Document
                                

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 001-13106

ESSEX PROPERTY TRUST, INC.
ESSEX PORTFOLIO, L.P.
(Exact name of Registrant as Specified in its Charter)
Maryland (Essex Property Trust, Inc.)
California (Essex Portfolio, L.P.)
 
77-0369576 (Essex Property Trust, Inc.)
77-0369575 (Essex Portfolio, L.P.)
 
 
 
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification Number)
1100 Park Place, Suite 200
San Mateo, California    94403
(Address of Principal Executive Offices including Zip Code)

(650) 655-7800
(Registrant's Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days.
Essex Property Trust, Inc.    Yes x   No o
Essex Portfolio, L.P.     Yes x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Essex Property Trust, Inc.    Yes x   No o
Essex Portfolio, L.P.     Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

i



Essex Property Trust, Inc.:
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o   (Do not check if a smaller reporting company)
Smaller reporting company o
 
 
 
Emerging growth company o


Essex Portfolio, L.P.:
Large accelerated filer o
Accelerated filer o
Non-accelerated filer x   (Do not check if a smaller reporting company)
Smaller reporting company o
 
 
 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Essex Property Trust, Inc.    o  
Essex Portfolio, L.P.     o  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Essex Property Trust, Inc.    Yes o   No x
Essex Portfolio, L.P.     Yes o   No x
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 65,989,732 shares of Common Stock ($0.0001 par value) of Essex Property Trust, Inc. were outstanding as of July 27, 2017.
 

ii


EXPLANATORY NOTE

This report combines the reports on Form 10-Q for the three and six month periods ended June 30, 2017 of Essex Property Trust, Inc. and Essex Portfolio, L.P. Unless stated otherwise or the context otherwise requires, references to “Essex” mean Essex Property Trust, Inc., a Maryland corporation that operates as a self-administered and self-managed real estate investment trust (“REIT”), and references to “EPLP” mean Essex Portfolio, L.P. References to the “Company,” “we,” “us” or “our” mean collectively Essex, EPLP and those entities/subsidiaries owned or controlled by Essex and/or EPLP.  References to the “Operating Partnership” mean collectively EPLP and those entities/subsidiaries owned or controlled by EPLP.

Essex is the general partner of EPLP and as the sole general partner of EPLP, Essex has exclusive control of EPLP's day-to-day management.

The Company is structured as an umbrella partnership REIT (“UPREIT”) and Essex contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, Essex receives a number of Operating Partnership limited partnership units ("OP Units") equal to the number of shares of common stock it has issued in the equity offering. Contributions of properties to the Company can be structured as tax-deferred transactions through the issuance of OP Units, which is one of the reasons why the Company is structured in the manner outlined above. Based on the terms of EPLP's partnership agreement, OP Units can be exchanged into Essex common stock on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units issued to Essex and shares of common stock.

The Company believes that combining the reports on Form 10-Q of Essex and EPLP into this single report provides the following benefits:

enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Company and the Operating Partnership as one business. The management of Essex consists of the same members as the management of EPLP.

All of the Company's property ownership, development, and related business operations are conducted through the Operating Partnership and Essex has no material assets, other than its investment in EPLP. Essex's primary function is acting as the general partner of EPLP. As general partner with control of the Operating Partnership, the Company consolidates the Operating Partnership for financial reporting purposes. Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements. Essex also issues equity from time to time and guarantees certain debt of EPLP, as disclosed in this report. The Operating Partnership holds substantially all of the assets of the Company, including the Company's ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by the Company, which are contributed to the capital of the Operating Partnership in exchange for additional OP Units (on a one-for-one share of common stock per OP Unit basis), the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's working capital, net cash provided by operating activities, borrowings under its revolving credit facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from disposition of certain properties and joint ventures.

The Company believes it is important to understand the few differences between Essex and EPLP in the context of how Essex and EPLP operate as a consolidated company. Stockholders' equity, partners' capital and noncontrolling interest are the main areas of difference between the condensed consolidated financial statements of the Company and those of the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners' capital in the Operating Partnership's condensed consolidated financial statements and as noncontrolling interest in Essex’s condensed consolidated financial statements. The noncontrolling interest in the Operating Partnership's consolidated financial statements include the interest of unaffiliated partners in various condensed consolidated partnerships and joint venture partners. The noncontrolling interest in the Company's consolidated financial statements include (i) the same noncontrolling interest as presented in the Operating Partnership’s consolidated financial statements and (ii) OP Unit holders. The differences between stockholders' equity and partners' capital result from differences in the equity issued at the Company and Operating Partnership levels.
 
To help investors understand the significant differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated

iii


notes to such financial statements that includes separate discussions of stockholders' equity or partners' capital, and earnings per share/unit, as applicable; and a combined Management's Discussion and Analysis of Financial Condition and Results of Operations.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 (the "Exchange Act") and 18 U.S.C. §1350.

In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.

The information furnished in the accompanying unaudited condensed consolidated balance sheets, statements of income and comprehensive income, equity, capital, and cash flows of the Company and the Operating Partnership reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the aforementioned condensed consolidated financial statements for the interim periods and are normal and recurring in nature, except as otherwise noted.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the notes to such unaudited condensed consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations herein. Additionally, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2016.

iv


ESSEX PROPERTY TRUST, INC.
ESSEX PORTFOLIO, L.P.
FORM 10-Q
INDEX

PART I. FINANCIAL INFORMATION
Page No.
 
 
 
Item 1.
Condensed Consolidated Financial Statements of Essex Property Trust, Inc. (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Financial Statements of Essex Portfolio L.P. (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II. OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 

1


Part I – Financial Information

Item 1. Condensed Consolidated Financial Statements

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except parenthetical and share amounts)
ASSETS
June 30, 2017
 
December 31, 2016
Real estate:
 
 
 
Rental properties:
 
 
 
Land and land improvements
$
2,719,064

 
$
2,559,743

Buildings and improvements
10,536,639

 
10,116,563

 
13,255,703

 
12,676,306

Less: accumulated depreciation
(2,534,646
)
 
(2,311,546
)
 
10,721,057

 
10,364,760

Real estate under development
263,284

 
190,505

Co-investments
1,081,084

 
1,161,275

Real estate held for sale, net
3,015

 
101,957

 
12,068,440

 
11,818,497

Cash and cash equivalents-unrestricted
183,885

 
64,921

Cash and cash equivalents-restricted
15,991

 
105,381

Marketable securities
151,995

 
139,189

Notes and other receivables (includes related party receivables of $11.0 million and $11.3 million as of June 30, 2017 and December 31, 2016, respectively)
54,660

 
40,970

Prepaid expenses and other assets
49,980

 
48,450

Total assets
$
12,524,951

 
$
12,217,408

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

Unsecured debt, net
$
3,540,802

 
$
3,246,779

Mortgage notes payable, net
2,122,593

 
2,191,481

Lines of credit

 
125,000

Accounts payable and accrued liabilities
139,042

 
138,226

Construction payable
47,942

 
35,909

Dividends payable
121,451

 
110,170

Distributions in excess of investments in co-investments
36,025

 

Other liabilities
33,988

 
32,922

Total liabilities
6,041,843

 
5,880,487

Commitments and contingencies


 


Redeemable noncontrolling interest
45,081

 
44,684

Equity:
 

 
 

Common stock; $0.0001 par value, 670,000,000 shares authorized; 65,988,761 and 65,527,993 shares issued and outstanding, respectively
6

 
6

Additional paid-in capital
7,131,047

 
7,029,679

Distributions in excess of accumulated earnings
(785,939
)
 
(805,409
)
Accumulated other comprehensive loss, net
(28,341
)
 
(32,098
)
Total stockholders' equity
6,316,773

 
6,192,178

Noncontrolling interest
121,254

 
100,059

Total equity
6,438,027

 
6,292,237

Total liabilities and equity
$
12,524,951

 
$
12,217,408


See accompanying notes to the unaudited condensed consolidated financial statements.

