, I N C.

Same-Property Revenue Results by County - Third Quarter 2024 vs. Third Quarter 2023 and Second Quarter 2024

(Dollars in thousands, except average monthly rental rates)

Average Monthly Rental Rate

Financial Occupancy

Gross Revenues

Sequential Gross Revenues

Region - County

Apartment Homes

Q3 ‘24

% of

Actual NOI

Q3 ‘24

Q3 ‘23

% Change

Q3 ‘24

Q3 ‘23

% Change

Q3 ‘24

Q3 ‘23

% Change

Q2 ‘24

% Change

Southern California

Los Angeles County

9,542

17.8

%

$

2,677

$

2,687

-0.4

%

95.1

%

96.2

%

-1.1

%

$

77,050

$

75,166

2.5

%

$

76,251

1.0

%

Orange County

5,193

11.1

%

2,815

2,729

3.2

%

96.1

%

96.0

%

0.1

%

44,123

41,946

5.2

%

43,464

1.5

%

San Diego County

4,584

9.7

%

2,671

2,570

3.9

%

96.6

%

96.6

%

0.0

%

37,689

35,794

5.3

%

37,129

1.5

%

Ventura County

2,254

4.5

%

2,435

2,333

4.4

%

96.7

%

96.8

%

-0.1

%

17,181

16,165

6.3

%

16,918

1.6

%

Total Southern California

21,573

43.1

%

2,684

2,635

1.9

%

95.9

%

96.3

%

-0.4

%

176,043

169,071

4.1

%

173,762

1.3

%

Northern California

Santa Clara County

8,653

20.3

%

3,035

2,973

2.1

%

96.7

%

96.8

%

-0.1

%

80,808

78,888

2.4

%

80,006

1.0

%

Alameda County

3,959

7.2

%

2,586

2,602

-0.6

%

96.3

%

96.4

%

-0.1

%

31,716

31,148

1.8

%

31,374

1.1

%

San Mateo County

1,864

4.2

%

3,226

3,165

1.9

%

96.1

%

97.0

%

-0.9

%

18,722

18,139

3.2

%

18,513

1.1

%

Contra Costa County

2,619

5.3

%

2,746

2,688

2.2

%

96.3

%

96.6

%

-0.3

%

22,174

21,464

3.3

%

21,974

0.9

%

San Francisco

1,178

2.1

%

2,867

2,841

0.9

%

94.8

%

94.6

%

0.2

%

10,450

9,952

5.0

%

10,306

1.4

%

Total Northern California

18,273

39.1

%

2,905

2,863

1.5

%

96.4

%

96.6

%

-0.2

%

163,870

159,591

2.7

%

162,173

1.0

%

Seattle Metro

10,341

17.8

%

2,222

2,176

2.1

%

96.6

%

96.3

%

0.3

%

73,300

70,630

3.8

%

72,518

1.1

%

Total Same-Property

50,187

100.0

%

$

2,669

$

2,623

1.8

%

96.2

%

96.4

%

-0.2

%

$

413,213

$

399,292

3.5

%

$

408,453

1.2

%

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-9

E S S E X P R O P E R T Y T R U S T, I N C.

Same-Property Revenue Results by County - Nine months ended September 30, 2024 vs. Nine months ended September 30, 2023

(Dollars in thousands, except average monthly rental rates)

