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 SeptemberJune 30, 20182019


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.)
Commission file number 333-44467-01 (Essex Portfolio, L.P.)


ESSEX PROPERTY TRUST, INC.
ESSEX PORTFOLIO, L.P.
(Exact name of Registrant as Specified in its Charter)
Maryland (Essex
77-0369576
(Essex Property Trust, Inc.)
(Essex Property Trust, Inc.)
California77-0369575
 (Essex Portfolio, L.P.) 
77-0369576 (Essex Property Trust, Inc.)
77-0369575 (Essex(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, California94403
(Address of Principal Executive Offices, Including Zip Code)


(650) (650) 655-7800
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: 
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value (Essex Property Trust, Inc.)ESSNew York Stock Exchange

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
Yes
☒No☐Essex Portfolio, L.P.Yesx☒Noo☐



i

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Essex Property Trust, Inc.    Yes x   No o
Yes
☒No☐Essex Portfolio, L.P.Yesx☒Noo☐


i


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"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company”company" and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act. (Check one):


Essex Property Trust, Inc.:
Large accelerated filerx
☒

Accelerated filero
☐
Non-accelerated filero
☐
Smaller reporting companyo☐
   
Emerging growth companyo


☐


Essex Portfolio, L.P.:
Large accelerated filero
☐Accelerated filer☐Non-accelerated filer
☒

Accelerated filer o
Non-accelerated filer x
Smaller reporting companyo
☐
   
Emerging growth companyo

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.☐
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
Yes
☐No☒Essex Portfolio, L.P.Yeso☐Nox☒
 
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: 66,065,09765,727,808 shares of Common Stock ($0.0001 par value) of Essex Property Trust, Inc. were outstanding as of October 29, 2018.July 23, 2019.
 


ii


EXPLANATORY NOTE


This report combines the reports on Form 10-Q for the three and ninesix month periods ended SeptemberJune 30, 20182019 of Essex Property Trust, Inc., a Maryland corporation, and Essex Portfolio, L.P., a Delaware limited partnership of which Essex Property Trust, Inc. is the sole general partner.


Unless stated otherwise or the context otherwise requires, references to the “Company,” “we,” “us”"Company," "we," "us" or “our”"our" mean collectively Essex Property Trust, Inc. and those entities/subsidiaries owned or controlled by Essex Property Trust, Inc., including Essex Portfolio, L.P., and references to the “Operating Partnership”"Operating Partnership" mean Essex Portfolio, L.P. and those entities/subsidiaries owned or controlled by Essex Portfolio, L.P. Unless stated otherwise or the context otherwise requires, references to “Essex”"Essex" mean Essex Property Trust, Inc., not including any of its subsidiaries.


Essex operates as a self-administered and self-managed real estate investment trust (“REIT”("REIT"), and is the sole general partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Essex has exclusive control of the Operating Partnership's day-to-day management.


The Company is structured as an umbrella partnership REIT (“UPREIT”("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,”" and the holders of such OP Units, “Unitholders”"Unitholders") equal to the number of shares of common stock it has issued in the equity offering.offerings. 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 the Operating Partnership'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 the Operating Partnership into this single report provides the following benefits:


enhances investors' understanding of Essex 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 Essex and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.


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


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 the Operating Partnership. Essex's primary function is acting as the general partner of the Operating Partnership. As general partner with control of the Operating Partnership, Essex consolidates the Operating Partnership for financial reporting purposes. Therefore, the assets and liabilities of Essex 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 the Operating Partnership, 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 co-investments. 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 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 of capital 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 co-investments.


The Company believes it is important to understand the few differences between Essex and the Operating Partnership in the context of how Essex and the Operating Partnership 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 Essex 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 condensed consolidated financial statements include the interest of unaffiliated partners in various condensed consolidated partnerships and co-investment partners. The noncontrolling interest in Essex's condensed consolidated financial statements include (i) the same noncontrolling interest as presented in


iii


presented in the Operating Partnership’s condensed consolidated financial statements and (ii) OP Unit holders. The differences between stockholders' equity and partners' capital result from differences in the equity issued at Essex and Operating Partnership levels.
 
To help investors understand the significant differences between Essex and the Operating Partnership, this report on Form 10-Q provides separate consolidated financial statements for Essex and the Operating Partnership; a single set of consolidated 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 on Form 10-Q also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Essex and the Operating Partnership in order to establish that the requisite certifications have been made and that Essex and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”"Exchange Act") and 18 U.S.C. §1350.


In order to highlight the differences between Essex and the Operating Partnership, the separate sections in this report on Form 10-Q for Essex and the Operating Partnership specifically refer to Essex and the Operating Partnership. In the sections that combine disclosure of Essex 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 co-investments 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 Essex 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, 2017.2018.


iv


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


PART I. FINANCIAL INFORMATIONPage No.
   
Item 1.Condensed Consolidated Financial Statements of Essex Property Trust, Inc. (Unaudited) 
   
 
Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20182019 and December 31, 20172018
2
   
 
Condensed Consolidated Statements of Income and Comprehensive Income for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018
3
   
 
Condensed Consolidated StatementStatements of Equity for the ninethree and six months ended SeptemberJune 30, 2019 and 2018
4
   
 
Condensed Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20182019 and 20172018
58
   
 Condensed Consolidated Financial Statements of Essex Portfolio, L.P. (Unaudited) 
   
 
Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20182019 and December 31, 2017
7
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2018 and 2017
8
Condensed Consolidated Statement of Capital for the nine months ended September 30, 2018
9
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017
10
   
 
Notes to Condensed Consolidated Financial Statements of Income and Comprehensive Income for the three and six months ended June 30, 2019 and 2018
11
Condensed Consolidated Statements of Capital for the three and six months ended June 30, 2019 and 2018
12
   
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018
16
Notes to Condensed Consolidated Financial Statements
18
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
3139
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risks
4048
   
Item 4.
Controls and Procedures
4149
   
PART II. OTHER INFORMATION 
   
Item 1.
Legal Proceedings
4250
   
Item 1A.
Risk Factors
4250
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
4250
   
Item 3.
Defaults Upon Senior Securities
4351
   
Item 4.
Mine Safety Disclosures
4351
   
Item 5.
Other Information
4351
   
Item 6.
Exhibits
4452
   
Signatures
4553


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)
ASSETSJune 30, 2019 December 31, 2018
Real estate:   
Rental properties:   
Land and land improvements$2,778,386
 $2,701,356
Buildings and improvements11,007,760
 10,664,745
 13,786,146
 13,366,101
Less: accumulated depreciation(3,447,848) (3,209,548)
 10,338,298
 10,156,553
Real estate under development542,207
 454,629
Co-investments1,324,081
 1,300,140
 12,204,586
 11,911,322
Cash and cash equivalents-unrestricted38,168
 134,465
Cash and cash equivalents-restricted16,803
 16,930
Marketable securities215,434
 209,545
Notes and other receivables (includes related party receivables of $10.6 million and $11.1 million as of June 30, 2019 and December 31, 2018, respectively)74,416
 71,895
Operating lease right-of-use assets76,205
 —
Prepaid expenses and other assets45,533
 39,439
Total assets$12,671,145
 $12,383,596
    
LIABILITIES AND EQUITY 
  
Unsecured debt, net$4,294,312
 $3,799,316
Mortgage notes payable, net1,429,939
 1,806,626
Lines of credit117,000
 —
Accounts payable and accrued liabilities140,188
 127,086
Construction payable59,720
 59,345
Dividends payable134,440
 128,529
Operating lease liabilities78,226
 —
Other liabilities35,374
 33,375
Total liabilities6,289,199
 5,954,277
Commitments and contingencies


 


Redeemable noncontrolling interest36,830
 35,475
Equity: 
  
Common stock; $0.0001 par value, 670,000,000 shares authorized; 65,726,808 and 65,890,322 shares issued and outstanding, respectively7
 7
Additional paid-in capital7,031,886
 7,093,079
Distributions in excess of accumulated earnings(857,994) (812,796)
Accumulated other comprehensive loss, net(18,992) (13,217)
Total stockholders' equity6,154,907
 6,267,073
Noncontrolling interest190,209
 126,771
Total equity6,345,116
 6,393,844
Total liabilities and equity$12,671,145
 $12,383,596

ASSETSSeptember 30, 2018 December 31, 2017
Real estate:   
Rental properties:   
Land and land improvements$2,710,139
 $2,719,064
Buildings and improvements10,744,841
 10,643,009
 13,454,980
 13,362,073
Less: accumulated depreciation(3,113,386) (2,769,297)
 10,341,594
 10,592,776
Real estate under development403,644
 355,735
Co-investments1,267,593
 1,155,984
 12,012,831
 12,104,495
Cash and cash equivalents-unrestricted157,279
 44,620
Cash and cash equivalents-restricted17,347
 16,506
Marketable securities210,596
 190,004
Notes and other receivables (includes related party receivables of $10.3 million and $41.2 million as of September 30, 2018 and December 31, 2017, respectively)69,166
 100,926
Prepaid expenses and other assets50,924
 39,155
Total assets$12,518,143
 $12,495,706
    
LIABILITIES AND EQUITY 
  
Unsecured debt, net$3,798,705
 $3,501,709
Mortgage notes payable, net1,834,967
 2,008,417
Lines of credit—
 179,000
Accounts payable and accrued liabilities185,426
 127,501
Construction payable63,905
 51,770
Dividends payable128,831
 121,420
Distributions in excess of investments in co-investments—
 36,726
Other liabilities33,616
 33,132
Total liabilities6,045,450
 6,059,675
Commitments and contingencies

 

Redeemable noncontrolling interest36,665
 39,206
Equity: 
  
Common stock; $0.0001 par value, 670,000,000 shares authorized; 66,055,166 and 66,054,399 shares issued and outstanding, respectively7
 7
Additional paid-in capital7,133,587
 7,129,571
Distributions in excess of accumulated earnings(808,085) (833,726)
Accumulated other comprehensive loss, net(8,548) (18,446)
Total stockholders' equity6,316,961
 6,277,406
Noncontrolling interest119,067
 119,419
Total equity6,436,028
 6,396,825
Total liabilities and equity$12,518,143
 $12,495,706


See accompanying notes to the unaudited condensed consolidated financial statements.


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except share and per share amounts)
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Revenues:              
Rental and other property$348,610
 $341,974
 $1,040,083
 $1,011,908
$359,375
 $346,526
 $713,263
 $691,473
Management and other fees from affiliates2,307
 2,395
 6,812
 6,927
2,260
 2,197
 4,595
 4,505
350,917
 344,369
 1,046,895
 1,018,835
361,635
 348,723
 717,858
 695,978
Expenses: 
  
     
  
    
Property operating, excluding real estate taxes59,100
 59,033
 174,506
 171,028
59,162
 58,111
 118,060
 115,361
Real estate taxes38,675
 37,531
 112,378
 108,283
36,285
 36,035
 75,703
 73,748
Corporate-level property management expenses7,761
 7,573
 23,313
 22,604
8,212
 7,782
 16,365
 15,552
Depreciation and amortization120,852
 117,451
 359,287
 350,893
119,465
 119,330
 240,033
 238,435
General and administrative10,601
 9,788
 36,539
 30,726
13,927
 11,125
 27,386
 25,938
Expensed acquisition and investment related costs31
 324
 156
 1,154
24
 68
 56
 125
237,020
 231,700
 706,179
 684,688
237,075
 232,451
 477,603
 469,159
Gain on sale of real estate and land—
 22,244
 —
 22,244
Earnings from operations113,897
 112,669
 340,716
 334,147
124,560
 138,516
 240,255
 249,063
Interest expense(55,196) (55,938) (166,335) (167,333)(54,112) (56,278) (107,755) (111,139)
Total return swap income2,184
 2,538
 6,682
 7,653
1,975
 2,228
 4,020
 4,498
Interest and other income8,437
 5,790
 21,241
 17,916
8,347
 6,895
 20,608
 12,804
Equity income from co-investments16,788
 19,727
 64,611
 40,934
16,959
 15,049
 33,235
 47,823
Gain on sale of real estate and land—
 249
 22,244
 26,423
Gain on early retirement of debt, net332
 —
 1,668
 —
Gain on remeasurement of co-investment—
 —
 —
 88,641
—
 —
 31,535
 —
Net income86,110
 85,035
 289,159
 348,381
98,061
 106,410
 223,566
 203,049
Net income attributable to noncontrolling interest(5,135) (5,312) (16,826) (18,935)(5,786) (5,970) (12,433) (11,691)
Net income available to common stockholders$80,975
 $79,723
 $272,333
 $329,446
$92,275
 $100,440
 $211,133
 $191,358
Comprehensive income$89,100
 $88,870
 $301,708
 $356,102
$93,740
 $109,793
 $217,408
 $212,608
Comprehensive income attributable to noncontrolling interest(5,235) (5,438) (17,243) (19,190)(5,640) (6,082) (12,225) (12,008)
Comprehensive income attributable to controlling interest$83,865
 $83,432
 $284,465
 $336,912
$88,100
 $103,711
 $205,183
 $200,600
Per share data: 
  
     
  
    
Basic: 
  
     
  
    
Net income available to common stockholders$1.23
 $1.21
 $4.12
 $5.01
$1.40
 $1.52
 $3.21
 $2.90
Weighted average number of shares outstanding during the period66,052,108
 65,994,896
 66,047,990
 65,759,450
65,718,806
 66,047,751
 65,710,842
 66,045,897
Diluted: 
  
     
  
    
Net income available to common stockholders$1.22
 $1.21
 $4.12
 $5.00
$1.40
 $1.52
 $3.21
 $2.90
Weighted average number of shares outstanding during the period66,103,812
 66,078,283
 66,093,004
 65,836,965
65,821,815
 66,096,349
 65,802,417
 66,088,803
Dividend per common share$1.86
 $1.75
 $5.58
 $5.25


See accompanying notes to the unaudited condensed consolidated financial statements.


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated StatementStatements of Equity for the ninethree and six months ended SeptemberJune 30, 2019 and 2018
(Unaudited)
(In thousands)
 Common stock Additional paid-in capital 
Distributions
in excess of accumulated earnings
 
Accumulated
other
comprehensive loss, net
 Noncontrolling Interest   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, 2017 66,054
 $7
 $7,129,571
 $(833,726) $(18,446) $119,419
 $6,396,825
Three Months Ended June 30, 2019 Shares Amount Additional paid-in capital 
Distributions
in excess of accumulated earnings
 
Accumulated
other
comprehensive loss, net
 Noncontrolling Interest Total
Balances at March 31, 2019 65,716
 $7
 $6,317,195
Net income —
 —
 —
 272,333
 —
 16,826
 289,159
 —
 —
 —
 92,275
 —
 5,786
 98,061
Reversal of unrealized losses upon the sale of marketable debt securities —
 —
 —
 —
 6
 —
 6
Reversal of unrealized gains upon the sale of marketable debt securities —
 —
 —
 —
 (63) (2) (65)
Change in fair value of derivatives and amortization of swap settlements —
 —
 —
 —
 12,210
 420
 12,630
 —
 —
 —
 —
 (4,214) (147) (4,361)
Change in fair value of marketable debt securities, net —
 —
 —
 —
 (84) (3) (87) —
 —
 —
 —
 102
 3
 105
Issuance of common stock under:  
  
  
  
  
  
  
  
  
  
  
  
  
  
Stock option and restricted stock plans, net 17
 —
 2,751
 —
 —
 —
 2,751
 11
 —
 2,024
 —
 —
 —
 2,024
Sale of common stock, net —
 —
 (483) —
 —
 —
 (483) —
 —
 (62) —
 —
 —
 (62)
Equity based compensation costs —
 —
 7,697
 —
 —
 864
 8,561
 —
 —
 3,171
 —
 —
 329
 3,500
Retirement of common stock, net (17) —
 (3,774) —
 —
 —
 (3,774)
Cumulative effect upon adoption of ASU No. 2016-01 —
 —
 —
 2,234
 (2,234) —
 —
Cumulative effect upon adoption of ASU No. 2017-05 —
 —
 —
 119,651
 —
 4,057
 123,708
Changes in the redemption value of redeemable noncontrolling interest —
 —
 (2,032) —
 —
 (221) (2,253) —
 —
 288
 —
 —
 51
 339
Changes in noncontrolling interest from acquisition —
 —
 —
 —
 —
 65,472
 65,472
Distributions to noncontrolling interest —
 —
 —
 —
 —
 (22,281) (22,281) —
 —
 —
 —
 —
 (6,944) (6,944)
Redemptions of noncontrolling interest 1
 —
 (143) —
 —
 (14) (157) —
 —
 (1,689) —
 —
 (277) (1,966)
Common stock dividends —
 —
 —
 (368,577) —
 —
 (368,577)
Balances at September 30, 2018 66,055
 $7
 $7,133,587
 $(808,085) $(8,548) $119,067
 $6,436,028
Common stock dividends ($1.95 per share) —
 —
 —
 (128,182) —
 —
 (128,182)
Balances at June 30, 2019 65,727
 $7
 $7,031,886
 $(857,994) $(18,992) $190,209
 $6,345,116

  Common stock Additional paid-in capital 
Distributions
in excess of accumulated earnings
 
Accumulated
other
comprehensive loss, net
 Noncontrolling Interest  
Six Months Ended June 30, 2019 Shares Amount     Total
Balances at December 31, 2018 65,890
 $7
 $7,093,079
 $(812,796) $(13,217) $126,771
 $6,393,844
Net income —
 —
 —
 211,133
 —
 12,433
 223,566
Reversal of unrealized gains upon the sale of marketable debt securities —
 —
 —
 —
 (31) (1) (32)
Change in fair value of derivatives and amortization of swap settlements —
 —
 —
 —
 (6,140) (214) (6,354)
Change in fair value of marketable debt securities, net —
 —
 —
 —
 221
 7
 228
Issuance of common stock under:              
Stock option and restricted stock plans, net 62
 —
 5,228
 —
 —
 —
 5,228
  Sale of common stock, net —
 —
 (82) —
 —
 —
 (82)
Equity based compensation costs —
 —
 5,472
 —
 —
 628
 6,100
Retirement of common stock, net (234) —
 (56,989) —
 —
 —
 (56,989)
Cumulative effect upon adoption of ASU No. 2017-12 —
 —
 —
 —
 175
 6
 181
Changes in the redemption value of redeemable noncontrolling interest —
 —
 (2,739) —
 —
 1,311
 (1,428)
Changes in noncontrolling interest from acquisition —
 —
 —
 —
 —
 65,472
 65,472
Distributions to noncontrolling interest —
 —
 —
 —
 —
 (14,108) (14,108)
Redemptions of noncontrolling interest 9
 —
 (12,083) —
 —
 (2,096) (14,179)
Common stock dividends ($3.90 per share) —
 —
 —
 (256,331) —
 —
 (256,331)
Balances at June 30, 2019 65,727
 $7
 $7,031,886
 $(857,994) $(18,992) $190,209
 $6,345,116


  Common stock Additional paid-in capital 
Distributions
in excess of accumulated earnings
 
Accumulated
other
comprehensive loss, net
 Noncontrolling Interest  
Three Months Ended June 30, 2018 Shares Amount     Total
Balances at March 31, 2018 66,044
 $7
 $7,127,248
 $(743,773) $(14,709) $123,386
 $6,492,159
Net income —
 —
 —
 100,440
 —
 5,970
 106,410
Reversal of unrealized losses upon the sale of marketable debt securities —
 —
 —
 —
 3
 —
 3
Change in fair value of derivatives and amortization of swap settlements —
 —
 —
 —
 3,289
 113
 3,402
Change in fair value of marketable debt securities, net —
 —
 —
 —
 (21) (1) (22)
Issuance of common stock under:  
  
  
  
  
  
  
Stock option and restricted stock plans, net 5
 —
 642
 —
 —
 —
 642
  Sale of common stock, net —
 —
 (286) —
 —
 —
 (286)
Equity based compensation costs —
 —
 3,948
 —
 —
 336
 4,284
Changes in the redemption value of redeemable noncontrolling interest —
 —
 311
 —
 —
 (203) 108
Distributions to noncontrolling interest —
 —
 —
 —
 —
 (9,100) (9,100)
Redemptions of noncontrolling interest 1
 —
 (54) —
 —
 (3) (57)
Common stock dividends ($1.86 per share) —
 —
 —
 (122,860) —
 —
 (122,860)
Balances at June 30, 2018 66,050
 $7
 $7,131,809
 $(766,193) $(11,438) $120,498
 $6,474,683


  Common stock Additional paid-in capital 
Distributions
in excess of accumulated earnings
 
Accumulated
other
comprehensive loss, net
 Noncontrolling Interest  
Six Months Ended June 30, 2018 Shares Amount     Total
Balances at December 31, 2017 66,054
 $7
 $7,129,571
 $(833,726) $(18,446) $119,419
 $6,396,825
Net income —
 —
 —
 191,358
 —
 11,691
 203,049
Reversal of unrealized losses upon the sale of marketable debt securities —
 —
 —
 —
 2
 —
 2
Change in fair value of derivatives and amortization of swap settlements —
 —
 —
 —
 9,335
 321
 9,656
Change in fair value of marketable debt securities, net —
 —
 —
 —
 (95) (4) (99)
Issuance of common stock under:  
  
  
  
  
  
  
Stock option and restricted stock plans, net 12
 —
 1,864
 —
 —
 —
 1,864
  Sale of common stock, net —
 —
 (353) —
 —
 —
 (353)
Equity based compensation costs —
 —
 6,201
 —
 —
 613
 6,814
Retirement of common stock, net (17) —
 (3,774) —
 —
 —
 (3,774)
Cumulative effect upon adoption of ASU No. 2016-01 —
 —
 —
 2,234
 (2,234) —
 —
Cumulative effect upon adoption of ASU No. 2017-05 —
 —
 —
 119,651
 —
 4,057
 123,708
Changes in the redemption value of redeemable noncontrolling interest —
 —
 (1,646) —
 —
 (199) (1,845)
Distributions to noncontrolling interest —
 —
 —
 —
 —
 (15,397) (15,397)
Redemptions of noncontrolling interest 1
 —
 (54) —
 —
 (3) (57)
Common stock dividends ($3.72 per share) —
 —
 —
 (245,710) —
 —
 (245,710)
Balances at June 30, 2018 66,050
 $7
 $7,131,809
 $(766,193) $(11,438) $120,498
 $6,474,683

See accompanying notes to the unaudited condensed consolidated financial statements.