2



ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except share and per share amounts)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
Rental and other property
$
336,766

 
$
319,562

 
$
669,934

 
$
631,740

Management and other fees from affiliates
2,296

 
2,028

 
4,532

 
4,052

 
339,062

 
321,590

 
674,466

 
635,792

Expenses:
 

 
 

 
 
 
 
Property operating, excluding real estate taxes
63,381

 
61,538

 
127,026

 
121,609

Real estate taxes
34,884

 
34,541

 
70,752

 
68,960

Depreciation and amortization
117,939

 
109,673

 
233,442

 
219,380

General and administrative
10,337

 
9,698

 
20,938

 
18,880

Acquisition and investment related costs
274

 
267

 
830

 
1,095

 
226,815

 
215,717

 
452,988

 
429,924

Earnings from operations
112,247

 
105,873

 
221,478

 
205,868

Interest expense
(56,812
)
 
(55,568
)
 
(111,395
)
 
(108,034
)
Total return swap income
2,531

 
2,814

 
5,115

 
5,937

Interest and other income
5,362

 
9,409

 
12,126

 
14,617

Equity income from co-investments
10,308

 
14,296

 
21,207

 
29,364

Gain on sale of real estate and land

 

 
26,174

 
20,258

Deferred tax expense on gain on sale of real estate and land

 

 

 
(4,279
)
Gain on remeasurement of co-investment
2,159

 

 
88,641

 

Net income
75,795

 
76,824

 
263,346

 
163,731

Net income attributable to noncontrolling interest
(5,036
)
 
(4,811
)
 
(13,623
)
 
(9,882
)
Net income attributable to controlling interest
70,759

 
72,013

 
249,723

 
153,849

Dividends to preferred stockholders

 

 

 
(1,314
)
Excess of redemption value of preferred stock over the carrying value

 

 

 
(2,541
)
Net income available to common stockholders
$
70,759

 
$
72,013

 
$
249,723

 
$
149,994

Comprehensive income
$
77,468

 
$
78,005

 
$
267,232

 
$
162,701

Comprehensive income attributable to noncontrolling interest
(5,091
)
 
(4,850
)
 
(13,752
)
 
(9,848
)
Comprehensive income attributable to controlling interest
$
72,377

 
$
73,155

 
$
253,480

 
$
152,853

Per share data:
 

 
 

 
 
 
 
Basic:
 

 
 

 
 
 
 
Net income available to common stockholders
$
1.08

 
$
1.10

 
$
3.80

 
$
2.29

Weighted average number of shares outstanding during the period
65,729,074

 
65,451,110

 
65,639,775

 
65,428,382

Diluted:
 

 
 

 
 
 
 
Net income available to common stockholders
$
1.08

 
$
1.10

 
$
3.80

 
$
2.29

Weighted average number of shares outstanding during the period
65,819,694

 
65,575,378

 
65,942,018

 
65,558,811

Dividend per common share
$
1.75

 
$
1.60

 
$
3.50

 
$
3.20


See accompanying notes to the unaudited condensed consolidated financial statements.

3


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Equity for the six months ended June 30, 2017
(Unaudited)
(Dollars and shares in thousands)
 
 
Common stock
 
Additional paid-in capital
 
Distributions
in excess of accumulated earnings
 
Accumulated
other
comprehensive loss, net
 
Noncontrolling Interest
 
 
 
 
Shares
 
Amount
 
 
 
 
 
Total
Balances at December 31, 2016
 
65,528

 
$
6

 
$
7,029,679

 
$
(805,409
)
 
$
(32,098
)
 
$
100,059

 
$
6,292,237

Net income
 

 

 

 
249,723

 

 
13,623

 
263,346

Reversal of unrealized gains upon the sale of marketable securities
 

 

 

 

 
(1,564
)
 
(54
)
 
(1,618
)
Change in fair value of derivatives and amortization of swap settlements
 

 

 

 

 
4,657

 
160

 
4,817

Change in fair value of marketable securities, net
 

 

 

 

 
664

 
23

 
687

Issuance of common stock under:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Stock option and restricted stock plans, net
 
147

 

 
22,041

 

 

 

 
22,041

Sale of common stock, net
 
312

 

 
80,565

 

 

 

 
80,565

Equity based compensation costs
 

 

 
2,740

 

 

 
621

 
3,361

Changes in the redemption value of redeemable noncontrolling interest
 

 

 
(1,052
)
 

 

 
(65
)
 
(1,117
)
Contributions from noncontrolling interest
 

 

 

 

 

 
22,506

 
22,506

Distributions to noncontrolling interest
 

 

 

 

 

 
(15,017
)
 
(15,017
)
Redemptions of noncontrolling interest
 
2

 

 
(2,926
)
 

 

 
(602
)
 
(3,528
)
Common stock dividends
 

 

 

 
(230,253
)
 

 

 
(230,253
)
Balances at June 30, 2017
 
65,989

 
$
6

 
$
7,131,047

 
$
(785,939
)
 
$
(28,341
)
 
$
121,254

 
$
6,438,027


See accompanying notes to the unaudited condensed consolidated financial statements.