YTD 2024

% of

Actual NOI

Average Monthly Rental Rate

Financial Occupancy

Gross Revenues

Region - County

Apartment

Homes

YTD 2024

YTD 2023

% Change

YTD 2024

YTD 2023

% Change

YTD 2024

YTD 2023

% Change

Southern California

Los Angeles County

9,542

17.7

%

$

2,674

$

2,665

0.3

%

95.3

%

96.4

%

-1.2

%

$

228,571

$

223,390

2.3

%

Orange County

5,193

11.1

%

2,783

2,683

3.7

%

96.0

%

96.1

%

-0.2

%

130,723

124,205

5.2

%

San Diego County

4,584

9.7

%

2,638

2,515

4.9

%

96.5

%

96.9

%

-0.5

%

111,531

104,972

6.2

%

Ventura County

2,254

4.5

%

2,400

2,289

4.8

%

96.7

%

97.0

%

-0.2

%

50,802

47,777

6.3

%

Total Southern California

21,573

43.0

%

2,664

2,598

2.5

%

95.8

%

96.5

%

-0.8

%

521,627

500,344

4.3

%

Northern California

Santa Clara County

8,653

20.4

%

3,005

2,948

1.9

%

96.7

%

96.8

%

-0.1

%

239,707

232,796

3.0

%

Alameda County

3,959

7.1

%

2,588

2,597

-0.3

%

95.7

%

96.6

%

-0.9

%

94,251

92,746

1.6

%

San Mateo County

1,864

4.2

%

3,202

3,147

1.7

%

96.1

%

96.7

%

-0.6

%

55,238

53,324

3.6

%

Contra Costa County

2,619

5.4

%

2,724

2,666

2.2

%

96.3

%

96.8

%

-0.5

%

65,883

63,830

3.2

%

San Francisco

1,178

2.1

%

2,850

2,830

0.7

%

95.5

%

95.3

%

0.2

%

30,994

30,093

3.0

%

Total Northern California

18,273

39.2

%

2,885

2,844

1.4

%

96.3

%

96.6

%

-0.2

%

486,073

472,789

2.8

%

Seattle Metro

10,341

17.8

%

2,195

2,165

1.4

%

96.9

%

96.6

%

0.3

%

217,602

210,885

3.2

%

Total Same-Property

50,187

100.0

%

$

2,648

$

2,598

1.9

%

96.2

%

96.6

%

-0.4

%

$

1,225,302

$

1,184,018

3.5

%

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-9.1

E S S E X P R O P E R T Y T R U S T, I N C.

Same-Property Operating Expenses - Quarter to Date and Year to Date as of September 30, 2024 and 2023

(Dollars in thousands)

Based on 50,187 apartment homes

Q3 ‘24

Q3 ‘23

% Change

% of Op. Ex.

Same-property operating expenses:

Real estate taxes

$

45,514

$

44,494

2.3

%

36.2

%

Utilities

27,372

24,775

10.5

%

21.8

%

Personnel costs

22,928

21,841

5.0

%

18.2

%

Maintenance and repairs

14,918

14,699

1.5

%

11.9

%

Administrative

7,116

6,758

5.3

%

5.7

%

Insurance and other

7,913

6,613

19.7

%

6.2

%

Total same-property operating expenses

$

125,761

$

119,180

5.5

%

100.0

%

YTD 2024

YTD 2023

% Change

% of Op. Ex.

Same-property operating expenses:

Real estate taxes

$

134,551

$

131,573

2.3

%

36.8

%

Utilities

75,236

69,396

8.4

%

20.6

%

Personnel costs

68,001

65,579

3.7

%

18.6

%

Maintenance and repairs

41,992

42,507

-1.2

%

11.5

%

Administrative

21,357

20,251

5.5

%

5.8

%

Insurance and other

24,932

19,429

28.3

%

6.7

%

Total same-property operating expenses

$

366,069

$

348,735

5.0

%

100.0

%

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-10

E S S E X P R O P E R T Y T R U S T, I N C.

Capital Expenditures - September 30, 2024 (1)

(Dollars in thousands, except in footnotes and per apartment home amounts)

Revenue Generating Capital Expenditures (2)

Q3 ‘24

Trailing 4

Quarters

Same-property portfolio

$

17,381

$

55,593

Non-same property portfolio

1,213

1,890

Total revenue generating capital expenditures

$

18,594

$

57,483

Number of same-property interior renovations

650

1,477

Number of total consolidated interior renovations

652

1,498

Non-Revenue Generating Capital Expenditures (3)

Q3 ‘24

Trailing 4

Quarters

Non-revenue generating capital expenditures

$

35,979

$

135,162

Average apartment homes in quarter

53,623

52,673

Capital expenditures per apartment home

$

671

$

2,566

(1)

The Company incurred $0.1 million of capitalized interest, $4.4 million of capitalized overhead and $0.2 million of co-investment fees related to redevelopment in Q3 2024.

(2)

Represents revenue generating or expense saving expenditures, such as full-scale redevelopments, interior unit turn renovations, enhanced amenities and certain resource management initiatives. Excludes costs related to smart home automation.

(3)

Represents roof replacements, paving, building and mechanical systems, exterior painting, siding, etc. Non-revenue generating capital expenditures does not include costs related to retail, furniture and fixtures, expenditures in which the Company has been reimbursed or expects to be reimbursed, and expenditures incurred due to changes in governmental regulation that the Company would not have incurred otherwise.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-11

E S S E X P R O P E R T Y T R U S T, I N C.

Co-investments and Preferred Equity Investments - September 30, 2024

(Dollars in thousands, except in footnotes )

Weighted

Average

Essex

Ownership

Percentage

Apartment

Homes

Total

Undepreciated

Book Value

Debt

Amount

Essex

Book Value

Weighted

Average

Borrowing

Rate (1)

Remaining

Term of Debt

(in Years)

Three Months

Ended

September 30,

2024

Nine Months

Ended

September 30,

2024

Operating and Other Non-Consolidated Joint Ventures

NOI

Wesco I, III, IV, V, VI (2)

54%

5,976

$

2,166,870

$

1,434,678

$

119,031

3.5

%

2.1

$

29,241

$

88,581

BEXAEW (3), BEX II, BEX IV, and 500 Folsom

50%

1,603

943,611

325,025

207,089

4.6

%

12.2

9,733

34,758

Other (4) (5)