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands, except parenthetical amounts) 
Nine Months Ended September 30,Six Months Ended June 30,
2018 20172019 2018
Cash flows from operating activities:      
Net income$289,159
 $348,381
$223,566
 $203,049
Adjustments to reconcile net income to net cash provided by operating activities: 
  
 
  
Depreciation and amortization359,287
 350,893
240,033
 238,435
Amortization of discount on marketable securities(12,949) (11,128)(10,869) (8,469)
Amortization of (premium) discount and debt financing costs, net(1,958) (5,132)
Gain on sale of marketable securities and other investments(669) (1,650)
Unrealized gain on equity securities recognized through income(426) —
Amortization of discount (premium) and debt financing costs, net1,726
 (1,352)
Gain on sale of marketable securities(498) (549)
Unrealized (gain) loss on equity securities recognized through income(4,454) 754
Company's share of gain on the sales of co-investments—
 (10,058)(870) —
Earnings from co-investments(64,611) (30,876)(32,365) (47,823)
Operating distributions from co-investments80,232
 47,702
38,699
 61,107
Accrued interest from notes and other receivables(4,016) (2,738)(2,896) (2,633)
Gain on the sale of real estate and land(22,244) (26,423)—
 (22,244)
Equity-based compensation7,209
 4,894
5,321
 5,906
Gain on early retirement of debt, net(1,668) —
Gain on remeasurement of co-investment—
 (88,641)(31,535) —
Changes in operating assets and liabilities:      
Prepaid expenses, receivables and other assets(4,044) (2,844)
Accounts payable and accrued liabilities55,469
 50,788
Prepaid expenses, receivables, operating lease right-of-use assets, and other assets(7,925) (6,078)
Accounts payable, accrued liabilities, and operating lease liabilities12,486
 2,839
Other liabilities698
 399
1,082
 579
Net cash provided by operating activities681,137
 623,567
429,833
 423,521
Cash flows from investing activities: 
  
 
  
Additions to real estate: 
  
 
  
Acquisitions of real estate and acquisition related capital expenditures(7,807) (200,028)(47,585) (5,476)
Redevelopment(54,656) (50,642)(30,804) (36,466)
Development acquisitions of and additions to real estate under development(131,867) (92,936)(86,108) (75,303)
Capital expenditures on rental properties(54,890) (48,735)(41,927) (30,975)
Investments in notes receivable—
 (76,961)
Collections of notes receivable29,500
 —
Collections of notes and other receivables2,500
 29,500
Proceeds from insurance for property losses1,237
 648
2,698
 917
Proceeds from dispositions of real estate130,730
 132,039
—
 130,730
Contributions to co-investments(100,202) (231,552)(167,278) (97,826)
Changes in refundable deposits(3,804) 2,594
252
 (3,785)
Purchases of marketable securities(29,130) (65,668)(40,098) (27,995)
Sales and maturities of marketable securities22,501
 33,377
50,226
 18,975
Non-operating distributions from co-investments62,564
 112,572
26,657
 38,696
Net cash used in investing activities(135,824) (485,292)(331,467) (59,008)
Cash flows from financing activities: 
  
 
  
Proceeds from unsecured debt and mortgage notes298,773
 597,981
498,234
 298,773
Payments on unsecured debt and mortgage notes(162,317) (460,040)(473,528) (110,829)
Proceeds from lines of credit454,170
 564,833
975,832
 438,528
Repayments of lines of credit(633,170) (687,224)(858,832) (614,858)
Retirement of common stock(3,774) —
(56,989) (3,774)
Additions to deferred charges(4,093) (4,108)(5,873) (3,771)
Net proceeds from issuance of common stock(483) 80,377
(82) (353)
Net proceeds from stock options exercised2,751
 24,079
8,743
 1,864
Payments related to tax withholding for share-based compensation(23) (118)(3,515) (23)
Distributions to noncontrolling interest(22,137) (20,405)(13,842) (15,066)

Nine Months Ended September 30,Six Months Ended June 30,
2018 20172019 2018
Redemption of noncontrolling interest(157) (4,849)(14,179) (57)
Redemption of redeemable noncontrolling interest(43) (720)(73) (43)
Common and preferred stock dividends paid(361,310) (335,110)(250,686) (238,454)
Net cash used in financing activities(431,813) (245,304)(194,790) (248,063)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents113,500
 (107,029)
Net (decrease) increase in unrestricted and restricted cash and cash equivalents(96,424) 116,450
Unrestricted and restricted cash and cash equivalents at beginning of period61,126
 170,302
151,395
 61,126
Unrestricted and restricted cash and cash equivalents at end of period$174,626
 $63,273
$54,971
 $177,576
      
Supplemental disclosure of cash flow information:      
Cash paid for interest (net of $13.3 million and $10.0 million capitalized in 2018 and 2017, respectively)$146,039
 $148,742
Cash paid for interest (net of $12.3 million and $8.4 million capitalized in 2019 and
2018, respectively)		$94,925
 $100,496
Cash paid for amounts included in the measurement of lease liabilities:   
Operating cash flows from operating leases$3,392
 $—
Supplemental disclosure of noncash investing and financing activities: 
  
 
  
Issuance of DownREIT units in connection with acquisition of real estate$—
 $22,506
Issuance of DownREIT limited partnership units in connection with acquisition of real estate$65,472
 $—
Transfers between real estate under development to rental properties, net$99,547
 $2,195
$138
 $98,318
Transfer from real estate under development to co-investments$640
 $4,122
$240
 $640
Reclassifications to redeemable noncontrolling interest from additional paid in capital and noncontrolling interest$2,253
 $903
$1,428
 $1,845
Redemption of redeemable noncontrolling interest via reduction of note receivable$4,751
 $—
$—
 $4,751
Initial recognition of operating lease right-of-use assets$77,645
 $—
Initial recognition of operating lease liabilities$79,693
 $—
Debt assumed in connection with acquisition$—
 $51,882
$98,681
 $—
Repayment of mortgage note from new financing proceeds$52,000
 $—


See accompanying notes to the unaudited condensed consolidated financial statements.




ESSEX PORTFOLIO, L.P.  AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except parenthetical and unit amounts)
ASSETSSeptember 30, 2018 December 31, 2017June 30, 2019 December 31, 2018
Real estate:      
Rental properties:      
Land and land improvements$2,710,139
 $2,719,064
$2,778,386
 $2,701,356
Buildings and improvements10,744,841
 10,643,009
11,007,760
 10,664,745
13,454,980
 13,362,073
13,786,146
 13,366,101
Less: accumulated depreciation(3,113,386) (2,769,297)(3,447,848) (3,209,548)
10,341,594
 10,592,776
10,338,298
 10,156,553
Real estate under development403,644
 355,735
542,207
 454,629
Co-investments1,267,593
 1,155,984
1,324,081
 1,300,140
12,012,831
 12,104,495
12,204,586
 11,911,322
Cash and cash equivalents-unrestricted157,279
 44,620
38,168
 134,465
Cash and cash equivalents-restricted17,347
 16,506
16,803
 16,930
Marketable securities210,596
 190,004
215,434
 209,545
Notes and other receivables (includes related party receivables of $10.3 million and $41.2 million as of September 30, 2018 and December 31, 2017, respectively)69,166
 100,926
Notes and other receivables (includes related party receivables of $10.6 million and $11.1 million as of June 30, 2019 and December 31, 2018, respectively)74,416
 71,895
Operating lease right-of-use assets76,205
 —
Prepaid expenses and other assets50,924
 39,155
45,533
 39,439
Total assets$12,518,143

$12,495,706
$12,671,145

$12,383,596
      
LIABILITIES AND CAPITAL 
  
 
  
Unsecured debt, net$3,798,705
 $3,501,709
$4,294,312
 $3,799,316
Mortgage notes payable, net1,834,967
 2,008,417
1,429,939
 1,806,626
Lines of credit—
 179,000
117,000
 —
Accounts payable and accrued liabilities185,426
 127,501
140,188
 127,086
Construction payable63,905
 51,770
59,720
 59,345
Distributions payable128,831
 121,420
134,440
 128,529
Distributions in excess of investments in co-investments—
 36,726
Operating lease liabilities78,226
 —
Other liabilities33,616
 33,132
35,374
 33,375
Total liabilities6,045,450

6,059,675
6,289,199

5,954,277
Commitments and contingencies

 



 


Redeemable noncontrolling interest36,665
 39,206
36,830
 35,475
Capital: 
  
 
  
General Partner:      
Common equity (66,055,166 and 66,054,399 units issued and outstanding, respectively)6,325,509
 6,295,852
Common equity (65,726,808 and 65,890,322 units issued and outstanding, respectively)6,173,899
 6,280,290
6,325,509

6,295,852
6,173,899

6,280,290
Limited Partners:      
Common equity (2,272,983 and 2,268,114 units issued and outstanding, respectively)51,093
 49,792
Common equity (2,299,237 and 2,305,389 units issued and outstanding, respectively)57,726
 59,061
Accumulated other comprehensive loss(4,908) (15,229)(15,715) (9,738)
Total partners' capital6,371,694

6,330,415
6,215,910

6,329,613
Noncontrolling interest64,334
 66,410
129,206
 64,231
Total capital6,436,028

6,396,825
6,345,116

6,393,844
Total liabilities and capital$12,518,143

$12,495,706
$12,671,145

$12,383,596


See accompanying notes to the unaudited condensed consolidated financial statements.


ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except unit and per unit amounts)
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Revenues:              
Rental and other property$348,610
 $341,974
 $1,040,083
 $1,011,908
$359,375
 $346,526
 $713,263
 $691,473
Management and other fees from affiliates2,307
 2,395
 6,812
 6,927
2,260
 2,197
 4,595
 4,505
350,917
 344,369
 1,046,895
 1,018,835
361,635
 348,723
 717,858
 695,978
Expenses: 
  
     
  
    
Property operating, excluding real estate taxes59,100
 59,033
 174,506
 171,028
59,162
 58,111
 118,060
 115,361
Real estate taxes38,675
 37,531
 112,378
 108,283
36,285
 36,035
 75,703
 73,748
Corporate-level property management expenses7,761
 7,573
 23,313
 22,604
8,212
 7,782
 16,365
 15,552
Depreciation and amortization120,852
 117,451
 359,287
 350,893
119,465
 119,330
 240,033
 238,435
General and administrative10,601
 9,788
 36,539
 30,726
13,927
 11,125
 27,386
 25,938
Expensed acquisition and investment related costs31
 324
 156
 1,154
24
 68
 56
 125
237,020
 231,700
 706,179
 684,688
237,075
 232,451
 477,603
 469,159
Gain on sale of real estate and land—
 22,244
 —
 22,244
Earnings from operations113,897
 112,669
 340,716
 334,147
124,560
 138,516
 240,255
 249,063
Interest expense(55,196) (55,938) (166,335) (167,333)(54,112) (56,278) (107,755) (111,139)
Total return swap income2,184
 2,538
 6,682
 7,653
1,975
 2,228
 4,020
 4,498
Interest and other income8,437
 5,790
 21,241
 17,916
8,347
 6,895
 20,608
 12,804
Equity income from co-investments16,788
 19,727
 64,611
 40,934
16,959
 15,049
 33,235
 47,823
Gain on sale of real estate and land—
 249
 22,244
 26,423
Gain on early retirement of debt, net332
 —
 1,668
 —
Gain on remeasurement of co-investment—
 —
 —
 88,641
—
 —
 31,535
 —
Net income86,110
 85,035
 289,159
 348,381
98,061
 106,410
 223,566
 203,049
Net income attributable to noncontrolling interest(2,346) (2,591) (7,445) (7,646)(2,558) (2,510) (5,034) (5,099)
Net income available to common unitholders$83,764
 $82,444
 $281,714
 $340,735
$95,503
 $103,900
 $218,532
 $197,950
Comprehensive income$89,100
 $88,870
 $301,708
 $356,102
$93,740
 $109,793
 $217,408
 $212,608
Comprehensive income attributable to noncontrolling interest(2,346) (2,591) (7,445) (7,646)(2,558) (2,510) (5,034) (5,099)
Comprehensive income attributable to controlling interest$86,754
 $86,279
 $294,263
 $348,456
$91,182
 $107,283
 $212,374
 $207,509
Per unit data: 
  
     
  
    
Basic: 
  
     
  
    
Net income available to common unitholders$1.23
 $1.21
 $4.12
 $5.01
$1.40
 $1.52
 $3.21
 $2.90
Weighted average number of common units outstanding during the period68,325,091
 68,246,008
 68,321,153
 68,011,123
68,018,090
 68,320,849
 68,012,999
 68,319,151
Diluted:              
Net income available to common unitholders$1.23
 $1.21
 $4.12
 $5.00
$1.40
 $1.52
 $3.21
 $2.90
Weighted average number of common units outstanding during the period68,376,795
 68,329,395
 68,366,167
 68,088,638
68,121,099
 68,369,447
 68,104,574
 68,362,057
Distribution per common unit$1.86
 $1.75
 $5.58
 $5.25


See accompanying notes to the unaudited condensed consolidated financial statements.


ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated StatementStatements of Capital for the ninethree and six months ended SeptemberJune 30, 2019 and 2018
(Unaudited)
(In thousands)
General Partner Limited Partners Accumulated other comprehensive loss    General Partner Limited Partners Accumulated other comprehensive loss    
Common Equity Common Equity Noncontrolling Interest  Common Equity Common Equity Noncontrolling Interest  
Units Amount Units Amount Total
Balances at December 31, 201766,054
 $6,295,852
 2,268
 $49,792
 $(15,229) $66,410
 $6,396,825
Three months ended June 30, 2019Units Amount Units Amount Accumulated other comprehensive loss Noncontrolling Interest Total
Balances at March 31, 201965,716
 $6,206,074
 2,299
 $58,667
 $6,317,195
Net income—
 272,333
 —
 9,381
 —
 7,445
 289,159
—
 92,275
 —
 3,228
 2,558
 98,061
Reversal of unrealized losses upon the sale of marketable debt securities—
 —
 —
 —
 6
 —
 6
Reversal of unrealized gains upon the sale of marketable debt securities—
 —
 —
 —
 (65) —
 (65)
Change in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 12,630
 —
 12,630
—
 —
 —
 —
 (4,361) —
 (4,361)
Change in fair value of marketable debt securities, net—
 —
 —
 —
 (87) —
 (87)—
 —
 —
 —
 105
 —
 105
Issuance of common units under: 
  
  
  
  
  
  
 
  
  
  
  
  
  
General partner's stock based compensation, net17
 2,751
 —
 —
 —
 —
 2,751
11
 2,024
 —
 —
 —
 —
 2,024
Sale of common stock by general partner, net—
 (483) —
 —
 —
 —
 (483)—
 (62) —
 —
 —
 —
 (62)
Equity based compensation costs—
 7,697
 5
 864
 —
 —
 8,561
—
 3,171
 —
 329
 —
 —
 3,500
Retirement of common units, net(17) (3,774) —
 —
 —
 —
 (3,774)
Cumulative effect upon adoption of ASU No. 2016-01—
 2,234
 —
 (6) (2,228) —
 —
Cumulative effect upon adoption of ASU No. 2017-05—
 119,651
 —
 4,057
 —
 —
 123,708
Changes in redemption value of redeemable noncontrolling interest—
 (2,032) —
 (233) —
 12
 (2,253)—
 288
 —
 4
 —
 47
 339
Changes in noncontrolling interest from acquisition—
 —
 —
 —
 —
 65,472
 65,472
Distributions to noncontrolling interest—
 —
 —
 —
 —
 (9,522) (9,522)—
 —
 —
 —
 —
 (2,443) (2,443)
Redemptions1
 (143) —
 (3) —
 (11) (157)—
 (1,689) —
 (1) —
 (276) (1,966)
Distributions declared—
 (368,577) —
 (12,759) —
 —
 (381,336)
Balances at September 30, 201866,055
 $6,325,509
 2,273
 $51,093
 $(4,908) $64,334
 $6,436,028
Distributions declared ($1.95 per unit)—
 (128,182) —
 (4,501) —
 —
 (132,683)
Balances at June 30, 201965,727
 $6,173,899
 2,299
 $57,726
 $(15,715) $129,206
 $6,345,116


 General Partner Limited Partners Accumulated other comprehensive loss    
 Common Equity Common Equity  Noncontrolling Interest  
Six months ended June 30, 2019Units Amount Units Amount   Total
Balances at December 31, 201865,890
 6,280,290
 2,305
 59,061
 (9,738) 64,231
 6,393,844
Net income—
 211,133
 —
 7,399
 —
 5,034
 223,566
Reversal of unrealized gains upon the sale of marketable debt securities—
 —
 —
 —
 (32) —
 (32)
Change in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 (6,354) —
 (6,354)
Change in fair value of marketable debt securities, net—
 —
 —
 —
 228
 —
 228
Issuance of common units under: 
  
  
  
  
  
  
General partner's stock based compensation, net62
 5,228
 —
 —
 —
 —
 5,228
Sale of common stock by general partner, net—
 (82) —
 —
 —
 —
 (82)
Equity based compensation costs—
 5,472
 3
 628
 —
 —
 6,100
Retirement of common units, net(234) (56,989) —
 —
 —
 —
 (56,989)
Cumulative effect upon adoption of ASU No. 2017-12—
 —
 —
 —
 181
 —
 181
Changes in redemption value of redeemable noncontrolling interest—
 (2,739) —
 2
 —
 1,309
 (1,428)
Changes in noncontrolling interest from acquisition—
 —
 —
 —
 —
 65,472
 65,472
Distributions to noncontrolling interest—
 —
 —
 —
 —
 (5,110) (5,110)
Redemptions9
 (12,083) (9) (366) —
 (1,730) (14,179)
Distributions declared ($3.90 per unit)—
 (256,331) —
 (8,998) —
 —
 (265,329)
Balances at June 30, 201965,727
 $6,173,899
 2,299
 $57,726
 $(15,715) $129,206
 $6,345,116


 General Partner Limited Partners Accumulated other comprehensive loss    
 Common Equity Common Equity  Noncontrolling Interest  
Three months ended June 30, 2018Units Amount Units Amount   Total
Balances at March 31, 201866,044
 $6,383,482
 2,273
 $53,003
 $(11,281) $66,955
 $6,492,159
Net income—
 100,440
 —
 3,460
 —
 2,510
 106,410
Reversal of unrealized losses upon the sale of marketable debt securities—
 —
 —
 —
 3
 —
 3
Change in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 3,402
 —
 3,402
Change in fair value of marketable debt securities, net—
 —
 —
 —
 (22) —
 (22)
Issuance of common units under: 
  
  
  
  
  
  
General partner's stock based compensation, net5
 642
 —
 —
 —
 —
 642
Sale of common stock by general partner, net—
 (286) —
 —
 —
 —
 (286)
Equity based compensation costs—
 3,948
 —
 336
 —
 —
 4,284
Changes in redemption value of redeemable noncontrolling interest—
 311
 —
 (203) —
 —
 108
Distributions to noncontrolling interest—
 —
 —
 —
 —
 (4,846) (4,846)
Redemptions1
 (54) —
 (3) —
 —
 (57)
Distributions declared ($1.86 per unit)—
 (122,860) —
 (4,254) —
 —
 (127,114)
Balances at June 30, 201866,050
 $6,365,623
 2,273
 $52,339
 $(7,898) $64,619
 $6,474,683


 General Partner Limited Partners Accumulated other comprehensive loss    
 Common Equity Common Equity  Noncontrolling Interest  
Six months ended June 30, 2018Units Amount Units Amount   Total
Balances at December 31, 201766,054
 $6,295,852
 2,268
 $49,792
 $(15,229) $66,410
 $6,396,825
Net income—
 191,358
 —
 6,592
 —
 5,099
 203,049
Reversal of unrealized losses upon the sale of marketable debt securities—
 —
 —
 —
 2
 —
 2
Change in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 9,656
 —
 9,656
Change in fair value of marketable debt securities, net—
 —
 —
 —
 (99) —
 (99)
Issuance of common units under: 
  
  
  
  
  
  
General partner's stock based compensation, net12
 1,864
 —
 —
 —
 —
 1,864
Sale of common stock by general partner, net—
 (353) —
 —
 —
 —
 (353)
Equity based compensation costs—
 6,201
 5
 613
 —
 —
 6,814
Retirement of common units, net(17) (3,774) —
 —
 —
 —
 (3,774)
Cumulative effect upon adoption of ASU No. 2016-01—
 2,234
 —
 (6) (2,228) —
 —
Cumulative effect upon adoption of ASU No. 2017-05—
 119,651
 —
 4,057
 —
 —
 123,708
Changes in redemption value of redeemable noncontrolling interest—
 (1,646) —
 (199) —
 —
 (1,845)
Distributions to noncontrolling interest—
 —
 —
 —
 —
 (6,890) (6,890)
Redemptions1
 (54) —
 (3) —
 —
 (57)
Distributions declared ($3.72 per unit)—
 (245,710) —
 (8,507) —
 —
 (254,217)
Balances at June 30, 201866,050
 $6,365,623
 2,273
 $52,339
 $(7,898) $64,619
 $6,474,683


See accompanying notes to the unaudited condensed consolidated financial statements.


ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands, except parenthetical amounts)
Nine Months Ended September 30,Six Months Ended June 30,
2018 20172019 2018
Cash flows from operating activities:      
Net income$289,159
 $348,381
$223,566
 $203,049
Adjustments to reconcile net income to net cash provided by operating activities: 
  
 
  
Depreciation and amortization359,287
 350,893
240,033
 238,435
Amortization of discount on marketable securities(12,949) (11,128)(10,869) (8,469)
Amortization of (premium) discount and debt financing costs, net(1,958) (5,132)
Gain on sale of marketable securities and other investments(669) (1,650)
Unrealized gain on equity securities recognized through income(426) —
Amortization of discount (premium) and debt financing costs, net1,726
 (1,352)
Gain on sale of marketable securities(498) (549)
Unrealized (gain) loss on equity securities recognized through income(4,454) 754
Company's share of gain on the sales of co-investment—
 (10,058)(870) —
Earnings from co-investments(64,611) (30,876)(32,365) (47,823)
Operating distributions from co-investments80,232
 47,702
38,699
 61,107
Accrued interest from notes and other receivables(4,016) (2,738)(2,896) (2,633)
Gain on the sale of real estate and land(22,244) (26,423)—
 (22,244)
Equity-based compensation7,209
 4,894
5,321
 5,906
Gain on early retirement of debt(1,668) —
Gain on remeasurement of co-investment—
 (88,641)(31,535) —
Changes in operating assets and liabilities: 
  
 
  
Prepaid expense, receivables and other assets(4,044) (2,844)
Accounts payable and accrued liabilities55,469
 50,788
Prepaid expenses, receivables, operating lease right-of-use assets, and other assets(7,925) (6,078)
Accounts payable, accrued liabilities, and operating lease liabilities12,486
 2,839
Other liabilities698
 399
1,082
 579
Net cash provided by operating activities681,137
 623,567
429,833
 423,521
Cash flows from investing activities: 
  
 
  
Additions to real estate: 
  
 
  
Acquisitions of real estate and acquisition related capital expenditures(7,807) (200,028)(47,585) (5,476)
Redevelopment(54,656) (50,642)(30,804) (36,466)
Development acquisitions of and additions to real estate under development(131,867) (92,936)(86,108) (75,303)
Capital expenditures on rental properties(54,890) (48,735)(41,927) (30,975)
Investments in notes receivable—
 (76,961)
Collections of notes receivable29,500
 —
2,500
 29,500
Proceeds from insurance for property losses1,237
 648
2,698
 917
Proceeds from dispositions of real estate130,730
 132,039
—
 130,730
Contributions to co-investments(100,202) (231,552)(167,278) (97,826)
Changes in refundable deposits(3,804) 2,594
252
 (3,785)
Purchases of marketable securities(29,130) (65,668)(40,098) (27,995)
Sales and maturities of marketable securities22,501
 33,377
50,226
 18,975
Non-operating distributions from co-investments62,564
 112,572
26,657
 38,696
Net cash used in investing activities(135,824) (485,292)(331,467) (59,008)
Cash flows from financing activities: 
  
 
  
Proceeds from unsecured debt and mortgage notes298,773
 597,981
498,234
 298,773
Payments on unsecured debt and mortgage notes(162,317) (460,040)(473,528) (110,829)
Proceeds from lines of credit454,170
 564,833
975,832
 438,528
Repayments of lines of credit(633,170) (687,224)(858,832) (614,858)
Retirement of common units(3,774) —
(56,989) (3,774)
Additions to deferred charges(4,093) (4,108)(5,873) (3,771)
Net proceeds from issuance of common units(483) 80,377
(82) (353)
Net proceeds from stock options exercised2,751
 24,079
8,743
 1,864
Payments related to tax withholding for share-based compensation(23) (118)(3,515) (23)
Distributions to noncontrolling interest(6,615) (5,568)(3,925) (4,460)

Nine Months Ended September 30,Six Months Ended June 30,
2018 20172019 2018
Redemption of noncontrolling interest(157) (4,849)
Redemption of redeemable noncontrolling interest(43) (720)
Redemption of noncontrolling interests(14,179) (57)
Redemption of redeemable noncontrolling interests(73) (43)
Common and preferred units and preferred interest distributions paid(376,832) (349,947)(260,603) (249,060)
Net cash used in financing activities(431,813) (245,304)(194,790) (248,063)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents113,500
 (107,029)(96,424) 116,450
Unrestricted and restricted cash and cash equivalents at beginning of period61,126
 170,302
151,395
 61,126
Unrestricted and restricted cash and cash equivalents at end of period$174,626
 $63,273
$54,971
 $177,576
      
Supplemental disclosure of cash flow information:      
Cash paid for interest (net of $13.3 million and $10.0 million capitalized in 2018 and 2017, respectively)$146,039
 $148,742
Cash paid for interest (net of $12.3 million and $8.4 million capitalized in 2019 and 2018,
respectively)
$94,925
 $100,496
Cash paid for amounts included in the measurement of lease liabilities:   
Operating cash flows from operating leases$3,392
 $—
Supplemental disclosure of noncash investing and financing activities: 
  
 
  
Issuance of DownREIT units in connection with acquisition of real estate$—
 $22,506
Issuance of DownREIT limited partnership units in connection with acquisition of real estate$65,472
 $—
Transfers between real estate under development to rental properties, net$99,547
 $2,195
$138
 $98,318
Transfer from real estate under development to co-investments$640
 $4,122
$240
 $640
Reclassifications to redeemable noncontrolling interest from general partner capital and noncontrolling interest$2,253
 $903
Reclassifications to redeemable noncontrolling interest from general and limited partner capital and noncontrolling interest$1,428
 $1,845
Redemption of redeemable noncontrolling interest via reduction of note receivable$4,571
 $—
$—
 $4,571
Debt assumed in connection with acquisition$—
 $51,882
Repayment of mortgage note from new financing proceeds$52,000
 $—
Initial recognition of operating lease right-of-use assets$77,645
 $—
Initial recognition of operating lease liabilities$79,693
 $—


See accompanying notes to the unaudited condensed consolidated financial statements.


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)



(1) Organization and Basis of Presentation


The accompanying unaudited condensed consolidated financial statements present the accounts of Essex Property Trust, Inc. (“Essex”("Essex" or the “Company”"Company"), which include the accounts of the Company and Essex Portfolio, L.P. and its subsidiaries (the “Operating"Operating Partnership,”" which holds the operating assets of the Company), prepared in accordance with U.S. generally accepted accounting principles (“("U.S. GAAP”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, 2017.2018.


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, including the reclassification of corporate-level property management expenses out of property operating, excluding real estate taxes to its own line item on the Company's condensed consolidated statements of income and comprehensive income. $13.2 million has been reclassified out of other assets and into building and improvements on the Company's condensed consolidated balance sheets as of December 31, 2017.presentation.


The unaudited condensed consolidated financial statements for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 include the accounts of the Company and the Operating Partnership. Essex is the sole general partner of the Operating Partnership, with a 96.7%96.6% general partnership interest as of both SeptemberJune 30, 20182019 and December 31, 2017.2018. Total Operating Partnership limited partnership units (“("OP Units,”" and the holders of such OP Units, “Unitholders”"Unitholders") outstanding were 2,272,9832,299,237 and 2,268,1142,305,389 as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled approximately $560.8$671.2 million and $547.5$565.3 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively.


As of SeptemberJune 30, 2018,2019, the Company owned or had ownership interests in 247246 operating apartment communities, comprising 59,982aggregating 59,962 apartment homes, excluding the Company’s ownership interest in preferred equityinterest co-investments, loan investments, one operating commercial building, and six active developments and three loan investments.developments. The operating apartment 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.


Accounting Pronouncements Adopted in the Current Year


In May 2014,February 2016, the Financial Accounting Standards Board (“FASB”("FASB") issued Accounting Standards Update (“ASU”("ASU") No. 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. The new standard is effective for interim and annual periods beginning after December 15, 2017. The new standard may be applied using either a full retrospective or a modified approach upon adoption. The Company adopted ASU No. 2014-09 as of January 1, 2018 using the modified retrospective approach. See Note 3, Revenues, for further details.

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 is effective for interim and annual periods beginning after December 15, 2017. The Company adopted ASU No. 2016-01 as of January 1, 2018 using the modified retrospective method by applying a cumulative effect adjustment to retained earnings and partners' capital of $2.2 million, representing accumulated net unrealized gains of certain equity securities held by the Company. Furthermore, as a result of the adoption of this standard, the Company will recognize changes in the fair value of equity investments with readily determinable fair values through net income as opposed to comprehensive income.


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)

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 is effective for interim and annual periods beginning after December 15, 2017. The Company adopted ASU No. 2016-15 as of January 1, 2018 using the retrospective transition method. This amendment did not have a material impact on the Company's 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. The new standard is effective for interim and annual periods beginning after December 15, 2017. The Company adopted ASU No. 2016-18 as of January 1, 2018 using the retrospective transition method. This amendment did not have a material impact on the Company's 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. Previously, U.S. GAAP did 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. The new standard is effective for interim and annual periods beginning after December 15, 2017. The Company adopted ASU No. 2017-01 as of January 1, 2018 prospectively. The Company expects that substantially all of its acquisitions of communities will qualify as asset acquisitions and transaction costs related to these acquisitions will be capitalized upon adoption.

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 nonfinancial 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. The new standard is effective for interim and annual periods beginning after December 15, 2017. Management performed an evaluation of all of the Company's contracts that may be affected by the new standard. The Company adopted ASU No. 2017-05 concurrently with the adoption of ASU No. 2014-09 “Revenue from Contracts with Customers” as of January 1, 2018 using the modified-retrospective method by applying a cumulative effect adjustment to retained earnings and partners' capital of $123.7 million, representing the partial sale of its membership interest in BEX II, LLC (“BEX II”) during the fourth quarter of 2016.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02 “Leases,”(Topic 842) "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 willare to be accounted for similar to existingprior leasing guidance (Topic 840) for operating leases today.leases. For lessors, accounting for leases under the new standard will beis substantially the same as existingprior leasing guidance for sales-type leases, direct financing leases, and operating leases, but eliminates current real estate specific provisions and changes the treatment of initial direct costs.

The Company expects that its residential and commercial leases, where it is the lessor, will continue to be accounted for as operating leases under the new standard. In July 2018, the FASB issued ASU No. 2018-11 “Leases"Leases (Topic 842): Targeted Improvements,”" which includes a practical expedient that allows lessors to not separate nonlease components from the associated lease component. This provides the Company with the option of not bifurcating certain common area maintenance recoveries as a non-lease component, if certain requirements are met. The Company expectsadopted ASU No. 2016-02 and ASU No. 2018-11 as of January 1, 2019 using the modified retrospective approach and elected a package of practical expedients. There was no adjustment to elect this practical expedient, which would result in minimum rents and expense recoveries being presentedthe opening balance of retained earnings as a single revenueresult of the adoption. See Note 11, Lease Agreements - Company as Lessor, and Note 12, Lease Agreements - Company as Lessee, for further details.

In August 2017, the FASB issued ASU No. 2017-12 "Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities," which, among other things, requires entities to present the earnings effect of hedging instruments in the same income statement line item in which the consolidated statementearnings effect of the hedged item is reported. The new standard also adds new disclosure requirements. The Company adopted ASU No. 2017-12 as of January 1, 2019 using the modified retrospective method by applying a cumulative effect adjustment to accumulated other comprehensive loss, net of $0.2 million, representing accumulated net hedge ineffectiveness. Furthermore, as a result of the adoption of this standard, the Company will recognize qualifying hedge ineffectiveness through accumulated other comprehensive income and comprehensive income.as opposed to current earnings.




ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)


For leases where the Company is the lessee, which includes various corporate office and ground leases, the Company will be required to recognize a right of use asset and related lease liability on its consolidated balance sheets upon adoption. The Company expects that its corporate office leases, where it is the lessee, will continue to be accounted for as operating leases. The Company also expects to elect a package of practical expedients, under which the Company would not be required to reassess the classification of existing ground leases. The new standards will be effective for the Company beginning January 1, 2019 and early adoption is permitted, including adoption in an interim period. The Company currently anticipates adopting the new standards on the effective date. The Company expects to apply the new standard on January 1, 2019 and is continuing to evaluate the impact of these amendments on its consolidated results of operations and financial position.Recent Accounting Pronouncements


In June 2016, the FASB issued ASU No. 2016-13 “Measurement"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 FASB additionally issued various updates to clarify and amend the guidance provided in ASU 2016-13. In May 2019, the FASB issued ASU 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments," which, with respect to credit losses, among other things, clarifies and addresses issues related to accrued interest, transfers between classifications of loans or debt securities, recoveries, and variable interest rates. Additionally, in May 2019, the FASB issued ASU 2019-05, "Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief," which allows entities to irrevocably elect the fair value option on certain financial instruments. The new standardstandards will be effective for the Company beginning January 1, 2020 and early adoption is permitted. The Company is currently evaluating the impact of this amendmentthese amendments on its consolidated results of operations and financial position.position, with a focus on investments in mortgage backed securities and mezzanine loans.

In August 2017, the FASB issued ASU No. 2017-12 “Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities,” which, among other things, requires entities to present the earnings effect of hedging instruments in the same income statement line item in which the earnings effect of the hedged item is reported. The new standard also adds new disclosure requirements. This new standard will be effective for the Company beginning January 1, 2019 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 2018, the FASB issued ASU No. 2018-13 "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement," which eliminates certain disclosure requirements affecting all levels of measurements, and modifies and adds new disclosure requirements for Level 3 measurements. The new standard will be effective for the Company beginning January 1, 2020 and early adoption is permitted. The Company is currently evaluatingexpects to apply the new standard on January 1, 2020 and does not expect the adoption to have a material impact on the Company's consolidated results of this amendment on its disclosures.operations of financial position.


Marketable Securities


The Company reports its equity securities and available for sale debt 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). As of June 30, 2019 and December 31, 2018, $6.8 million and $6.7 million, respectively, of equity securities presented within common stock and stock funds in the tables below, represent investments measured at fair value, using net asset value as a practical expedient, and are not categorized in the fair value hierarchy.

Any unrealized gain or loss in debt securities classified as available for sale is recorded as other comprehensive income. Unrealized gains and losses in equity securities, realized gains and losses in debt securities, interest income, and amortization of purchase discounts are included in interest and other income on the condensed consolidated statements of income and comprehensive income.


As of SeptemberJune 30, 20182019 and December 31, 2017,2018, equity securities and available for sale debt securities consisted primarily of investment-grade unsecured bonds, U.S. treasury securities, common stock and stock funds, and investments in mortgage backed securities, and investment funds that invest in U.S. treasury or agency securities. As of SeptemberJune 30, 20182019 and December 31, 2017,2018, 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.












ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)


As of SeptemberJune 30, 20182019 and December 31, 2017,2018, marketable securities consist of the following ($ in thousands):
September 30, 2018June 30, 2019
Amortized
Cost
 
Gross
Unrealized
Gain (Loss)
 Carrying Value
Amortized
Cost/Cost
 
Gross
Unrealized
Gain (Loss)
 Carrying Value
Equity securities:          
Investment funds - debt securities$31,914
 $(430) $31,484
$27,837
 $379
 $28,216
Investment funds - U.S. treasuries8,929
 (90) 8,839
Common stock and stock funds39,755
 3,835
 43,590
38,780
 1,836
 40,616
          
Debt securities:          
Available for sale          
Investment-grade unsecured bonds4,281
 (121) 4,160
U.S. treasury securities7,445
 (11) 7,434
Investment-grade unsecured debt1,048
 31
 1,079
Held to maturity   
  
   
  
Mortgage backed securities122,523
 —
 122,523
138,089
 —
 138,089
Total - Marketable securities$207,402
 $3,194
 $210,596
$213,199
 $2,235
 $215,434


December 31, 2017December 31, 2018
Amortized
Cost
 
Gross
Unrealized
Gain (Loss)
 Carrying Value
Amortized
Cost/Cost
 
Gross
Unrealized
Gain (Loss)
 Carrying Value
Equity securities:          
Investment funds - debt securities$27,914
 $(29) $27,885
$31,934
 $(568) $31,366
Investment funds - U.S. treasuries10,999
 (55) 10,944
Common stock and stock funds34,329
 2,973
 37,302
39,731
 (1,671) 38,060
    

    

Debt securities:          
Available for sale          
U.S. treasury securities8,983
 (31) 8,952
Investment-grade unsecured bonds4,365
 (40) 4,325
4,125
 (145) 3,980
Held to maturity 
  
  
 
  
  
Mortgage backed securities109,548
 —
 109,548
127,187
 —
 127,187
Total - Marketable securities$187,155
 $2,849
 $190,004
$211,960
 $(2,415) $209,545


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


For the three months ended SeptemberJune 30, 20182019 and 2017,2018, the proceeds from sales and maturities of marketable securities totaled $3.5$33.4 million and $4.6$9.4 million, respectively, which resulted in $0.1$0.6 million and $32,000 in realized gains and $0.2 million in realized loss, respectively, for such periods. For the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, the proceeds from sales and maturities of marketable securities totaled $22.5$50.2 million and $33.4$19.0 million, respectively, which resulted in $0.7 million and $1.7$0.5 million in realized gains respectively, for suchboth periods.