4


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands) 
 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
263,346

 
$
163,731

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
233,442

 
219,380

Amortization of discount on marketable securities and other investments
(7,270
)
 
(7,457
)
Amortization of (premium) discount and debt financing costs, net
(4,317
)
 
(7,598
)
Gain on sale of marketable securities and other investments
(1,618
)
 
(1,843
)
Company's share of gain on the sales of co-investments

 
(13,046
)
Earnings from co-investments
(21,207
)
 
(16,318
)
Operating distributions from co-investments
27,451

 
23,985

Gain on the sale of real estate and land
(26,174
)
 
(20,258
)
Equity-based compensation
3,361

 
3,198

Gain on remeasurement of co-investment
(88,641
)
 

Changes in operating assets and liabilities:
 
 
 
   Prepaid expenses, receivables and other assets
(3,326
)
 
(3,942
)
Accounts payable and accrued liabilities
(3,287
)
 
9,772

Other liabilities
646

 
749

Net cash provided by operating activities
372,406

 
350,353

Cash flows from investing activities:
 

 
 

Additions to real estate:
 

 
 

Acquisitions of real estate and acquisition related capital expenditures
(193,527
)
 
(117,349
)
Redevelopment
(30,509
)
 
(43,200
)
Development acquisitions of and additions to real estate under development
(51,563
)
 
(37,150
)
Capital expenditures on rental properties
(25,648
)
 
(22,277
)
Investments in notes receivable
(12,750
)
 

Proceeds from insurance for property losses
435

 
1,211

Proceeds from dispositions of real estate
131,230

 
48,008

Contributions to co-investments
(144,599
)
 
(96,698
)
Changes in restricted cash and refundable deposits
89,857

 
56,932

Purchases of marketable securities
(33,615
)
 
(16,352
)
Sales and maturities of marketable securities and other investments
28,766

 
11,179

Non-operating distributions from co-investments
67,674

 
34,564

Net cash used in investing activities
(174,249
)
 
(181,132
)
Cash flows from financing activities:
 

 
 

Borrowings under debt agreements
1,065,294

 
768,610

Repayment of debt
(1,004,966
)
 
(501,167
)
Repayment of cumulative redeemable preferred stock

 
(73,750
)
Additions to deferred charges
(3,890
)
 
(4,962
)
Net proceeds from issuance of common stock
80,565

 
(279
)
Net proceeds from stock options exercised
22,041

 
11,760

Distributions to noncontrolling interest
(14,371
)
 
(12,880
)
Redemption of noncontrolling interest
(3,528
)
 
(2,233
)
Redemption of redeemable noncontrolling interest
(720
)
 

Common and preferred stock dividends paid
(219,618
)
 
(201,488
)
Net cash used in financing activities
(79,193
)
 
(16,389
)
Net increase in cash and cash equivalents
118,964

 
152,832

Cash and cash equivalents at beginning of period
64,921

 
29,683


5


 
Six Months Ended June 30,
 
2017
 
2016
Cash and cash equivalents at end of period
$
183,885

 
$
182,515

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest, net of $6.6 million and $6.2 million capitalized in 2017 and 2016, respectively
$
106,448

 
$
93,031

Supplemental disclosure of noncash investing and financing activities:
 

 
 

Issuance of DownREIT units in connection with acquisition of real estate
$
22,506

 
$

Transfers between real estate under development to rental properties, net
$
1,540

 
$
108,402

Transfer from real estate under development to co-investments
$
3,340

 
$
4,485

Reclassifications to (from) redeemable noncontrolling interest to or from additional paid in capital and noncontrolling interest
$
1,117

 
$
(921
)
Debt assumed in connection with acquisition
$
51,882

 
$
48,832


See accompanying notes to the unaudited condensed consolidated financial statements.


6


ESSEX PORTFOLIO, L.P.  AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except parenthetical and unit amounts)
 
June 30, 2017
 
December 31, 2016
ASSETS
 
 
 
Real estate:
 
 
 
Rental properties:
 
 
 
Land and land improvements
$
2,719,064

 
$
2,559,743

Buildings and improvements
10,536,639

 
10,116,563

 
13,255,703

 
12,676,306

Less: accumulated depreciation
(2,534,646
)
 
(2,311,546
)
 
10,721,057

 
10,364,760

Real estate under development
263,284

 
190,505

Co-investments
1,081,084

 
1,161,275

Real estate held for sale, net
3,015

 
101,957

 
12,068,440

 
11,818,497

Cash and cash equivalents-unrestricted
183,885

 
64,921

Cash and cash equivalents-restricted
15,991

 
105,381

Marketable securities
151,995

 
139,189

Notes and other receivables (includes related party receivables of $11.0 million and $11.3 million as of June 30, 2017 and December 31, 2016, respectively)
54,660

 
40,970

Prepaid expenses and other assets
49,980

 
48,450

Total assets
$
12,524,951


$
12,217,408

 
 
 
 
LIABILITIES AND CAPITAL
 

 
 

Unsecured debt, net
$
3,540,802

 
$
3,246,779

Mortgage notes payable, net
2,122,593

 
2,191,481

Lines of credit

 
125,000

Accounts payable and accrued liabilities
139,042

 
138,226

Construction payable
47,942

 
35,909

Distributions payable
121,451

 
110,170

Distributions in excess of investments in co-investments
36,025

 

Other liabilities
33,988

 
32,922

Total liabilities
6,041,843


5,880,487

Commitments and contingencies


 


Redeemable noncontrolling interest
45,081

 
44,684

Capital:
 

 
 

General Partner:
 
 
 
Common equity (65,988,761 and 65,527,993 units issued and outstanding, respectively)
6,345,114

 
6,224,276

 
6,345,114


6,224,276

Limited Partners:
 
 
 
Common equity (2,251,112 and 2,237,290 units issued and outstanding, respectively)
50,233

 
49,436

    Accumulated other comprehensive loss
(25,462
)
 
(29,348
)
Total partners' capital
6,369,885


6,244,364

Noncontrolling interest
68,142

 
47,873

Total capital
6,438,027


6,292,237

Total liabilities and capital
$
12,524,951


$
12,217,408


See accompanying notes to the unaudited condensed consolidated financial statements.

7


ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except unit and per unit amounts)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
Rental and other property
$
336,766

 
$
319,562

 
$
669,934

 
$
631,740

Management and other fees from affiliates
2,296

 
2,028

 
4,532

 
4,052

 
339,062

 
321,590

 
674,466

 
635,792

Expenses:
 

 
 

 
 
 
 
Property operating, excluding real estate taxes
63,381

 
61,538

 
127,026

 
121,609

Real estate taxes
34,884

 
34,541

 
70,752

 
68,960

Depreciation and amortization
117,939

 
109,673

 
233,442

 
219,380

General and administrative
10,337

 
9,698

 
20,938

 
18,880

Acquisition and investment related costs
274

 
267

 
830

 
1,095

 
226,815

 
215,717

 
452,988

 
429,924

Earnings from operations
112,247

 
105,873

 
221,478

 
205,868

Interest expense
(56,812
)
 
(55,568
)
 
(111,395
)
 
(108,034
)
Total return swap income
2,531

 
2,814

 
5,115

 
5,937

Interest and other income
5,362

 
9,409

 
12,126

 
14,617

Equity income from co-investments
10,308

 
14,296

 
21,207

 
29,364

Gain on sale of real estate and land

 

 
26,174

 
20,258

Deferred tax expense on gain on sale of real estate and land

 

 

 
(4,279
)
Gain on remeasurement of co-investment
2,159

 

 
88,641

 

Net income
75,795

 
76,824

 
263,346

 
163,731

Net income attributable to noncontrolling interest
(2,614
)
 
(2,361
)
 
(5,055
)
 
(4,648
)
Net income attributable to controlling interest
73,181

 
74,463

 
258,291

 
159,083

Preferred interest distributions

 

 

 
(1,314
)
Excess of redemption value of preferred units over the carrying value

 

 