53%

986

384,945

291,476

83,160

3.8

%

12.8

7,040

24,308

Total Operating and Other Non-Consolidated Joint Ventures

8,565

$

3,495,426

$

2,051,179

$

409,280

3.7

%

5.2

$

46,014

$

147,647

Essex Portion of NOI and

Expenses

NOI

$

25,054

$

79,606

Depreciation

(16,417

)

(52,267

)

Interest expense and other, net

(9,499

)

(34,075

)

Equity (loss) income from non-core co-investments

555

6,282

Insurance reimbursements, legal settlements, and other, net

86

110

Co-investment promote income

-

1,531

Net income from operating and other co-investments

$

(221

)

$

1,187

Weighted

Average

Preferred

Return

Weighted

Average

Expected

Term

Income from Preferred Equity

Investments

Income from preferred equity investments

$

11,870

$

36,206

Impairment loss from unconsolidated co-investment

-

(3,726

)

Preferred Equity Investments (6)

$

517,987

9.5

%

1.6

$

11,870

$

32,480

Total Co-investments

$

927,267

$

11,649

$

33,667

(1)

Represents the year-to-date annual weighted average borrowing rate.

(2)

As of September 30, 2024, the Company’s investments in Wesco I, Wesco III, and Wesco IV were classified as a liability of $78.2 million due to distributions received in excess of the Company’s investment.

(3)

In March 2024, the Company acquired BEXAEW LLC’s 49.9% interest in four communities totaling 1,480 apartment homes. The NOI included in the nine months ended September 30, 2024 represents the Company’s pro-rata share prior to the acquisition.

(4)

In the third quarter of 2024, the Company acquired its joint venture partner’s interest of 49.9% in Patina at Midtown comprising 269 apartment homes, followed by the acquisition of its joint venture partner’s interest of 50% in Century Towers comprising 376 apartment homes. The NOI included in the three and nine months ended September 30, 2024 represents the Company’s pro-rata share prior to the acquisitions.

(5)

As of September 30, 2024, the Company’s investment in Expo was classified as a liability of $1.8 million due to distributions received in excess of the Company’s investment. The weighted average Essex ownership percentage excludes our investments in non-core technology co-investments which are carried at fair value.

(6)

As of September 30, 2024, the Company has invested in 21 preferred equity investments.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-12

E S S E X P R O P E R T Y T R U S T, I N C.

Assumptions for 2024 FFO Guidance Range

(Dollars in thousands, except per share data)

The guidance projections below are based on current expectations and are forward-looking. The guidance on this page is given for Net Operating Income (“NOI”) and Total and Core FFO. See pages S-17.1 to S-17.4 for the definitions of non-GAAP financial measures and other terms.

Nine Months Ended

2024 Full-Year Guidance Range

September 30, 2024 (1)

Low End

High End

Comments about 2024 Full-Year Guidance

Total NOI from Consolidated Communities

$

925,981

$

1,240,600

$

1,247,200

Includes a range of same-property NOI growth of 2.3% to 2.9%, an increase from the prior range of 1.8% to 2.8%. Reflects transactions completed through October

Management Fees

7,849

10,100

10,300

Interest Expense

Interest expense, before capitalized interest

(172,222

)

(232,600

)

(232,000

)

Updated to reflect refinancing and investment activities

Interest capitalized

169

100

300

Net interest expense

(172,053

)

(232,500

)

(231,700

)

Recurring Income and Expenses

Interest and other income

23,729

28,400

28,800

FFO from co-investments

81,737

104,200

104,800

Reflects updated timing of preferred equity redemptions and includes investment activity through October

General and administrative

(44,971

)

(58,800

)

(59,200

)

Corporate-level property management expenses

(36,004

)

(48,000

)

(48,400

)

Non-controlling interest

(9,618

)

(12,300

)

(12,100

)

Reflects impact from sale of one apartment community in October

Total recurring income and expenses

14,873

13,500

13,900

Non-Core Income and Expenses

Expensed acquisition and investment related costs

(68

)

(68

)

(68

)

Tax benefit on unconsolidated co-investments

1,199

1,199

1,199

Realized and unrealized gains on marketable securities, net

10,645

10,645

10,645

Provision for credit losses

116

116

116

Equity income from non-core co-investments

6,282

6,282

6,282

Co-Investment promote income

1,531

1,531

1,531

General and administrative and other, net

(22,403

)

(40,000

)

(40,000

)

Includes increased advocacy costs

Insurance reimbursements, legal settlements, and other, net

43,912

43,912

43,912

Total non-core income and expenses

41,214

23,617

23,617

Funds from Operations (2)

$

817,864

$

1,055,317

$

1,063,317

Funds from Operations per diluted Share

$

12.30

$

15.86

$

15.98

% Change - Funds from Operations

8.2

%

4.1

%

4.9

%

Core Funds from Operations (excludes non-core items)

$

776,650

$

1,031,700

$

1,039,700

Core Funds from Operations per diluted Share

$

11.68

$

15.50

$

15.62

% Change - Core Funds from Operations

4.2

%

3.1

%

3.9

%

EPS - Diluted

$

7.54

$

8.66

$

8.78

Weighted average shares outstanding - FFO calculation

66,500

66,550

66,550

(1)

All non-core items are excluded from the 2024 actuals and included in the non-core income and expense section of the FFO reconciliation.

