ESSEX PROPERTY TRUST, INC.
For the period ended May 14, 2024. Filed Mar 28, 2024.
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May 14, 2024 · Filed Mar 28, 2024
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Contents
Appendix A
Definitions and Reconciliation of Non-GAAP Financial Measures
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.
| 76 | ESSEX Property Trust, Inc. 2024 Proxy Statement |
The following table sets forth the Company’s calculation of diluted FFO and Core FFO for the twelve months ended December 31, 2023 and 2022.
| · Consolidated Funds From Operations (Dollars in thousands, except share and per share amounts and in footnotes) · · · Twelve Months Ended December 31, · · · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · 2023 · · · 2022 · · · % Change · | |||||||||||
| · Funds from operations attributable to common stockholders and unitholders (FFO) · · · · · · · | |||||||||||
| | Net income available to common stockholders | | | $405,825 | | | $408,315 | | | | |
| | Adjustments: | | | | | | | | |||
| | Depreciation and amortization | | | 548,438 | | | 539,319 | | | | |
| | Gains not included in FFO | | | (59,238) | | | (111,839) | | | | |
| | Casualty loss | | | 433 | | | — | | | | |
| | Impairment loss from unconsolidated co-investments | | | 33,700 | | | 2,105 | | | | |
| | Depreciation and amortization from unconsolidated co-investments | | | 71,745 | | | 72,585 | | | | |
| | Noncontrolling interest related to Operating Partnership units | | | 14,284 | | | 14,297 | | | | |
| | Depreciation attributable to third party ownership and other(1) | | | (1,474) | | | (1,421) | | | | |
| | Funds from operations attributable to common stockholders and unitholders | | | $1,013,713 | | | $923,361 | | | | |
| | FFO per share-diluted | | | $15.24 | | | $13.70 | | | 11.2% | |
| | | | | | | | | ||||
| | Components of the change in FFO | | | | | | | | |||
| | Non-core items: | | | | | | | | |||
| | Expensed acquisition and investment related costs | | | $595 | | | $2,132 | | | | |
| | Tax expense (benefit) on unconsolidated co-investments(2) | | | 697 | | | (10,236) | | | | |
| | Realized and unrealized (gains) losses on marketable securities, net | | | (10,006) | | | 45,547 | | | | |
| | Provision for credit losses | | | 70 | | | (381) | | | | |
| | Equity (income) loss from non-core co-investments(3) | | | (1,685) | | | 38,045 | | | | |
| | Loss on early retirement of debt, net | | | — | | | 2 | | | | |
| | Loss on early retirement of debt from unconsolidated co-investments | | | — | | | 988 | | | | |
| | Co-investment promote income | | | — | | | (17,076) | | | | |
| | Income from early redemption of preferred equity investments and notes receivable | | | (285) | | | (1,669) | | | | |
| | General and administrative and other, net | | | 6,629 | | | 2,536 | | | | |
| | Insurance reimbursements, legal settlements, and other, net | | | (9,821) | | | (5,392) | | | | |
| | Core funds from operations attributable to common stockholders and unitholders | | | $999,907 | | | $977,857 | | | | |
| | Core FFO per share-diluted | | | $15.03 | | | $14.51 | | | 3.6% | |
| | | | | | | | | ||||
| | Weighted average number of shares outstanding diluted(4) | | | 66,514,456 | | | 67,374,526 | | | | |
| (1) | The Company consolidates certain co-investments. The noncontrolling interest's share of net operating income in these investments for the twelve months ended December 31, 2023 was $3.3 million. |
| (2) | Represents tax related to net unrealized gains or losses on technology co-investments. |
| (3) | Represents the Company's share of co-investment income or loss from technology co-investments. |
| (4) | 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. |
| ESSEX Property Trust, Inc. 2024 Proxy Statement | 77 |
|---|
EBITDAre and Adjusted EBITDAre
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. 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,” 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 December 31, 2023 | |
|---|---|---|---|---|---|
| · · · | |||||
| | Net income available to common stockholders | | | $65,391 | |
| | Adjustments: | | | | |
| | Net income attributable to noncontrolling interest | | | 4,958 | |
| | Interest expense, net(1) | | | 54,495 | |
| | Depreciation and amortization | | | 138,016 | |
| | Income tax provision | | | 48 | |
| | Impairment loss from unconsolidated co-investment | | | 33,700 | |
| | Co-investment EBITDAre adjustments | | | 31,363 | |
| | EBITDAre | | | 327,971 | |
| | | | | ||
| | Realized and unrealized gains on marketable securities, net | | | (5,712) | |
| | Provision for credit losses | | | 19 | |
| | Equity income from non-core co-investments | | | (263) | |
| | Tax benefit on unconsolidated co-investments | | | (540) | |
| | General and administrative and other, net | | | 4,059 | |
| | Insurance reimbursements and legal settlements, net | | | (739) | |
| | Expensed acquisition and investment related costs | | | 220 | |
| | Adjusted EBITDAre | | | $325,015 | |
| (1) | Interest expense, net includes items such as gains on derivatives and the amortization of deferred charges. |
| 78 | ESSEX Property Trust, Inc. 2024 Proxy Statement |
Net Indebtedness Divided by Adjusted EBITDAre
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 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:
| | (Dollars in thousands) | | | December 31, 2023 | |
|---|---|---|---|---|---|
| · · · | |||||
| | Total consolidated debt, net | | | $6,205,735 | |
| | Total debt from co-investments at pro rata share | | | 1,325,612 | |
| | Adjustments: | | | | |
| | Consolidated unamortized premiums, discounts, and debt issuance costs | | | 34,057 | |
| | Pro rata co-investments unamortized premiums, discounts, and debt issuance costs | | | 5,226 | |
| | Consolidated cash and cash equivalents-unrestricted | | | (391,749) | |
| | Pro rata co-investment cash and cash equivalents-unrestricted | | | (35,147) | |
| | Marketable securities | | | (92,808) | |
| | Net Indebtedness | | | $7,050,926 | |
| | Adjusted EBITDAre, annualized(1) | | | $1,300,060 | |
| | Other EBITDAre normalization adjustments, net, annualized(2) | | | (2,332) | |
| | Adjusted EBITDAre, normalized and annualized | | | $1,297,728 | |
| | | | | ||
| | Net Indebtedness Divided by Adjusted EBITDAre, normalized and annualized | | | 5.4 | |
| (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. |
| ESSEX Property Trust, Inc. 2024 Proxy Statement | 79 |
|---|
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.
| · · · Twelve Months Ended December 31, · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | (Dollars in thousands) | | | 2023 | | | 2022 | |
| | Earnings from operations | | | $584,342 | | | $595,229 | |
| | Adjustments: | | | | | | ||
| | Corporate-level property management expenses | | | 45,872 | | | 40,704 | |
| | Depreciation and amortization | | | 548,438 | | | 539,319 | |
| | Management and other fees from affiliates | | | (11,131) | | | (11,139) | |
| | General and administrative | | | 63,474 | | | 56,577 | |
| | Expensed acquisition and investment related costs | | | 595 | | | 2,132 | |
| | Casualty loss | | | 433 | | | — | |
| | Gain on sale of real estate and land | | | (59,238) | | | (94,416) | |
| | NOI | | | 1,172,785 | | | 1,128,406 | |
| | Less: Non-same-property NOI | | | (54,179) | | | (56,058) | |
| | Same-Property NOI | | | $1,118,606 | | | $1,072,348 | |
| 80 | ESSEX Property Trust, Inc. 2024 Proxy Statement |
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