 
(2,541
)
Net income available to common unitholders
$
73,181

 
$
74,463

 
$
258,291

 
$
155,228

Comprehensive income
$
77,468

 
$
78,005

 
$
267,232

 
$
162,701

Comprehensive income attributable to noncontrolling interest
(2,614
)
 
(2,361
)
 
(5,055
)
 
(4,648
)
Comprehensive income attributable to controlling interest
$
74,854

 
$
75,644

 
$
262,177

 
$
158,053

Per unit data:
 

 
 

 
 
 
 
Basic:
 

 
 

 
 
 
 
Net income available to common unitholders
$
1.08

 
$
1.10

 
$
3.80

 
$
2.29

Weighted average number of common units outstanding during the period
67,980,761

 
67,675,038

 
67,891,734

 
67,654,279

Diluted:
 
 
 
 
 
 
 
Net income available to common unitholders
$
1.08

 
$
1.10

 
$
3.80

 
$
2.29

Weighted average number of common units outstanding during the period
68,071,381

 
67,799,306

 
68,193,977

 
67,784,708

Distribution per common unit
$
1.75

 
$
1.60

 
$
3.50

 
$
3.20


See accompanying notes to the unaudited condensed consolidated financial statements.

8


ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statement of Capital for the six months ended June 30, 2017
(Dollars and units in thousands)
(Unaudited)
 
General Partner
 
Limited Partners
 
Accumulated other comprehensive loss
 
 
 
 
 
Common Equity
 
Common Equity
 
 
Noncontrolling Interest
 
 
 
Units
 
Amount
 
Units
 
Amount
 
 
 
Total
Balances at December 31, 2016
65,528

 
$
6,224,276

 
2,237

 
$
49,436

 
$
(29,348
)
 
$
47,873

 
$
6,292,237

Net income

 
249,723

 

 
8,568

 

 
5,055

 
263,346

Reversal of unrealized gains upon the sale of marketable securities

 

 

 

 
(1,618
)
 

 
(1,618
)
Change in fair value of derivatives and amortization of swap settlements

 

 

 

 
4,817

 

 
4,817

Change in fair value of marketable securities, net

 

 

 

 
687

 

 
687

Issuance of common units under:
 

 
 

 
 

 
 

 
 

 
 

 
 

General partner's stock based compensation, net
147

 
22,041

 

 

 

 

 
22,041

Sale of common stock by general partner, net
312

 
80,565

 

 

 

 

 
80,565

Equity based compensation costs

 
2,740

 
16

 
621

 

 

 
3,361

Changes in redemption value of redeemable noncontrolling interest

 
(1,052
)
 

 

 

 
(65
)
 
(1,117
)
Contributions from noncontrolling interest

 

 

 

 

 
22,506

 
22,506

Distributions to noncontrolling interest

 

 

 

 

 
(7,030
)
 
(7,030
)
Redemptions
2

 
(2,926
)
 
(2
)
 
(405
)
 

 
(197
)
 
(3,528
)
Distributions declared

 
(230,253
)
 

 
(7,987
)
 

 

 
(238,240
)
Balances at June 30, 2017
65,989

 
$
6,345,114

 
2,251

 
$
50,233

 
$
(25,462
)
 
$
68,142

 
$
6,438,027


See accompanying notes to the unaudited condensed consolidated financial statements.

9


ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
263,346

 
$
163,731

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
233,442

 
219,380

Amortization of discount on marketable securities and other investments
(7,270
)
 
(7,457
)
Amortization of (premium) discount and debt financing costs, net
(4,317
)
 
(7,598
)
Gain on sale of marketable securities and other investments
(1,618
)
 
(1,843
)
Company's share of gain on the sales of co-investment

 
(13,046
)
Earnings from co-investments
(21,207
)
 
(16,318
)
Operating distributions from co-investments
27,451

 
23,985

Gain on the sales of real estate and land
(26,174
)
 
(20,258
)
Equity-based compensation
3,361

 
3,198

Gain on remeasurement of co-investment
(88,641
)
 

Changes in operating assets and liabilities:
 

 
 

Prepaid expense, receivables and other assets
(3,326
)
 
(3,942
)
Accounts payable and accrued liabilities
(3,287
)
 
9,772

Other liabilities
646

 
749

Net cash provided by operating activities
372,406

 
350,353

Cash flows from investing activities:
 

 
 

Additions to real estate:
 

 
 

Acquisitions of real estate and acquisition related capital expenditures
(193,527
)
 
(117,349
)
Redevelopment
(30,509
)
 
(43,200
)
Development acquisitions of and additions to real estate under development
(51,563
)
 
(37,150
)
Capital expenditures on rental properties
(25,648
)
 
(22,277
)
Investments in notes receivable
(12,750
)
 

Proceeds from insurance for property losses
435

 
1,211

Proceeds from dispositions of real estate
131,230

 
48,008

Contributions to co-investments
(144,599
)
 
(96,698
)
Changes in restricted cash and refundable deposits
89,857

 
56,932

Purchases of marketable securities
(33,615
)
 
(16,352
)
Sales and maturities of marketable securities and other investments
28,766

 
11,179

Non-operating distributions from co-investments
67,674

 
34,564

Net cash used in investing activities
(174,249
)
 
(181,132
)
Cash flows from financing activities:
 

 
 

Borrowings under debt agreements
1,065,294

 
768,610

Repayment of debt
(1,004,966
)
 
(501,167
)
Repayment of cumulative redeemable preferred stock

 
(73,750
)
Additions to deferred charges
(3,890
)
 
(4,962
)
Net proceeds from issuance of common units
80,565

 
(279
)
Net proceeds from stock options exercised
22,041

 
11,760

Distributions to noncontrolling interest
(3,600
)
 
(3,379
)
Redemption of noncontrolling interest
(3,528
)
 
(2,233
)
Redemption of redeemable noncontrolling interest
(720
)
 

Common and preferred units and preferred interest distributions paid
(230,389
)
 
(210,989
)
Net cash used in financing activities
(79,193
)
 
(16,389
)
Net increase in cash and cash equivalents
118,964

 
152,832

Cash and cash equivalents at beginning of period
64,921

 
29,683


10


 
Six Months Ended June 30,
 
2017
 
2016
Cash and cash equivalents at end of period
$
183,885

 
$
182,515

  
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest, net of $6.6 million and $6.2 million capitalized in 2017 and 2016, respectively
$
106,448

 
$
93,031

Supplemental disclosure of noncash investing and financing activities:
 

 
 

Issuance of DownREIT units in connection with acquisition of real estate
$
22,506

 
$

Transfers between real estate under development to rental properties, net
$
1,540

 
$
108,402

Transfer from real estate under development to co-investments
$
3,340

 
$
4,485

Reclassifications to (from) redeemable noncontrolling interest to or from general partner capital and noncontrolling interest
$
1,117

 
$
(921
)
  Debt assumed in connection with acquisition
$
51,882

 
$
48,832


See accompanying notes to the unaudited condensed consolidated financial statements.