(2)

2024 guidance excludes inestimable projected gain on sale of marketable securities, loss on early retirement of debt, political/legislative costs, and promote income until they are realized within the reporting period presented in the report.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-13

E S S E X P R O P E R T Y T R U S T, I N C.

Reconciliation of Projected EPS, FFO and Core FFO per diluted share

With respect to the Company’s guidance regarding its projected FFO and Core FFO, which guidance is set forth in the earnings release and on page S-13 of this supplement, a reconciliation of projected net income per share to projected FFO per share and projected Core FFO per share, as set forth in such guidance, is presented in the table below.

2024 Guidance Range (1)

Nine Months

Ended

September 30, 2024

4th Quarter 2024

Full-Year 2024

Low

High

Low

High

EPS - diluted

$

7.54

$

1.12

$

1.24

$

8.66

$

8.78

Conversion from GAAP share count

(0.26

)

(0.04

)

(0.04

)

(0.30

)

(0.30

)

Impairment loss from unconsolidated co-investments

0.06

-

-

0.06

0.06

Depreciation and amortization

7.28

2.44

2.44

9.72

9.72

Noncontrolling interest related to Operating Partnership units

0.24

0.04

0.04

0.28

0.28

Gain on remeasurement of co-investment

(2.56

)

-

-

(2.56

)

(2.56

)

FFO per share - diluted

$

12.30

$

3.56

$

3.68

$

15.86

$

15.98

Expensed acquisition and investment related costs

-

-

-

-

-

Tax benefit on unconsolidated co-investments

(0.02

)

-

-

(0.02

)

(0.02

)

Realized and unrealized gains on marketable securities, net

(0.16

)

-

-

(0.16

)

(0.16

)

Provision for credit losses

-

-

-

-

-

Equity income from non-core co-investments

(0.09

)

-

-

(0.09

)

(0.09

)

Co-Investment promote income

(0.02

)

-

-

(0.02

)

(0.02

)

General and administrative and other, net

0.33

0.26

0.26

0.59

0.59

Insurance reimbursements, legal settlements, and other, net

(0.66

)

-

-

(0.66

)

(0.66

)

Core FFO per share - diluted

$

11.68

$

3.82

$

3.94

$

15.50

$

15.62

(1)

2024 guidance excludes inestimable projected gain on sale of real estate and land, gain on sale of marketable securities, loss on early retirement of debt, political/legislative costs, and promote income until they are realized within the reporting period presented in the report.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-13.1

ESSEX PROPERTY TRUST, INC. Market Economic Rent Growth Trending Along the Pre-COVID Average See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information S-13.2 Source: Essex Reflects economic rent growth compared to December of the prior year. Year-to-date through October, economic rent has grown on trend with the pre-COVID average. This is a positive shift from the atypical volatility in recent years. Blended lease rate growth softened in September and October primarily due to a challenging year-over year comp. We remain on plan for 2024. 2023 Prolonged Peak: Challenging Comp September-October

E S S E X P R O P E R T Y T R U S T, I N C.

Summary of Apartment Community Acquisitions and Dispositions Activity - Year to date as of September 30, 2024

(Dollars in thousands, except for average monthly rent)

Acquisitions

Property Name

Location

Apartment

Homes

Essex

Ownership

Percentage

Entity

Date

Total Contract

Price at Pro

Rata Share

Price per

Apartment Home (1)

Average

Monthly Rent

BEXAEW Portfolio (2)

Various

1,480

100%

EPLP

Mar-24

$

251,995

$

341

$

2,375

Q1 2024

1,480

$

251,995

$

341

Maxwell Sunnyvale (3)

Sunnyvale, CA

75

100%

EPLP

Apr-24

$

46,600

$

621

$

3,712

ARLO Mountain View

Mountain View, CA

164

100%

EPLP

May-24

101,100

592

$

3,799

Q2 2024

239

$

147,700

$

601

Patina at Midtown (4)

San Jose, CA

269

100%

EPLP

Jul-24

$

58,383

$

435

$

2,748

Century Towers (5)

San Jose, CA

376

100%

EPLP

Sep-24

86,750

458

$

3,060

Q3 2024

645

$

145,133

$

448

2024 Total

2,364

$

544,828

$

397

(1)

Price per apartment home excludes value allocated to retail space.

(2)

In March 2024, the Company acquired its joint venture partner’s 49.9% interest in the BEWAEW portfolio comprising four communities totaling 1,480 apartment homes, for a total purchase price of $505.0 million on a gross basis.

