ESSEX PROPERTY TRUST, INC.
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 30, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-30.
0000920522-24-000092
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-30.
0000920522-25-000040
Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 84 previous paragraphs and 75 current paragraphs.
28 unchanged; 35 reworded; 11 added; 18 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
The Company’s consolidated operating communities were as follows:
Current report
Property operating expenses, excluding real estate taxes increased by $6.4 million or 8.0% to $86.0 million for the first quarter of 2025 compared to $79.6 million for the first quarter of 2024, primarily due to acquisitions in 2024 and 2025 identified in the non-same property revenues section above and the increase of Same-Property operating expenses discussed below, partially offset by dispositions in 2024 and 2025. Same-Property operating expenses, excluding real estate taxes, increased by $2.3 million or 3.0% to $78.0 million in the first quarter of 2025 compared to $75.7 million in the first quarter of 2024, primarily due to an increase of $1.6 million in utilities expenses resulting from increases in trash removal, water and sewer costs.
Current report
Gain on sale of real estate and landof $111.0 million was attributable to the disposition of Highridge.
Current report
Interest and other income decreased by $53.0 million or 92.5% to $4.3 million for the first quarter of 2025 compared to $57.3 million for the first quarter of 2024, primarily due to a decrease of $42.4 million in gains from legal settlements. During the first quarter of 2024, the Company settled two lawsuits related to construction defects at two communities and received cash recoveries of $42.5 million. The Company determined that all uncertainties were resolved upon receipt of cash and recorded a gain. There were no material gains from legal settlements during the first quarter of 2025.
Current report
Equity income from co-investments increased by $0.8 million or 6.5% to $13.2 million for the first quarter of 2025 compared to $12.4 million for the first quarter of 2024, primarily due to a $3.7 million impairment loss on one of the Company’s preferred equity investments incurred during the first quarter of 2024, with no current year equivalent and reduced equity loss from the Company’s operating co-investments. These increases were offset by $1.5 million of promote income recognized from the closing of the BEXAEW portfolio acquisition during the first quarter of 2024, with no current year equivalent and a decrease in unrealized and realized gains from non-core co-investments.
Current report
Loss on early retirement of debtof $0.8 million was due to the payoff of debt in conjunction with the disposition of Highridge.
Current report
During the three months ended March 31, 2025, the Company entered into forward sale agreements with certain financial institutions acting as forward purchasers under the 2024 ATM program with respect to 52,600 shares of common stock at an initial gross weighted average forward price of $314.06 per share, which is to be settled by September 2026.
Current report
As of March 31, 2025, $900.0 million of shares remain available to be sold under the 2024 ATM Program, pending the settlement of outstanding forward sale agreements.
Current report
As of March 31, 2025, the Company’s development pipeline was comprised of one consolidated development project of 543 apartment homes and various predevelopment projects, with total incurred costs of $96.3 million, and estimated remaining project costs of approximately $258.7 million, for total estimated project costs of $355.0 million.
Current report
(4)Includes political advocacy costs of $0.1 million and $1.9 million for the three months ended March 31, 2025 and 2024, respectively.
Current report
(5)During the three months ended March 31, 2024, the Company settled two lawsuits related to construction defects at two communities and received cash recoveries of $42.5 million. The Company determined that all uncertainties were resolved upon receipt of cash and recorded a gain which was excluded from Core FFO. There were no material gains from legal settlements during the three months ended March 31, 2025.
Removed paragraphs (18)
Previous report
The Company’s consolidated apartment communities are as follows:
Previous report
The Company is emerging from restrictions resulting from the COVID-19 pandemic and continues to comply with the stated intent of local, county, state and federal laws, some of which limit rent increases during times of emergency and impair the ability to collect unpaid rent during certain timeframes and in various regions in which our communities are located, impacting the Company and its properties. Concurrently, geopolitical tensions and regional conflicts have increased uncertainty during 2023 and 2024. Inflation has caused an increase in consumer prices, thereby reducing purchasing power and elevating the risks of a recession. In response to increased inflation, the U.S. Federal Reserve raised the federal funds rate throughout 2022 and 2023 resulting in a significant increase of market interest rates. In the third quarter of 2024, the U.S. Federal Reserve lowered the federal funds rate in conjunction with the softening of U.S. inflation and short term market interest rates have declined.