11


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)

(1) Organization and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements present the accounts of Essex Property Trust, Inc. (“Essex” or the “Company”), which include the accounts of the Company and Essex Portfolio, L.P. and its subsidiaries (the “Operating Partnership,” which holds the operating assets of the Company), prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented have been included and are normal and recurring in nature. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2016.

All significant intercompany accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. Certain reclassifications have been made to conform to the current year’s presentation.

The unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017 and 2016 include the accounts of the Company and the Operating Partnership. Essex is the sole general partner in the Operating Partnership, with a 96.7% general partnership interest as of both June 30, 2017 and December 31, 2016. Total Operating Partnership limited partnership units ("OP Units") outstanding were 2,251,112 and 2,237,290 as of June 30, 2017 and December 31, 2016, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $579.1 million and $520.2 million, as of June 30, 2017 and December 31, 2016, respectively.

As of June 30, 2017, the Company owned or had ownership interests in 246 stabilized apartment communities, aggregating 59,860 apartment homes, excluding the Company’s ownership in preferred interest co-investments (collectively, the “Communities”, and individually, a “Community”), one operating commercial building and five active developments (collectively, the “Portfolio”). The Communities are located in Southern California (Los Angeles, Orange, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan areas.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09 "Revenue from Contracts with Customers." The new standard provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. The new standard requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. In August 2015, the FASB deferred the effective date of the new standard by one year, and it is now effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The new standard may be applied using either a full retrospective or a modified approach upon adoption. The Company does not expect to early adopt and expects to adopt using the modified approach. The Company is currently evaluating the impact the adoption of this new standard will have on its recording of revenue related to its revenue streams and related disclosures. The Company does not expect that the adoption of this new standard will have a material effect on its consolidated results of operations or financial position.

In January 2016, the FASB issued ASU No. 2016-01 "Recognition and Measurement of Financial Assets and Financial Liabilities", which requires changes to the classification and measurement of investments in certain equity securities and to the presentation of certain fair value changes for financial liabilities measured at fair value. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption is permitted. The Company does not expect that this amendment will have a material effect on its consolidated results of operations or financial position.

In February 2016, the FASB issued ASU No. 2016-02 "Leases", which requires an entity that is a lessee to classify leases as either finance or operating and to recognize a lease liability and a right-of-use asset for all leases that have a duration of greater than 12 months. Leases of 12 months or less will be accounted for similar to existing guidance for operating leases today. For lessors, accounting for leases under the new standard will be substantially the same as existing guidance for sales-type leases, direct financing leases, and operating leases, but eliminates current real estate specific provisions and changes the treatment of

12


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)

initial direct costs. The new standard will be effective for the Company beginning on January 1, 2019 and early adoption is permitted, including adoption in an interim period. The new standard must be applied using a modified retrospective approach. The Company is currently evaluating the impact of this amendment on its consolidated results of operations and financial position.

In June 2016, the FASB issued ASU No. 2016-13 "Measurement of Credit Losses on Financial Instruments", which amends the current approach to estimate credit losses on certain financial assets, including trade and other receivables, available-for-sale securities, and other financial instruments. Generally, this amendment requires entities to establish a valuation allowance for the expected lifetime losses of these certain financial assets. Subsequent changes in the valuation allowance are recorded in current earnings and reversal of previous losses are permitted. Currently, U.S. GAAP requires entities to write down credit losses only when losses are probable and loss reversals are not permitted. The new standard will be effective for the Company beginning on January 1, 2020 and early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated results of operations and financial position.

In August 2016, the FASB issued ASU No. 2016-15 "Classification of Certain Cash Receipts and Cash Payments", which requires entities to adhere to a uniform classification and presentation of certain cash receipts and cash payments in the statement of cash flows. The amendments in this update provide guidance on eight specific cash flow issues. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption is permitted. The Company does not expect the impact of this amendment to be material on its consolidated results of operations or financial position.

In November 2016, the FASB issued ASU No. 2016-18 "Statement of Cash Flows", which requires entities to include restricted cash and restricted cash equivalents in the reconciliation of beginning-of-period to the end-of-period of cash and cash equivalents in the statement of cash flows. This new standard seeks to eliminate the current diversity in practice in how changes in restricted cash and restricted cash equivalents is presented in the statement of cash flows. This new standard will be effective for the Company beginning January 1, 2018 and early adoption is permitted. The Company does not expect the impact of this amendment to be material on its consolidated results of operations or financial position.

In January 2017, the FASB issued ASU No. 2017-01 "Business Combinations: Clarifying the Definition of a Business", which provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Currently, U.S. GAAP does not specify the minimum inputs and processes required for an integrated set of assets and activities to meet the definition of a business, causing a broad interpretation of the definition of a business. This new standard will be effective for the Company beginning January 1, 2018 and early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated results of operations and financial position.

In February 2017, the FASB issued ASU No. 2017-05 "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets", which adds guidance for partial sales of nonfinanical assets, including partial sales of real estate. Historically, U.S. GAAP contained several different accounting models to evaluate whether the transfer of certain assets qualified for sale treatment. This new standard reduces the number of potential accounting models that might apply and clarifies which model does apply in various circumstances. Partial sales of nonfinancial assets are common in the real estate industry and include transactions in which the seller retains an equity interest in the entity that owns the assets or has an equity interest in the buyer. This new standard will be effective for the Company beginning January 1, 2018 and early adoption is permitted. The Company will adopt this new standard concurrently with the adoption of ASU 2014-09 "Revenue from Contracts with Customers." and is currently evaluating the impact of this amendment on its consolidated results of operations and financial position.

Marketable Securities

The Company reports its available for sale securities at fair value, based on quoted market prices (Level 1 for the common stock and investment funds, Level 2 for the unsecured bonds and Level 3 for investments in mortgage backed securities, as defined by the FASB standard for fair value measurements), and any unrealized gain or loss is recorded as other comprehensive income. Realized gains and losses, interest income, and amortization of purchase discounts are included in interest and other income on the condensed consolidated statements of income and comprehensive income.


13


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)

As of June 30, 2017 and December 31, 2016, marketable securities consisted primarily of investment-grade unsecured bonds, common stock, investments in mortgage backed securities, and investment funds that invest in U.S. treasury or agency securities. As of June 30, 2017 and December 31, 2016, the Company classified its investments in mortgage backed securities, which mature in November 2019 and September 2020, as held to maturity, and accordingly, these securities are stated at their amortized cost. The discount on the mortgage backed securities is being amortized to interest income based on an estimated yield and the maturity date of the securities.

As of June 30, 2017 and December 31, 2016, marketable securities consist of the following ($ in thousands):

 
June 30, 2017
 
Amortized
Cost
 
Gross
Unrealized
Gain (Loss)
 
Carrying Value
Available for sale:
 
 
 
 
 
Investment-grade unsecured bonds
$
18,332

 
$
148

 
$
18,480

Investment funds - U.S. treasuries
7,774

 
(23
)
 
7,751

Common stock and stock funds
23,663

 
418

 
24,081

Held to maturity:
 

 
 

 
 

Mortgage backed securities
101,683

 

 
101,683

Total - Marketable securities
$
151,452

 
$
543

 
$
151,995

 
 
 
 
 
 
 
December 31, 2016
 
Amortized
Cost
 
Gross
Unrealized
Gain (Loss)
 
Carrying Value
Available for sale:
 

 
 

 
 

Investment-grade unsecured bonds
$
19,604

 
$
(73
)
 
$
19,531

Investment funds - U.S. treasuries
10,022

 
(22
)
 
10,000

Common stock and stock funds
13,696

 
1,569

 
15,265

Held to maturity:
 

 
 

 
 

Mortgage backed securities
94,393

 

 
94,393

Total - Marketable securities
$
137,715

 
$
1,474

 
$
139,189


The Company uses the specific identification method to determine the cost basis of a security sold and to reclassify amounts from accumulated other comprehensive income for securities sold. 

For the three months ended June 30, 2017 and 2016, the proceeds from sales and maturities of available for sale securities totaled $3.9 million and $6.2 million, respectively, which resulted in $13,000 realized gains and $1.1 million realized gains, respectively, for such periods. For the six months ended June 30, 2017 and 2016, the proceeds from sales and maturities of available for sale securities totaled $28.8 million and $11.2 million, respectively, which resulted in $1.6 million realized gains and $1.8 million realized gains, respectively, for such periods.

Variable Interest Entities

In accordance with accounting standards for consolidation of variable interest entities ("VIEs"), the Company consolidates the Operating Partnership, 20 DownREIT limited partnerships (comprising 12 Communities), and nine co-investments. The Company consolidates these entities because it is deemed the primary beneficiary. The Company has no assets or liabilities other than its investment in the Operating Partnership. The consolidated total assets and liabilities related to the 9 consolidated co-investments and 20 DownREIT limited partnerships, net of intercompany eliminations, were approximately $1.1 billion and $349.2 million, respectively, as of June 30, 2017 and $989.3 million and $288.1 million, respectively, as of December 31, 2016.

14


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)

Noncontrolling interests in these entities was $73.1 million and $52.9 million as of June 30, 2017 and December 31, 2016, respectively. The Company's financial risk in each VIE is limited to its equity investment in the VIE. As of June 30, 2017 and December 31, 2016, the Company did not have any other VIEs of which it was deemed to be the primary beneficiary and did not have any VIEs of which it was not deemed to be the primary beneficiary.

Equity-based Compensation

The cost of share and unit based compensation awards is measured at the grant date based on the estimated fair value of the awards. The estimated fair value of stock options and restricted stock granted by the Company are being amortized over the vesting period. The estimated grant date fair values of the long term incentive plan units (discussed in Note 12, “Equity Based Compensation Plans,” in the Company’s annual report on Form 10-K for the year ended December 31, 2016) are being amortized over the expected service periods.

Fair Value of Financial Instruments

Management believes that the carrying amounts of the outstanding balances under its lines of credit, and notes and other receivables approximate fair value as of June 30, 2017 and December 31, 2016, because interest rates, yields, and other terms for these instruments are consistent with yields and other terms currently available for similar instruments. Management has estimated that the fair value of the Company’s $5.0 billion of fixed rate debt, including unsecured debt, at both June 30, 2017 and December 31, 2016, is approximately $5.2 billion and $5.1 billion, respectively. The Company’s variable rate debt at June 30, 2017 and December 31, 2016 approximates its fair value based on the terms of existing mortgage notes payable, unsecured debt, and variable rate demand notes compared to those available in the marketplace. Management believes that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payables, other liabilities, and dividends payable approximate fair value as of June 30, 2017 and December 31, 2016 due to the short-term maturity of these instruments. Marketable securities, except mortgage backed securities, and derivatives are carried at fair value as of June 30, 2017 and December 31, 2016.

At June 30, 2017, the Company’s investments in mortgage backed securities had a carrying value of $101.7 million and the Company estimated the fair value to be approximately $114.6 million. At December 31, 2016, the Company’s investments in mortgage backed securities had a carrying value of $94.4 million and the Company estimated the fair value to be approximately $108.8 million. The Company determines the fair value of the mortgage backed securities based on unobservable inputs (level 3 of the fair value hierarchy) considering the assumptions that market participants would make in valuing these securities.  Assumptions such as estimated default rates and discount rates are used to determine expected, discounted cash flows to estimate the fair value.
 
Capitalization of Costs

The Company’s capitalized internal costs related to development and redevelopment projects were comprised primarily of employee compensation and totaled $4.9 million and $4.7 million during the three months ended June 30, 2017 and 2016, respectively, and $10.1 million and $9.2 million during the six months ended June 30, 2017 and 2016, respectively. The Company capitalizes leasing commissions associated with the lease-up of development communities and amortizes the costs over the life of the leases. The amounts capitalized for leasing commissions are immaterial for all periods presented.

Co-investments

The Company owns investments in joint ventures (“co-investments”) in which it has significant influence, but its ownership interest does not meet the criteria for consolidation in accordance with U.S. GAAP. Therefore, the Company accounts for co-investments using the equity method of accounting. Under the equity method of accounting, the investment is carried at the cost of assets contributed, plus the Company's equity in earnings less distributions received and the Company's share of losses. The significant accounting policies of the Company’s co-investment entities are consistent with those of the Company in all material respects.

Upon the acquisition of a controlling interest of a co-investment, the co-investment entity is consolidated and a gain or loss is recognized upon the remeasurement of co-investments in the condensed consolidated statement of income and comprehensive income equal to the amount by which the fair value of the co-investment interest the Company previously owned exceeds its

15


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)

carrying value. A majority of the co-investments, excluding the preferred equity investments, compensate the Company for its asset management services and some of these investments may provide promote income if certain financial return benchmarks are achieved. Asset management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible. Any promote fees are reflected in equity income from co-investments.

The Company reports investments in co-investments where accumulated distributions have exceeded the Company’s investment as distributions in excess of investments in co-investments in the accompanying condensed consolidated balance sheets. The net investment of one of the Company’s co-investments is less than zero as a result of financing distributions in excess of the Company's investment in that co-investment.

Changes in Accumulated Other Comprehensive Loss, Net by Component

Essex Property Trust, Inc.
($ in thousands)
 
Change in fair
value and amortization
of swap settlements
 
Unrealized
gains/(losses) on
available for sale
securities
 
Total
Balance at December 31, 2016
$
(32,963
)
 
$
865

 
$
(32,098
)
Other comprehensive income before reclassification
8,629

 
664

 
9,293

Amounts reclassified from accumulated other comprehensive loss
(3,972
)
 
(1,564
)
 
(5,536
)
Other comprehensive income (loss)
4,657

 
(900
)
 
3,757

Balance at June 30, 2017
$
(28,306
)
 
$
(35
)
 
$
(28,341
)

Changes in Accumulated Other Comprehensive Loss, by Component

Essex Portfolio, L.P.
($ in thousands):
 
Change in fair
value and amortization
of swap settlements
 
Unrealized
gains/(losses) on
available for sale
securities
 
Total
Balance at December 31, 2016
$
(30,161
)
 
$
813

 
$
(29,348
)
Other comprehensive income before reclassification
8,925

 
687

 
9,612

Amounts reclassified from accumulated other comprehensive loss
(4,108
)
 
(1,618
)
 
(5,726
)
Other comprehensive income (loss)
4,817

 
(931
)
 
3,886

Balance at June 30, 2017
$
(25,344
)
 
$
(118
)
 
$
(25,462
)

Amounts reclassified from accumulated other comprehensive loss in connection with derivatives are recorded in interest expense on the condensed consolidated statement of income and comprehensive income. Realized gains and losses on available for sale securities are included in interest and other income on the condensed consolidated statement of income and comprehensive income.

Redeemable Noncontrolling Interest

The carrying value of redeemable noncontrolling interest in the accompanying condensed consolidated balance sheets was $45.1 million and $44.7 million as of June 30, 2017 and December 31, 2016, respectively. The limited partners may redeem their noncontrolling interests for cash in certain circumstances.

The changes to the redemption value of redeemable noncontrolling interests for the six months ended June 30, 2017 is as follows ($ in thousands):

16


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)


 
2017
Balance at January 1,
$
44,684

Reclassification due to change in redemption value and other
1,117

Redemptions
(720
)
Additions

Balance at June 30,
$
45,081


Accounting Estimates

The preparation of condensed consolidated financial statements, in accordance with U.S. GAAP, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to acquiring, developing, and assessing the carrying values of its real estate portfolio, its investments in and advances to joint ventures and affiliates, its notes receivables, and its qualification as a real estate investment trust (“REIT”). The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.

(2)  Significant Transactions During the Second Quarter of 2017 and Subsequent Event

Significant Transactions

Preferred Equity Investment

In April 2017, the Company received cash of $12.6 million from the partial redemption of a preferred equity investment in a joint venture that holds a property located in Seattle, WA. The Company recorded a reduction of $12.4 million in its preferred equity investment. The Company recognized a gain of $0.2 million as a result of this early redemption, which is included in equity income from co-investments in the condensed consolidated statement of income and comprehensive income.

Notes Receivable

In May 2017, the Company made a commitment to fund a mezzanine loan of $13.2 million to a limited liability company that owns Jefferson Stadium Park Apartments, a development project located in Anaheim, CA. The investment will initially accrue interest based on a 10.0% compounded return. This investment is scheduled to mature in May 2021. As of June 30, 2017, the Company had funded $4.0 million of the $13.2 million commitment.

Senior Unsecured Debt

In April 2017, the Company issued $350 million of 10-year 3.625% senior unsecured notes. The interest is paid semi-annually in arrears on May 1 and November 1 of each year commencing on November 1, 2017 until the maturity date of May 1, 2027. The Company used the net proceeds of this offering to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes.

Common Stock

During the second quarter of 2017, the Company issued 311,873 shares of common stock, through our equity distribution program at an average price of $260.30 per share for net proceeds of $80.6 million.

Subsequent to quarter end through July 27, 2017, the Company did not sell any additional shares of common stock through its equity distribution program or through other means.

Subsequent Events

17


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)


In July 2017, the Company repaid $40.0 million in private placement bonds with a coupon rate of 4.5% and a stated maturity date of September 2017.

In July 2017, the Company made a commitment to fund an $11.9 million preferred equity investment in a multifamily development project located in Seattle, WA with an 11.0% initial preferred return and a July 2020 maturity date.

(3) Co-investments

The Company has joint ventures and preferred equity investments in co-investments which are accounted for under the equity method. The co-investments own, operate, and develop apartment communities. The carrying values of the Company's co-investments as of June 30, 2017 and December 31, 2016 are as follows (in thousands, except in parenthetical):
 
Ownership Percentage
 
June 30, 2017
 
December 31, 2016
Membership interest/Partnership interest in:
 
 
 
 
 
CPPIB
50%-55%

 
$
461,872

 
$
422,068

Wesco I, III and IV
50
%
 
180,005

 
180,687

Palm Valley (1)
50
%
 

 
68,396

BEXAEW
50
%
 
46,728

 
47,963

BEX II (2)
50
%
 
(36,025
)
 
19,078

Other
50%-55%

 
41,053

 
43,713

Total operating co-investments, net
 
 
693,633

 
781,905

Total development co-investments, net
50%-55%

 
126,119

 
157,317

Total preferred interest co-investments (includes related party investments of $20.7 million and $35.9 million as of June 30, 2017 and December 31, 2016, respectively)
 
 
225,307

 
222,053

Total co-investments, net
 
 
$
1,045,059

 
$
1,161,275

 
(1) In January 2017, the Company purchased its joint venture partner's 50.0% interest in Palm Valley and as a result of this acquisition, the Company consolidates Palm Valley.
(2) This co-investment was classified as a liability as of June 30, 2017.

The combined summarized entity financial information of co-investments and preferred equity investments is as follows (in thousands).
 
June 30, 2017
 
December 31, 2016
Combined balance sheets:
 
 
 
Rental properties and real estate under development
$
3,460,610

 
$
3,807,245

Other assets
86,369

 
121,505

Total assets
$
3,546,979

 
$
3,928,750

Debt
$
1,416,292

 
$
1,617,639

Other liabilities
69,128

 
74,607

Equity (1)
2,061,559

 
2,236,504

Total liabilities and equity
$
3,546,979

 
$
3,928,750

Company's share of equity
$
1,045,059

 
$
1,161,275





18


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)


 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Combined statements of income:
 
 
 
 
 
 
 
Property revenues
$
72,111

 
$
69,180

 
$
148,016

 
$
144,310

Property operating expenses
(25,866
)
 
(24,580
)
 
(51,275
)
 
(50,401
)
Net operating income
46,245

 
44,600

 
96,741

 
93,909

Gain on sale of real estate

 
10,796

 

 
28,291

Interest expense
(14,024
)
 
(11,142
)
 
(25,945
)
 
(24,282
)
General and administrative
(1,917
)
 
(1,540
)
 
(3,695
)
 
(2,780
)
Depreciation and amortization
(28,423
)
 
(25,391
)
 
(56,327
)
 
(54,107
)
Net income
$
1,881

 
$
17,323

 
$
10,774

 
$
41,031

Company's share of net income (1)
$
10,308

 
$
14,296

 
$
21,207

 
$
29,364

 
(1) Includes the Company's share of equity income from co-investments and preferred equity investments, gain on sales of co-investments, co-investment promote income and income from early redemption of preferred equity investments. Includes related party income of $0.5 million and $0.9 million for the three months ended June 30, 2017 and 2016, respectively, and $1.0 million and $1.7 million for the six months ended June 30, 2017 and 2016, respectively.

(4) Notes and Other Receivables
 
Notes receivable, secured by real estate, and other receivables consist of the following as of June 30, 2017 and December 31, 2016 ($ in thousands):
 
June 30, 2017
 
December 31, 2016
Notes receivable, secured, bearing interest at 10.00%, due May 2021
$
3,967

 
$

Notes receivable, secured, bearing interest at 10.75%, due September 2020
27,768

 
17,685

Related party note receivable, secured, bearing interest at 9.50%, due October 2019(1)
6,596

 
6,593

Notes and other receivables from affiliates (2)
4,361

 
4,695

Other receivables
11,968

 
11,997

Total notes and other receivables
$
54,660

 
$
40,970


(1) See Note 5, Related Party Transactions, for additional details.
(2) The Company had $4.4 million and $4.7 million of short-term loans outstanding and due from various joint ventures as of June 30, 2017 and December 31, 2016, respectively. See Note 5, Related Party Transactions, for additional details.

(5) Related Party Transactions

The Company charges certain fees relating to its co-investments for asset management, property management, development, and redevelopment services. These fees from affiliates totaled $2.9 million and $3.2 million during the three months ended June 30, 2017 and 2016, respectively, and $5.9 million and $6.5 million during the six months ended June 30, 2017 and 2016, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of $0.6 million and $1.1 million against general and administrative expenses for the three months ended June 30, 2017 and 2016, respectively, and $1.4 million and $2.4 million for the six months ended June 30, 2017 and 2016, respectively.

The Company’s Chairman and founder, Mr. George Marcus, is the Chairman of the Marcus & Millichap Company (“MMC”), which is a parent company of a diversified group of real estate service, investment, and development firms. Mr. Marcus is also

19


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)

the Co-Chairman of Marcus & Millichap, Inc. (“MMI”), and Mr. Marcus owns a controlling interest in MMI, a national brokerage firm listed on the New York Stock Exchange. 

In March 2017, the Company converted its existing $15.3 million preferred equity investment in Sage at Cupertino, a 230 apartment home community located in San Jose, CA, into a 40.5% common equity ownership interest in the property. The Company issued DownREIT units to the other members, including an MMC affiliate, based on an estimated property valuation of $90.0 million. The property is encumbered by $52.0 million of mortgage debt. As a result of this transaction, the Company consolidates the property, based on a VIE analysis performed by the Company.

In 2015, the Company made preferred equity investments totaling $20.0 million in three entities affiliated with MMC that own apartment communities in California. The Company earns a 9.5% preferred return on each such investment, all of which are scheduled to mature in 2022.

As described in Note 4, the Company has provided short-term loans to affiliates. As of June 30, 2017 and December 31, 2016, $4.4 million and $4.7 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and is classified within notes and other receivables in the accompanying condensed consolidated balance sheets. In November 2016, the Company provided a $6.6 million mezzanine loan to a limited liability company in which MMC holds a significant ownership interest through subsidiaries. The mezzanine loan is also classified within notes and other receivables in the accompanying condensed consolidated balance sheets and had an outstanding balance of $6.6 million as of both June 30, 2017 and December 31, 2016.

(6) Debt
 
The Company does not have indebtedness as debt is incurred by the Operating Partnership. The Company guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities for the full term of such debt.

Debt consists of the following ($ in thousands):
 
June 30, 2017
 
December 31, 2016
 
Weighted Average
Maturity
In Years
Unsecured bonds private placement - fixed rate
$
314,315

 
$
314,190

 
3.1
Term loan - variable rate
348,368

 
98,189

 
4.6
Bonds public offering - fixed rate
2,878,119

 
2,834,400

 
7.0
Unsecured debt, net (1)
3,540,802

 
3,246,779

 
 
Lines of credit (2)

 
125,000

 

Mortgage notes payable, net (3)
2,122,593

 
2,191,481

 
5.7
Total debt, net
$
5,663,395

 
$
5,563,260

 
 
Weighted average interest rate on fixed rate unsecured and unsecured private placement bonds
3.8
%
 
3.6
%
 
 
Weighted average interest rate on variable rate term loan
2.3
%
 
2.3
%
 
 
Weighted average interest rate on lines of credit
1.9
%
 
1.8
%
 
 
Weighted average interest rate on mortgage notes payable
4.3
%
 
4.3
%
 
 

(1) Includes unamortized discount of $4.8 million and $0.1 million and unamortized debt issuance costs of $19.4 million and $18.1 million, as of June 30, 2017 and December 31, 2016, respectively.
(2) Lines of credit, related to the Company's two lines of unsecured credit aggregating $1.03 billion as of June 30, 2017, excludes unamortized debt issuance costs of $3.7 million and $3.3 million as of June 30, 2017 and December 31, 2016, respectively. These debt issuance costs are included in prepaid expenses and other assets on the condensed consolidated balance sheets. The Company’s $1.0 billion credit facility had an interest rate of LIBOR plus 0.90%, which is based on a tiered rate structure tied to the Company’s credit ratings. In January 2017, the Company’s $1.0 billion credit facility’s maturity date was extended to December 2020 with one 18-month extension, exercisable at the Company’s option. The Company’s $25.0 million

20


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)

working capital unsecured line of credit had an interest rate of LIBOR plus 0.90%, which is based on a tiered rate structure tied to the Company’s credit ratings. The $25.0 million credit facility matures in January 2018.
(3) Includes unamortized premium of $41.6 million and $50.8 million, reduced by unamortized debt issuance costs of $6.4 million and $7.4 million, as of June 30, 2017 and December 31, 2016, respectively.

The aggregate scheduled principal payments of the Company’s outstanding debt as of June 30, 2017 are as follows (excluding lines of credit) ($ in thousands):
Remaining in 2017
$
55,105

2018
257,108

2019
653,114

2020
695,070

2021
552,831

Thereafter
3,439,209

Total
$
5,652,437


(7) Segment Information

The Company's segment disclosures present the measure used by the chief operating decision makers for purposes of assessing each segment's performance. Essex's chief operating decision makers are comprised of several members of its executive management team who use net operating income ("NOI") to assess the performance of the business for the Company's reportable operating segments. NOI represents total property revenue less direct property operating expenses.

The executive management team evaluates the Company's operating performance geographically. The Company defines its reportable operating segments as the three geographical regions in which its communities are located: Southern California, Northern California, and Seattle Metro.

Excluded from segment revenues and NOI are management and other fees from affiliates and interest and other income. Non-segment revenues and NOI included in the following schedule also consist of revenue generated from commercial properties and properties that have been sold. Other non-segment assets include real estate under development, co-investments, real estate held for sale, net, cash and cash equivalents, marketable securities, notes and other receivables, and prepaid expenses and other assets.

The revenues and NOI for each of the reportable operating segments are summarized as follows for the three and six months ended June 30, 2017 and 2016 ($ in thousands):

21


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2017 and 2016
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
Southern California
$
147,784

 
$
139,108

 
$
294,883

 
$
275,002

Northern California
126,550

 
113,035

 
249,858

 
223,443

Seattle Metro
57,087

 
53,576

 
113,279

 
105,649

Other real estate assets
5,345

 
13,843

 
11,914

 
27,646

Total property revenues
$
336,766

 
$
319,562

 
$
669,934

 
$
631,740