(3)

In April 2024, the Company accepted the third-party sponsor’s common equity interest affiliated with its $14.7 million preferred equity investment and acquired Maxwell Sunnyvale based on a property valuation of $46.6 million.

(4)

In July 2024, the Company acquired its joint venture partner’s 49.9% interest in Patina at Midtown, a 269-unit apartment home community, for a total purchase price of $117.0 million on a gross basis.

(5)

In September 2024, the Company acquired its joint venture partner’s 50% interest in Century Towers, a 376-unit apartment home community, for a total purchase price of $173.5 million on a gross basis.

Dispositions

Neither Essex nor its unconsolidated joint ventures sold any apartment communities during the first, second, or third quarters of 2024.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-14

E S S E X P R O P E R T Y T R U S T, I N C.

Same-Property Delinquencies, Operating Statistics, and Revenue Growth with Concessions on a GAAP basis

(Dollars in millions, except in footnotes and per share amounts)

Same-Property Delinquencies - Third Quarter 2024 vs. 2023 and October 2024

Same-Property Cash Delinquencies as % of Scheduled Rent, by Region

Preliminary

Oct. 2024

Q3

2024

Q3

2023

Preliminary Oct. 2024

Q3

2024

Gross delinquencies as % of scheduled rent, excluding rental assistance

0.6%

0.8%

2.1%

Southern California, excl. Los Angeles

0.3%

0.7%

Northern California, excl. Alameda

0.2%

0.3%

Rental assistance funds as % of scheduled rent (1)

0.0%

-0.1%

-0.1%

Seattle

0.7%

0.7%

Los Angeles & Alameda Counties (3)

1.1%

1.3%

Cash delinquencies as % of scheduled rent, including rental assistance (2)

0.6%

0.7%

2.0%

Total Same-Property Portfolio (1)(2)

0.6%

0.7%

(1)

The Company’s same-property portfolio received Emergency Rental Assistance payments of less than $0.1 million and $0.2 million for preliminary October 2024 and the three months ended September 30, 2024, respectively. This compares to $0.3 million for the three months ended September 30, 2023.

(2)

Represents same-property portfolio delinquencies as a percentage of scheduled rent reflected in the financial statements.

(3)

Eviction protections for the city and county of Los Angeles ended on April 1, 2023, and Alameda county protections ended on April 29, 2023.

Same-Property Operating Statistics

Same-Property Revenue Growth with Concessions on a GAAP basis

Preliminary

Oct. 2024

Q3

2024

Q3

2024

Q3

2023

YTD

2024

YTD

2023

New lease rates (1)

-1.5%

0.5%

Reported rental revenue (1)

$

413.2

$

399.3

$

1,225.3

$

1,184.0

Renewal rates (1)

3.6%

3.8%

Straight-line rent impact to rental revenue

(0.2

)

(1.3

)

(0.7

)

(1.4

)

Blended rates

1.6%

2.5%

GAAP rental revenue

$

413.0

$

398.0

$

1,224.6

$

1,182.6

Financial occupancy

96.1%

96.2%

% change - reported rental revenue

3.5%

3.5%

Same-Property Operating Statistics, Excl. Los Angeles and Alameda Counties (2)

% change - GAAP rental revenue

3.8%

3.5%

Preliminary

Oct. 2024

Q3

2024

New lease rates (1)

-1.2%

1.8%

Renewal rates (1)

4.0%

4.4%

Blended rates

2.1%

3.4%

Financial occupancy

96.3%

96.4%

(1) Represents the percentage change in similar term lease tradeouts, including the impact of leasing incentives.

(1) Same-property rental revenue reflects concessions on a cash basis.

(2) Excludes Los Angeles and Alameda counties, which are most impacted by elevated delinquency related turnover, to illustrate the Company’s same-property portfolio performance outside of these regions.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-15

Data based on Essex Data Analytics forecasts and third-party projections. Residential Supply: Total supply includes the Company’s estimate of multifamily (“MF”) deliveries of properties with 50+ units and excludes student, senior and 100% affordable housing communities. Multifamily estimates incorporate a methodological enhancement (“delay-adjusted supply”) to reflect the anticipated impact of continued construction delays in Essex markets. Single-family (“SF”) estimates are based on trailing single-family permits. ESSEX PROPERTY TRUST, INC. MSA Level Supply Forecast: 2023A – 2025E See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information S-16 Residential Supply Forecast (1) 2023A 2024E 2025E Market Total Supply Total Supply as a % of Stock Multifamily Supply Total Supply Total Supply as a % of Stock Multifamily Supply Total Supply Total Supply as a % of Stock Los Angeles 19,400 0.5% 8,700 16,900 0.5% 8,900 17,400 0.5% Orange County 5,300 0.5% 1,800 4,100 0.4% 1,800 4,600 0.4% San Diego 5,800 0.5% 4,200 6,900 0.6% 5,100 8,000 0.6% Ventura 600 0.2% 800 1,100 0.4% 300 600 0.2% Southern California 31,100 0.5% 15,500 29,000 0.5% 16,100 30,600 0.5% San Francisco 2,200 0.3% 1,800 2,300 0.3% 1,300 1,700 0.2% Oakland 5,300 0.5% 1,900 4,000 0.4% 1,200 3,500 0.3% San Jose 3,900 0.5% 2,400 4,400 0.6% 3,800 6,000 0.8% Northern California 11,400 0.4% 6,100 10,700 0.4% 6,300 11,200 0.4% Seattle 9,700 0.7% 10,900 14,600 1.1% 10,200 14,200 1.0% Total 52,200 0.5% 32,500 54,300 0.5% 32,600 56,000 0.5%