For the three and ninesix months ended SeptemberJune 30, 2018,2019, the portion of equity security unrealized losses or gains that waswere recognized in income totaled $1.2$56 thousand in losses and $4.5 million and $0.4 million,in gains, respectively, and waswere included in interest and other income on the Company's condensed consolidated statements of income and comprehensive income.


For the three and six months ended June 30, 2018, the portion of equity security unrealized gains and losses that were recognized in income totaled


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)


$0.1 million in unrealized gains and $0.8 million in unrealized losses and were included in interest and other income on the Company's condensed consolidated statements of income and comprehensive income.

Variable Interest Entities


In accordance with accounting standards for consolidation of variable interest entities (“VIEs”("VIEs"), the Company consolidates the Operating Partnership, 17 limited partnerships (comprising nine communities), and seven co-investments as of June 30, 2019. As of December 31, 2018, the Company consolidated the Operating Partnership, 16 limited partnerships comprising(comprising eight communities,communities) (the “DownREIT"DownREIT limited partnerships”partnerships"), and eight co-investments as of September 30, 2018.co-investments. The Company consolidates these entities because it is deemed the primary beneficiary. Essex has no assets or liabilities other than its investment in the Operating Partnership. The consolidated total assets and liabilities related to the eightabove consolidated co-investments and 16 DownREIT limited partnerships, net of intercompany eliminations, were approximately $839.1 million$1.0 billion and $264.1$369.1 million, respectively, as of SeptemberJune 30, 20182019 and $837.7$849.8 million and $265.5$261.7 million, respectively, as of December 31, 2017.2018. Noncontrolling interests in these entities were $64.6$129.3 million and $66.7$64.5 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively. The Company's financial risk in each VIE is limited to its equity investment in the VIE. As of SeptemberJune 30, 20182019 and December 31, 2017,2018, 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, “Equity13, "Equity Based Compensation Plans,”" in the Company’s annual report on Form 10-K for the year ended December 31, 2017)2018) 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 SeptemberJune 30, 20182019 and December 31, 2017,2018, because interest rates, yields, and other terms for these instruments are consistent with interest rates, yields, and other terms currently available for similar instruments. Management has estimated that the fair value of the Company’s fixed rate debt with a carrying value of $5.1 billion and $5.0 billion and $4.9 billion, including premiums, discounts and debt financing costs, at both SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively, was approximately $5.3 billion and $5.0 billion.billion, respectively. Management has estimated that the fair value of the Company’s $612.7$736.3 million and $792.9$619.6 million of variable rate debt, net of debt financing costs, at SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively, was approximately $615.3$731.3 million and $793.9$615.2 million 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 SeptemberJune 30, 20182019 and December 31, 20172018 due to the short-term maturity of these instruments. Marketable securities, except mortgage backed securities, and derivatives are carried at fair value as of SeptemberJune 30, 20182019 and December 31, 2017.2018.


At SeptemberJune 30, 2019, the Company’s investments in mortgage backed securities had a carrying value of $138.1 million and the Company estimated the fair value to be approximately $140.1 million. At December 31, 2018, the Company’s investments in mortgage backed securities had a carrying value of $122.5$127.2 million and the Company estimated the fair value to be approximately $130.6 million. At December 31, 2017, the Company’s investments in mortgage backed securities had a carrying value of $109.5 million and the Company estimated the fair value to be approximately $120.7$129.5 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 the expected, discounted cash flows to estimate 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 $4.7$4.0 million and $4.6$4.5 million during the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and $14.2$8.8 million and $14.0$9.5 million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively. The Company capitalizes leasing commissions associated with the lease-up of development communities and amortizes the costs over the life of the leases. The amounts capitalized for leasing commissions are immaterial for all periods presented.




ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)



Co-investments


The Company owns investments in joint ventures and preferred equity investments, (collectively, “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 transaction will be accounted for as a business combination ifremeasurement of co-investments in the entity meetsconsolidated statement of income equal to the definitionamount by which the fair value of a business pursuant to ASU No. 2017-01, or an asset acquisition if the entity is not determined to be a business.co-investment interest the Company previously owned exceeds its 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. As of December 31, 2017, the net investment of one of the Company’s co-investments was less than zero as a result of financing distributions in excess of the Company's investment in that co-investment. As a result of the Company's adoption of ASU No. 2017-05 on January 1, 2018, the carrying value of this co-investment was greater than zero as of September 30, 2018.


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, 2017$(20,641) $2,195
 $(18,446)
Cumulative effect upon adoption of ASU No. 2016-01—
 (2,234) (2,234)
Other comprehensive income before reclassification18,075
 (84) 17,991
Amounts reclassified from accumulated other comprehensive loss(5,865) 6
 (5,859)
Other comprehensive income12,210
 (2,312) 9,898
Balance at September 30, 2018$(8,431) $(117) $(8,548)
 
Change in fair
value and amortization
of swap settlements
 
Unrealized
gains/(losses) on
available for sale securities
 Total
Balance at December 31, 2018$(13,077) $(140) $(13,217)
Cumulative effect upon adoption of ASU No. 2017-12175
 —
 175
Other comprehensive (loss) income before reclassification(2,353) 221
 (2,132)
Amounts reclassified from accumulated other comprehensive loss(3,787) (31) (3,818)
Other comprehensive income(5,965) 190
 (5,775)
Balance at June 30, 2019$(19,042) $50
 $(18,992)



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, 2018$(9,593) $(145) $(9,738)
Cumulative effect upon adoption of ASU No. 2017-12181
 —
 181
Other comprehensive income (loss) before reclassification(2,435) 228
 (2,207)
Amounts reclassified from accumulated other comprehensive loss(3,919) (32) (3,951)
Other comprehensive income(6,173) 196
 (5,977)
Balance at June 30, 2019$(15,766) $51
 $(15,715)



ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)

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, 2017$(17,417) $2,188
 $(15,229)
Cumulative effect upon adoption of ASU No. 2016-01—
 (2,228) (2,228)
Other comprehensive income before reclassification18,697
 (87) 18,610
Amounts reclassified from accumulated other comprehensive loss(6,067) 6
 (6,061)
Other comprehensive income12,630
 (2,309) 10,321
Balance at September 30, 2018$(4,787) $(121) $(4,908)


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


Redeemable Noncontrolling Interest


The carrying value of redeemable noncontrolling interest in the accompanying condensed consolidated balance sheets was $36.7$36.8 million and $39.2$35.5 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, 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 ninesix months ended SeptemberJune 30, 20182019 is as follows ($ in thousands):
Balance at December 31, 2018$35,475
Reclassification due to change in redemption value and other1,428
Redemptions(73)
Balance at June 30, 2019$36,830

Balance at December 31, 2017$39,206
Reclassification due to change in redemption value and other2,253
Redemptions(4,794)
Balance at September 30, 2018$36,665


Cash, Cash Equivalents and Restricted Cash


Highly liquid investments with original maturities of three months or less when purchased are classified as cash equivalents. Restricted cash balances relate primarily to reserve requirements for capital replacement at certain communities in connection with the Company’s mortgage debt.


The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows ($ in thousands):
 June 30, 2019 December 31, 2018 June 30, 2018 December 31, 2017
Cash and cash equivalents - unrestricted$38,168
 $134,465
 $160,902
 $44,620
Cash and cash equivalents - restricted16,803
 16,930
 16,674
 16,506
Total unrestricted and restricted cash and cash equivalents shown in the condensed consolidated statement of cash flows$54,971
 $151,395
 $177,576
 $61,126

 September 30, 2018 December 31, 2017 September 30, 2017 December 31, 2016
Cash and cash equivalents - unrestricted$157,279
 $44,620
 $46,507
 $64,921
Cash and cash equivalents - restricted17,347
 16,506
 16,766
 105,381
Total unrestricted and restricted cash and cash equivalents shown in the condensed consolidated statement of cash flows$174,626
 $61,126
 $63,273
 $170,302

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)



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”("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 Nine Months Ended September 30, 2018 and Subsequent Events

Significant Transactions

Dispositions

In June 2018, the Company sold Domain, a 379 apartment home community located in San Diego, CA, for $132.0 million, resulting in a gain of $22.2 million.

Co-Investments

Joint Ventures

In March 2018, the BEXAEW, LLC (“BEXAEW”) joint venture operating agreement was amended, and the joint venture was extended. Under the amendment, the Company received a cash payment for promote income of $20.5 million, which is included in equity income from co-investments on the condensed consolidated statements of income and comprehensive income.

Preferred Equity Investments

In January 2018, the Company received cash of $2.4 million for the full redemption of a preferred equity investment in a co-investment that holds property in Seattle, WA.

In May 2018, the Company made a commitment to fund a $26.5 million preferred equity investment in an entity whose sponsors include a related party. The entity wholly owns a 400 apartment home community located in Ventura, CA. This investment will accrue interest based on a 10.25% preferred return. The investment is scheduled to mature in May 2023. As of September 30, 2018, the Company had funded $20.6 million of the commitment. The remaining committed amount will be funded if and when requested by the sponsors. See Note 6, Related Party Transactions, for additional details.

In June 2018, the Company received cash of $26.5 million for the full redemption of a preferred equity investment in an entity that holds property in Seattle, WA. The Company recognized a gain of $1.6 million as a result of this early redemption, which is included in equity income from co-investments in the condensed consolidated statements of income and comprehensive income.

Notes Receivable

In January 2018, the Village at Toluca Lake, a property located in Burbank, CA and owned by BEX III, LLC (“BEX III”), a Company joint venture, paid off a $29.5 million bridge loan provided by the Company in November 2017. See Note 6, Related Party Transactions, for additional details related to the related party bridge loan.






ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)


Senior Unsecured Debt(2)  Significant Transactions During The Six Months Ended June 30, 2019 and Subsequent Events


Significant Transactions

Acquisitions

In March 2018,2019, the Company issued $300.0 million of 30-year 4.50% senior unsecured notes. Theacquired its joint venture partner’s 45.0% membership interest is paid semi-annually in arrears on March 15 and September 15 of each year commencing on September 15, 2018 until the maturity date of March 15, 2048. 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

In January 2018, the Company repurchased and retired 16,834 shares totaling $3.8 million, including commissions. As of September 30, 2018, the Company had $245.2 million of purchase authority remaining under the stock repurchase plan authorized by the Company's board of directors.

Subsequent Events

In October 2018, Wesco V, LLC ("Wesco V"), one of the Company's joint ventures, acquired Meridian at Midtown,One South Market, a 218 apartment homemultifamily community located in San Jose, CA, for total consideration of $80.6 million. Concurrent with the closing of the acquisition, $86.0 million in mortgage debt was repaid. As a totalresult of this acquisition, the Company realized a gain on remeasurement of co-investment of $31.5 million upon consolidation. Furthermore, the Company recognized $0.8 million in promote income as a result of the transaction, which is included in equity income from co-investments on the condensed consolidated statements of income and comprehensive income.

In June 2019, the Company acquired Brio, a 300 unit apartment home community located in Walnut Creek, CA. The Company issued DownREIT limited partnership units to an affiliate of Marcus & Millichap Company, based on a contract price of $104.0$164.9 million. In connection with this acquisition, Wesco V assumed $69.9The property is encumbered by $98.7 million of mortgage debt with an effectivewhich was assumed by the Company. As a result of this transaction, the Company consolidates the property, based on a VIE analysis performed by the Company. See Note 6, Related Party Transactions, for additional details.

Dispositions

In May 2019, the Company sold its 50.0% ownership interest ratein a co-investment that held land located in Oakland, CA for $6.1 million, resulting in a gain of 4.50% and$0.9 million within equity income from co-investments.
Co-Investments

Preferred Equity Investments

In February 2019, the Company funded a maturity date of March 2026. The Company had previously made a$24.5 million related party preferred equity investment in this apartment homea multifamily development community which was fully redeemed in August 2015.

In October 2018, the Company funded an $18.6 million preferred equity investment in an entity whose sponsor is a related party. The entity wholly owns a 268 apartment home community development located in Burlingame,Mountain View, CA. ThisThe investment will accrue interest based onhas an initial 12.00% preferred return. The investmentreturn of 11.0% and is scheduled to mature in AprilFebruary 2024. See Note 6, Related Party Transactions, for additional details.


(3)  Revenues

On January 1, 2018,In February 2019, the Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers” usingreceived cash of $10.9 million, including an early redemption fee of $0.1 million, for the full redemption of a modified retrospective transition method appliedrelated party preferred equity investment in a joint venture that holds property in San Jose, CA. See Note 6, Related Party Transactions, for additional details.

In March 2019, the Company made a commitment to those contracts which were not completed asfund a $36.0 million preferred equity commitment in a multifamily development community located in Irvine, CA. The investment has an initial preferred return of January 1, 2018. Results10.15% and is scheduled to mature in July 2022. As of June 30, 2019, the Company had funded $12.0 million of this commitment.

In April 2019, the Company received cash of $16.3 million, including an early redemption fee of $0.7 million, for reporting periods after January 1, 2018 are presented under the new standard, while prior period amounts are not adjustedfull redemption of a preferred equity investment in a joint venture that holds property in Santa Ana, CA.
In April 2019, the Company made a commitment to fund a $36.8 million preferred equity investment in a multifamily development community located in Oakland, CA. The investment has an initial preferred return of 10.25% and continueis scheduled to mature in April 2023. As of June 30, 2019, the Company had funded $5.0 million of this commitment. The remaining committed amount is expected to be reported in accordance withfunded by the old revenue recognition standard.end of the year.

Based on a full analysis of applicable contracts,In April 2019, the Company determined thatmade a commitment to fund a $11.8 million preferred equity investment in a multifamily development community located in Oakland, CA. The investment has an initial preferred return of 11.0% and is scheduled to mature in April 2023. As of June 30, 2019, the new standard did not have an impactCompany had funded $4.0 million of this commitment. The remaining committed amount is expected to reported revenues from prior or current periods.

Revenue Recognition

Revenue from Leasing

The Company generates revenues primarily from leasing apartment homes to tenants. Such leasing revenues are recorded when due from tenants and are recognized monthly as they are earned, which is not materially different than on a straight-line basis. Apartment homes are rented under short-term leases (generally, lease terms of 6 to 12 months). Revenues from tenants leasing commercial space are recorded on a straight-line basis overbe funded by the lifeend of the respective lease.

The Company also generates other property-related revenue through the leasing of apartment homes, including storage income, pet rent, and other miscellaneous revenue. Similar to rental income, such revenues are recorded when due from tenants and recognized monthly as they are earned.

Revenue from Contracts with Customers

Apart from rental and other property-related revenue, revenues from contracts with customers are recognized as control of the promised services is passed to the customer.

year.


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)


For customer contracts related to managementCommon Stock

In January 2019, the Company repurchased and other fees from affiliates (which includes asset management and property management),retired 234,061 shares totaling $57.0 million, including commissions. In February 2019, the transaction price and amountboard of revenue to be recognized is determined each quarter based ondirectors approved the management fee calculated and earned for that month or quarter. The contract will contain a descriptionreplenishment of the service andstock repurchase plan such that, as of such date, the fee percentage for management services. Payments from such services are one month or one quarter in arrearsCompany had $250.0 million of purchase authority remaining under the replenished plan. As a result of the service performed.replenishment, as of June 30, 2019, the Company had $250.0 million of purchase authority remaining under the stock repurchase plan.


Senior Unsecured Debt

In February 2019, the Operating Partnership issued $350.0 million of senior unsecured notes due on March 1, 2029, with a coupon rate of 4.000% (the "2029 Notes"), which are payable on March 1 and September 1 of each year, beginning on September 1, 2019. The 2029 Notes were offered to investors at a price of 99.188% of the principal amount thereof. The 2029 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 the Company. In March 2019, the Operating Partnership issued an additional $150.0 million of the 2029 Notes at a price of 100.717% of the principal amount thereof. These additional notes have substantially identical terms as the 2029 Notes issued in February 2019. The Company used the net proceeds of these offerings to repay indebtedness under its unsecured lines of credit and for other general corporate and working capital purposes.

Mortgage Notes Payable

In January 2019, the Company repaid $290.0 million in secured mortgage notes payable with a coupon rate of 5.57% and a stated maturity date of May 2019. The Company realized a gain on early extinguishment of debt of $1.4 million.

Subsequent Events

None.

(3)  Revenues

Disaggregated Revenue


The following table presents the Company’s revenues disaggregated by revenue source ($ in thousands):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Rental$324,780
 $319,308
 $969,461
 $943,976
Other property leasing revenue23,830
 22,666
 70,622
 67,932
Rental income (1)
$353,167
 $340,481
 $700,972
 $679,496
Other property (1)
6,208
 6,045
 12,291
 11,977
Management and other fees from affiliates2,307
 2,395
 6,812
 6,927
2,260
 2,197
 4,595
 4,505
Total revenues$350,917
 $344,369
 $1,046,895
 $1,018,835
$361,635
 $348,723
 $717,858
 $695,978


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2019 and 2018
(Unaudited)


(1) On January 1, 2019, the Company adopted ASU No. 2016-02 “Leases.” As a result of this adoption certain amounts previously classified as other property revenue have been reclassified to rental income. Prior period amounts have been adjusted to conform to the current period’s presentation.

The following table presents the Company’s rental and other property-related revenues disaggregated by geographic operating segment ($ in thousands):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Southern California$151,847
 $148,150
 452,047
 438,654
$151,966
 $147,249
 302,990
 293,807
Northern California131,538
 127,673
 389,750
 377,531
140,095
 129,590
 276,420
 258,212
Seattle Metro59,231
 58,285
 176,740
 171,564
60,841
 58,796
 121,081
 117,509
Other real estate assets (1)
5,994
 7,866
 21,546
 24,159
6,473
 10,891
 12,772
 21,945
Total rental and other property leasing revenues$348,610
 $341,974
 $1,040,083
 $1,011,908
Total rental and other property revenues$359,375
 $346,526
 $713,263
 $691,473


(1) Other real estate assets consists of revenuerevenues generated from retail space, commercial properties, held for sale properties, and disposition properties. Executive management does not evaluate such operating performance geographically.


The following table presents the Company’s rental and other property-related revenues disaggregated by current property category status ($ in thousands):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Same-property (1)
$324,271
 $317,302
 $965,649
 $939,762
$340,042
 $328,602
 $677,394
 $655,869
Acquisitions (2)
10,695
 10,498
 31,579
 28,854
4,836
 —
 7,107
 —
Development (3)
1,091
 —
 1,560
 —
1,192
 450
 2,325
 469
Redevelopment5,125
 4,913
 15,185
 14,636
5,223
 5,036
 10,435
 10,060
Non-residential/other, net (4)
7,428
 9,261
 26,110
 28,656
8,082
 12,438
 16,002
 25,075
Total rental and other property leasing revenues$348,610
 $341,974
 $1,040,083
 $1,011,908
Total rental and other property revenues$359,375
 $346,526
 $713,263
 $691,473


(1) Stabilized propertiesProperties that have stabilized operations as of January 1, 2018 and are consolidated by the Company for the three and ninesix months ended SeptemberJune 30, 20182019 and 2017.2018. A community is generally considered to have reached stabilized operations once it achieves an initial occupancy of 95%.
(2) Acquisitions includes properties acquired which did not have comparable stabilized results as of January 1, 2017.2018.
(3) Development includes properties developed which did not have stabilized results as of January 1, 2017.2018.
(4) Non-residential/other, net consists of revenuerevenues generated from retail space, commercial properties, held for sale properties, disposition properties and student housing.



ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)


Deferred Revenues and Remaining Performance Obligations


When cash payments are received or due in advance of the Company’s performance of contracts with customers, deferred revenue is recorded. The total deferred revenue balance related to such contracts was $6.9$4.8 million and $9.3$6.2 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively, and was included in accounts payable and accrued liabilities within the accompanying consolidated balance sheets. The amount of revenue recognized for the ninesix months ended SeptemberJune 30, 20182019 that was included in the December 31, 20172018 deferred revenue balance was $2.4$1.4 million, which was included in interest and other income within the condensed consolidated statements of income and comprehensive income.


A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue recognition accounting standard. As of SeptemberJune 30, 2018,2019, the Company had $6.9$4.8 million of remaining

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2019 and 2018
(Unaudited)

performance obligations. The Company expects to recognize approximately 11%19% of these remaining performance obligations in 2018,2019, an additional 43%31% through 2020,2021, and the remaining balance thereafter.

Practical Expedients

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.