Previous report
The Company's cash delinquencies as a percentage of scheduled rental income for the Company’s stabilized apartment communities or "Same-Property" (stabilized properties consolidated by the Company for the quarters ended September 30, 2024 and 2023) have generally remained higher than the pre-pandemic historical average of 0.35% since the second quarter of 2020. Cash delinquencies were elevated at 2.0% for the three months ended September 30, 2023 and has decreased to 0.7% for the three months ended September 30, 2024. Delinquency benefited slightly from Emergency Rental Assistance payments of $0.3 million for the three months ended September 30, 2023 compared to payments of $0.2 million for the three months ended September 30, 2024; however, current tenant delinquencies remained above pre-pandemic levels. The Company continues to work with residents to collect such cash delinquencies. As of September 30, 2024, the delinquencies have not had a material adverse impact on the Company's liquidity position.
Previous report
Non-Same Property Revenues increased by $17.8 million or 104.2% to $34.9 million in the third quarter of 2024 from $17.1 million in the third quarter of 2023. The increase was primarily due to the acquisitions of the BEXAEW portfolio, ARLO Mountain View, Maxwell Sunnyvale, Patina at Midtown, and Century Towers in 2024.
Previous report
Property operating expenses, excluding real estate taxes increased by $8.3 million or 10.8% to $85.3 million for the third quarter of 2024 compared to $77.0 million for the third quarter of 2023, primarily due to increases of $4.1 million in utilities expenses, $2.0 million in personnel costs, $1.4 million in administrative expenses, and $0.8 million in maintenance
Previous report
and repairs expenses. Same-Property operating expenses, excluding real estate taxes, increased by $5.5 million or 7.4% to $80.2 million in the third quarter of 2024 compared to $74.7 million in the third quarter of 2023, primarily due to increases of $2.6 million in utilities expenses, $1.3 million in insurance and other expenses, $1.1 million in personnel costs, $0.3 million in administrative expenses, and $0.2 million in maintenance and repairs expenses.
Previous report
Interest and other income increased by $7.0 million or 159.1% to $11.4 million for the third quarter of 2024 compared to $4.4 million for the third quarter of 2023, primarily due to an increase of $10.3 million in realized and unrealized gains on marketable securities, net, offset by a decrease of $3.8 million in interest income.
Previous report
Equity income from co-investments increased by $0.9 million or 8.4% to $11.6 million for the third quarter of 2024 compared to $10.7 million for the third quarter of 2023, primarily due to a decrease of $2.4 million in equity loss from co-investments, offset by a decrease of $1.4 million in income from preferred equity investments.
Previous report
Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023
Previous report
The Company's average financial occupancy for its stabilized apartment communities or "Same-Property" (stabilized properties consolidated by the Company for the nine months ended September 30, 2024 and 2023) was 96.2% and 96.6% for the nine months ended September 30, 2024 and 2023, respectively.
Previous report
Same-Property Revenues increased by $41.3 million or 3.5% to $1.2 billion for the nine months ended September 30, 2024 from $1.2 billion for the nine months ended September 30, 2023. The increase was primarily attributable to an increase of 1.9% in average rental rates from $2,598 per apartment home for the nine months ended September 30, 2023 to $2,648 per apartment home for the nine months ended September 30, 2024 and 1.1% of the increase was attributable to a decrease in delinquencies for the nine months ended September 30, 2024 compared to nine months ended September 30, 2023.
Previous report
Non-Same Property Revenues increased by $31.5 million or 57.0% to $86.8 million for the nine months ended September 30, 2024 from $55.3 million for the nine months ended September 30, 2023. The increase was primarily due to acquisitions of Hacienda at Camarillo Oaks in the second quarter of 2023, as well as the acquisitions of the BEXAEW portfolio, ARLO Mountain View, Maxwell Sunnyvale, Patina at Midtown, and Century Towers in 2024.
Previous report
Property operating expenses, excluding real estate taxes increased by $18.3 million or 8.1% to $243.0 million for the nine months ended September 30, 2024 compared to $224.7 million for the nine months ended September 30, 2023, primarily due to increases of $8.2 million in utilities expenses, $5.6 million in administrative expenses, and $4.0 million in personnel costs, and $0.4 million in maintenance and repairs expenses. Same-Property operating expenses, excluding real estate taxes, increased by $14.3 million or 6.6% to $231.5 million for the nine months ended September 30, 2024 compared to $217.2 million for the nine months ended September 30, 2023, primarily due to increases of $5.8 million in utilities expenses, $5.5 million in insurance and other expenses, $2.4 million in personnel costs, and $1.1 million in administrative expenses. These increases were offset by a decrease of $0.5 million in maintenance and repairs expenses.