ESSEX PROPERTY TRUST, INC. 2025E Early Building Blocks to Same-Property Revenue Growth See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information S-16.1 Year-to-date rent growth positions the Company to achieve 80-100 basis points of earn-in in 2025. The Company’s diligent efforts in recapturing non-paying units has generated a notable tailwind to earnings growth in 2024. The Company expects to achieve a further 40-60 basis point tailwind in 2025 as we approach the historical run rate. Source: Essex Embedded revenue growth potential or “earn-in” is the contribution to revenue growth in the forthcoming year, calculated by annualizing forecasted scheduled rent at year-end compared against full-year scheduled rent.

Based on leases signed to date through preliminary October 2024 and projections though year-end and excludes vacancy and concessions. Excludes the impacts of market rent growth, financial occupancy, concessions, and other income in 2025. (1) (2) High-End: 1.0% 0.6% 1.6% Low-End: 0.8% 0.4% 1.2%

E S S E X P R O P E R T Y T R U S T, I N C.

Reconciliations of Non-GAAP Financial Measures and Other Terms

Adjusted EBITDAre Reconciliation

The National Association of Real Estate Investment Trusts (“NAREIT”) defines earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) (September 2017 White Paper) as net income (computed in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”)) before interest expense, income taxes, depreciation and amortization expense, and further adjusted for gains and losses from sales of depreciated operating properties, impairment write-downs of depreciated operating properties, impairment write-downs of investments in unconsolidated entities caused by a decrease in value of depreciated operating properties within the joint venture and adjustments to reflect the Company’s share of EBITDAre of investments in unconsolidated entities.

The Company believes that EBITDAre is useful to investors, creditors and rating agencies as a supplemental measure of the Company’s ability to incur and service debt because it is a recognized measure of performance by the real estate industry, and by excluding gains or losses related to sales or impairment of depreciated operating properties, EBITDAre can help compare the Company’s credit strength between periods or as compared to different companies.

Adjusted EBITDAre represents EBITDAre further adjusted for non-comparable items and is a component of the credit ratio, “Net Indebtedness Divided by Adjusted EBITDAre, normalized and annualized,” presented on page S-6, in the section titled “Selected Credit Ratios,” and it is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as income tax payments, debt service requirements, capital expenditures and other fixed charges.

Adjusted EBITDAre is an important metric in evaluating the credit strength of the Company and its ability to service its debt obligations. The Company believes that Adjusted EBITDAre is useful to investors, creditors and rating agencies because it allows investors to compare the Company’s credit strength to prior reporting periods and to other companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual credit quality.

EBITDAre and Adjusted EBITDAre are not recognized measurements under U.S. GAAP. Because not all companies use identical calculations, the Company’s presentation of EBITDAre and Adjusted EBITDAre may not be comparable to similarly titled measures of other companies.

The reconciliations of Net Income available to common stockholders to EBITDAre and Adjusted EBITDAre are presented in the table below:

(Dollars in thousands)

Three

Months Ended

September 30,

2024

Net income available to common stockholders

$

118,424

Adjustments:

Net income attributable to noncontrolling interest

7,063

Interest expense, net (1)

58,425

Depreciation and amortization

146,439

Income tax provision

106

Gain on remeasurement of co-investment

(31,583

)

Co-investment EBITDAre adjustments

26,227

EBITDAre

325,101

Realized and unrealized gains on marketable securities, net

(5,697

)

Provision for credit losses

(182

)

Equity loss from non-core co-investments

(555

)

Tax benefit on unconsolidated co-investments

(441

)

General and administrative and other, net

13,956

Insurance reimbursements and legal settlements, and other, net

(612

)

Adjusted EBITDAre

$

331,570

(1)

Interest expense, net includes items such as gains on derivatives and the amortization of deferred charges.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-17.1

E S S E X P R O P E R T Y T R U S T, I N C.

Reconciliations of Non-GAAP Financial Measures and Other Terms

Disposition Yield

Net operating income that the Company anticipates giving up in the next 12 months less an estimate of property management costs allocated to the project divided by the gross sales price of the asset.

Acquisition Yield

Net operating income that the Company expects to achieve in the next 12 months less an estimate of property management costs allocated to the project and less an estimate for capital expenditures per unit divided by the gross sales price of the asset.