(4) 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. In addition to the Company's joint ventures withincluding BEXAEW, BEX II, and BEX III, the Company has joint venture investments with the Canadian Pension Plan Investment Board (“CPPIB”("CPPIB"), Wesco I, LLC (“("Wesco I”I"), Wesco III, LLC (“("Wesco III”III"), Wesco IV, LLC (“("Wesco IV”IV"), and Wesco V.V, LLC ("Wesco V"), own, operate, and develop apartment communities. The carrying values of the Company's co-investments as of SeptemberJune 30, 20182019 and December 31, 20172018 are as follows ($ in thousands, except parenthetical amounts):
 
Weighted Average Company Ownership Percentage (1)
 June 30, 2019 December 31, 2018
Ownership interest in:     
CPPIB54% $473,746
 $482,507
Wesco I, Wesco III, Wesco IV, and Wesco V52% 187,446
 194,890
BEXAEW, BEX II, and BEX III50% 117,607
 121,780
Other49% 15,071
 34,093
Total operating and other co-investments, net  793,870
 833,270
Total pre-development and development co-investments50% 120,249
 94,060
Total preferred interest co-investments (includes related party investments of $68.6 million and $51.8 million as of June 30, 2019 and December 31, 2018, respectively)  409,962
 372,810
Total co-investments, net  $1,324,081
 $1,300,140
 
Weighted Average Company Ownership Percentage (1)
 September 30, 2018 December 31, 2017
Ownership interest in:     
CPPIB54% $487,002
 $500,287
Wesco I, Wesco III, Wesco IV, and Wesco V52% 187,905
 214,408
BEXAEW, BEX II and BEX III (2)
50% 118,924
 13,827
Other51% 46,229
 51,810
Total operating and other co-investments, net  840,060
 780,332
Total development co-investments, net50% 77,144
 73,770
Total preferred interest co-investments (includes related party investments of $36.8 million and $15.7 million as of September 30, 2018 and December 31, 2017, respectively)  350,389
 265,156
Total co-investments, net  $1,267,593
 $1,119,258

 
(1) Weighted average Company ownership percentages are as of SeptemberJune 30, 2018.2019.
(2) As
The combined summarized entity financial information of December 31, 2017, the Company's investmentco-investments is as follows ($ in BEX II was classified as a liability of $36.7 million.







thousands):

 June 30, 2019 December 31, 2018
Combined balance sheets: (1)
   
  Rental properties and real estate under development$4,419,528
 $4,367,987
  Other assets81,172
 104,119
   Total assets$4,500,700
 $4,472,106
  Debt$2,170,899
 $2,190,764
  Other liabilities122,353
 106,316
  Equity2,207,448
 2,175,026
  Total liabilities and equity$4,500,700
 $4,472,106
Company's share of equity$1,324,081
 $1,300,140


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)

The combined summarized entity financial information of co-investments is as follows ($ in thousands).
 September 30, 2018 December 31, 2017
Combined balance sheets: (1)
   
Rental properties and real estate under development$4,221,973
 $3,722,778
Other assets146,930
 110,333
Total assets$4,368,903
 $3,833,111
Debt$2,089,414
 $1,705,051
Other liabilities101,514
 45,515
Equity2,177,975
 2,082,545
Total liabilities and equity$4,368,903
 $3,833,111
Company's share of equity$1,267,593
 $1,155,984

Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Combined statements of income: (1)
              
Property revenues$84,820
 $76,303
 $247,010
 $224,319
$81,832
 $81,348
 $165,557
 $162,190
Property operating expenses(27,779) (27,753) (81,415) (79,028)(27,835) (26,567) (56,554) (53,636)
Net operating income57,041
 48,550
 165,595
 145,291
53,997
 54,781
 109,003
 108,554
Gain on sale of real estate—
 10,058
 —
 10,058
Interest expense(15,805) (13,718) (46,179) (39,663)(16,080) (13,639) (31,195) (30,374)
General and administrative(1,254) (2,452) (5,134) (6,147)(2,243) (2,388) (4,171) (3,880)
Depreciation and amortization(32,833) (27,884) (95,312) (84,211)(28,937) (31,317) (58,872) (62,479)
Net income$7,149
 $14,554
 $18,970
 $25,328
$6,737
 $7,437
 $14,765
 $11,821
Company's share of net income (2)
$16,788
 $19,727
 $64,611
 $40,934
$16,959
 $15,049
 $33,235
 $47,823
 
(1) Includes preferred equity investments held by the Company.
(2) Includes the Company's share of equity income from joint ventures and preferred equity investments, gain on sales of co-investments, co-investment promote income and income from early redemption of preferred equity investments. Includes related party income of $0.7$1.8 million and $0.5$0.3 million for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and $1.4$3.5 million and $1.5$0.7 million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively.


(5) Notes and Other Receivables
 
Notes and other receivables consist of the following as of SeptemberJune 30, 20182019 and December 31, 20172018 ($ in thousands):
 June 30, 2019 December 31, 2018
Notes receivable, secured, bearing interest at 10.00%, due May 2021$16,007
 $15,226
Notes receivable, secured, bearing interest at 10.75%, due September 202034,438
 32,650
Related party note receivable, secured, bearing interest at 9.50%, due October 2019(1)
6,624
 6,618
Notes and other receivables from affiliates (2)
4,003
 4,457
Other receivables13,344
 12,944
Total notes and other receivables$74,416
 $71,895

 September 30, 2018 December 31, 2017
Notes receivable, bearing interest at 10.00%, due May 2021$14,843
 $13,762
Notes receivable, bearing interest at 10.75%, due September 202031,776
 29,318
Related party note receivable, bearing interest at 9.50%, due October 2019(1)
6,613
 6,656
Related party note receivable, bearing interest at 3.50%, due March 2018(1)
—
 29,500
Notes and other receivables from affiliates (2)
3,641
 5,061
Other receivables12,293
 16,629
Total notes and other receivables$69,166
 $100,926


(1) See Note 6, Related Party Transactions, for additional details.
(2) These amounts consist of short-term loans outstanding and due from various joint ventures as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively. See Note 6, Related Party Transactions, for additional details.

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)



(6) Related Party Transactions


The Company charges certain fees relating to its co-investments for asset management, property management, development and redevelopment services. These fees from affiliates totaled $3.6$3.5 million and $3.1$3.2 million during the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and $10.0$6.9 million and $9.0$6.4 million during the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of $1.3 million and $0.7$1.0 million against general and administrative expenses for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and $3.2$2.4 million and $2.1$1.9 million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively.


In November 2017, the Company provided a $29.5 million related party bridge loan to a property acquired by BEX III. The note receivable accrued interest at 3.5% and was paid off in January 2018. The bridge loan was classified within notes and other receivables in the accompanying condensed consolidated balance sheets and had no amount outstanding as of September 30, 2018.


The Company’s Chairman and founder, Mr. George M. Marcus, is the Chairman of the Marcus & Millichap Company (“MMC”("MMC"), which is a parent company of a diversified group of real estate service, investment, and development firms. Mr. Marcus is also the Co-Chairman of Marcus & Millichap, Inc. (“MMI”("MMI"), and Mr. Marcus owns a controlling interest in MMI, a national brokerage firm listed on the New York Stock Exchange. 


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2019 and 2018
(Unaudited)


In June 2019, the Company acquired Brio, a 300 unit apartment home community located in Walnut Creek, CA. The Company issued DownREIT limited partnership units to an affiliate of MMC, based on a contract price of $164.9 million. The property is encumbered by $98.7 million of mortgage debt which was assumed by the Company. As a result of this transaction, the Company consolidates the property, based on a VIE analysis performed by the Company.

In February 2019, the Company funded a $24.5 million preferred equity investment in an entity whose sponsor is an affiliate of MMC, which owns a multifamily development community located in Mountain View, CA. The investment has an initial preferred return of 11.0% and is scheduled to mature in February 2024.

In October 2018, the Company funded a $18.6 million preferred equity investment in an entity whose sponsor is an affiliate of MMC. The entity wholly owns a 268 apartment home community development located in Burlingame, CA. This investment will accrue interest based on an initial 12.00% preferred return. The investment is scheduled to mature in April 2024.


In May 2018, the Company made a commitment to fund a $26.5 million preferred equity investment in an entity whose sponsors include an affiliate of MMC. The entity wholly owns a 400 apartment home community located in Ventura, CA. This investment will accrue interest based on a 10.25% preferred return. The investment is scheduled to mature in May 2023. As of SeptemberJune 30, 2018,2019, the Company had funded $20.6$21.3 million of the commitment. The remaining committed amount will be funded if and when requested by the sponsors.


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 limited partnership units to the other members, including an MMC affiliate, based on an estimated property valuation of $90.0 million. At the time of the conversion, the property was 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. One $5.0 million investment, which was scheduled to mature in 2022, was fully redeemed in 2017. The remaining two investments areAnother $5.0 million investment, which was scheduled to mature in 2022.2022, was fully redeemed in 2018. The remaining investment was fully redeemed in February 2019.


As described in Note 5, Notes and Other Receivables, the Company has provided short-term loans to affiliates. As of SeptemberJune 30, 20182019 and December 31, 2017, $3.62018, $4.0 million and $5.1$4.5 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 classified within notes and other receivables in the accompanying condensed consolidated balance sheets and had an outstanding balance of $6.6 million and $6.7 million as of Septemberboth June 30, 20182019 and December 31, 2017,2018, respectively.








ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)

(7) 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 the facilities.



ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2019 and 2018
(Unaudited)

Debt consists of the following ($ in thousands):
September 30, 2018 December 31, 2017 
Weighted Average
Maturity
In Years as of September 30, 2018
June 30, 2019 December 31, 2018 
Weighted Average
Maturity
In Years as of June 30, 2019
Unsecured bonds private placement - fixed rate$274,574
 $274,427
 2.3$274,723
 $274,624
 1.6
Term loan - variable rate348,717
 348,545
 3.4348,991
 348,813
 2.6
Bonds public offering - fixed rate3,175,414
 2,878,737
 7.93,670,598
 3,175,879
 7.5
Unsecured debt, net (1)
3,798,705
 3,501,709
  4,294,312
 3,799,316
  
Lines of credit (2)
—
 179,000
 
117,000
 —
 
Mortgage notes payable, net (3)
1,834,967
 2,008,417
 4.51,429,939
 1,806,626
 5.7
Total debt, net$5,633,672
 $5,689,126
  $5,841,251
 $5,605,942
  
Weighted average interest rate on fixed rate unsecured bonds private placement and bonds public offering3.9% 3.7%  3.9% 3.9%  
Weighted average interest rate on variable rate term loan2.8% 2.5%  3.0% 3.0%  
Weighted average interest rate on lines of credit3.0% 2.3% 3.2% 3.2% 
Weighted average interest rate on mortgage notes payable4.4% 4.2%  4.3% 4.3%  


(1) Includes unamortized discount of $7.0$9.2 million and $5.2$7.1 million and unamortized debt issuance costs of $19.3$21.5 million and $18.1$18.5 million, as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively.
(2) Lines of credit, related to the Company's two lines of unsecured credit aggregating $1.24 billion as of SeptemberJune 30, 2018,2019, excludes unamortized debt issuance costs of $4.2$4.4 million and $3.2$3.9 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively. These debt issuance costs are included in prepaid expenses and other assets on the condensed consolidated balance sheets. As of SeptemberJune 30, 2018,2019, the Company’s $1.2 billion credit facility had an interest rate of LIBOR plus 0.875%0.825%, which is based on a tiered rate structure tied to the Company’s credit ratings and a scheduled maturity date of December 20212022 with one 18-month extension, exercisable at the Company’s option. As of SeptemberJune 30, 2018,2019, the Company’s $35.0 million working capital unsecured line of credit had an interest rate of LIBOR plus 0.875%0.825%, which is based on a tiered rate structure tied to the Company’s credit ratings and a scheduled maturity date of January 2020.February 2021.
(3) Includes total unamortized premium of $21.2$12.3 million and $33.2$14.9 million, reduced by unamortized debt issuance costs of $4.4$3.4 million and $5.4$4.2 million, as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively.


The aggregate scheduled principal payments of the Company’s outstanding debt as of SeptemberJune 30, 20182019 are as follows (excluding lines of credit) ($ in thousands):
Remaining in 2019$118,081
2020695,580
2021545,537
2022693,188
2023602,945
Thereafter3,090,767
Total$5,746,098

Remaining in 2018$68,054
2019605,688
2020693,723
2021543,604
2022691,178
Thereafter3,040,928
Total$5,643,175






ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)

(8) Segment Information


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



ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2019 and 2018
(Unaudited)

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 revenuerevenues generated from commercial properties and properties that have been sold. Other non-segment assets include items such as real estate under development, co-investments, real estate held for sale, 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 ninesix months ended SeptemberJune 30, 20182019 and 20172018 ($ in thousands):
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
Revenues:       
Southern California$151,966
 $147,249
 $302,990
 $293,807
Northern California140,095
 129,590
 276,420
 258,212
Seattle Metro60,841
 58,796
 121,081
 117,509
Other real estate assets6,473
 10,891
 12,772
 21,945
Total property revenues$359,375
 $346,526
 $713,263
 $691,473
Net operating income:       
Southern California$108,693
 $105,882
 $216,122
 $210,245
Northern California104,321
 96,380
 205,026
 190,978
Seattle Metro43,845
 40,452
 85,312
 82,433
Other real estate assets7,069
 9,666
 13,040
 18,708
Total net operating income263,928
 252,380
 519,500
 502,364
Management and other fees from affiliates2,260
 2,197
 4,595
 4,505
Corporate-level property management expenses(8,212) (7,782) (16,365) (15,552)
Depreciation and amortization(119,465) (119,330) (240,033) (238,435)
General and administrative(13,927) (11,125) (27,386) (25,938)
Expensed acquisition and investment related costs(24) (68) (56) (125)
Gain on sale of real estate and land—
 22,244
 —
 22,244
Interest expense(54,112) (56,278) (107,755) (111,139)
Total return swap income1,975
 2,228
 4,020
 4,498
Interest and other income8,347
 6,895
 20,608
 12,804
Equity income from co-investments16,959
 15,049
 33,235
 47,823
Gain on early retirement of debt, net332
 —
 1,668
 —
Gain on remeasurement of co-investment—
 —
 31,535
 —
Net income$98,061
 $106,410
 $223,566
 $203,049

 Three Months Ended September 30, Nine Months Ended September 30,
 2018 2017 2018 2017
Revenues:       
Southern California$151,847
 $148,150
 $452,047
 $438,654
Northern California131,538
 127,673
 389,750
 377,531
Seattle Metro59,231
 58,285
 176,740
 171,564
Other real estate assets5,994
 7,866
 21,546
 24,159
Total property revenues$348,610
 $341,974
 $1,040,083
 $1,011,908
Net operating income:       
Southern California$106,853
 $104,378
 $321,477
 $311,017
Northern California97,306
 93,212
 289,081
 277,635
Seattle Metro41,040
 41,137
 123,547
 121,121
Other real estate assets5,636
 6,683
 19,094
 22,824
Total net operating income250,835
 245,410
 753,199
 732,597
Management and other fees from affiliates2,307
 2,395
 6,812
 6,927
Corporate-level property management expenses(7,761) (7,573) (23,313) (22,604)
Depreciation and amortization(120,852) (117,451) (359,287) (350,893)
General and administrative(10,601) (9,788) (36,539) (30,726)
Expensed acquisition and investment related costs(31) (324) (156) (1,154)
Interest expense(55,196) (55,938) (166,335) (167,333)
Total return swap income2,184
 2,538
 6,682
 7,653
Interest and other income8,437
 5,790
 21,241
 17,916
Equity income from co-investments16,788
 19,727
 64,611
 40,934
Gain on sale of real estate and land—
 249
 22,244
 26,423
Gain on remeasurement of co-investment—
 —
 —
 88,641
Net income$86,110
 $85,035
 $289,159
 $348,381




ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)


Total assets for each of the reportable operating segments are summarized as follows as of SeptemberJune 30, 20182019 and December 31, 20172018 ($ in thousands):
 June 30, 2019 December 31, 2018
Assets:   
Southern California$4,275,854
 $4,350,377
Northern California4,549,598
 4,270,238
Seattle Metro1,451,764
 1,472,916
Other real estate assets61,082
 63,022
Net reportable operating segment - real estate assets10,338,298
 10,156,553
Real estate under development542,207
 454,629
Co-investments1,324,081
 1,300,140
Cash and cash equivalents, including restricted cash54,971
 151,395
Marketable securities215,434
 209,545
Notes and other receivables74,416
 71,895
Operating lease right-of-use assets76,205
 —
Prepaid expenses and other assets45,533
 39,439
Total assets$12,671,145
 $12,383,596

 September 30, 2018 December 31, 2017
Assets:   
Southern California$4,566,713
 $4,687,277
Northern California4,229,777
 4,220,551
Seattle Metro1,484,544
 1,522,452
Other real estate assets60,560
 162,496
Net reportable operating segment - real estate assets10,341,594
 10,592,776
Real estate under development403,644
 355,735
Co-investments1,267,593
 1,155,984
Cash and cash equivalents, including restricted cash174,626
 61,126
Marketable securities210,596
 190,004
Notes and other receivables69,166
 100,926
Prepaid expenses and other assets50,924
 39,155
Total assets$12,518,143
 $12,495,706


(9) Net Income Per Common Share and Net Income Per Common Unit
 
($ in thousands, except share and unit data):


Essex Property Trust, Inc.
 Three Months Ended June 30, 2019 Three Months Ended June 30, 2018
 Income 
Weighted-
average
Common
Shares
 
Per
Common
Share
Amount
 Income 
Weighted-
average
Common
Shares
 
Per
Common
Share
Amount
Basic:           
Net income available to common stockholders$92,275
 65,718,806
 $1.40
 $100,440
 66,047,751
 $1.52
Effect of Dilutive Securities:           
Stock options—
 103,009
   —
 48,598
  
Diluted: 
  
  
  
  
  
Net income available to common stockholders$92,275
 65,821,815
 $1.40
 $100,440
 66,096,349
 $1.52

 Three Months Ended September 30, 2018 Three Months Ended September 30, 2017
 Income 
Weighted-
average
Common
Shares
 
Per
Common
Share
Amount
 Income 
Weighted-
average
Common
Shares
 
Per
Common
Share
Amount
Basic:           
Net income available to common stockholders$80,975
 66,052,108
 $1.23
 $79,723
 65,994,896
 $1.21
Effect of Dilutive Securities:           
Stock options—
 51,704
   —
 83,387
  
Diluted: 
  
  
  
  
  
Net income available to common stockholders$80,975
 66,103,812
 $1.22
 $79,723
 66,078,283
 $1.21



ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)


Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017Six Months Ended June 30, 2019 Six Months Ended June 30, 2018
Income 
Weighted-
average
Common
Shares
 
Per
Common
Share
Amount
 Income 
Weighted-
average
Common
Shares
 
Per
Common
Share
Amount
Income 
Weighted-
average
Common
Shares
 
Per
Common
Share
Amount
 Income 
Weighted-
average
Common
Shares
 
Per
Common
Share
Amount
Basic:                      
Net income available to common stockholders$272,333
 66,047,990
 $4.12
 $329,446
 65,759,450
 $5.01
$211,133
 65,710,842
 $3.21
 $191,358
 66,045,897
 $2.90
Effect of Dilutive Securities:           
           
Stock options—
 45,014
   —
 77,515
  —
 91,575
   —
 42,906
  
Diluted: 
  
  
  
  
  
 
  
  
  
  
  
Net income available to common stockholders$272,333
 66,093,004
 $4.12
 $329,446
 65,836,965
 $5.00
$211,133
 65,802,417
 $3.21
 $191,358
 66,088,803
 $2.90


The tabletables above excludesexclude from the calculations of diluted earnings per share weighted average convertible OP Units of 2,272,9832,299,284 and 2,251,112,2,273,098, which include vested Series Z-1 Incentive Units, 2014 Long-Term Incentive Plan Units, and 2015 Long-Term Incentive Plan Units for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and 2,273,1632,302,158 and 2,251,6732,273,255 for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, because they were anti-dilutive. The related income allocated to these convertible OP Units aggregated $2.8$3.2 million and $2.7$3.5 million for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and $9.4$7.4 million and $11.3$6.6 million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively. Additionally, the table excludestables exclude all DownREIT limited partnership units for which the Operating Partnership has the ability and intention to redeem the units for cash and does not consider them to be common stock equivalents.
 