Previous report
Real estate taxes increased by $4.4 million or 3.2% to $143.2 million for the nine months ended September 30, 2024 compared to $138.8 million for the nine months ended September 30, 2023, primarily due to increases in tax rates in California and the Seattle Metro region and due to the purchase of Hacienda at Camarillo Oaks in 2023 and acquisitions in 2024. Same-Property real estate taxes increased by $3.0 million or 2.3% to $134.6 million for the nine months ended September 30, 2024 compared to $131.6 million for the nine months ended September 30, 2023, primarily due to increases in tax rates in California and the Seattle Metro region.
Previous report
Depreciation and amortization expense increased by $21.4 million or 5.2% to $431.8 million for the nine months ended September 30, 2024 compared to $410.4 million for the nine months ended September 30, 2023, primarily due to the purchase of Hacienda at Camarillo Oaks in 2023 and acquisitions in 2024. These increases were offset by the sale of CBC and The Sweeps in the first quarter of 2023.
Previous report
Interest and other income increased by $49.2 million or 169.1% to $78.3 million in income for the nine months ended September 30, 2024 compared to $29.1 million for the nine months ended September 30, 2023, primarily due to increases of $34.8 million in legal settlements, $7.1 million in interest income, and $6.4 million in realized and unrealized gains on marketable securities.
Previous report
Equity income from co-investments decreased by $0.1 million or 0.3% to $33.7 million for the nine months ended September 30, 2024 compared to $33.8 million for the nine months ended September 30, 2023, primarily due to $3.7 million of impairment loss from an unconsolidated co-investment, and decreases of $4.4 million in income from preferred equity investments, including income from early redemption of preferred equity investments, and $0.7 million in insurance reimbursements, legal settlements, and other, net. The decreases were partially offset by increases of $4.9 million in equity income from non-core technology co-investments, $1.5 million in co-investment promote income, and a decrease of $2.4 million in equity loss from co-investments.
Previous report
(4) Includes legal settlement gains of $42.5 million and $7.7 million for the nine months ended September 30, 2024 and 2023, respectively.
Reworded paragraphs (35)
Previous wording
Essex is a self-administered and self-managed REIT that acquires, develops, redevelops, and manages apartment communities in selected residential areas located on the West Coast of the United States. Essex owns all of its interests in its real estate investments, directly or indirectly through the Operating Partnership. Essex is the sole general partner of the Operating Partnership and, as of September 30, 2024, had an approximately 96.5% general partnership interest in the Operating Partnership.
Current wording
Essex is a self-administered and self-managed REIT that acquires, develops, redevelops, and manages apartment communities in selected residential areas located on the West Coast of the United States. Essex owns all of its interests in its real estate investments, directly or indirectly through the Operating Partnership. Essex is the sole general partner of the Operating Partnership and, as of March 31, 2025, had an approximately 96.6% general partner interest in the Operating Partnership.
Previous wording
As of September 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 two operating commercial buildings.
Current wording
As of March 31, 2025, the Company owned or had ownership interests in 258 operating apartment communities, comprising 62,772 apartment homes, excluding the Company’s ownership in preferred equity co-investments, loan investments, two operating commercial buildings, a development pipeline comprised of one consolidated project and various predevelopment projects.
Previous wording
The Company’s apartment communities are located in the following major regions:
Current wording
The Company’s apartment communities are predominantly located in the following major regions:
Previous wording
Co-investments, including Wesco I, Wesco III, Wesco IV, Wesco V, Wesco VI, BEX II, BEX IV and 500 Folsom communities, developments under construction, and preferred equity interest co-investment communities are not included in the table presented above for both periods. The communities previously held in the BEXAEW, Patina at Midtown, and Century Towers co-investments, which were consolidated in 2024, are excluded from the September 30, 2023 table but included in the September 30, 2024 table.
Current wording
Co-investments, including Wesco I, Wesco III, Wesco IV, Wesco V, Wesco VI, BEX IV and other co-investments, developments under construction, and preferred equity interest co-investment communities are not included in the table presented above for both periods. The communities previously held in the BEXAEW, BEX II, Patina at Midtown, and Century Towers co-investments, which were consolidated in 2024, are excluded from the table as of March 31, 2024 but included in the table as of March 31, 2025.
Previous wording
The long-term impact of these developments will largely depend on future laws that may be enacted, the impact on job growth and the broader economy, and reactions by consumers, companies, governmental entities and capital markets.
Current wording
Recently, domestic policy actions, including tariff discussions, as well as continuing geopolitical tensions and regional conflicts have increased uncertainty. The long-term impact of these developments on our company will largely depend on the impact on job growth, inflation, the broader economy, and reactions by consumers, companies, governmental entities and capital markets.
Previous wording
The foregoing macroeconomic conditions have not negatively impacted the Company's ability to access traditional funding sources on the same or reasonably similar terms as were available in recent periods prior to the pandemic. The Company is not at material risk of not meeting the covenants in its credit agreements and is able to timely service its debt and other obligations.
Current wording
The foregoing macroeconomic conditions have not negatively impacted the Company’s ability to access traditional funding sources which have been historically available to it. The Company is not at material risk of not meeting the covenants in its credit agreements and is able to timely service its debt and other obligations.
Previous wording
The average financial occupancy for the Company’s Same-Property portfolio was 96.2% and 96.4% for the three months ended September 30, 2024 and 2023, respectively. 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. The Company believes that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant apartment home at its estimated market rate.
Current wording
The average financial occupancy for the Company’s 2025 Same-Property portfolio (stabilized properties consolidated by the Company for the quarters ended March 31, 2025 and 2024) was 96.3% for both the three months ended March 31, 2025 and 2024. 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. The Company believes that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant apartment home at its estimated market rate.
Previous wording
The regional breakdown of the Company’s Same-Property portfolio for financial occupancy for the three months ended September 30, 2024 and 2023 is as follows:
Current wording
The regional breakdown of the Company’s Same-Property portfolio for financial occupancy for the three months ended March 31, 2025 and 2024 was as follows:
Previous wording
The following table provides a breakdown of revenues amounts, including revenues attributable to the Same-Properties:
Current wording
The following table provides a breakdown of property revenue amounts, including the revenues attributable to the Same-Properties ($ in thousands):
Previous wording
Same-Property Revenues increased by $13.9 million or 3.5% to $413.2 million for the third quarter of 2024 from $399.3 million for the third quarter of 2023. The increase was primarily attributable to an increase of 1.8% in average rental rates from $2,623 per apartment home for the third quarter of 2023 to $2,669 per apartment home for the third quarter of 2024, and 1.3% of the increase was attributable to a decrease in delinquencies for the third quarter of 2024 compared to the third quarter of 2023.
Current wording
Same-Property Revenues increased by $13.6 million or 3.4% to $409.1 million for the first quarter of 2025 from $395.6 million for the first quarter of 2024. The increase was primarily attributable to an increase of 2.1% in average rental rates from $2,612 per apartment home for the first quarter of 2024 to $2,667 per apartment home for the first quarter of 2025. Additionally, 0.7% of the increase is attributable to a decrease in delinquencies and 0.2% of the increase is attributable to a decrease in cash concessions for the first quarter of 2025 compared to the first quarter of 2024.
Previous wording
Gain on remeasurement of co-investmentof $169.9 million resulted from the Company's acquisition of its joint venture partner's interests in the BEXAEW portfolio, Patina at Midtown and Century Towers.
Current wording
Non-Same Property Revenues increased by $24.3 million or 84.9% to $52.9 million in the first quarter of 2025 from $28.6 million in the first quarter of 2024. The increase was primarily due to the acquisitions of The Plaza, One Hundred Grand, ROEN Menlo Park and the consolidation of Artizan in 2025, as well as ARLO Mountain View, Maxwell Sunnyvale, and Beaumont, along with the Company’s acquisition of its joint venture partner’s interests in the BEXAEW and BEX II portfolios, Patina at Midtown, and Century Towers in 2024. The increases were partially offset by the sale of Highridge in 2025 and Hillsdale Garden in 2024.
Previous wording
Real estate taxes increased by $2.1 million or 4.5% to $49.0 million for the third quarter of 2024 compared to $46.9 million for the third quarter of 2023, primarily due to increases in tax rates in California and the Seattle Metro region and due to acquisitions in 2024. Same-Property real estate taxes increased by $1.0 million or 2.3% to $45.5 million for the third quarter of 2024 compared to $44.5 million for the third quarter of 2023 primarily due to increases in tax rates in California and the Seattle Metro region.
Current wording
Real estate taxes increased by $5.7 million or 12.2% to $52.6 million for the first quarter of 2025 compared to $46.9 million for the first quarter of 2024, primarily due to acquisitions in 2024 and 2025 identified in the non-same property revenues section above and estimated 2025 increases in real estate taxes in California and the Seattle Metro region. Same-Property real estate taxes increased by $2.2 million or 5.0% to $46.3 million for the first quarter of 2025 compared to $44.1 million for the first quarter of 2024 primarily due to estimated increases in real estate taxes in California and the Seattle Metro region for 2025.
Previous wording
Depreciation and amortization expense increased by $9.0 million or 6.6% to $146.4 million for the third quarter of 2024 compared to $137.4 million for the third quarter of 2023, primarily due to acquisitions in 2024.
Current wording
Depreciation and amortization expense increased by $11.6 million or 8.3% to $151.3 million for the first quarter of 2025 compared to $139.7 million for the first quarter of 2024, primarily due to acquisitions in 2025 and 2024 identified in the non-same property revenues section above. The increase was partially offset by dispositions in 2025 and 2024.
Previous wording
Interest expense increased by $5.0 million or 9.2% to $59.2 million for the third quarter of 2024 compared to $54.2 million for the third quarter of 2023, primarily due to the $298.0 million of 10-year secured loans closed in July 2023, the issuance in March 2024 and August 2024 of $550.0 million senior unsecured notes due April 2034, and increased borrowing on the two unsecured lines of credit which resulted in an increase in interest expense of $9.0 million for the third quarter of 2024. Additionally, there was a $0.2 million decrease in capitalized interest in the third quarter of 2024, due to a decrease in development activity as compared to the same period in 2023. These increases to interest expense were partially offset by various debt that was paid off, matured, or due to regular principal amortization during and after the third quarter of 2023, primarily due to the payoff of the $300.0 million of senior unsecured notes due May 1, 2023 and the $400.0 million of senior unsecured notes due May 1, 2024, which resulted in a decrease in interest expense of $4.1 million for the third quarter of 2024.
Current wording
Interest expense increased by $6.8 million or 12.2% to $62.7 million for the first quarter of 2025 compared to $55.9 million for the first quarter of 2024, primarily due to the issuance in March 2024 and August 2024 of $550.0 million senior unsecured notes due April 2034, the issuance in February 2025 of $400.0 million senior unsecured notes due April 2035, and increased borrowing during the quarter on the two unsecured lines of credit which resulted in an increase in interest expense of $11.9 million for the first quarter of 2025. These increases to interest expense were partially offset by various debt that was paid off, matured, or regular principal amortization during and after the first quarter of 2024, but primarily due to the payoff of $400.0 million of senior unsecured notes due May 1, 2024, which resulted in a decrease in interest expense of $4.4 million for the first quarter of 2025. Additionally, there was a $0.7 million increase in capitalized interest in the first quarter of 2025, due to an increase in development activity as compared to the same period in 2024.
Previous wording
Gain on remeasurement of co-investmentof $31.6 million resulted from the Company's acquisition of its joint venture partner's interests in Patina at Midtown and Century Towers.
Current wording
Gain on remeasurement of co-investmentof $0.3 million resulted from the Company’s consolidation of its investment in Artizan.
Previous wording
As of September 30, 2024, the Company had $71.3 million of unrestricted cash and cash equivalents and $75.2 million in marketable securities, all of which were equity securities. The Company believes that cash flows generated by its operations, existing cash and cash equivalents, marketable securities balances and availability under existing lines of credit are sufficient to meet all of its anticipated cash needs during the next twelve months. Additionally, the capital markets continue to be available and the Company is able to generate cash from the disposition of real estate assets to finance additional cash flow needs, including continued development and select acquisitions. In the event that economic disruptions occur, the Company may further utilize other resources such as its cash reserves, lines of credit, or decreased investment in redevelopment activities to supplement operating cash flows. The Company is carefully monitoring and managing its cash position in light of ongoing conditions and levels of operations. The timing, source and amounts of cash flows provided by financing activities and used in investing activities are sensitive to changes in interest rates and other fluctuations in the capital markets environment, which can affect the Company's plans for acquisitions, dispositions, development and redevelopment activities.
Current wording
As of March 31, 2025, the Company had $98.7 million of unrestricted cash and cash equivalents and $76.0 million in marketable securities, all of which were equity securities or available for sale debt securities. The Company believes that cash flows generated by its operations, existing cash and cash equivalents, marketable securities balances and availability under existing lines of credit are sufficient to meet all of its anticipated cash needs during the next twelve months. Additionally, the capital markets continue to be available and the Company is able to generate cash from the disposition of real estate assets to finance additional cash flow needs, including continued development and select acquisitions. In the event that economic disruptions occur, the Company may further utilize other resources such as its cash reserves, lines of credit, or decreased investment in redevelopment activities to supplement operating cash flows. The timing, source and amounts of cash flows provided by or used in financing activities and investing activities are sensitive to changes in interest rates and other fluctuations in the capital markets environment, which can affect the Company’s plans for acquisitions, dispositions, development and redevelopment activities.
Previous wording
As of September 30, 2024, Moody’s Investor Service, and Standard and Poor's credit agencies rated the Company and the Operating Partnership, Baa1/Stable, and BBB+/Stable, respectively.
Current wording
As of March 31, 2025, Moody’s Investor Service, and Standard and Poor’s credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable, and BBB+/Stable, respectively.
Previous wording
As of September 30, 2024, the Company had two unsecured lines of credit aggregating $1.28 billion. As of September 30, 2024, there was no outstanding balance on the Company's $1.2 billion unsecured line of credit. The underlying interest rate is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the Company's sustainability metric adjustment feature, and was at the Adjusted SOFR plus 0.765% as of September 30, 2024. This facility is scheduled to mature in January 2029, with two six-month extensions, exercisable at the Company's option. As of September 30, 2024, there was $7.9 million outstanding balance on the Company's $75.0 million working capital unsecured line of credit. The underlying interest rate on the $75.0 million line is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the Company's sustainability metric adjustment feature, and was at the Adjusted SOFR plus 0.765% as of September 30, 2024. This facility is scheduled to mature in July 2026.
Current wording
As of March 31, 2025, the Company had two unsecured lines of credit aggregating $1.28 billion. As of March 31, 2025, there was no outstanding balance on the Company’s $1.2 billion unsecured line of credit. The underlying interest rate is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the Company’s sustainability metric adjustment feature, and was at the Adjusted SOFR plus 0.765% as of March 31, 2025. This facility is scheduled to mature in January 2029, with two six-month extensions, exercisable at the Company’s option. As of March 31, 2025, there was no outstanding balance on the Company’s $75.0 million working capital unsecured line of credit. The underlying interest rate on the $75.0 million line is based on a tiered rate structure tied to the Company’s credit ratings, adjusted for the Company’s sustainability metric adjustment feature, and was at the Adjusted SOFR plus 0.765% as of March 31, 2025. This facility is scheduled to mature in July 2026.
Previous wording
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. The Company used the net proceeds of this offering to repay debt maturities, including to fund a portion of the repayment of its outstanding 3.875% senior unsecured notes due May 2024 and for other general corporate and working capital purposes. In August 2024, the Operating Partnership issued an additional $200.0 million of the 2034 Notes at a price of 102.871% of the principal amount, plus accrued interest from and including March 2024, up to, but excluding, the settlement date of August 21, 2024, with an effective yield of 5.110% per annum. These additional notes have substantially identical terms of the 2034 Notes issued in March 2024.
Current wording
In February 2025, the Operating Partnership issued $400.0 million of senior unsecured notes due on April 1, 2035 with a coupon rate of 5.375% per annum (the “2035 Notes”), which are payable on April 1 and October 1 of each year, beginning on October 1, 2025. The 2035 Notes were offered to investors at a price of 99.604% of the principal amount. The 2035 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex. The proceeds were used to repay the Company’s $500.0 million senior unsecured notes at maturity in April 2025.
Previous wording
In August 2024, the Company entered into a new equity distribution agreement pursuant to which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $900.0 million (the "2024 ATM Program"). In connection with the 2024 ATM Program, the Company may also enter into related forward sale agreements whereby, at the Company's discretion, it may sell shares of its common stock under the 2024 ATM Program under forward sale agreements. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receipt of the proceeds from the sale of shares until a later date.
Current wording
In August 2024, the Company entered into a new equity distribution agreement pursuant to which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $900.0 million (the “2024 ATM Program”). In connection with the 2024 ATM Program, the Company may also enter into related forward sale agreements whereby, at the Company’s discretion, it may sell shares of its common stock under the 2024 ATM Program under forward sale agreements. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receipt of the proceeds from the sale of shares until a later date. Furthermore, it would permit the Company, at its election, to settle the agreements by issuing common stock in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the agreements in whole or in part through the delivery or receipt of common stock or cash. Issuances of shares under these forward sale agreements are classified as equity transactions. Accordingly, no amounts relating to the forward sale agreements are recorded in the condensed consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the condensed consolidated financial statements is the inclusion of incremental shares, if any, within the calculation of diluted earnings per share and diluted earnings per unit using the treasury stock method. The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current overnight federal funds rate and the amount of dividends paid to holders of the Company’s common stock over the term of the forward sale agreement.
Previous wording
The 2024 ATM Program replaced the prior equity distribution agreement entered into in September 2021 (the "2021 ATM Program"), which was terminated upon the establishment of the 2024 ATM Program. During the nine months ended September 30, 2024, the Company did not sell any shares of its common stock through the 2024 ATM Program or the 2021 ATM Program. As of September 30, 2024, there are no outstanding forward purchase agreements, and $900.0 million of shares remains available to be sold under the 2024 ATM Program.
Current wording
The 2024 ATM Program replaced the prior equity distribution agreement entered into in September 2021 (the “2021 ATM Program”), which was terminated upon the establishment of the 2024 ATM Program.
Previous wording
In December 2015, the Company’s Board of Directors authorized a stock repurchase plan to allow the Company to acquire shares in an aggregate of up to $250.0 million. In February 2019, the Board of Directors approved the replenishment of the stock repurchase plan such that, as of each date, the Company had $250.0 million of purchase authority remaining under the stock repurchase plan. In each of May and December 2020, the Board of Directors approved the replenishment of the stock repurchase plan such that, as of such date, the Company had $250.0 million of purchase authority remaining under the replenished plan. In September 2022, the Company's Board of Directors approved a new stock repurchase plan to allow the Company to acquire shares of common stock up to an aggregate value of $500.0 million. The plan supersedes the Company's previous common stock repurchase plan announced in December 2015. During the nine months ended September 30, 2024, the Company did not repurchase any shares and as of September 30, 2024, the Company had $302.7 million of purchase authority remaining under its $500.0 million stock repurchase plan.
Current wording
In September 2022, the Company announced that its Board of Directors approved a new stock repurchase plan, without an expiration date, to allow the Company to acquire shares of common stock up to an aggregate value of $500.0 million. During the three months ended March 31, 2025, the Company did not repurchase any shares and as of March 31, 2025, the Company had $302.7 million of purchase authority remaining under its $500.0 million stock repurchase plan.
Previous wording
Essex pays quarterly dividends from cash available for distribution. Until it is distributed, cash available for distribution is invested by the Company primarily in investment grade securities held available for sale or is used by the Company to reduce balances outstanding under its line of credit.
Current wording
Essex pays quarterly dividends from cash available for distribution. Until it is distributed, cash available for distribution is invested by the Company primarily in investment grade securities held available for sale or is used by the Company to reduce balances outstanding under its lines of credit.
Previous wording
The Company defines predevelopment projects as proposed communities in negotiation or in the entitlement process with an expected high likelihood of becoming entitled development projects. The Company may also acquire land for future development purposes or sale.
Current wording
The Company defines development projects as new communities that are being constructed, or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations. The Company defines predevelopment projects as proposed communities in negotiation or in the entitlement process with an expected high likelihood of becoming entitled development projects. The Company may also acquire land for future development purposes or sale.
Previous wording
The Company utilizes co-investments as an alternative source of capital for acquisitions of both operating and development communities. The Company had an interest in 8,565 apartment homes of operating communities with joint ventures and technology co-investments for a total book value of $409.3 million as of September 30, 2024.
Current wording
The Company utilizes co-investments as an alternative source of capital for acquisitions of both operating and development communities. The Company had an interest in 7,694 apartment homes in operating communities with joint ventures and technology co-investments for a total book value of $369.3 million as of March 31, 2025.
Previous wording
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. The Company defines critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. The Company’s critical accounting estimates relate principally to the following key areas: (i) accounting for the acquisition of investments in real estate; and (ii) evaluation of events and changes in circumstances indicating whether the Company’s rental properties may be impaired. The Company bases its estimates on historical experience, current market conditions, and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates made by management.
Current wording
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. The Company defines critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. The Company’s critical accounting estimates relate principally to the following key areas: (i) accounting for the acquisition of investments in real estate; and (ii) evaluation of events and changes in circumstances indicating that the carrying value of any of the Company’s rental properties may not be recoverable.
Previous wording
Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this quarterly report on Form 10-Q which are not historical facts may be considered 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 expected operating performance and results, property stabilizations, property acquisition and disposition activity, joint venture and co-investment activity, development and redevelopment activity and other capital expenditures, capital raising and financing activity, revenue and expense growth, financial occupancy, interest rate and other economic expectations.
Current wording
Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report on Form 10-Q which are not historical facts may be considered 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, 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 expected operating performance and results, qualification as a REIT under the Internal Revenue Code of 1986, as amended, property stabilizations, property acquisition and disposition activity, joint venture and co-investment activity, development and redevelopment activity and other capital expenditures, capital raising and financing activity, revenue and expense growth, financial occupancy, interest rate and other economic expectations, included estimated remaining and total project costs related to the Company’s development pipeline.
Previous wording
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 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: 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 impact of inflation on consumer prices with associated reduction in purchasing power and increased risk of recession; the economic effects of the COVID-19 pandemic; whether and for how long the Company’s cash delinquencies will remain elevated as a result of the impact of the COVID-19 pandemic; the terms of any refinancing may not be as favorable as the terms of existing indebtedness; the Company may be unable to maintain its 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 required for 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 this quarterly report on Form 10-Q, in the Company's annual report on Form 10-K for the year ended December 31, 2023, and those risk factors and special consi…
Excerpt shortened here; the source contains the full paragraph.
Current wording
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 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: the short and long-term impact of the January 2025 California wildfires, including in relation to regulation, insurance, tenant demand and other factors; 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, including from tariffs imposed by the current presidential administration and the threat of such tariffs; 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 its 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, including potential delays due to supply shortages related to tariffs and/or labor shortages related to deportations or threat of deportations; 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 this quarterly report on Form 10-Q, in the Company’s annual…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
In calculating FFO, the Company follows the definition for this measure published by the National Associate of Real Estate Investment Trusts ("NAREIT"), which is the leading REIT industry association. The Company believes that, under the NAREIT FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. The Company agrees that these two NAREIT adjustments are useful to investors for the following reasons:
Current wording
In calculating FFO, the Company follows the definition for this measure published by NAREIT, which is the leading REIT industry association. The Company believes that, under the NAREIT FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. The Company agrees that these two NAREIT adjustments are useful to investors for the following reasons:
Previous wording
The table below is a reconciliation of net income available to common stockholders to FFO and Core FFO for the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per share amounts):
Current wording
The table below is a reconciliation of net income available to common stockholders to FFO and Core FFO for the periods presented ($ in thousands, except per share amounts):
Previous wording
(1) 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.
Current wording
(1)The Company consolidates certain co-investments. The noncontrolling interest’s share of net operating income in these investments for the three months ended March 31, 2025 and 2024 was $0.1 million and $0.9 million, respectively.
Previous wording
(2) Represents tax related to net unrealized gains or losses on technology co-investments.
Current wording
(2)Represents tax related to net unrealized gains or losses on technology co-investments.
Previous wording
(3) Represents the Company's share of co-investment income or loss from technology co-investments.
Current wording
(3)Represents the Company’s share of co-investment income or loss from technology co-investments.
Previous wording
(5) 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.
Current wording
(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.
Previous wording
Net operating income ("NOI") and Same-Property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s condensed 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 ($ in thousands):
Current wording
Net operating income (“NOI”) and Same-Property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s condensed consolidated statements of income and comprehensive 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 ($ in thousands):
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During the three months ended March 31, 2025, the Company did not sell any shares of its common stock through the 2024 ATM Program.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The regional breakdown of the Company's Same-Property portfolio for financial occupancy for the nine months ended September 30, 2024 and 2023 is as follows:
Previous report — wording carried elsewhere
Interest expense increased by $16.5 million or 10.5% to $174.3 million for the nine months ended September 30, 2024 compared to $157.8 million for the nine months ended September 30, 2023, primarily due to borrowing on the $300.0 million unsecured term loan in April 2023, the $298.0 million of 10-year secured loans closed in July 2023, the issuance in March 2024 and August 2024 of $550.0 million senior unsecured notes due April 2034, and increased borrowing on the two unsecured lines of credit which resulted in an increase in interest expense of $26.2 million for the nine months ended September 30, 2024. Additionally, there was a $0.5 million decrease in capitalized interest in the nine months ended September 30, 2024, due to a decrease in development activity as compared to the same period in 2023. These increases to interest expense were partially offset by various debt that was paid off, matured, or due to regular principal amortization during and after the nine months ended September 30, 2023, primarily due to the payoff of the $300.0 million of senior unsecured notes due May 1, 2023 and the $400.0 million of senior unsecured notes due May 1, 2024, which resulted in a decrease in interest expense of $10.2 million for the third quarter of 2024.
Previous report — wording carried elsewhere
The Company defines development projects as new communities that are being constructed, or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations. As of September 30, 2024, the Company’s development pipeline was comprised of various consolidated predevelopment projects, with total incurred costs of $25.1 million.