Encumbered

Encumbered means any mortgage, deed of trust, lien, charge, pledge, security interest, security agreement or other encumbrance of any kind.

Funds From Operations (“FFO”) and Core FFO

FFO, as defined by NAREIT, is generally considered by industry analysts as an appropriate measure of performance of an equity REIT. Generally, FFO adjusts the net income of equity REITs for non-cash charges such as depreciation and amortization of rental properties, impairment charges, gains on sales of real estate and extraordinary items. Management considers FFO and FFO which excludes non-core items, which is referred to as “Core FFO,” to be useful supplemental operating performance measures of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate the operating performance and ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures and to pay dividends.

By excluding gains or losses related to sales of depreciated operating properties and land and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a real estate company between periods or as compared to different companies. By further adjusting for items that are not considered part of the Company’s core business operations, Core FFO allows investors to compare the core operating performance of the Company to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results.

FFO and Core FFO do not represent net income or cash flows from operations as defined by U.S. GAAP and are not intended to indicate whether cash flows will be sufficient to fund cash needs. These measures should not be considered as alternatives to net income as an indicator of the REIT’s operating performance or to cash flows as a measure of liquidity. FFO and Core FFO do not measure whether cash flow is sufficient to fund all cash needs including principal amortization, capital improvements and distributions to stockholders. FFO and Core FFO also do not represent cash flows generated from operating, investing or financing activities as defined under GAAP.

Management has consistently applied the NAREIT definition of FFO to all periods presented. However, there is judgment involved and other REITs’ calculation of FFO may vary from the NAREIT definition for this measure, and thus their disclosures of FFO may not be comparable to the Company’s calculation.

The reconciliations of diluted FFO and Core FFO are detailed on page S-3 in the section titled “Consolidated Funds From Operations”.

Interest Expense, Net

Interest expense, net is presented on page S-1 in the section titled “Consolidated Operating Results”. Interest expense, net includes items such as gains on derivatives and the amortization of deferred charges and is presented in the table below:

(Dollars in thousands)

Three

Months Ended

September 30,

2024

Nine

Months Ended

September 30,

2024

Interest expense

$

59,232

$

174,285

Adjustments:

Total return swap income

(807

)

(2,232

)

Interest expense, net

$

58,425

$

172,053

Immediately Available Liquidity

The Company’s immediately available liquidity as of October 28, 2024, consisted of the following:

(Dollars in millions)

October 28,

2024

Unsecured credit facility - committed

$

1,275

Balance outstanding

154

Undrawn portion of line of credit

$

1,121

Cash, cash equivalents & marketable securities

113

Total liquidity

$

1,234

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-17.2

E S S E X P R O P E R T Y T R U S T, I N C.

Reconciliations of Non-GAAP Financial Measures and Other Terms

Net Indebtedness Divided by Adjusted EBITDAre

This credit ratio is presented on page S-6 in the section titled “Selected Credit Ratios.” This credit ratio is calculated by dividing net indebtedness by Adjusted EBITDAre, as annualized based on the most recent quarter, and adjusted for estimated net operating income from properties acquired or disposed of during the quarter. This ratio is presented by the Company because it provides rating agencies and investors an additional means of comparing the Company’s ability to service debt obligations to that of other companies. Net indebtedness is total debt, net less unamortized premiums, discounts, debt issuance costs, unrestricted cash and cash equivalents, and marketable securities. The reconciliation of Adjusted EBITDAre is set forth in “Adjusted EBITDAre Reconciliation” on page S-17.1 The calculation of this credit ratio and a reconciliation of net indebtedness to total debt at pro rata share for co-investments, net is presented in the table below:

September 30,

(Dollars in thousands)

2024

Total consolidated debt, net

$

6,365,931

Total debt from co-investments at pro rata share

1,056,821

Adjustments:

Consolidated unamortized premiums, discounts, and debt issuance costs

29,431

Pro rata co-investments unamortized premiums, discounts,

and debt issuance costs

4,138

Consolidated cash and cash equivalents-unrestricted

(71,288

)

Pro rata co-investment cash and cash equivalents-unrestricted

(37,333

)

Marketable securities

(75,245

)

Net Indebtedness

$

7,272,455

Adjusted EBITDAre, annualized (1)

$

1,326,280

Other EBITDAre normalization adjustments, net, annualized (2)

1,513

Adjusted EBITDAre, normalized and annualized

$

1,327,793

Net Indebtedness Divided by Adjusted EBITDAre, normalized and annualized

5.5

(1)

Based on the amount for the most recent quarter, multiplied by four.

(2)

Adjustments made for properties in lease-up, acquired, or disposed during the most recent quarter and other partial quarter activity, multiplied by four.

Net Operating Income (“NOI”) and Same-Property NOI Reconciliations

NOI and same-property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s consolidated statements of income. The presentation of same-property NOI assists with the presentation of the Company’s operations prior to the allocation of depreciation and any corporate-level or financing-related costs. NOI reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual communities or groups of communities.