Stock options of 150,852zero and zero185,181 for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and 160,252106,029 and 2,352185,470 for the ninesix months ended SeptemberJune 30, 2019 and 2018, and 2017respectively, were excluded from the calculation of diluted earnings per share because the assumed proceeds per share of such options plus the average unearned compensation were greater than the average market price of the common stock for the periods ended and, therefore, were anti-dilutive.


Essex Portfolio, L.P.
Three Months Ended September 30, 2018 Three Months Ended September 30, 2017Three Months Ended June 30, 2019 Three Months Ended June 30, 2018
Income 
Weighted-
average
Common Units
 
Per
Common
Unit
Amount
 Income 
Weighted-
average
Common Units
 
Per
Common
Unit
Amount
Income 
Weighted-
average
Common Units
 
Per
Common
Unit
Amount
 Income 
Weighted-
average
Common Units
 
Per
Common
Unit
Amount
Basic:                      
Net income available to common unitholders$83,764
 68,325,091
 $1.23
 $82,444
 68,246,008
 $1.21
$95,503
 68,018,090
 $1.40
 $103,900
 68,320,849
 $1.52
Effect of Dilutive Securities:           
           
Stock options—
 51,704
   —
 83,387
  —
 103,009
   —
 48,598
  
Diluted: 
  
  
  
  
  
 
  
  
  
  
  
Net income available to common unitholders$83,764
 68,376,795
 $1.23
 $82,444
 68,329,395
 $1.21
$95,503
 68,121,099
 $1.40
 $103,900
 68,369,447
 $1.52


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)



 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018
 Income 
Weighted-
average
Common Units
 
Per
Common
Unit
Amount
 Income 
Weighted-
average
Common Units
 
Per
Common
Unit
Amount
Basic:           
Net income available to common unitholders$218,532
 68,012,999
 $3.21
 $197,950
 68,319,151
 $2.90
Effect of Dilutive Securities:           
Stock options—
 91,575
   —
 42,906
  
Diluted: 
  
  
  
  
  
Net income available to common unitholders$218,532
 68,104,574
 $3.21
 $197,950
 68,362,057
 $2.90

 Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017
 Income 
Weighted-
average
Common Units
 
Per
Common
Unit
Amount
 Income 
Weighted-
average
Common Units
 
Per
Common
Unit
Amount
Basic:           
Net income available to common unitholders$281,714
 68,321,153
 $4.12
 $340,735
 68,011,123
 $5.01
Effect of Dilutive Securities:           
Stock options—
 45,014
   —
 77,515
  
Diluted: 
  
  
  
  
  
Net income available to common unitholders$281,714
 68,366,167
 $4.12
 $340,735
 68,088,638
 $5.00


Stock options of 150,852zero and zero185,181 for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and 160,252106,029 and 2,352185,470 for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, were excluded from the calculation of diluted earnings per unit because the assumed proceeds per unit of these options plus the average unearned compensation were greater than the average market price of the common unit for the periods ended and, therefore, were anti-dilutive. Additionally, the table excludestables exclude all DownREIT limited partnership units for which the Operating Partnership has the ability and intention to redeem the units for cash and does not consider them to be common stock equivalents.
 
(10) Derivative Instruments and Hedging Activities


As of SeptemberJune 30, 2018,2019, the Company had entered into interest rate swap contracts with an aggregate notional amount of $175.0 million that effectively fixed the interest rate on the $175.0 million unsecured term loan at 2.3%. These derivatives qualify for hedge accounting.


As of SeptemberJune 30, 2018,2019, the Company had interest rate caps, which are not accounted for as hedges, totaling a notional amount of $9.9 million that effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying variable interest rate for $9.9 million of the Company’s tax exempt variable rate debt.


As of SeptemberJune 30, 20182019 and December 31, 2017,2018, the aggregate carrying value of the interest rate swap contracts was an asset of $8.8$1.3 million and $5.4$5.8 million, respectively, and is included in prepaid expenses and other assets on the condensed consolidated balance sheets. The aggregate carrying value of the interest rate caps was zero on the condensed consolidated balance sheets as of both SeptemberJune 30, 20182019 and December 31, 2017.2018.


Hedge ineffectiveness related to cash flow hedges, which is included in interest expense on the condensed consolidated statements of income and comprehensive income, was not significant for the three and ninesix months ended SeptemberJune 30, 20182019 and 2017.2018.


Additionally, the Company has entered into total return swapsswap contracts, with an aggregate notional amount of $255.7 million, that effectively convert $256.2$255.7 million of mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index (“SIFMA”("SIFMA") plus a spread. The total return swaps provide fair market value protection on the mortgage notes payable to the counterparties during the initial period of the total return swap until the Company's option to call the mortgage notes at par can be exercised. The Company can currently call all of its total return swaps, with $256.2$255.7 million of the outstanding debt at par. These derivatives do not qualify for hedge accounting and had a carrying and fair value of zero at both SeptemberJune 30, 20182019 and December 31, 2017.2018. These total return swaps are scheduled to mature between September 2021 and November 2022. The realized gains of $2.2$2.0 million and $2.5$2.2 million for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and $6.7$4.0 million and $7.7$4.5 million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, were reported in the condensed consolidated statements of income and comprehensive income as total return swap income.






ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
SeptemberJune 30, 20182019 and 20172018
(Unaudited)


(11) Lease Agreements - Company as Lessor

As of June 30, 2019, the Company is a lessor of apartment homes at all of its consolidated operating and lease-up communities, one commercial building, and commercial portions of mixed use communities. The apartment homes are rented under short-term leases (generally, lease terms of nine to 12 months) while commercial lease terms typically range from five to 20 years. All such leases are classified as operating leases.

Although the majority of the Company’s apartment home and commercial leasing income is derived from fixed lease payments, some lease agreements also allow for variable payments. The primary driver of variable leasing income comes from utility reimbursements from apartment home leases and common area maintenance reimbursements from commercial leases. A small number of commercial leases contain provisions for lease payments based on a percentage of gross retail sales over set hurdles.

At the end of the term of apartment home leases, unless the lessee decides to renew the lease with the Company at the market rate or gives notice not to renew, the lease will be automatically renewed on a month-to-month term. Apartment home leases include an option to terminate the lease, however the lessee must pay the Company for expected or actual downtime to find a new tenant to lease the space. Most commercial leases include options to renew, with the renewal periods extending the term of the lease for no greater than the same period of time as the original lease term. The initial option to renew for commercial leases will typically be based on a fixed price while any subsequent renewal options will generally be based on the current market rate at the time of the renewal. Certain commercial leases contain lease termination options that would require the lessee to pay termination fees based on the expected amount of time it would take the Company to re-lease the space.

The Company’s apartment home and commercial lease agreements do not contain residual value guarantees. As the Company is the lessor of real estate assets which tend to either hold their value or appreciate, residual value risk is not deemed to be substantial. Furthermore, the Company carries comprehensive liability, fire, extended coverage, and rental loss insurance for each of its communities as well as limited insurance coverage for certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes.

A maturity analysis of undiscounted future minimum non-cancelable base rent to be received under the above operating leases as of June 30, 2019 is summarized as follows ($ in thousands):

 Future Minimum Rent
Remaining in 2019$511,596
2020232,775
202114,872
202213,650
202312,614
Thereafter34,218
 $819,725



ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2019 and 2018
(Unaudited)

As of December 31, 2018, in accordance with previously applicable lease accounting guidance, Accounting Standards Codification ("ASC"), 840, "Leases", the future minimum non-cancelable base rent to be received under one commercial building and commercial portions of mixed use communities, for which the Company was the lessor, was as follows ($ in thousands):
 Future Minimum Rent
2019$16,386
202015,842
202114,412
202213,324
202312,181
Thereafter33,034
 $105,179


Practical Expedients

For all operating leases the Company has elected to account for lease (e.g., fixed payments including rent) and non-lease components (e.g., utility reimbursements and common-area maintenance costs) as a single combined lease component under ASC 842 as the lease components are the predominant elements of the combined components.

As part of the transition to ASC 842, the Company has elected to use the modified retrospective transition method with the new standard being applied as of the January 1, 2019 adoption date. Additionally, the Company has elected, as of the adoption date, not to reassess whether expired or existing contracts contain leases under the new definition of a lease, not to reassess the lease classification for expired or existing leases, not to reassess whether previously capitalized initial direct costs would qualify for capitalization under ASC 842, and not to reassess whether existing or expired land easements meet the definition of a lease.

(12) Lease Agreements - Company as Lessee

As of June 30, 2019, the Company is a lessee of corporate office space, ground leases and a parking lease associated with various consolidated properties, and equipment. Lease terms for the Company's office leases, in general, range between five to 10 years while ground leases and the parking lease have terms typically ranging from 20 to 85 years. The corporate office leases occasionally contain renewal options of approximately five years while certain ground leases contain renewal options that can extend the lease term from approximately 10 to 39 years.

A majority of the Company’s ground leases and the parking lease are subject to changes in the Consumer Price Index ("CPI"). Furthermore, certain of the Company’s ground leases include rental payments based on a percentage of gross or net income. While lease liabilities are not remeasured as a result of changes in the CPI or percentage of gross or net income, such changes are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

As of June 30, 2019 and December 31, 2018, the Company had no material finance leases.


ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2019 and 2018
(Unaudited)

Supplemental condensed consolidated balance sheet information related to leases as of June 30, 2019 is as follows ($ in thousands):
 Classification June 30, 2019
Assets   
     Operating lease right-of-use assetsOperating lease right-of-use assets $76,205
          Total leased assets  $76,205
    
Liabilities   
     Operating lease liabilitiesOperating lease liabilities 78,226
          Total lease liabilities  $78,226


The components of lease expense for the three and six months ended June 30, 2019 were as follows ($ in thousands):
 Three Months Ended June 30, 2019 Six Months Ended June 30, 2019
Operating lease cost$1,687
 $3,373
Variable lease cost371
 513
Short-term lease cost152
 284
Sublease income(110) (217)
          Total lease cost$2,100
 $3,953


A maturity analysis of lease liabilities as of June 30, 2019 are as follows ($ in thousands):
 Operating Leases
Remaining in 2019$3,419
20206,855
20216,877
20226,888
20236,860
Thereafter153,258
Total lease payments$184,157
Less: Imputed interest(105,931)
Present Value of lease liabilities$78,226


Lease term and discount rate information for leases at June 30, 2019 are as follows:
Weighted-average of remaining lease terms (years)
     Operating Leases39
Weighted-average of discount rates
     Operating Leases4.98%



ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2019 and 2018
(Unaudited)

As of December 31, 2018, in accordance with previously applicable lease accounting guidance, ASC 840, the total minimum lease commitments under operating leases was as follows ($ in thousands):

 Future Minimum Rent
2019$6,811
20206,855
20216,877
20226,888
20236,860
Thereafter153,258
 $187,549


Practical Expedients

Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.

The Company has elected to account for lease (e.g., fixed payments including rent) and non-lease components (e.g., common-area maintenance costs) as a single combined lease component under ASC 842 as the lease components are the predominant elements of the combined components.

As part of the transition to ASC 842, the Company elected to use the modified retrospective transition method with the new standard being applied as of the January 1, 2019 adoption date. Additionally, the Company has elected, as of the adoption date, not to reassess whether expired or existing contracts contain leases under the new definition of a lease, not to reassess the lease classification for expired or existing leases, not to reassess whether previously capitalized initial direct costs would qualify for capitalization under ASC 842, and not to reassess whether existing or expired land easements meet the definition of a lease.

(13) Commitments and Contingencies


The Company is subject to various lawsuits in the normal course of its business operations. Such lawsuits have not had a material adverse effect on the Company's financial condition, results of operations or cash flows.Whileflows. While no assurances can be given, the Company does not believe there is any pending or threatened litigation against the Company that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Company.


The Company is subject to various federal, state, and local environmental laws. Compliance by the Company with existing laws has not had a material adverse effect on the Company. However, the Company cannot predict the impact of new or changed laws or regulations on its current portfolio or on other assets that the Company may acquire in the future. To the extent that an environmental matter arises or is identified in the future that has other than a remote risk of having a material impact on the condensed consolidated financial statements, the Company will disclose the estimated range of possible outcomes associated with it, and, if an outcome is probable, accrue an appropriate liability for that matter. The Company will consider whether any such matter results in an impairment of value on the affected property and, if so, impairment will be recognized.




Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations


The following discussion and analysis should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein and with the Company’s 20172018 annual report on Form 10-K for the year ended December 31, 2017.2018. Capitalized terms not defined in this section have the meaning ascribed to them elsewhere in this Quarterly Report on Form 10-Q. The Company makes statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Form 10-Q entitled “Forward-Looking"Forward-Looking Statements.”"
 
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 SeptemberJune 30, 2018,2019, had an approximately 96.7%96.6% general partnership interest in the Operating Partnership.


The Company’s investment strategy has two components: constant monitoring of existing markets, and evaluation of new markets to identify areas with the characteristics that underlie rental growth. The Company’s strong financial condition supports its investment strategy by enhancing its ability to quickly shift acquisition, development, redevelopment, and disposition activities to markets that will optimize the performance of the portfolio.


As of SeptemberJune 30, 2018,2019, the Company owned or had ownership interests in 247246 operating apartment communities, comprising 59,98259,962 apartment homes, excluding the Company’s ownership interest in preferred equity co-investments, loan investments, one operating commercial building, with approximately 106,564 square feet,and six active developments and three loan investments.developments. The Company’s apartment communities are located in the following major regions:


Southern California (Los Angeles, Orange, San Diego, and Ventura counties)
Northern California (the San Francisco Bay Area)
SeattleMetro (Seattle metropolitan area)


As of SeptemberJune 30, 2018,2019, the Company’s development pipeline was comprised of four consolidated projects under development, two unconsolidated joint venture projects under development, and various consolidated predevelopment projects aggregating 1,8611,853 apartment homes, with total incurred costs of $0.7$1.0 billion, and estimated remaining project costs of $0.5$0.2 billion, $0.4$0.2 billion of which represents the Company's estimated remaining costs, for total estimated project costs of $1.2 billion.


The Company’s consolidated apartment communities are as follows:
As of September 30, 2018 As of September 30, 2017As of June 30, 2019 As of June 30, 2018
Apartment Homes % Apartment Homes %Apartment Homes % Apartment Homes %
Southern California22,964
 47% 23,343
 47%22,674
 46% 22,964
 47%
Northern California15,970
 32% 15,848
 32%16,749
 34% 15,970
 32%
Seattle Metro10,238
 21% 10,238
 21%10,238
 20% 10,238
 21%
Total49,172
 100% 49,429
 100%49,661
 100% 49,172
 100%


Co-investments, including Wesco I, Wesco III, Wesco IV, Wesco V, CPPIB, BEXAEW, BEX II, and BEX III communities, developments under construction, and preferred equity interest co-investment communities are not included in the table presented above for both periods.


Comparison of the Three Months Ended SeptemberJune 30, 20182019 to the Three Months Ended SeptemberJune 30, 20172018


The Company’s average financial occupancy for the Company’s stabilized apartment communities or "Same-Property" (stabilized properties consolidated by the Company for the quarters ended SeptemberJune 30, 20182019 and 2017)2018) was 96.4%96.6% and 96.7% for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively. Financial occupancy is defined as the percentage resulting from dividing actual rental revenueincome by total potential rental revenue.income. Actual rental revenueincome represents contractual rental revenueincome pursuant to leases without considering delinquency and concessions. Total potential rental revenueincome 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.


Market rates are determined using the recently signed effective rates on new leases at the property and are used as the starting point in the determination of the market rates of vacant apartment homes. The Company may increase or decrease these rates based on a variety of factors, including overall supply and demand for housing, concentration of new apartment deliveries within the same submarket which can cause periodic disruption due to greater rental concessions to increase leasing velocity, and rental affordability. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates, and the Company's calculation of financial occupancy may not be comparable to financial occupancy disclosed by other REITs.


The Company does not take into account delinquency and concessions to calculate actual rent for occupied apartment homes and market rents for vacant apartment homes. The calculation of financial occupancy compares contractual rates for occupied apartment homes to estimated market rents for unoccupied apartment homes, and thus the calculation compares the gross value of all apartment homes excluding delinquency and concessions. For apartment communities that are development properties in lease-up without stabilized occupancy figures, the Company believes the physical occupancy rate is the appropriate performance metric. While an apartment community is in the lease-up phase, the Company’s primary motivation is to stabilize the property which may entail the use of rent concessions and other incentives, and thus financial occupancy, which is based on contractual revenue,income, is not considered the best metric to quantify occupancy.


The regional breakdown of the Company’s Same-Property portfolio for financial occupancy for the three months ended SeptemberJune 30, 20182019 and 20172018 is as follows:
Three Months Ended September 30,Three Months Ended June 30,
2018 20172019 2018
Southern California96.5% 96.8%96.7% 96.8%
Northern California96.3% 97.0%96.6% 96.7%
Seattle Metro96.1% 96.2%96.4% 96.3%


The following table provides a breakdown of revenuerevenues amounts, including revenues attributable to the Same-Properties:
 Number of Apartment Three Months Ended September 30, Dollar Percentage Number of Apartment Three Months Ended June 30, Dollar Percentage
Property Revenues ($ in thousands) Homes 2018 2017 Change Change Homes 2019 2018 Change Change
Same-Property Revenues:                    
Southern California 22,269
 $147,274
 $143,778
 $3,496
 2.4 % 21,979
 $147,158
 $142,617
 $4,541
 3.2%
Northern California 14,356
 117,766
 115,239
 2,527
 2.2 % 15,685
 132,043
 127,189
 4,854
 3.8%
Seattle Metro 10,238
 59,231
 58,285
 946
 1.6 % 10,238
 60,841
 58,796
 2,045
 3.5%
Total Same-Property Revenues 46,863
 324,271
 317,302
 6,969
 2.2 % 47,902
 340,042
 328,602
 11,440
 3.5%
Non-Same Property Revenues  
 24,339
 24,672
 (333) (1.3)%  
 19,333
 17,924
 1,409
 7.9%
Total Property Revenues  
 $348,610
 $341,974
 $6,636
 1.9 %  
 $359,375
 $346,526
 $12,849
 3.7%


Same-Property Revenues increased by $7.0$11.4 million or 2.2%3.5% to $324.3$340.0 million in the thirdsecond quarter of 20182019 from $317.3$328.6 million in the thirdsecond quarter of 2017.2018. The increase was primarily attributable to an increase of 2.5%3.5% in average rental rates from $2,204$2,231 per apartment home in the third quarter of 2017 to $2,258 per apartment home in the third quarter of 2018. 

Non-Same Property Revenues decreased by $0.3 million or 1.3% to $24.3 million in the third quarter of 2018 from $24.7 million in the third quarter of 2017. The decrease was primarily due to the sale of Domain in the second quarter of 2018 offsetto $2,309 per apartment home in the second quarter of 2019. 

Non-Same Property Revenues increased by revenue$1.4 million or 7.9% to $19.3 million in the second quarter of 2019 from $17.9 million in the second quarter of 2018. The increase was primarily due to revenues generated from Sage at Cupertino,Marquis, which was consolidated in March 2017, andDecember 2018, Station Park Green - Phase I, a development community that began producing rental income during the first quarter of 2018, and One South Market, which was consolidated in March 2019, partially offset by the sales of Domain in the second quarter of 2018 and of 8th & Hope in the fourth quarter of 2018.


Management and other fees from affiliates remained relatively flat at $2.3 million in the thirdsecond quarter of 20182019 compared to $2.4 million in the thirdsecond quarter of 2017.2018.


Property operating expenses, excluding real estate taxes increased $0.1$1.1 million or 0.2%1.9% to $59.1$59.2 million for the thirdsecond quarter of 20182019 compared to $59.0$58.1 million for the thirdsecond quarter of 20172018 primarily due to an increase of $1.2 million in utilities expenses

offset primarily by a $0.9 million decrease in administrativemaintenance and repairs expenses. Same-Property operating expenses, excluding real estate taxes, increased by $0.1$1.8 million or 0.2% for3.2% to

$57.3 million in the thirdsecond quarter of 20182019 compared to $55.5 million in the thirdsecond quarter of 20172018, primarily due to an increase of $1.2 million in utilities expenses offset by a $0.9 million decrease in administrativemaintenance and repairs expenses.


Real estate taxes increased $1.2$0.3 million or 3.2%0.8% to $38.7$36.3 million for the thirdsecond quarter of 20182019 compared to $37.5$36.0 million for the thirdsecond quarter of 20172018, primarily due to increases in tax rates and property valuations in Southern and Northern California, offset by a decrease due tofavorable tax assessments in the sale of DomainSeattle Metro region. Same-Property real estate taxes remained relatively flat at $34.8 million in the second quarter of 2018. Same-Property real estate taxes increased by $1.5 million or 4.4%2019 compared to $35.6$34.9 million in the thirdsecond quarter of 2018, compared to $34.1 million in the third quarter of 2017, primarily due to increases in property valuations in Southern and Northern California, offset by favorable tax rates and property valuations.assessments in the Seattle Metro region.


Corporate-level property management expenses increased $0.2$0.4 million or 2.6%5.1% to $8.2 million in the second quarter of 2019 compared to $7.8 million in the thirdsecond quarter of 2018, compared to $7.6 million in the third quarter of 2017, primarily due to an increase in corporate-level property management and staffing costs supporting the communities.


Depreciation and amortization expense increased by $3.4$0.2 million or 2.9%0.2% to $120.9$119.5 million for the thirdsecond quarter of 20182019 compared to $117.5$119.3 million for the thirdsecond quarter of 2017,2018, primarily due to the completion of the Station Park Green - Phase I development during the first and second quarters of 2018, as well as an increaseconsolidation of Marquis in redevelopment activity between the third quarter of 2017 and the thirdfourth quarter of 2018, and consolidation of One South Market in the first quarter of 2019. The increase was partially offset by a decrease due to the sale of Domain8th & Hope in the fourth quarter of 2018.

Interest expense decreased by $2.2 million or 3.9% to $54.1 million for the second quarter of 2018.

Interest expense decreased $0.7 million or 1.3%2019 compared to $55.2$56.3 million for the thirdsecond quarter of 2018, compared to $55.9 million for the third quarter of 2017, primarily due to a decrease in average debt that was paid off or matured, as well as regular principal amortization during and after the thirdsecond quarter of 2017,2018, which resulted in a decrease in interest expense of $2.6$5.7 million for the thirdsecond quarter of 2018.2019. Additionally, there was a $1.5$2.2 million increase in capitalized interest in the thirdsecond quarter of 2018,2019, due to an increase in development costs as compared to the same period in 2017.2018. These decreases to interest expense were partially offset by an increase in average outstanding debt primarily as a result of the issuance of $350.0 million senior unsecured notes due May 1, 2027 in April 2017 and $300.0$500.0 million senior unsecured notes due March 15, 20481, 2029 in February and March 2018,2019, which resulted in an increase of $3.4$5.7 million interest expense for the thirdsecond quarter of 2018.2019.


Total return swap income of $2.2$2.0 million in the thirdsecond quarter of 20182019 consists of monthly settlements related to the Company's total return swap contracts that were entered into during 2015 in connection with issuing fixed rate tax-exempt mortgage notes. The decrease of $0.4$0.2 million or 9.1% from $2.2 million for the thirdsecond quarter of 2018 compared to the third quarter of 2017 was due to less favorable interest rates.


Interest and other income increased by $2.6$1.4 million or 44.8%20.3% to $8.4$8.3 million for the thirdsecond quarter of 20182019 compared to $5.8$6.9 million for the thirdsecond quarter of 2017,2018, primarily due to an increase of $1.4 million in marketable securities and other interest income of $1.3 million and $1.2 million in unrealized gains on marketable securities recognized in the condensed consolidated statements of income and comprehensive income in the third quarter of 2018.income.


Equity income from co-investments decreased $2.9 increased $2.0 million or 14.7%13.3% to $16.8$17.0 million for the thirdsecond quarter of 2019 compared to $15.0 million for the second quarter of 2018, compared to $19.7 million for the third quarter of 2017, primarily due to the salean increase of a property by Wesco I during the third quarter of 2017, which resulted in a gain of $10.1$1.3 million for the Company, offset by a gain on early retirement of debt from an unconsolidated co-investment of $3.7 million in the third quarter of 2018 and an increase in income from preferred equity investments of $3.1 million.investments.


Comparison of the NineSix Months Ended SeptemberJune 30, 20182019 to the NineSix Months Ended SeptemberJune 30, 20172018


Our average financial occupancy for the Company's stabilized apartment communities or "Same-Property" (stabilized properties consolidated by the Company for the ninesix months ended SeptemberJune 30, 20182019 and 2017)2018) was 96.7%96.8% and 96.5%96.9% for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively.










The regional breakdown of the Company’s Same-Property portfolio for financial occupancy for the ninesix months ended SeptemberJune 30, 20182019 and 20172018 is as follows:

Nine Months Ended September 30,Six Months Ended June 30,
2018 20172019 2018
Southern California96.7% 96.4%96.7% 96.9%
Northern California96.8% 96.8%96.8% 97.1%
Seattle Metro96.4% 96.3%96.7% 96.6%


The following table provides a breakdown of revenue amounts, including revenues attributable to the Same-Properties:

 Number of Apartment Nine Months Ended September 30, Dollar Percentage Number of Apartment Six Months Ended June 30, Dollar Percentage
Property Revenues ($ in thousands) Homes 2018 2017 Change Change Homes 2019 2018 Change Change
Same-Property Revenues:                    
Southern California 22,269
 $438,201
 $425,354
 $12,847
 3.0% 21,979
 $293,380
 $284,534
 $8,846
 3.1%
Northern California 14,356
 350,708
 342,844
 7,864
 2.3% 15,685
 262,933
 253,826
 9,107
 3.6%
Seattle Metro 10,238
 176,740
 171,564
 5,176
 3.0% 10,238
 121,081
 117,509
 3,572
 3.0%
Total Same-Property Revenues 46,863
 965,649
 939,762
 25,887
 2.8% 47,902
 677,394
 655,869
 21,525
 3.3%
Non-Same Property Revenues  
 74,434
 72,146
 2,288
 3.2%  
 35,869
 35,604
 265
 0.7%
Total Property Revenues  
 $1,040,083
 $1,011,908
 $28,175
 2.8%  
 $713,263
 $691,473
 $21,790
 3.2%


Same-Property Revenues increased by $25.9$21.5 million or 2.8%3.3% to $965.6$677.4 million in the ninesix months ended SeptemberJune 30, 20182019 from $939.8$655.9 million in the ninesix months ended SeptemberJune 30, 2017.2018. The increase was primarily attributable to an increase of 2.3%3.4% in average rental rates from $2,180$2,219 per apartment home in the ninesix months ended SeptemberJune 30, 20172018 to $2,231$2,295 per apartment home in the ninesix months ended SeptemberJune 30, 2018.2019.


Non-Same Property Revenues increased by $2.3$0.3 million or 3.2%0.7% to $74.4$35.9 million in the ninesix months ended SeptemberJune 30, 20182019 from $72.1$35.6 million in the ninesix months ended SeptemberJune 30, 2017.2018.  The increase was primarily due to revenuerevenues generated by Sage at Cupertino,from Marquis, which was consolidated in March 2017, andDecember 2018, Station Park Green - Phase I, a development community whichthat began producing rental income during the first quarter of 2018, and One South Market, which was consolidated in March 2019, partially offset by the salesales of Domain in the second quarter of 2018 and of 8th & Hope in the fourth quarter of 2018.


Management and other fees from affiliates remained relatively flat at $6.8$4.6 million for the ninesix months ended SeptemberJune 30, 2018 compared to $6.9 million for the nine months ended September 30, 2017.2019 and 2018.


Property operating expenses, excluding real estate taxes increased $3.5$2.7 million or 2.0%2.3% to $174.5$118.1 million for the ninesix months ended SeptemberJune 30, 20182019 compared to $171.0$115.4 million for the ninesix months ended SeptemberJune 30, 20172018 primarily due to an increase of $2.0$1.4 million in utilities expenses maintenance and repairs as well as an increase of $1.3 million in maintenance and repairs.utilities expenses. Same-Property operating expenses, excluding real estate taxes, increased by $2.5$3.3 million or 1.6%3.0% to $164.7$114.5 million for the ninesix months ended SeptemberJune 30, 20182019 compared to $111.2 million for the ninesix months ended SeptemberJune 30, 2017,2018, primarily due to a $2.0$1.4 million increase in utilities expensesmaintenance and repairs expense and an increase of $1.0$1.2 million in maintenance and repairs.utilities expenses.


Real estate taxes increased $4.1$2.0 million or 3.8%2.7% to $112.4$75.7 million for the ninesix months ended SeptemberJune 30, 20182019 compared to $108.3$73.7 million for the ninesix months ended SeptemberJune 30, 20172018 primarily due to increases in tax rates and property valuations partiallyin Southern and Northern California, offset by the sale of Domainfavorable tax assessments in the second quarter of 2018.Seattle Metro region. Same-Property real estate taxes increased by $3.1$1.9 million or 3.1%2.7% to $104.3$72.1 million for the ninesix months ended SeptemberJune 30, 20182019 compared to $101.2$70.2 million for the ninesix months ended SeptemberJune 30, 20172018 primarily due to increases in property valuations in Southern and Northern California, offset by favorable tax rates and property valuations.assessments in the Seattle Metro region.


Corporate-level property management expenses increased $0.7$0.8 million or 3.1%5.1% to $23.3$16.4 million for the ninesix months ended SeptemberJune 30, 20182019 compared to $22.6$15.6 million for the ninesix months ended SeptemberJune 30, 20172018 primarily due to an increase in corporate-level property management and staffing costs supporting the communities.


Depreciation and amortization expense increased by $8.4$1.6 million or 2.4%0.7% to $359.3$240.0 million for the ninesix months ended SeptemberJune 30, 20182019 compared to $350.9$238.4 million for the ninesix months ended SeptemberJune 30, 2017,2018, primarily due to the completion of the Station Park Green - Phase I development during the first and second quarters of 2018, the consolidation of

Sage at Cupertino Marquis in March 2017, as well as an increase in redevelopment activity between the third quarter of 2017 and the thirdfourth quarter of 2018, and consolidation of One South Market in the first quarter of 2019. The increase was partially offset by a decrease due to the salesales of Domain in the second quarter of 2018 and of 8th & Hope in the fourth quarter of 2018.


Interest expense decreased $1.0$3.3 million or 0.6%3.0% to $166.3$107.8 million for the ninesix months ended SeptemberJune 30, 20182019 compared to $167.3$111.1 million for the ninesix months ended SeptemberJune 30, 2017,2018, primarily due to a decrease in averagevarious debt that was paid off or matured and regular principal amortization during and after the ninesix months ended SeptemberJune 30, 2017,2018, which resulted in a decrease in interest expense of $9.4$10.3 million for the ninesix months ended SeptemberJune 30, 2018.2019. Additionally, there was a $3.3$3.9 million increase in capitalized interest forin the ninesix months ended SeptemberJune 30, 2018,2019, which was due to an increase in development costs as compared to the same period in 2017. 2018.

These decreases into interest expense were partially offset by an increase in average outstanding debt primarily as a result of the issuance of $350.0 million senior unsecured notes due May 1, 2027 in April 2017 and $300.0 million senior unsecured notes due March 15, 2048 in March 2018 and $500.0 million senior unsecured notes due March 1, 2029 in February and March 2019, which resulted in an increase of $11.7$10.9 million interest expense for the ninesix months ended SeptemberJune 30, 20182019 as compared to the ninesix months ended SeptemberJune 30, 2017.2018.


Total return swap income of $6.7$4.0 million for the ninesix months ended SeptemberJune 30, 20182019 consists of monthly settlements related to the Company's total return swap contracts that were entered into during 2015 in connection with issuing fixed rate tax-exempt mortgage notes. The decrease of $1.0$0.5 million or 11.1% from $4.5 million for the ninesix months ended SeptemberJune 30, 2018 compared to the nine months ended September 30, 2017 was due to less favorable interest rates.


Interest and other income increased by $3.3$7.8 million or 18.4%60.9% to $21.2$20.6 million for the ninesix months ended SeptemberJune 30, 20182019 compared to $17.9$12.8 million for the ninesix months ended SeptemberJune 30, 2017,2018, primarily due to an increase of $5.2 million in unrealized gains and losses on marketable securities recognized through income and an increase in marketable securities and other interest income of $3.4$2.8 million.


Equity income from co-investments increased $23.7 decreased $14.6 million or 57.9%30.5% to $64.6$33.2 million for the ninesix months ended SeptemberJune 30, 20182019 compared to $40.9$47.8 million for the ninesix months ended SeptemberJune 30, 2017,2018, primarily due to $20.5a decrease in promote income. In the first quarter of 2019, the Company recognized $0.8 million of promote income from the BEXAEW joint ventureacquisition of One South Market compared to $20.5 million recognized during thein first quarter of 2018 from the BEXAEW joint venture, resulting in a decrease of $19.7 million in promote income. The decrease was partially offset by an increase of $3.4 million in income from preferred equity investmentsinvestments.

Gain on remeasurement of $8.6 million and a gain on early retirementco-investment of debt from an unconsolidated co-investment of $3.7 million in the third quarter of 2018, partially offset by the sale of a property by Wesco I during the third quarter of 2017, which resulted in a gain of $10.1$31.5 million for the Company.six months ended June 30, 2019 resulted from the purchase of the Company's joint venture partner's 45.0% membership interest in the One South Market co-investment in March 2019.


Liquidity and Capital Resources


As of SeptemberJune 30, 2018,2019, the Company had $157.3$38.2 million of unrestricted cash and cash equivalents and $210.6$215.4 million in marketable securities, of which $88.1$77.3 million 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, availability under existing lines of credit, access to capital markets and the ability to generate cash from the disposition of real estate are sufficient to meet all of its reasonably anticipated cash needs during the next twelve months. 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.


As of SeptemberJune 30, 2018,2019, Fitch Ratings, (“Fitch”), Moody’s Investor Service, (“Moody's”), and Standard and Poor's (“S&P”) credit agencies rate the Company and the Operating Partnership, BBB+/Positive, Baa1/Stable, and BBB+/Stable, respectively.


As of SeptemberJune 30, 2018,2019, the Company had two unsecured lines of credit aggregating $1.24 billion. In January 2018, the Company’s unsecured credit facility was amended, and the line’s capacity was increased from $1.0 billion to $1.2 billion. As of SeptemberJune 30, 2018,2019, there was no amount$117.0 million outstanding on thisthe 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 and was LIBOR plus 0.875%0.825% as of SeptemberJune 30, 2018. In connection with the January 2018 amendment, the2019. This facility is scheduled maturity date of this facility was extended to mature in December 2021,2022, with one 18-month extension, exercisable at the Company's option. In January 2018, the Company’s working capital unsecured line of credit was also amended, and the line’s capacity was increased from $25.0 million to $35.0 million. As of SeptemberJune 30, 2018,2019, there was no amount outstanding on thisthe Company's $35.0 million working capital unsecured line of credit. The underlying interest rate on the $35.0 million line is based on a tiered rate structure tied to the Company's credit ratings and was LIBOR plus 0.875%0.825% as of SeptemberJune 30, 2018. In connection with the January 2018 amendment, the2019. This facility is scheduled maturity date of this facility was extended to January 2020.mature in February 2021.


In March 2018,February 2019, the CompanyOperating Partnership issued $300.0$350.0 million of 30-year 4.500% senior unsecured notes. The interest is paid semi-annually in arrearsnotes due on March 151, 2029, with a coupon rate of 4.000% (the "2029 Notes"), which are payable on March 1 and September 151 of each year, commencingbeginning on September 15, 2018 until1, 2019. The 2029 Notes were offered to investors at a price of 99.188% of the maturity dateprincipal amount thereof. The 2029 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 the Company. In March 15, 2048.2019, the Operating Partnership issued an additional $150.0 million of the 2029 Notes at a price of 100.717% of the principal amount thereof. These additional notes have substantially identical terms as the 2029 Notes issued in February 2019. The Company used the net proceeds of this offeringthese offerings to repay indebtedness under its unsecured lines of credit facilities and for other general corporate and working capital purposes.

In January 2019, the Company repaid $290.0 million in secured mortgage notes payable with a coupon rate of 5.57% and a stated maturity date of May 2019.


In September 2018, 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 “2018"2018 ATM Program”Program"). In connection with the 2018 ATM Program, the Company may also enter into related forward purchasesale agreements whereby, at the Company’s discretion, it may sell shares of its common stock under the 2018 ATM Program under forward equity sales agreements. The use of a forward equity sales 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 receiving the proceeds from the sale of shares until a later date.

Upon entering into the 2018 ATM Program, the Company simultaneously terminated its existing equity distribution agreements, which were entered into in March 2016 in connection with its prior at-the-market equity offering program (the “2016 ATM Program”). During the ninesix months ended SeptemberJune 30, 2018,2019, the Company did not sell any shares of its common stock through the 2018 ATM Program or through the 2016 ATM Program. Since commencementAs of the 2018 ATM Program, as of SeptemberJune 30, 2018, the Company has not sold any shares of its common stock and2019, there are no outstanding forward purchase agreements, and $900.0 million of shares remains available to be sold under this program.


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 such date, the Company had $250.0 million of purchase authority remaining under the stock repurchase plan. During the ninesix months ended SeptemberJune 30, 2018,2019, the
Company repurchased 16,834and retired 234,061 shares of its common stock totaling $3.8$57.0 million, including commissions, at an average
price of $224.13$243.48 per share. As of SeptemberJune 30, 2018,2019, the Company had $245.2$250.0 million of purchase authority remaining
under the stock repurchase plan.


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. 


Development and Predevelopment Pipeline


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 SeptemberJune 30, 2018,2019, the Company’s development pipeline was comprised of four consolidated projects under development, two unconsolidated joint venture projects under development and various consolidated predevelopment projects, aggregating 1,8611,853 apartment homes, with total incurred costs of $0.7$1.0 billion, and estimated remaining project costs of approximately $0.5$0.2 billion, $0.4$0.2 billion of which represents the Company's estimated remaining costs, for total estimated project costs of $1.2 billion.


The Company expects to fund the development and predevelopment pipeline by using a combination of some or all of the following sources: its working capital, amounts available on its lines of credit, facilities, construction loans, net proceeds from public and private equity and debt issuances, and proceeds from the disposition of assets, if any.


Redevelopment Pipeline


The Company defines redevelopment communities as existing properties owned or recently acquired, which have been targeted for additional investment by the Company with the expectation of increased financial returns through property improvement. During redevelopment, apartment homes may not be available for rent and, as a result, may have less than stabilized operations. As of SeptemberJune 30, 2018,2019, the Company had ownership interests in five major redevelopment communities aggregating 1,727 apartment homes with estimated redevelopment costs of $140.1 million, of which approximately $30.9$22.8 million remains to be expended. The Company has the ability to cease funding of the redevelopment pipeline as needed.


Derivative Activity


The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage certain interest rate risks. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps and total return swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.


Alternative Capital Sources


The Company utilizes co-investments as an alternative source of capital for investments inacquisitions of both operating and development communities. As of SeptemberJune 30, 2018,2019, the Company had an interest in 814806 apartment homes in communities actively under

development with joint ventures for total estimated costs of $0.6 billion. Total estimated remaining costs total approximately $0.3$0.1 billion, of which the Company estimates that its remaining investment in these development joint ventures will be approximately $0.1 billion. In addition, the Company had an interest in 10,81010,301 apartment homes of operating communities with joint ventures for a total book value of $0.8 billion as of SeptemberJune 30, 2018.2019.


Off-Balance Sheet Arrangements


The Company has various unconsolidated interests in certain joint ventures. The Company does not believe that these unconsolidated investments have a materially different impact on its liquidity, cash flows, capital resources, credit or market risk than its consolidated operations. See Note 4, Co-investments, in the Notes to Condensed Consolidated Financial Statements for carrying values and combined summarized financial information of these unconsolidated investments.
 
Critical Accounting Policies and 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. The Company defines critical accounting policies as those accounting policies that require the Company’s management to exercise their most difficult, subjective and complex judgments. The Company’s critical accounting policies and estimates relate principally to the following key areas: (i) accounting for business combinations;the acquisition of investments in real estate; and (ii) consolidation under applicable accounting standards for entities that are not wholly owned; (iii) assessing and measuring the carrying valuesimpairment of the Company's real estate properties and investments in and advances to joint ventures and affiliates; and (iv) internal cost capitalization.affiliates. 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 differ from those estimates made by management.


The Company’s critical accounting policies and estimates have not changed materially from the information reported in Note 2, Summary of Critical and Significant Accounting Policies, in the Company’s annual report on Form 10-K for the year ended December 31, 2017.2018.
  
Forward-Looking Statements
 
Certain statements in this “Management's"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 (the “Securities Act”"Securities Act"), and Section 21E of the Exchange Act, 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,” “believes,” “seeks,” “estimates,”"expects," "assumes," "anticipates," "may," "will," "intends," "plans," "projects," "believes," "seeks," "future," "estimates," and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s intent, beliefs or expectations with respect to the timing of completion of current development and redevelopment projects and the stabilization of such projects, the timing of lease-up and occupancy of its apartment communities, the anticipated operating performance of its apartment communities, the total projected costs of development and redevelopment projects, co-investment activities, qualification as a REIT under the Internal Revenue Code of 1986, as amended, the real estate markets in the geographies in which the Company’s properties are located and in the United States in general, the adequacy of future cash flows to meet anticipated cash needs, its financing activities and the use of proceeds from such activities, the availability of debt and equity financing, general economic conditions including the potential impacts from the economic conditions, trends affecting the Company’s financial condition or results of operations, changes to U.S. tax laws and regulations in general or specifically related to REITs or real estate, changes to laws and regulations in jurisdictions in which communities the Company owns are located, and other information that is not historical information.


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 Company may fail to achieve its business objectives; the actual completion of development and redevelopment projects may be subject to delays; the stabilization dates of such projects may be delayed; the Company may abandon or defer development or redevelopment projects for a number of reasons, including changes in local market conditions which make development less desirable, increases in costs of

development, increases in the cost of capital or lack of capital availability, resulting in losses; the total projected costs of current development and redevelopment projects may exceed expectations; such development and redevelopment projects may not be completed; development and redevelopment projects and acquisitions may fail to meet expectations; estimates of future income from an acquired property may prove to be inaccurate; occupancy rates and rental demand may be adversely affected by competition and local economic and market conditions; there may be increased interest rates and operating costs; the Company may be unsuccessful in the management of its relationships with its co-investment partners; 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; there may be a downturn in general economic conditions, the real estate industry, and the markets in which the Company's communities are located; changes in laws or regulations; the terms of any refinancing may not be as favorable as the terms of existing indebtedness; unexpected difficulties in leasing of development projects; volatility in financial and securities markets; the Company’s failure to successfully operate acquired properties; unforeseen consequences from cyber-intrusion; the Company’s inability to maintain our investment grade credit rating with the rating agencies; 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, 2017,2018, and in the Company's other filings with the Securities and Exchange Commission (the “SEC”"SEC"). All forward-looking statements are made as of the date hereof, the Company assumes no obligation to update or supplement this information for any reason, and therefore, they may not represent the Company’s estimates and assumptions after the date of this report.


Funds from Operations Attributable to Common Stockholders and Unitholders
 
Funds from Operations Attributable to Common Stockholders and Unitholders (“FFO”("FFO") is a financial measure that is commonly used in the REIT industry. The Company presents FFO and FFO excluding non-core items (referred to as “Core FFO”"Core FFO") as supplemental operating performance measures. FFO and Core FFO are not used by the Company as, nor should they be considered to be, alternatives to net income computed under U.S. GAAP as an indicator of the Company’s operating performance or as alternatives to cash from operating activities computed under U.S. GAAP as an indicator of the Company’s ability to fund its cash needs.


FFO and Core FFO are not meant to represent a comprehensive system of financial reporting and do not present, nor do they intend to present, a complete picture of the Company's financial condition and operating performance. The Company believes that net income computed under U.S. GAAP is the primary measure of performance and that FFO and Core FFO are only meaningful when they are used in conjunction with net income. 


The Company considers FFO and Core FFO to be useful financial performance measurements of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate 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 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. The Company believes that its consolidated financial statements, prepared in accordance with U.S. GAAP, provide the most meaningful picture of its financial condition and its operating performance.
 
In calculating FFO, the Company follows the definition for this measure published by the National Association of Real Estate Investment Trusts (“NAREIT”("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:
 
(a)historical cost accounting for real estate assets in accordance with U.S. GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time. NAREIT stated in its White Paper on Funds from Operations “since"since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.”" Consequently, NAREIT’s definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by U.S. GAAP do not reflect the underlying economic realities.

real estate, as an asset class, generally appreciates over time and depreciation charges required by U.S. GAAP do not reflect the underlying economic realities.

(b)REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate.  The exclusion, in NAREIT’s definition of FFO, of gains and losses from the sales of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT’s activity and assists in comparing those operating results between periods.


Management believes that it 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 disclosure of FFO may not be comparable to the Company’s calculation.


The following table is a reconciliation of net income available to common stockholders to FFO and Core FFO for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 (in thousands, except share and per share amounts):


Essex Property Trust, Inc.
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Net income available to common stockholders$80,975
 $79,723
 $272,333
 $329,446
$92,275
 $100,440
 $211,133
 $191,358
Adjustments: 
  
  
  
 
  
  
  
Depreciation and amortization120,852
 117,451
 359,287
 350,893
119,465
 119,330
 240,033
 238,435
Gains not included in Funds from Operations attributable to common stockholders and unitholders—
 (10,307) (22,244) (125,122)
Depreciation and amortization add back from unconsolidated co-investments15,766
 13,854
 47,345
 40,335
Gains not included in FFO attributable to common stockholders and unitholders(870) (22,244) (32,405) (22,244)
Depreciation and amortization from unconsolidated co-investments14,631
 15,720
 29,821
 31,579
Noncontrolling interest related to Operating Partnership units2,789
 2,721
 9,381
 11,289
3,228
 3,460
 7,399
 6,592
Depreciation attributable to third party ownership and other(234) (23) (699) (74)(236) (233) (466) (465)
Funds from Operations attributable to common stockholders and unitholders$220,148
 $203,419
 $665,403
 $606,767
Funds from Operations attributable to common stockholders and unitholders per share - diluted$3.22
 $2.97
 $9.74
 $8.90
Funds from operations attributable to common stockholders and unitholders$228,493
 $216,473
 $455,515
 $445,255
Funds from operations attributable to common stockholders and unitholders per share - diluted$3.36
 $3.17
 $6.69
 $6.52
Non-core items: 
  
  
  
 
  
  
  
Expensed acquisition and investment related costs31
 324
 156
 1,154
24
 68
 56
 125
Gain on sale of marketable securities(120) (32) (669) (1,650)
Unrealized gains on marketable securities(1,180) —
 (426) —
(Gain) loss on sale of marketable securities(556) 131
 (498) (549)
Unrealized losses (gains) on marketable securities56
 (122) (4,454) 754
Unrealized gain on unconsolidated co-investments—
 —
 (314) —
Interest rate hedge ineffectiveness (1)
(35) 1
 61
 (19)—
 40
 181
 96
Gain on early retirement of debt add back from unconsolidated co-investments(3,662) —
 (3,662) —
Gain on early retirement of debt from unconsolidated co-investments(332) —
 (1,668) —
Co-investment promote income—
 —
 (20,541) —
—
 —
 (809) (20,541)
Income from early redemption of preferred equity investments—
 (8) (1,602) (256)(732) (1,578) (832) (1,602)
Insurance reimbursements, legal settlements, and other, net30
 335
 2,013
 310
General and administrative and other, net—
 —
 —
 2,433
Insurance reimbursements and legal settlements, net(38) (450) (248) (450)
Core Funds from Operations attributable to common stockholders and unitholders$215,212
 $204,039

$640,733

$606,306
$226,915
 $214,562

$446,929

$425,521
Core Funds from Operations attributable to common stockholders and unitholders per share-diluted$3.15
 $2.98
 $9.38
 $8.90
$3.33
 $3.14
 $6.57
 $6.23
Weighted average number shares outstanding diluted (2)
68,339,057
 68,392,419
 68,328,370
 68,159,766
Weighted average number shares outstanding, diluted (2)
68,079,855
 68,331,709
 68,063,937
 68,324,230


(1) Interest rate swaps generally are adjusted to fair value through other comprehensive income (loss). However, because certain of the Company's interest rate swaps do not have a 0% LIBOR floor, while related hedged debt in these cases is subject

to a 0% LIBOR floor, the portion of the change in fair value of these interest rate swaps attributable to this mismatch, if any, is recorded as a non-cash interest rate hedge ineffectiveness through interest expense. On January 1, 2019, the Company adopted

ASU No. 2017-12 "Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities," which resulted in a cumulative effect adjustment of approximately $181,000 from interest expense to accumulated other comprehensive income.
(2) Assumes conversion of all dilutive outstanding operating partnership interests in the Operating Partnership into shares of the Company's common stock and excludes all DownREIT limited partnership units for which the Operating Partnership has the ability and intention to redeem the units for cash and does not consider them to be common stock equivalents.


Net Operating Income


Net operating income (“NOI”("NOI") and Same-Property NOI are considered by management to be an important supplemental performance measure 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 revenuerevenues 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):


Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Earnings from operations$113,897
 $112,669
 $340,716
 $334,147
$124,560
 $138,516
 $240,255
 $249,063
Adjustments: 
  
  
  
 
  
  
  
Corporate-level property management expenses7,761
 7,573
 23,313
 22,604
8,212
 7,782
 16,365
 15,552
Depreciation and amortization120,852
 117,451
 359,287
 350,893
119,465
 119,330
 240,033
 238,435
Management and other fees from affiliates(2,307) (2,395) (6,812) (6,927)(2,260) (2,197) (4,595) (4,505)
General and administrative10,601
 9,788
 36,539
 30,726
13,927
 11,125
 27,386
 25,938
Expensed acquisition and investment related costs31
 324
 156
 1,154
24
 68
 56
 125
Gain on sale of real estate and land—
 (22,244) —
 (22,244)
NOI250,835

245,410

753,199

732,597
263,928

252,380

519,500

502,364
Less: Non-Same Property NOI(18,274) (18,214) (56,611) (56,273)(15,959) (14,224) (28,697) (27,886)
Same-Property NOI$232,561
 $227,196
 $696,588
 $676,324
$247,969
 $238,156
 $490,803
 $474,478


Item 3: Quantitative and Qualitative Disclosures About Market Risks


Interest Rate Hedging Activities


The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company uses interest rate swaps as part of its cash flow hedging strategy. As of SeptemberJune 30, 2018,2019, the Company has entered into five interest rate swap contracts to mitigate the risk of changes in the interest-related cash outflows on $175.0 million of the Company's unsecured term debt. As of SeptemberJune 30, 2018,2019, the Company also had $269.8$269.3 million of secured variable rate indebtedness, of which $9.9 million is subject to interest rate cap protection. All of the Company's interest rate swaps are designated as cash flow hedges as of SeptemberJune 30, 2018.2019. The following table summarizes the notional amount, carrying value, and estimated fair value of the Company’s cash flow hedge derivative instruments used to hedge interest rates as of SeptemberJune 30, 2018.2019. The notional amount represents the aggregate amount of a particular security that is currently hedged at one time, but does not represent exposure to credit, interest rates, or market risks. The table also includes a sensitivity analysis to demonstrate the impact on the Company’s derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of SeptemberJune 30, 2018.

2019.

  Carrying and Estimated Carrying Value  Carrying and Estimated Carrying Value
Notional Maturity Estimated 50 -50Notional Maturity Estimated +50 -50
($ in thousands)Amount Date Range Fair Value Basis Points Basis PointsAmount Date Range Fair Value Basis Points Basis Points
Cash flow hedges:     
  
     
  
Interest rate swaps$175,000
 2022 $8,847
 $11,543
 $6,183
$175,000
 2022 $1,338
 $3,503
 $(863)
Interest rate caps9,924
 2019 —
 —
 —
9,924
 2019 —
 —
 —
Total cash flow hedges$184,924
 2019-2022 $8,847
 $11,543
 $6,183
$184,924
 2019-2022 $1,338
 $3,503
 $(863)


Additionally, the Company has entered into total return swap contracts, with an aggregate notional amount of $256.2$255.7 million that effectively convert $256.2$255.7 million of fixed mortgage notes payable to a floating interest rate based on the SIFMA plus a spread and have a carrying value of zero at SeptemberJune 30, 2018.2019. The Company is exposed to insignificant interest rate risk on these swaps as the related mortgages are callable, at par, by the Company, co-terminus with the termination of any related swap. These derivatives do not qualify for hedge accounting.


Interest Rate Sensitive Liabilities


The Company is exposed to interest rate changes primarily as a result of its lines of credit and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Company's real estate investment portfolio and operations. The Company’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives, the Company borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps, and treasury locks in order to mitigate its interest rate risk on a related financial instrument. The Company does not enter into derivative or interest rate transactions for speculative purposes.


The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows.
 
For the Years Ended2018 2019 2020 2021 2022 Thereafter Total Fair value2019 2020 2021 2022 2023 Thereafter Total Fair value
($ in thousands, except for interest rates)($ in thousands, except for interest rates)          ($ in thousands, except for interest rates)          
Fixed rate debt$67,913
 605,091
 693,071
 542,891
 340,398
 2,774,045
 $5,023,409
 $4,987,612
$117,776
 694,928
 544,824
 342,408
 602,093
 2,824,736
 $5,126,765
 $5,298,152
Average interest rate6.0% 4.4% 5.0% 4.5% 3.8% 3.8% 4.1%  
5.1% 5.0% 4.5% 3.8% 3.7% 3.9% 4.1%  
Variable rate debt (1)
$141

597

652
 713
 350,780
 266,883

$619,766
 $615,318
$305

652

713
 467,780
 852
 266,031

$736,333
 $731,305
Average interest rate2.5% 2.5% 2.5% 2.5% 2.8% 2.3% 2.6%  
2.7% 2.7% 2.7% 3.0% 2.7% 2.6% 2.9%  
 
(1) $175.0 million is subject to interest rate swap agreements, $9.9 million is subject to interest rate caps, and $256.2$255.7 million is subject to total return swaps.


The table incorporates only those exposures that exist as of SeptemberJune 30, 2018.2019. It does not consider those exposures or positions that could arise after that date. As a result, the Company's ultimate realized gain or loss, with respect to interest rate fluctuations and hedging strategies would depend on the exposures that arise prior to settlement.


Item 4: Controls and Procedures


Essex Property Trust, Inc.


As of SeptemberJune 30, 2018,2019, Essex carried out an evaluation, under the supervision and with the participation of management, including Essex’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Essex's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, Essex’s Chief Executive Officer and Chief Financial Officer concluded that as of SeptemberJune 30, 2018,2019, Essex's disclosure controls and procedures were effective to ensure that the information required to be disclosed by Essex in the reports that Essex files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such disclosure controls and procedures were also effective to ensure that
Index


information required to be disclosed in the reports that Essex files or submits under the Exchange Act is accumulated and communicated to Essex’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.


There were no changes in Essex’sEssex's internal control over financial reporting, that occurred during the quarter ended SeptemberJune 30, 2018,2019, that have materially affected, or are reasonably likely to materially affect, Essex’s internal control over financial reporting.


Essex Portfolio, L.P.


As of SeptemberJune 30, 2018,2019, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including Essex's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Operating Partnership's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of SeptemberJune 30, 2018,2019, the Operating Partnership's disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that the Operating Partnership files or submits under the Exchange Act is accumulated and communicated to the Operating Partnership’s management, including Essex's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.


There were no changes in the Operating Partnership’sPartnership's internal control over financial reporting, that occurred during the quarter ended SeptemberJune 30, 2018,2019, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
 
Part II -- Other Information


Item 1: Legal Proceedings


The Company is subject to various lawsuits in the normal course of its business operations. While the resolution of any such matter cannot be predicted with certainty, the Company is not currently a party to any legal proceedings nor is any legal proceeding currently threatened against the Company that the Company believes, individually or in the aggregate, would have a material adverse effect on the Company's financial condition, results of operations or cash flows.


Item 1A: Risk Factors


In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors discussed in “Part"Part I. Item A. Risk Factors”Factors" in the Company's annual report on Form 10-K for the year ended December 31, 2017,2018, which could materially affect the Company's financial condition, results of operations or cash flows. There have been no material changes to the Risk Factors disclosed in Item 1A of the Company's annual report on Form 10-K for the year ended December 31, 2017,2018, as filed with the SEC and available at www.sec.gov. The risks described in the Company's annual report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known or that the Company currently deems to be immaterial may also materially adversely affect the Company's financial condition, results of operations or cash flows.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds


Unregistered Sales of Equity Securities; Essex Portfolio, L.P.


During the three months ended SeptemberJune 30, 2018,2019, the Operating Partnership issued OP Units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:


During the three months ended SeptemberJune 30, 2018,2019, Essex issued an aggregate of 5,54811,025 shares of its common stock upon the exercise of stock options, the vesting of restricted stock awards and the exchange of OP Units byand DownREIT limited partners.partnership units. Essex contributed the proceeds of $0.9$2.0 million from the option exercises during the three months ended SeptemberJune 30, 20182019 to the Operating Partnership in exchange for an aggregate of 5,5489,435 OP Units, as required by the Operating Partnership’s partnership agreement. Furthermore, for each share of common stock issued by Essex in connection with vesting
Index

of restricted stock awards
Index

and the exchange of OP Units byand DownREIT limited partners,partnership units, the Operating Partnership issued OP Units to Essex, as required by the partnership agreement. During the three months ended SeptemberJune 30, 2018, no2019, 1,590 OP Units were issued to Essex pursuant to this mechanism.


Stock Repurchases


In December 2015,February 2019, the Company’s board of directors authorized aapproved the replenishment of the Company's stock repurchase plan to allowsuch that, as of such date, the Company to acquire shares in an aggregatehad $250.0 million of up topurchase authority remaining under the replenished plan. As a result of the replenishment, as of June 30, 2019, the Company had $250.0 million. Under this program, formillion of purchase authority remaining under the three months ended September 30, 2018, thestock repurchase plan. The Company did not repurchase any of its common stock and as of Septemberduring the three months ended June 30, 2018, the Company had $245.2 million of purchase authority remaining.2019.


Item 3: Defaults Upon Senior Securities


None.


Item 4: Mine Safety Disclosures


Not applicable.


Item 5: Other Information


None.


Item 6: Exhibits
A. Exhibits 
12.131.1*
Ratio of Earnings to Fixed Charges.
31.1*
Certification of Michael J. Schall, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
31.2*
Certification of Angela L. Kleiman, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
31.3*
Certification of Michael J. Schall, Principal Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
31.4*
Certification of Angela L. Kleiman, Principal Financial Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
32.1*
Certification of Michael J. Schall, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
  
32.2*
Certification of Angela L. Kleiman, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
  
32.3*
Certification of Michael J. Schall, Principal Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
  
32.4*
Certification of Angela L. Kleiman, Principal Financial Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
  
101.INSXBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
  
101.SCHXBRL Taxonomy Extension Schema Document
  
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
  
101.LABXBRL Taxonomy Extension Label Linkbase Document
  
101.PREXBRL Taxonomy Extension Presentation Linkbase Document


* Filed or furnished herewith.


** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
 ESSEX PROPERTY TRUST, INC.
 (Registrant)
  
 Date: October 31, 2018July 25, 2019
  
 
By: /S//s/ ANGELA L. KLEIMAN
  
 Angela L. Kleiman
 
Executive Vice President and Chief Financial Officer
(Authorized Officer, Principal Financial Officer)


 Date: October 31, 2018July 25, 2019
  
 
By: /S//s/ JOHN FARIAS
  
 John Farias
 Senior Vice President and Chief Accounting Officer


 
ESSEX PORTFOLIO, L.P.
By Essex Property Trust, Inc., its general partner
 (Registrant)
  
 Date: October 31, 2018July 25, 2019
  
 
By: /S//s/ ANGELA L. KLEIMAN
  
 Angela L. Kleiman
 
Executive Vice President and Chief Financial Officer
(Authorized Officer, Principal Financial Officer)


 Date: October 31, 2018July 25, 2019
  
 
By: /S//s/ JOHN FARIAS
  
 John Farias
 Senior Vice President and Chief Accounting Officer




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