In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets. The Company defines same-property NOI as same-property revenues less same-property operating expenses, including property taxes. Please see the reconciliation of earnings from operations to NOI and same-property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented:

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,

(Dollars in thousands)

2024

2023

2024

2023

Earnings from operations

$

128,790

$

131,784

$

398,599

$

454,001

Adjustments:

Corporate-level property management expenses

12,150

11,504

36,004

34,387

Depreciation and amortization

146,439

137,357

431,785

410,422

Management and other fees from affiliates

(2,563

)

(2,785

)

(7,849

)

(8,328

)

General and administrative

29,067

14,611

67,374

43,735

Expensed acquisition and investment related costs

-

31

68

375

Casualty loss

-

-

-

433

Gain on sale of real estate and land

-

-

-

(59,238

)

NOI

313,883

292,502

925,981

875,787

Less: Non-same property NOI

(26,431

)

(12,390

)

(66,748

)

(40,504

)

Same-Property NOI

$

287,452

$

280,112

$

859,233

$

835,283

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-17.3

E S S E X P R O P E R T Y T R U S T, I N C.

Reconciliations of Non-GAAP Financial Measures and Other Terms

Public Bond Covenants

Public Bond Covenants refer to certain covenants set forth in instruments governing the Company’s unsecured indebtedness. These instruments require the Company to meet specified financial covenants, including covenants relating to net worth, fixed charge coverage, debt service coverage, the amounts of total indebtedness and secured indebtedness, leverage and certain investment limitations. These covenants may restrict the Company’s ability to expand or fully pursue its business strategies. The Company’s ability to comply with these covenants may be affected by changes in the Company’s operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting it. The breach of any of these covenants could result in a default under the Company’s indebtedness, which could cause those and other obligations to become due and payable.

If any of the Company’s indebtedness is accelerated, the Company may not be able to repay it. For risks related to failure to comply with these covenants, see “Item 1A: Risk Factors - Risks Related to Our Indebtedness and Financings” in the Company’s annual report on Form 10-K and other reports filed by the Company with the Securities and Exchange Commission (“SEC”).

The ratios set forth on page S-6 in the section titled “Public Bond Covenants” are provided only to show the Company’s compliance with certain specified covenants that are contained in indentures related to the Company’s issuance of Senior Notes, which indentures are filed by the Company with the SEC. See, for example, the indenture and supplemental indenture dated March 14, 2024, filed by the Company as Exhibit 4.1 and Exhibit 4.2 to the Company’s Form 8-K, filed on March 14, 2024. These ratios should not be used for any other purpose, including without limitation to evaluate the Company’s financial condition or results of operations, nor do they indicate the Company’s covenant compliance as of any other date or for any other period.

The capitalized terms in the disclosure are defined in the indentures filed by the Company with the SEC and may differ materially from similar terms used by other companies that present information about their covenant compliance.

Secured Debt

Secured Debt means debt of the Company or any of its subsidiaries which is secured by an encumbrance on any property or assets of the Company or any of its subsidiaries. The Company’s total amount of Secured Debt is set forth on page S-5.

Unencumbered NOI to Adjusted Total NOI

This ratio is presented on page S-6 in the section titled “Selected Credit Ratios”. Unencumbered NOI means the sum of NOI for those real estate assets which are not subject to an encumbrance securing debt. The ratio of Unencumbered NOI to Adjusted Total NOI for the three months ended September 30, 2024, annualized, is calculated by dividing Unencumbered NOI, annualized for the three months ended September 30, 2024 and as further adjusted for pro forma NOI for properties acquired or sold during the recent quarter, by Adjusted Total NOI as annualized. The calculation and reconciliation of NOI is set forth in “Net Operating Income (“NOI”) and Same-Property NOI Reconciliations” above. This ratio is presented by the Company because it provides rating agencies and investors an additional means of comparing the Company’s ability to service debt obligations to that of other companies.

The calculation of this ratio is presented in the table below:

(Dollars in thousands)

Annualized

Q3 ‘24 (1)

NOI

$

1,255,532

Adjustments:

NOI from real estate assets sold

-

Other, net (2)

(6,739

)

Adjusted Total NOI

1,248,793

Less: Encumbered NOI

(91,734

)

Unencumbered NOI

$

1,157,059

Encumbered NOI

$

91,734

Unencumbered NOI

1,157,059

Adjusted Total NOI

$

1,248,793

Unencumbered NOI to Adjusted Total NOI

93

%

(1)

This table is based on the amounts for the most recent quarter, multiplied by four.

(2)

Includes intercompany eliminations pertaining to self-insurance and other expenses.

See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information

S-17.4

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

0——
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

0——
Recession

recession, downturn, contraction, slowdown

1——
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

0——
Buybacks

share repurchase, buyback program

0——

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor