Maryland
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77-0404318
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer (Do not check if a smaller reporting company)
o
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Smaller reporting company
o
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PAGE
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PART I - FINANCIAL INFORMATION
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ITEM 1.
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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3/31/2015
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12/31/2014
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||||
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(unaudited)
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ASSETS
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Real estate:
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Land and improvements
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$
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3,489,749
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$
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3,446,843
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Buildings and improvements
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12,414,349
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12,275,850
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Furniture, fixtures and equipment
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413,793
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403,393
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16,317,891
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16,126,086
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Less accumulated depreciation
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(2,989,899
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)
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(2,890,530
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)
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Net operating real estate
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13,327,992
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13,235,556
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Construction in progress, including land
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1,460,226
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1,417,246
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Land held for development
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536,538
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180,516
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Operating real estate assets held for sale, net
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59,596
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102,422
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Total real estate, net
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15,384,352
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14,935,740
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Cash and cash equivalents
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194,928
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508,276
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Cash in escrow
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102,788
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95,625
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Resident security deposits
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29,514
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29,563
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Investments in unconsolidated real estate entities
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262,050
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298,315
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Deferred financing costs, net
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38,818
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39,728
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Deferred development costs
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23,896
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67,029
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Prepaid expenses and other assets
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227,402
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202,447
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Total assets
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$
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16,263,748
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$
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16,176,723
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LIABILITIES AND EQUITY
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Unsecured notes, net
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$
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3,043,509
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$
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2,993,265
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Variable rate unsecured credit facility
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—
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—
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Mortgage notes payable
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3,518,822
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3,532,587
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Dividends payable
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165,241
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153,207
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Payables for construction
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94,131
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101,930
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Accrued expenses and other liabilities
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249,682
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244,017
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Accrued interest payable
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32,937
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41,318
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Resident security deposits
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50,673
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49,449
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Liabilities related to real estate assets held for sale
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733
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1,780
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Total liabilities
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7,155,728
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7,117,553
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Redeemable noncontrolling interests
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10,508
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12,765
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Equity:
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Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at March 31, 2015 and December 31, 2014; zero shares issued and outstanding at March 31, 2015 and December 31, 2014
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—
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—
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Common stock, $0.01 par value; 280,000,000 shares authorized at March 31, 2015 and December 31, 2014; 132,189,626 and 132,050,382 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively
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1,322
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1,320
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Additional paid-in capital
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9,360,470
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9,354,685
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Accumulated earnings less dividends
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(223,330
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)
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(267,085
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)
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Accumulated other comprehensive loss
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(40,950
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)
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(42,515
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)
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Total equity
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9,097,512
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9,046,405
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Total liabilities and equity
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$
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16,263,748
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$
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16,176,723
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For the three months ended
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3/31/2015
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3/31/2014
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Revenue:
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Rental and other income
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$
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439,756
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$
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396,998
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Management, development and other fees
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2,611
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3,077
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Total revenue
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442,367
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400,075
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Expenses:
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Operating expenses, excluding property taxes
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112,662
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98,542
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Property taxes
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47,177
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44,485
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Interest expense, net
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45,573
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42,533
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Depreciation expense
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116,853
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106,367
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General and administrative expense
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10,598
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9,236
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Expensed acquisition, development and other pursuit costs, net of recoveries
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1,187
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715
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Casualty and impairment loss
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5,788
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—
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Total expenses
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339,838
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301,878
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Equity in income of unconsolidated real estate entities
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34,566
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5,223
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Gain on sale of land
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22
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—
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Gain on sale of communities
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70,936
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—
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Income from continuing operations
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208,053
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103,420
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Discontinued operations:
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Income from discontinued operations
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—
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310
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Gain on sale of discontinued operations
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—
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37,869
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Total discontinued operations
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—
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38,179
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Net income
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208,053
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141,599
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Net loss attributable to noncontrolling interests
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91
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140
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Net income attributable to common stockholders
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$
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208,144
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$
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141,739
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Other comprehensive income:
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Cash flow hedge losses reclassified to earnings
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1,565
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1,573
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Comprehensive income
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$
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209,709
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$
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143,312
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Earnings per common share - basic:
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Income from continuing operations attributable to common stockholders
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$
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1.57
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$
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0.80
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Discontinued operations attributable to common stockholders
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—
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0.29
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Net income attributable to common stockholders
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$
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1.57
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$
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1.09
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Earnings per common share - diluted:
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Income from continuing operations attributable to common stockholders
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$
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1.56
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$
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0.80
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Discontinued operations attributable to common stockholders
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—
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0.29
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Net income attributable to common stockholders
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$
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1.56
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$
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1.09
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Dividends per common share
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$
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1.25
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$
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1.16
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For the three months ended
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3/31/2015
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3/31/2014
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Cash flows from operating activities:
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Net income
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$
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208,053
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$
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141,599
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Adjustments to reconcile net income to cash provided by operating activities:
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Depreciation expense
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116,853
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106,367
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Amortization of deferred financing costs
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1,664
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1,518
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Amortization of debt premium
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(8,660
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)
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(8,774
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)
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Amortization of stock-based compensation
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4,038
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3,615
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Equity in loss (income) of, and return on, unconsolidated entities and noncontrolling interests, net of eliminations
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3,805
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(547
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)
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Casualty and impairment loss
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4,995
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—
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Cash flow hedge losses reclassified to earnings
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1,565
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1,573
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Gain on sale of real estate assets
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(79,033
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)
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(37,869
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)
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(Increase) decrease in cash in operating escrows
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(7,815
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)
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6,831
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(Increase) decrease in resident security deposits, prepaid expenses and other assets
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(2,351
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)
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13,655
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Increase in accrued expenses, other liabilities and accrued interest payable
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(6,734
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)
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(7,651
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)
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Net cash provided by operating activities
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236,380
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220,317
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Cash flows from investing activities:
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Development/redevelopment of real estate assets including land acquisitions and deferred development costs
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(578,632
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)
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(266,930
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)
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Capital expenditures - existing real estate assets
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(7,820
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)
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(13,709
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)
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Capital expenditures - non-real estate assets
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(859
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)
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(9,300
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)
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Proceeds from sale of communities, net of selling costs
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112,504
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52,147
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Decrease in payables for construction
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(7,885
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)
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(339
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)
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Distributions from unconsolidated real estate entities
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40,493
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15,194
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Investments in unconsolidated real estate entities
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—
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(1,427
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)
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Net cash used in investing activities
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(442,199
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)
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|
(224,364
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)
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|
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Cash flows from financing activities:
|
|
|
|
||||
Issuance of common stock
|
1,973
|
|
|
7,234
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Dividends paid
|
(153,095
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)
|
|
(138,393
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)
|
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Issuance of mortgage notes payable
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—
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250,000
|
|
||
Repayments of mortgage notes payable, including prepayment penalties
|
(4,209
|
)
|
|
(3,832
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)
|
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Issuance of unsecured notes
|
50,000
|
|
|
—
|
|
||
Payment of deferred financing costs
|
(578
|
)
|
|
(3,022
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)
|
||
Distributions to DownREIT partnership unitholders
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(9
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)
|
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(9
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)
|
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Distributions to joint venture and profit-sharing partners
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(91
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)
|
|
(82
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)
|
||
Redemption of preferred interest obligation
|
(1,520
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)
|
|
(3,200
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)
|
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Net cash (used in) provided by financing activities
|
(107,529
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)
|
|
108,696
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||||
Net (decrease) increase in cash and cash equivalents
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(313,348
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)
|
|
104,649
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||
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||||
Cash and cash equivalents, beginning of period
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508,276
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281,541
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Cash and cash equivalents, end of period
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$
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194,928
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$
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386,190
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Cash paid during the period for interest, net of amount capitalized
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$
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59,624
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$
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55,140
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•
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As described in Note 4, “Equity,”
154,645
shares of common stock were issued as part of the Company's stock based compensation plan, of which
95,826
shares related to the conversion of restricted stock units to restricted shares, and the remaining
58,819
shares valued at
$10,199,000
were issued in connection with new stock grants;
484
shares valued at
$86,000
were issued through the Company’s dividend reinvestment plan; and
32,887
shares valued at
$5,338,000
were withheld to satisfy employees’ tax withholding and other liabilities.
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•
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Common stock dividends declared but not paid totaled
$165,241,000
.
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•
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The Company recorded a decrease of
$2,065,000
in redeemable noncontrolling interest with a corresponding increase to accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture partners and DownREIT partnership units. For further discussion of the nature and valuation of these items, see Note 10, “Fair Value.”
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•
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The Company reclassified
$1,565,000
of cash flow hedge losses from other comprehensive income to interest expense, net, to record the impact of the Company’s derivative and hedge accounting activity.
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•
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As discussed in Note 5, "Investments in Real Estate Entities," the Company recognized a charge of
$21,844,000
to write-off the net book value of the fixed assets destroyed by the Edgewater fire, and a corresponding recovery of loss of
$22,000,000
for proceeds from insurance.
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•
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The Company issued
104,060
shares of common stock valued at
$13,331,000
in connection with stock grants;
638
shares valued at
$78,000
were issued through the Company’s dividend reinvestment plan; and
33,365
shares valued at
$3,567,000
were withheld to satisfy employees’ tax withholding and other liabilities.
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•
|
Common stock dividends declared but not paid totaled
$150,304,000
.
|
•
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The Company recorded a decrease of
$1,081,000
in redeemable noncontrolling interest with a corresponding increase to accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture partners and DownREIT partnership units.
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•
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The Company reclassified
$1,573,000
of cash flow hedge losses from other comprehensive income to interest expense, net, to record the impact of the Company’s derivative and hedge accounting activity.
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For the three months ended
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||||||
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3/31/2015
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|
3/31/2014
|
||||
Basic and diluted shares outstanding
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|
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Weighted average common shares - basic
|
131,883,741
|
|
|
129,288,771
|
|
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Weighted average DownREIT units outstanding
|
7,500
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|
|
7,500
|
|
||
Effect of dilutive securities
|
1,284,532
|
|
|
333,286
|
|
||
Weighted average common shares - diluted
|
133,175,773
|
|
|
129,629,557
|
|
||
|
|
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|
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Calculation of Earnings per Share - basic
|
|
|
|
|
|
||
Net income attributable to common stockholders
|
$
|
208,144
|
|
|
$
|
141,739
|
|
Net income allocated to unvested restricted shares
|
(529
|
)
|
|
(232
|
)
|
||
Net income attributable to common stockholders, adjusted
|
$
|
207,615
|
|
|
$
|
141,507
|
|
|
|
|
|
||||
Weighted average common shares - basic
|
131,883,741
|
|
|
129,288,771
|
|
||
|
|
|
|
||||
Earnings per common share - basic
|
$
|
1.57
|
|
|
$
|
1.09
|
|
|
|
|
|
||||
Calculation of Earnings per Share - diluted
|
|
|
|
|
|
||
Net income attributable to common stockholders
|
$
|
208,144
|
|
|
$
|
141,739
|
|
Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships, including discontinued operations
|
9
|
|
|
9
|
|
||
Adjusted net income available to common stockholders
|
$
|
208,153
|
|
|
$
|
141,748
|
|
|
|
|
|
||||
Weighted average common shares - diluted
|
133,175,773
|
|
|
129,629,557
|
|
||
|
|
|
|
||||
Earnings per common share - diluted
|
$
|
1.56
|
|
|
$
|
1.09
|
|
|
3/31/2015
|
|
12/31/2014
|
||||
|
|
|
|
||||
Fixed rate unsecured notes (1)
|
$
|
2,750,000
|
|
|
$
|
2,750,000
|
|
Term Loan
|
300,000
|
|
|
250,000
|
|
||
Fixed rate mortgage notes payable - conventional and tax-exempt (2)
|
2,396,479
|
|
|
2,400,677
|
|
||
Variable rate mortgage notes payable - conventional and tax-exempt
|
1,046,799
|
|
|
1,047,461
|
|
||
Total mortgage notes payable and unsecured notes
|
6,493,278
|
|
|
6,448,138
|
|
||
Credit Facility
|
—
|
|
|
—
|
|
||
Total mortgage notes payable, unsecured notes and Credit Facility
|
$
|
6,493,278
|
|
|
$
|
6,448,138
|
|
(1)
|
Balances at
March 31, 2015
and
December 31, 2014
exclude
$6,491
and
$6,735
of debt discount, respectively, as reflected in unsecured notes, net on the Company’s Condensed Consolidated Balance Sheets.
|
(2)
|
Balances at
March 31, 2015
and
December 31, 2014
exclude
$75,544
and
$84,449
of debt premium, respectively, as reflected in mortgage notes payable on the Company’s Condensed Consolidated Balance Sheets.
|
•
|
In January 2015, in conjunction with the disposition of Avalon on Stamford Harbor, another operating community was substituted as collateral for the disposed community's outstanding fixed rate secured mortgage loan.
|
•
|
In March 2015, the Company borrowed the final
$50,000,000
available under the
$300,000,000
variable rate unsecured term loan (the “Term Loan”), maturing in March 2021.
|
Year
|
|
Secured notes payments
|
|
Secured notes maturities
|
|
Unsecured notes maturities
|
|
Stated interest rate of unsecured notes
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
2015
|
|
$
|
13,580
|
|
|
$
|
586,228
|
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
2016
|
|
19,184
|
|
|
16,256
|
|
|
250,000
|
|
|
5.750
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2017
|
|
20,387
|
|
|
710,191
|
|
|
250,000
|
|
|
5.700
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2018
|
|
19,788
|
|
|
76,940
|
|
|
—
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2019
|
|
7,287
|
|
|
658,449
|
|
|
—
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2020
|
|
6,384
|
|
|
50,825
|
|
|
250,000
|
|
|
6.100
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
400,000
|
|
|
3.625
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2021
|
|
6,491
|
|
|
27,844
|
|
|
250,000
|
|
|
3.950
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
300,000
|
|
|
LIBOR + 1.450%
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2022
|
|
6,927
|
|
|
—
|
|
|
450,000
|
|
|
2.950
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2023
|
|
7,377
|
|
|
—
|
|
|
350,000
|
|
|
4.200
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
250,000
|
|
|
2.850
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
2024
|
|
5,567
|
|
|
—
|
|
|
300,000
|
|
|
3.500
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Thereafter
|
|
—
|
|
|
1,203,573
|
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
$
|
112,972
|
|
|
$
|
3,330,306
|
|
|
$
|
3,050,000
|
|
|
|
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
earnings
less
dividends
|
|
Accumulated
other
comprehensive
loss
|
|
Total
equity
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2014
|
$
|
1,320
|
|
|
$
|
9,354,685
|
|
|
$
|
(267,085
|
)
|
|
$
|
(42,515
|
)
|
|
$
|
9,046,405
|
|
Net income attributable to common stockholders
|
—
|
|
|
—
|
|
|
208,144
|
|
|
—
|
|
|
208,144
|
|
|||||
Cash flow hedge loss reclassified to earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,565
|
|
|
1,565
|
|
|||||
Change in redemption value of redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
2,065
|
|
|
—
|
|
|
2,065
|
|
|||||
Dividends declared to common stockholders
|
—
|
|
|
—
|
|
|
(165,215
|
)
|
|
—
|
|
|
(165,215
|
)
|
|||||
Issuance of common stock, net of withholdings
|
2
|
|
|
(2,268
|
)
|
|
(1,239
|
)
|
|
—
|
|
|
(3,505
|
)
|
|||||
Amortization of deferred compensation
|
—
|
|
|
8,053
|
|
|
—
|
|
|
—
|
|
|
8,053
|
|
|||||
Balance at March 31, 2015
|
$
|
1,322
|
|
|
$
|
9,360,470
|
|
|
$
|
(223,330
|
)
|
|
$
|
(40,950
|
)
|
|
$
|
9,097,512
|
|
i.
|
issued
17,002
shares of common stock in connection with stock options exercised;
|
ii.
|
issued
484
common shares through the Company’s dividend reinvestment plan;
|
iii.
|
issued
154,645
common shares in connection with stock grants and the conversion of restricted stock units to restricted shares; and
|
iv.
|
withheld
32,887
common shares to satisfy employees’ tax withholding and other liabilities.
|
|
3/31/2015
|
|
12/31/2014
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Assets:
|
|
|
|
|
|
||
Real estate, net
|
$
|
1,524,554
|
|
|
$
|
1,617,627
|
|
Other assets
|
76,491
|
|
|
72,290
|
|
||
Total assets
|
$
|
1,601,045
|
|
|
$
|
1,689,917
|
|
|
|
|
|
||||
Liabilities and partners’ capital:
|
|
|
|
|
|
||
Mortgage notes payable and credit facility
|
$
|
968,524
|
|
|
$
|
980,128
|
|
Other liabilities
|
25,510
|
|
|
24,884
|
|
||
Partners’ capital
|
607,011
|
|
|
684,905
|
|
||
Total liabilities and partners’ capital
|
$
|
1,601,045
|
|
|
$
|
1,689,917
|
|
|
For the three months ended
|
||||||
|
3/31/2015
|
|
3/31/2014
|
||||
|
(unaudited)
|
||||||
Rental and other income
|
$
|
45,255
|
|
|
$
|
52,376
|
|
Operating and other expenses
|
(17,337
|
)
|
|
(21,208
|
)
|
||
Gain on sale of communities
|
32,490
|
|
|
—
|
|
||
Interest expense, net
|
(10,477
|
)
|
|
(13,890
|
)
|
||
Depreciation expense
|
(11,902
|
)
|
|
(14,417
|
)
|
||
Net income
|
$
|
38,029
|
|
|
$
|
2,861
|
|
|
|
For the three months ended
|
||||||
|
|
3/31/2015
|
|
3/31/2014
|
||||
|
|
(unaudited)
|
||||||
Rental income
|
|
$
|
—
|
|
|
$
|
579
|
|
Operating and other expenses
|
|
—
|
|
|
(269
|
)
|
||
Depreciation expense
|
|
—
|
|
|
—
|
|
||
Income from discontinued operations
|
|
$
|
—
|
|
|
$
|
310
|
|
|
For the three months ended
|
||||||
|
3/31/2015
|
|
3/31/2014
|
||||
Net income
|
$
|
208,053
|
|
|
$
|
141,599
|
|
Indirect operating expenses, net of corporate income
|
15,271
|
|
|
10,818
|
|
||
Investments and investment management expense
|
1,034
|
|
|
979
|
|
||
Expensed acquisition, development and other pursuit costs, net of recoveries
|
1,187
|
|
|
715
|
|
||
Interest expense, net (1)
|
45,573
|
|
|
42,533
|
|
||
General and administrative expense
|
10,598
|
|
|
9,236
|
|
||
Equity in income of unconsolidated real estate entities
|
(34,566
|
)
|
|
(5,223
|
)
|
||
Depreciation expense (1)
|
116,853
|
|
|
106,367
|
|
||
Casualty and impairment loss
|
5,788
|
|
|
—
|
|
||
Gain on sale of real estate assets
|
(70,958
|
)
|
|
—
|
|
||
Gain on sale of discontinued operations
|
—
|
|
|
(37,869
|
)
|
||
Income from discontinued operations
|
—
|
|
|
(310
|
)
|
||
Net operating income from real estate assets sold or held for sale, not classified as discontinued operations
|
(836
|
)
|
|
(4,971
|
)
|
||
Net operating income
|
$
|
297,997
|
|
|
$
|
263,874
|
|
|
For the three months ended
|
||||||
|
3/31/2015
|
|
3/31/2014
|
||||
|
|
|
|
||||
Rental income from real estate assets sold or held for sale, not classified as discontinued operations
|
$
|
1,709
|
|
|
$
|
8,266
|
|
Operating expenses from real estate assets sold or held for sale, not classified as discontinued operations
|
(873
|
)
|
|
(3,295
|
)
|
||
Net operating income from real estate assets sold or held for sale, not classified as discontinued operations
|
$
|
836
|
|
|
$
|
4,971
|
|
|
For the three months ended
|
|||||||||||||
|
Total
revenue
|
|
NOI
|
|
% NOI change from prior year
|
|
Gross
real estate (1)
|
|||||||
|
|
|
|
|
|
|
|
|||||||
For the period ended March 31, 2015
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||
Established
|
|
|
|
|
|
|
|
|
|
|
|
|||
New England
|
$
|
47,760
|
|
|
$
|
27,839
|
|
|
(3.8
|
)%
|
|
$
|
1,469,071
|
|
Metro NY/NJ
|
96,533
|
|
|
66,507
|
|
|
3.0
|
%
|
|
3,268,669
|
|
|||
Mid-Atlantic
|
51,704
|
|
|
36,031
|
|
|
(0.8
|
)%
|
|
2,170,104
|
|
|||
Pacific Northwest
|
18,489
|
|
|
13,373
|
|
|
9.0
|
%
|
|
718,884
|
|
|||
Northern California
|
65,515
|
|
|
49,734
|
|
|
11.5
|
%
|
|
2,405,670
|
|
|||
Southern California
|
62,324
|
|
|
43,517
|
|
|
13.1
|
%
|
|
2,501,165
|
|
|||
Total Established
|
342,325
|
|
|
237,001
|
|
|
5.3
|
%
|
|
12,533,563
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Other Stabilized
|
52,696
|
|
|
34,008
|
|
|
N/A
|
|
|
2,053,692
|
|
|||
Development / Redevelopment
|
43,026
|
|
|
26,988
|
|
|
N/A
|
|
|
3,147,624
|
|
|||
Land Held for Future Development
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
536,538
|
|
|||
Non-allocated (2)
|
2,611
|
|
|
N/A
|
|
|
N/A
|
|
|
43,238
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Total
|
$
|
440,658
|
|
|
$
|
297,997
|
|
|
12.9
|
%
|
|
$
|
18,314,655
|
|
|
|
|
|
|
|
|
|
|||||||
For the period ended March 31, 2014
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||
Established
|
|
|
|
|
|
|
|
|
|
|
|
|||
New England
|
$
|
46,290
|
|
|
$
|
28,513
|
|
|
(1.6
|
)%
|
|
$
|
1,426,168
|
|
Metro NY/NJ
|
72,354
|
|
|
50,019
|
|
|
1.3
|
%
|
|
2,187,554
|
|
|||
Mid-Atlantic
|
24,647
|
|
|
17,455
|
|
|
(3.0
|
)%
|
|
644,657
|
|
|||
Pacific Northwest
|
13,129
|
|
|
9,134
|
|
|
3.2
|
%
|
|
498,710
|
|
|||
Northern California
|
42,219
|
|
|
32,834
|
|
|
11.4
|
%
|
|
1,400,087
|
|
|||
Southern California
|
34,149
|
|
|
23,353
|
|
|
4.2
|
%
|
|
1,217,764
|
|
|||
Total Established
|
232,788
|
|
|
161,308
|
|
|
2.7
|
%
|
|
7,374,940
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Other Stabilized
|
128,565
|
|
|
86,332
|
|
|
N/A
|
|
|
6,315,469
|
|
|||
Development / Redevelopment
|
27,379
|
|
|
16,234
|
|
|
N/A
|
|
|
2,743,725
|
|
|||
Land Held for Future Development
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
250,204
|
|
|||
Non-allocated (2)
|
3,077
|
|
|
N/A
|
|
|
N/A
|
|
|
32,127
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Total
|
$
|
391,809
|
|
|
$
|
263,874
|
|
|
29.5
|
%
|
|
$
|
16,716,465
|
|
(1)
|
Does not include gross real estate assets held for sale of
$60,686
and
$344,068
as of
March 31, 2015
and
2014
, respectively.
|
(2)
|
Revenue represents third-party management, asset management and developer fees and miscellaneous income which are not allocated to a reportable segment.
|
|
|
2009 Plan
shares
|
|
Weighted average
exercise price
per share
|
|
1994 Plan
shares
|
|
Weighted average
exercise price
per share
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Options Outstanding, December 31, 2014
|
|
340,062
|
|
|
$
|
122.67
|
|
|
272,402
|
|
|
$
|
104.96
|
|
Exercised
|
|
(12,527
|
)
|
|
123.43
|
|
|
(4,475
|
)
|
|
141.79
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Options Outstanding, March 31, 2015
|
|
327,535
|
|
|
$
|
122.64
|
|
|
267,927
|
|
|
$
|
104.35
|
|
Options Exercisable March 31, 2015
|
|
266,121
|
|
|
$
|
121.18
|
|
|
267,927
|
|
|
$
|
104.35
|
|
|
Non-designated
Hedges
|
|
Cash Flow
Hedges
|
||||
|
|
|
|
||||
Notional balance
|
$
|
695,067
|
|
|
$
|
170,512
|
|
Weighted average interest rate (1)
|
1.9
|
%
|
|
2.5
|
%
|
||
Weighted average capped interest rate
|
6.2
|
%
|
|
5.1
|
%
|
||
Earliest maturity date
|
Feb 2016
|
|
|
Apr 2015
|
|
||
Latest maturity date
|
Apr 2020
|
|
|
Apr 2019
|
|
(1)
|
Represents the weighted average interest rate on the hedged debt.
|
|
|
Total Fair Value
|
|
Quoted Prices
in Active
Markets for
|
|
Significant
Other
Observable
|
|
Significant
Unobservable
|
||||||||
|
|
|
|
Identical Assets
|
|
Inputs
|
|
Inputs
|
||||||||
Description
|
|
3/31/2015
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Non-Designated Hedges
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Caps
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
—
|
|
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Caps
|
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
||||
Puts
|
|
(8,765
|
)
|
|
—
|
|
|
—
|
|
|
(8,765
|
)
|
||||
DownREIT units
|
|
(1,307
|
)
|
|
(1,307
|
)
|
|
—
|
|
|
—
|
|
||||
Indebtedness
|
|
|
|
|
|
|
|
|
||||||||
Unsecured notes
|
|
$
|
(2,897,546
|
)
|
|
$
|
(2,897,546
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage notes payable and unsecured term loan
|
|
(3,718,836
|
)
|
|
—
|
|
|
(3,718,836
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(6,626,377
|
)
|
|
$
|
(2,898,853
|
)
|
|
$
|
(3,718,759
|
)
|
|
$
|
(8,765
|
)
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Net income attributable to common stockholders for the
three months ended March 31, 2015
was
$208,144,000
, an increase of
$66,405,000
, or
46.9%
, over the prior year period. The increase is primarily attributable to an increase in real estate sales and related gains, an increase in income from unconsolidated real estate entities, and an increase in NOI from newly developed and existing operating communities.
|
•
|
Established Communities NOI for the
three months ended March 31, 2015
increased by
$11,829,000
, or
5.3%
, over the prior year period. This increase was primarily driven by an increase in rental revenue of
4.3%
, partially offset by an increase in operating expenses of
2.5%
compared to the prior year period.
|
•
|
Established Communities (also known as Same Store Communities)
are consolidated communities where a comparison of operating results from the prior year to the current year is meaningful, as these communities were owned and had stabilized occupancy as of the beginning of the respective prior year period. For the
three
month periods ended
March 31, 2015
and
2014
, the Established Communities are communities that are consolidated for financial reporting purposes, had stabilized occupancy as of January 1, 2014, are not conducting or planning to conduct substantial redevelopment activities and are not held for sale or planned for disposition within the current year. A community is considered to have stabilized occupancy at the earlier of (i) attainment of
95%
physical occupancy or (ii) the
one
-year anniversary of completion of development or redevelopment.
|
•
|
Other Stabilized Communities
are all other completed communities that we own or have a direct or indirect ownership interest in, and that have stabilized occupancy, as defined above. Other Stabilized Communities do not include communities that are conducting or planning to conduct substantial redevelopment activities within the current year.
|
•
|
Lease-Up Communities
are communities where construction has been complete for less than
one
year and where physical occupancy has not reached
95%
.
|
•
|
Redevelopment Communities
are communities where substantial redevelopment is in progress or is planned to begin during the current year. Redevelopment is considered substantial when capital invested during the reconstruction effort is expected to exceed the lesser of
$5,000,000
or
10%
of the community’s pre-redevelopment basis and is expected to have a material impact on the operations of the community, including occupancy levels and future rental rates.
|
|
|
Number of
communities
|
|
Number of
apartment homes
|
||
|
|
|
|
|
||
Current Communities
|
|
|
|
|
|
|
|
|
|
|
|
||
Established Communities:
|
|
|
|
|
|
|
New England
|
|
34
|
|
|
7,617
|
|
Metro NY/NJ
|
|
36
|
|
|
11,883
|
|
Mid-Atlantic
|
|
26
|
|
|
8,789
|
|
Pacific Northwest
|
|
14
|
|
|
3,444
|
|
Northern California
|
|
30
|
|
|
9,201
|
|
Southern California
|
|
41
|
|
|
11,188
|
|
Total Established
|
|
181
|
|
|
52,122
|
|
|
|
|
|
|
||
Other Stabilized Communities:
|
|
|
|
|
|
|
New England
|
|
13
|
|
|
3,266
|
|
Metro NY/NJ
|
|
7
|
|
|
1,842
|
|
Mid-Atlantic
|
|
9
|
|
|
3,146
|
|
Pacific Northwest
|
|
2
|
|
|
414
|
|
Northern California
|
|
9
|
|
|
1,812
|
|
Southern California
|
|
14
|
|
|
5,247
|
|
Non Core
|
|
4
|
|
|
1,266
|
|
Total Other Stabilized
|
|
58
|
|
|
16,993
|
|
|
|
|
|
|
||
Lease-Up Communities
|
|
8
|
|
|
2,329
|
|
|
|
|
|
|
||
Redevelopment Communities
|
|
7
|
|
|
2,734
|
|
|
|
|
|
|
||
Total Current Communities
|
|
254
|
|
|
74,178
|
|
|
|
|
|
|
||
Development Communities
|
|
25
|
|
|
7,428
|
|
|
|
|
|
|
||
Development Rights
|
|
35
|
|
|
9,985
|
|
|
For the three months ended
|
|||||||||||||
|
3/31/2015
|
|
3/31/2014
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rental and other income
|
$
|
439,756
|
|
|
$
|
396,998
|
|
|
$
|
42,758
|
|
|
10.8
|
%
|
Management, development and other fees
|
2,611
|
|
|
3,077
|
|
|
(466
|
)
|
|
(15.1
|
)%
|
|||
Total revenue
|
442,367
|
|
|
400,075
|
|
|
42,292
|
|
|
10.6
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Direct property operating expenses, excluding property taxes
|
93,735
|
|
|
83,634
|
|
|
10,101
|
|
|
12.1
|
%
|
|||
Property taxes
|
47,177
|
|
|
44,485
|
|
|
2,692
|
|
|
6.1
|
%
|
|||
Total community operating expenses
|
140,912
|
|
|
128,119
|
|
|
12,793
|
|
|
10.0
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Corporate-level property management and other indirect operating expenses
|
17,893
|
|
|
13,929
|
|
|
3,964
|
|
|
28.5
|
%
|
|||
Investments and investment management expense
|
1,034
|
|
|
979
|
|
|
55
|
|
|
5.6
|
%
|
|||
Expensed acquisition, development and other pursuit costs, net of recoveries
|
1,187
|
|
|
715
|
|
|
472
|
|
|
66.0
|
%
|
|||
Interest expense, net
|
45,573
|
|
|
42,533
|
|
|
3,040
|
|
|
7.1
|
%
|
|||
Depreciation expense
|
116,853
|
|
|
106,367
|
|
|
10,486
|
|
|
9.9
|
%
|
|||
General and administrative expense
|
10,598
|
|
|
9,236
|
|
|
1,362
|
|
|
14.7
|
%
|
|||
Casualty and impairment loss
|
5,788
|
|
|
—
|
|
|
5,788
|
|
|
100.0
|
%
|
|||
Total other expenses
|
198,926
|
|
|
173,759
|
|
|
25,167
|
|
|
14.5
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Equity in income of unconsolidated real estate entities
|
34,566
|
|
|
5,223
|
|
|
29,343
|
|
|
561.8
|
%
|
|||
Gain on sale of land
|
22
|
|
|
—
|
|
|
22
|
|
|
100.0
|
%
|
|||
Gain on sale of communities
|
70,936
|
|
|
—
|
|
|
70,936
|
|
|
100.0
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations
|
208,053
|
|
|
103,420
|
|
|
104,633
|
|
|
101.2
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income from discontinued operations
|
—
|
|
|
310
|
|
|
(310
|
)
|
|
(100.0
|
)%
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
37,869
|
|
|
(37,869
|
)
|
|
(100.0
|
)%
|
|||
Total discontinued operations
|
—
|
|
|
38,179
|
|
|
(38,179
|
)
|
|
(100.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Net income
|
208,053
|
|
|
141,599
|
|
|
66,454
|
|
|
46.9
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Net loss attributable to noncontrolling interests
|
91
|
|
|
140
|
|
|
(49
|
)
|
|
(35.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Net income attributable to common stockholders
|
$
|
208,144
|
|
|
$
|
141,739
|
|
|
$
|
66,405
|
|
|
46.9
|
%
|
|
For the three months ended
|
||||||
|
3/31/2015
|
|
3/31/2014
|
||||
|
|
|
|
||||
Net income
|
$
|
208,053
|
|
|
$
|
141,599
|
|
Indirect operating expenses, net of corporate income
|
15,271
|
|
|
10,818
|
|
||
Investments and investment management expense
|
1,034
|
|
|
979
|
|
||
Expensed acquisition, development and other pursuit costs, net of recoveries
|
1,187
|
|
|
715
|
|
||
Interest expense, net (1)
|
45,573
|
|
|
42,533
|
|
||
General and administrative expense
|
10,598
|
|
|
9,236
|
|
||
Equity in income loss of unconsolidated real estate entities
|
(34,566
|
)
|
|
(5,223
|
)
|
||
Depreciation expense (1)
|
116,853
|
|
|
106,367
|
|
||
Casualty and impairment loss
|
5,788
|
|
|
—
|
|
||
Gain on sale of real estate assets
|
(70,958
|
)
|
|
—
|
|
||
Gain on sale of discontinued operations
|
—
|
|
|
(37,869
|
)
|
||
Income from discontinued operations
|
—
|
|
|
(310
|
)
|
||
Net operating income from real estate assets sold or held for sale, not classified as discontinued operations
|
(836
|
)
|
|
(4,971
|
)
|
||
Net operating income
|
$
|
297,997
|
|
|
$
|
263,874
|
|
|
For the three months ended
|
||
|
3/31/2015
|
||
|
|
|
|
Established Communities
|
$
|
11,829
|
|
Other Stabilized Communities
|
12,470
|
|
|
Development and Redevelopment Communities
|
9,824
|
|
|
Total
|
$
|
34,123
|
|
|
|
For the three months ended
|
||||||
|
|
3/31/2015
|
|
3/31/2014
|
||||
|
|
|
|
|
||||
Rental revenue (GAAP basis)
|
|
$
|
341,898
|
|
|
$
|
327,671
|
|
Concessions amortized
|
|
381
|
|
|
1,569
|
|
||
Concessions granted
|
|
(313
|
)
|
|
(1,451
|
)
|
||
|
|
|
|
|
||||
Rental revenue adjusted to state concessions on a cash basis
|
|
$
|
341,966
|
|
|
$
|
327,789
|
|
|
|
|
|
|
||||
Year-over-year % change — GAAP revenue
|
|
|
|
|
4.3
|
%
|
||
|
|
|
|
|
||||
Year-over-year % change — cash concession based revenue
|
|
|
|
|
4.3
|
%
|
•
|
gains or losses on sales of previously depreciated operating communities;
|
•
|
cumulative effect of change in accounting principle;
|
•
|
impairment write-downs of depreciable real estate assets;
|
•
|
write-downs of investments in affiliates due to a decrease in the value of depreciable real estate assets held by those affiliates;
|
•
|
depreciation of real estate assets; and
|
•
|
adjustments for unconsolidated partnerships and joint ventures.
|
|
For the three months ended
|
||||||
|
3/31/2015
|
|
3/31/2014
|
||||
|
|
|
|
||||
Net income attributable to common stockholders
|
$
|
208,144
|
|
|
$
|
141,739
|
|
Depreciation - real estate assets, including discontinued operations and joint venture adjustments
|
118,320
|
|
|
108,966
|
|
||
Distributions to noncontrolling interests, including discontinued operations
|
9
|
|
|
9
|
|
||
Gain on sale of unconsolidated entities holding previously depreciated real estate assets
|
(9,155
|
)
|
|
—
|
|
||
Gain on sale of previously depreciated real estate assets
|
(70,936
|
)
|
|
(37,869
|
)
|
||
Impairment due to casualty loss
|
4,195
|
|
|
$
|
—
|
|
|
FFO attributable to common stockholders
|
$
|
250,577
|
|
|
$
|
212,845
|
|
|
|
|
|
||||
Weighted average common shares outstanding - diluted
|
133,175,773
|
|
|
129,629,557
|
|
||
EPS per common share - diluted
|
$
|
1.56
|
|
|
$
|
1.09
|
|
FFO per common share - diluted
|
$
|
1.88
|
|
|
$
|
1.64
|
|
|
For the three months ended
|
||||||
|
3/31/2015
|
|
3/31/2014
|
||||
Net cash provided by operating activities
|
$
|
236,380
|
|
|
$
|
220,317
|
|
Net cash used in investing activities
|
$
|
(442,199
|
)
|
|
$
|
(224,364
|
)
|
Net cash provided by (used in) financing activities
|
$
|
(107,529
|
)
|
|
$
|
108,696
|
|
•
|
development and redevelopment activity in which we are currently engaged;
|
•
|
the minimum dividend payments on our common stock required to maintain our REIT qualification under the Code;
|
•
|
debt service and principal payments either at maturity or opportunistically before maturity; and
|
•
|
normal recurring operating expenses.
|
•
|
we invested approximately
$578,632,000
in the development and redevelopment of communities; and
|
•
|
we had capital expenditures of
$8,679,000
for our operating communities and non-real estate assets.
|
•
|
limitations on the amount of total and secured debt in relation to our overall capital structure;
|
•
|
limitations on the amount of our unsecured debt relative to the undepreciated basis of real estate assets that are not encumbered by property-specific financing; and
|
•
|
minimum levels of debt service coverage.
|
•
|
In January 2015, in conjunction with the disposition of Avalon on Stamford Harbor, another operating community was substituted as collateral for the disposed community's outstanding fixed rate secured mortgage loan.
|
•
|
In March 2015, we borrowed the final
$50,000,000
available under the
$300,000,000
variable rate unsecured term loan (the “Term Loan”), maturing in March 2021.
|
|
|
All-In
interest rate (1) |
|
Principal
maturity date |
|
Balance Outstanding
|
|
Scheduled Maturities
|
|||||||||||||||||||||||||||||
Community
|
|
|
|
12/31/2014
|
|
3/31/2015
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|||||||||||||||||||
Tax-exempt bonds (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Eaves Washingtonian Center I
|
|
7.84
|
%
|
|
May-2027
|
|
$
|
8,011
|
|
|
$
|
7,909
|
|
|
$
|
317
|
|
|
$
|
449
|
|
|
$
|
482
|
|
|
$
|
517
|
|
|
$
|
554
|
|
|
$
|
5,590
|
|
Avalon Oaks
|
|
7.50
|
%
|
|
Feb-2041
|
|
15,887
|
|
|
15,833
|
|
|
168
|
|
|
238
|
|
|
255
|
|
|
276
|
|
|
293
|
|
|
14,603
|
|
||||||||
Avalon Oaks West
|
|
7.54
|
%
|
|
Apr-2043
|
|
15,847
|
|
|
15,799
|
|
|
149
|
|
|
211
|
|
|
225
|
|
|
241
|
|
|
257
|
|
|
14,716
|
|
||||||||
Avalon at Chestnut Hill
|
|
6.16
|
%
|
|
Oct-2047
|
|
39,545
|
|
|
39,433
|
|
|
345
|
|
|
482
|
|
|
509
|
|
|
536
|
|
|
566
|
|
|
36,995
|
|
||||||||
Avalon Westbury
|
|
4.13
|
%
|
|
Nov-2036
|
(5)
|
62,200
|
|
|
62,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,200
|
|
||||||||
|
|
|
|
|
|
|
141,490
|
|
|
141,174
|
|
|
979
|
|
|
1,380
|
|
|
1,471
|
|
|
1,570
|
|
|
1,670
|
|
|
134,104
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Variable rate (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Avalon at Mountain View
|
|
0.76
|
%
|
|
Feb-2017
|
|
18,100
|
|
|
18,000
|
|
(3)
|
—
|
|
|
—
|
|
|
18,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon at Mission Viejo
|
|
1.20
|
%
|
|
Jun-2025
|
|
7,635
|
|
|
7,635
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,635
|
|
||||||||
AVA Nob Hill
|
|
1.12
|
%
|
|
Jun-2025
|
|
20,800
|
|
|
20,800
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,800
|
|
||||||||
Avalon Campbell
|
|
1.45
|
%
|
|
Jun-2025
|
|
38,800
|
|
|
38,800
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,800
|
|
||||||||
Eaves Pacifica
|
|
1.46
|
%
|
|
Jun-2025
|
|
17,600
|
|
|
17,600
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,600
|
|
||||||||
Avalon Bowery Place I
|
|
2.99
|
%
|
|
Nov-2037
|
|
93,800
|
|
|
93,800
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,800
|
|
||||||||
Avalon Acton
|
|
1.49
|
%
|
|
Jul-2040
|
|
45,000
|
|
|
45,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,000
|
|
||||||||
Avalon Walnut Creek
|
|
1.37
|
%
|
|
Mar-2046
|
(5)
|
116,000
|
|
|
116,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,000
|
|
||||||||
Avalon Walnut Creek
|
|
1.37
|
%
|
|
Mar-2046
|
(5)
|
10,000
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
||||||||
Avalon Morningside Park
|
|
1.61
|
%
|
|
May-2046
|
(5)
|
100,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
||||||||
Avalon Clinton North
|
|
1.71
|
%
|
|
Nov-2038
|
|
147,000
|
|
|
147,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,000
|
|
||||||||
Avalon Clinton South
|
|
1.71
|
%
|
|
Nov-2038
|
|
121,500
|
|
|
121,500
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,500
|
|
||||||||
Avalon Midtown West
|
|
1.62
|
%
|
|
May-2029
|
|
100,500
|
|
|
100,500
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,500
|
|
||||||||
Avalon San Bruno
|
|
1.60
|
%
|
|
Dec-2037
|
|
64,450
|
|
|
64,450
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,450
|
|
||||||||
Avalon Calabasas
|
|
1.68
|
%
|
|
Apr-2028
|
|
44,410
|
|
|
44,410
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
403
|
|
|
43,879
|
|
||||||||
|
|
|
|
|
|
945,595
|
|
|
945,495
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
|
128
|
|
|
403
|
|
|
926,964
|
|
|||||||||
Conventional loans (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$250 Million unsecured notes
|
|
5.89
|
%
|
|
Sep-2016
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
$250 Million unsecured notes
|
|
5.82
|
%
|
|
Mar-2017
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
$250 Million unsecured notes
|
|
6.19
|
%
|
|
Mar-2020
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||||
$250 Million unsecured notes
|
|
4.04
|
%
|
|
Jan-2021
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||||
$450 Million unsecured notes
|
|
4.30
|
%
|
|
Sep-2022
|
|
450,000
|
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
||||||||
$250 Million unsecured notes
|
|
3.00
|
%
|
|
Mar-2023
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||||
$400 Million unsecured notes
|
|
3.78
|
%
|
|
Oct-2020
|
|
400,000
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
||||||||
$350 Million unsecured notes
|
|
4.30
|
%
|
|
Dec-2023
|
|
350,000
|
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||||||
$300 Million unsecured notes
|
|
3.66
|
%
|
|
Nov-2024
|
|
300,000
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
||||||||
Avalon Orchards
|
|
7.79
|
%
|
|
Jul-2033
|
|
17,091
|
|
|
16,977
|
|
|
355
|
|
|
503
|
|
|
539
|
|
|
577
|
|
|
619
|
|
|
14,384
|
|
||||||||
Avalon Darien
|
|
6.23
|
%
|
|
Dec-2015
|
|
47,700
|
|
|
47,485
|
|
(6)
|
47,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
AVA Stamford
|
|
6.13
|
%
|
|
Dec-2015
|
|
57,423
|
|
|
57,161
|
|
(6)
|
57,161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Walnut Creek
|
|
4.30
|
%
|
|
Jul-2066
|
|
3,042
|
|
|
3,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,163
|
|
||||||||
Avalon Shrewsbury
|
|
5.92
|
%
|
|
May-2019
|
|
20,174
|
|
|
20,095
|
|
|
228
|
|
|
323
|
|
|
346
|
|
|
367
|
|
|
18,831
|
|
|
—
|
|
||||||||
Eaves Trumbull
|
|
5.93
|
%
|
|
May-2019
|
|
39,452
|
|
|
39,298
|
|
|
446
|
|
|
631
|
|
|
676
|
|
|
717
|
|
|
36,828
|
|
|
—
|
|
||||||||
AVA Belltown (8)
|
|
5.98
|
%
|
|
May-2019
|
|
62,724
|
|
|
62,478
|
|
|
709
|
|
|
1,003
|
|
|
1,075
|
|
|
1,140
|
|
|
58,551
|
|
|
—
|
|
||||||||
Avalon Freehold
|
|
5.95
|
%
|
|
May-2019
|
|
34,973
|
|
|
34,836
|
|
|
395
|
|
|
559
|
|
|
599
|
|
|
636
|
|
|
32,647
|
|
|
—
|
|
||||||||
Avalon Run East
|
|
5.95
|
%
|
|
May-2019
|
|
37,475
|
|
|
37,328
|
|
|
424
|
|
|
599
|
|
|
642
|
|
|
681
|
|
|
34,982
|
|
|
—
|
|
Eaves Nanuet
|
|
6.06
|
%
|
|
May-2019
|
|
63,242
|
|
|
62,993
|
|
|
715
|
|
|
1,011
|
|
|
1,083
|
|
|
1,150
|
|
|
59,034
|
|
|
—
|
|
||||||||
Avalon at Edgewater (9)
|
|
5.95
|
%
|
|
May-2019
|
|
75,012
|
|
|
74,718
|
|
|
848
|
|
|
1,199
|
|
|
1,285
|
|
|
1,363
|
|
|
70,023
|
|
|
—
|
|
||||||||
Avalon Foxhall
|
|
6.06
|
%
|
|
May-2019
|
|
56,341
|
|
|
56,120
|
|
|
637
|
|
|
901
|
|
|
965
|
|
|
1,024
|
|
|
52,593
|
|
|
—
|
|
||||||||
Avalon at Gallery Place
|
|
6.06
|
%
|
|
May-2019
|
|
43,776
|
|
|
43,605
|
|
|
495
|
|
|
700
|
|
|
750
|
|
|
796
|
|
|
40,864
|
|
|
—
|
|
||||||||
Avalon at Traville
|
|
5.91
|
%
|
|
May-2019
|
|
74,186
|
|
|
73,895
|
|
|
839
|
|
|
1,186
|
|
|
1,271
|
|
|
1,348
|
|
|
69,251
|
|
|
—
|
|
||||||||
Avalon Bellevue
|
|
5.92
|
%
|
|
May-2019
|
|
25,491
|
|
|
25,391
|
|
|
288
|
|
|
408
|
|
|
437
|
|
|
463
|
|
|
23,795
|
|
|
—
|
|
||||||||
Avalon on The Alameda
|
|
5.91
|
%
|
|
May-2019
|
|
51,539
|
|
|
51,337
|
|
|
583
|
|
|
824
|
|
|
883
|
|
|
937
|
|
|
48,110
|
|
|
—
|
|
||||||||
Avalon at Mission Bay North
|
|
5.90
|
%
|
|
May-2019
|
|
69,955
|
|
|
69,681
|
|
|
791
|
|
|
1,118
|
|
|
1,198
|
|
|
1,272
|
|
|
65,302
|
|
|
—
|
|
||||||||
AVA Pasadena
|
|
4.05
|
%
|
|
Jun-2018
|
|
11,683
|
|
|
11,634
|
|
|
145
|
|
|
202
|
|
|
213
|
|
|
11,074
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves Seal Beach
|
|
3.12
|
%
|
|
Nov-2015
|
|
85,122
|
|
|
85,122
|
|
(7)
|
85,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Oakwood Toluca Hills
|
|
3.12
|
%
|
|
Nov-2015
|
|
165,561
|
|
|
165,561
|
|
(7)
|
165,561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves Mountain View at Middlefield
|
|
3.12
|
%
|
|
Nov-2015
|
|
71,496
|
|
|
71,496
|
|
(7)
|
71,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves Tunlaw Gardens
|
|
3.12
|
%
|
|
Nov-2015
|
|
28,494
|
|
|
28,494
|
|
(7)
|
28,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves Glover Park
|
|
3.12
|
%
|
|
Nov-2015
|
|
23,569
|
|
|
23,569
|
|
(7)
|
23,569
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Oakwood Arlington
|
|
3.12
|
%
|
|
Nov-2015
|
|
42,185
|
|
|
42,185
|
|
(7)
|
42,185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves North Quincy
|
|
3.12
|
%
|
|
Nov-2015
|
|
36,761
|
|
|
36,761
|
|
(7)
|
36,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Thousand Oaks Plaza
|
|
3.12
|
%
|
|
Nov-2015
|
|
28,394
|
|
|
28,394
|
|
(7)
|
28,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon La Jolla Colony
|
|
3.36
|
%
|
|
Nov-2017
|
|
27,176
|
|
|
27,176
|
|
|
—
|
|
|
—
|
|
|
27,176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves Old Town Pasadena
|
|
3.36
|
%
|
|
Nov-2017
|
|
15,669
|
|
|
15,669
|
|
|
—
|
|
|
—
|
|
|
15,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves Thousand Oaks
|
|
3.36
|
%
|
|
Nov-2017
|
|
27,411
|
|
|
27,411
|
|
|
—
|
|
|
—
|
|
|
27,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Walnut Ridge I
|
|
3.36
|
%
|
|
Nov-2017
|
|
20,754
|
|
|
20,754
|
|
|
—
|
|
|
—
|
|
|
20,754
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves Los Feliz
|
|
3.36
|
%
|
|
Nov-2017
|
|
43,258
|
|
|
43,258
|
|
|
—
|
|
|
—
|
|
|
43,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Oak Creek
|
|
3.36
|
%
|
|
Nov-2017
|
|
85,288
|
|
|
85,288
|
|
|
—
|
|
|
—
|
|
|
85,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Del Mar Station
|
|
3.36
|
%
|
|
Nov-2017
|
|
76,471
|
|
|
76,471
|
|
|
—
|
|
|
—
|
|
|
76,471
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Courthouse Place
|
|
3.36
|
%
|
|
Nov-2017
|
|
140,332
|
|
|
140,332
|
|
|
—
|
|
|
—
|
|
|
140,332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Pasadena
|
|
3.36
|
%
|
|
Nov-2017
|
|
28,079
|
|
|
28,079
|
|
|
—
|
|
|
—
|
|
|
28,079
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves West Valley
|
|
3.36
|
%
|
|
Nov-2017
|
|
83,087
|
|
|
83,087
|
|
|
—
|
|
|
—
|
|
|
83,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Eaves Woodland Hills
|
|
3.36
|
%
|
|
Nov-2017
|
|
104,694
|
|
|
104,694
|
|
|
—
|
|
|
—
|
|
|
104,694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Russett
|
|
3.36
|
%
|
|
Nov-2017
|
|
39,972
|
|
|
39,972
|
|
|
—
|
|
|
—
|
|
|
39,972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon First & M
|
|
5.56
|
%
|
|
May-2053
|
|
140,964
|
|
|
140,702
|
|
|
810
|
|
|
1,134
|
|
|
1,199
|
|
|
1,268
|
|
|
1,341
|
|
|
134,950
|
|
||||||||
Avalon San Bruno II
|
|
3.85
|
%
|
|
Apr-2021
|
|
30,968
|
|
|
30,851
|
|
|
337
|
|
|
475
|
|
|
506
|
|
|
534
|
|
|
564
|
|
|
28,435
|
|
||||||||
Avalon Westbury
|
|
4.13
|
%
|
|
Nov-2036
|
(5)
|
20,145
|
|
|
19,955
|
|
|
884
|
|
|
1,231
|
|
|
1,293
|
|
|
1,358
|
|
|
1,426
|
|
|
13,763
|
|
||||||||
Archstone Lexington
|
|
3.32
|
%
|
|
Mar-2016
|
|
16,525
|
|
|
16,456
|
|
|
200
|
|
|
16,256
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon San Bruno III
|
|
4.87
|
%
|
|
Jun-2020
|
|
56,210
|
|
|
56,210
|
|
|
560
|
|
|
1,147
|
|
|
1,188
|
|
|
1,226
|
|
|
1,264
|
|
|
50,825
|
|
||||||||
Avalon Andover
|
|
3.28
|
%
|
|
Apr-2018
|
|
14,505
|
|
|
14,424
|
|
|
245
|
|
|
336
|
|
|
346
|
|
|
13,497
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Natick
|
|
3.13
|
%
|
|
Apr-2019
|
|
14,818
|
|
|
14,739
|
|
|
240
|
|
|
329
|
|
|
339
|
|
|
349
|
|
|
13,482
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
5,009,187
|
|
|
5,005,305
|
|
|
597,402
|
|
|
282,075
|
|
|
959,024
|
|
|
41,777
|
|
|
629,507
|
|
|
2,495,520
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Variable rate (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Avalon Walnut Creek
|
|
1.72
|
%
|
|
Mar-2046
|
(5)
|
8,500
|
|
|
8,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,400
|
|
||||||||
Avalon Calabasas
|
|
2.41
|
%
|
|
Aug-2018
|
|
55,827
|
|
|
55,565
|
|
(3)
|
819
|
|
|
1,152
|
|
|
1,225
|
|
|
52,369
|
|
|
—
|
|
|
—
|
|
||||||||
Avalon Natick
|
|
2.32
|
%
|
|
Apr-2019
|
|
37,539
|
|
|
37,339
|
|
(3)
|
608
|
|
|
833
|
|
|
858
|
|
|
884
|
|
|
34,156
|
|
|
—
|
|
||||||||
Term Loan
|
|
1.79
|
%
|
|
Mar-2021
|
|
250,000
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
||||||||
|
|
|
|
|
|
|
351,866
|
|
|
401,304
|
|
|
1,427
|
|
|
1,985
|
|
|
2,083
|
|
|
53,253
|
|
|
34,156
|
|
|
308,400
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total indebtedness - excluding Credit Facility
|
|
|
|
|
|
|
$
|
6,448,138
|
|
|
$
|
6,493,278
|
|
|
$
|
599,808
|
|
|
$
|
285,440
|
|
|
$
|
980,578
|
|
|
$
|
96,728
|
|
|
$
|
665,736
|
|
|
$
|
3,864,988
|
|
(1)
|
Includes credit enhancement fees, facility fees, trustees’ fees, the impact of interest rate hedges, offering costs, mark to market amortization and other fees.
|
(2)
|
Variable rates are given as of
March 31, 2015
.
|
(3)
|
Financed by variable rate debt, but interest rate is capped through an interest rate protection agreement.
|
(4)
|
Balances outstanding represent total amounts due at maturity, and do not include
$6,491
and
$6,735
of debt discount associated with the unsecured notes as of
March 31, 2015
and
December 31, 2014
, respectively, and
$75,544
and
$84,449
of premium associated with secured notes as of
March 31, 2015
and
December 31, 2014
, respectively, as reflected on our Condensed Consolidated Balance Sheets included elsewhere in this report.
|
(5)
|
Maturity date reflects the contractual maturity of the underlying bond. There is also an associated earlier credit enhancement maturity date.
|
(6)
|
Borrowing is scheduled to mature in December 2015, and contractually includes an automatic one-year extension of the loan through December 2016.
|
(7)
|
In April 2015, we elected to repay this borrowing at par in advance of its maturity date, using available capacity under our Credit Facility.
|
(8)
|
In conjunction with the disposition of Avalon on Stamford Harbor in January 2015, this community was substituted as collateral for the outstanding borrowing.
|
(9)
|
In January 2015, we experienced a fire at Edgewater. There has been no change in the terms and conditions of the financing secured by Edgewater, and we are complying with all lender requirements. After discussions with the lender, we believe that we will be permitted to pay off the entire outstanding principal balance of the note at par, which we currently expect to do.
|
•
|
our
$1,300,000,000
Credit Facility;
|
•
|
cash currently on hand, invested in highly liquid overnight money market funds;
|
•
|
retained operating cash;
|
•
|
the net proceeds from sales of existing communities;
|
•
|
the issuance of debt or equity securities, including through the Forward; and/or
|
•
|
private equity funding, including joint venture activity.
|
|
|
Company
|
|
# of
|
|
Total
|
|
Debt (2)
|
|||||||||||||
|
|
ownership
|
|
Apartment
|
|
capitalized
|
|
|
|
|
|
Interest
|
|
Maturity
|
|||||||
Unconsolidated Real Estate Investments
|
|
percentage
|
|
homes
|
|
cost (1)
|
|
Amount
|
|
Type
|
|
rate (3)
|
|
date
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fund II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
1. Briarwood Apartments - Owings Mills, MD
|
|
|
|
|
348
|
|
|
$
|
45,779
|
|
|
$
|
26,189
|
|
|
Fixed
|
|
3.64
|
%
|
|
Nov 2017
|
2. Eaves Gaithersburg - Gaithersburg, MD (4)
|
|
|
|
|
684
|
|
|
102,649
|
|
|
63,200
|
|
|
Fixed
|
|
5.42
|
%
|
|
Jan 2018
|
||
3. Eaves Tustin - Tustin, CA
|
|
|
|
|
628
|
|
|
101,099
|
|
|
59,100
|
|
|
Fixed
|
|
3.81
|
%
|
|
Oct 2017
|
||
4. Eaves Los Alisos - Lake Forest, CA
|
|
|
|
|
140
|
|
|
27,466
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
||
5. Eaves Carlsbad - Carlsbad, CA
|
|
|
|
|
450
|
|
|
81,165
|
|
|
46,141
|
|
|
Fixed
|
|
4.68
|
%
|
|
Feb 2018
|
||
6. Eaves Rockville - Rockville, MD
|
|
|
|
|
210
|
|
|
51,608
|
|
|
30,123
|
|
|
Fixed
|
|
4.26
|
%
|
|
Aug 2019
|
||
7. Captain Parker Arms - Lexington, MA
|
|
|
|
|
94
|
|
|
22,181
|
|
|
13,500
|
|
|
Fixed
|
|
3.90
|
%
|
|
Sep 2019
|
||
8. Eaves Rancho San Diego - San Diego, CA
|
|
|
|
|
676
|
|
|
127,790
|
|
|
69,518
|
|
|
Fixed
|
|
3.45
|
%
|
|
Nov 2018
|
||
9. Avalon Watchung - Watchung, NJ
|
|
|
|
|
334
|
|
|
66,456
|
|
|
40,950
|
|
|
Fixed
|
|
3.37
|
%
|
|
Apr 2019
|
||
Total Fund II
|
|
31.3
|
%
|
|
3,564
|
|
|
626,193
|
|
|
348,721
|
|
|
|
|
4.12
|
%
|
|
|
||
U.S. Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
1. Eaves Sunnyvale - Sunnyvale, CA (4)
|
|
|
|
|
192
|
|
|
67,054
|
|
|
33,688
|
|
|
Fixed
|
|
5.33
|
%
|
|
Nov 2019
|
||
2. Avalon Studio 4041 - Studio City, CA
|
|
|
|
|
149
|
|
|
56,774
|
|
|
30,150
|
|
|
Fixed
|
|
3.34
|
%
|
|
Nov 2022
|
||
3. Avalon Marina Bay - Marina del Rey, CA
|
|
|
|
|
205
|
|
|
77,083
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
||
4. Avalon Venice on Rose - Venice, CA
|
|
|
|
|
70
|
|
|
57,141
|
|
|
30,950
|
|
|
Fixed
|
|
3.31
|
%
|
|
Jun 2020
|
||
5. Archstone Boca Town Center - Boca Raton, FL (5)
|
|
|
|
|
252
|
|
|
46,273
|
|
|
27,623
|
|
|
Fixed/Variable
|
|
3.54
|
%
|
|
Feb 2019
|
||
6. Avalon Station 250 - Dedham, MA
|
|
|
|
|
285
|
|
|
95,203
|
|
|
59,458
|
|
|
Fixed
|
|
3.73
|
%
|
|
Sep 2022
|
||
7. Avalon Grosvenor Tower - Bethesda, MD
|
|
|
|
|
237
|
|
|
79,296
|
|
|
46,081
|
|
|
Fixed
|
|
3.74
|
%
|
|
Sep 2022
|
||
8. Avalon Kips Bay - New York, NY
|
|
|
|
|
209
|
|
|
134,475
|
|
|
68,618
|
|
|
Fixed
|
|
4.25
|
%
|
|
Jan 2019
|
||
9. Avalon Kirkland at Carillon - Kirkland, WA
|
|
|
|
|
131
|
|
|
50,026
|
|
|
30,014
|
|
|
Fixed
|
|
3.75
|
%
|
|
Feb 2019
|
||
Total U.S. Fund
|
|
28.6
|
%
|
|
1,730
|
|
|
663,325
|
|
|
326,582
|
|
|
|
|
3.92
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
AC JV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
1. Avalon North Point - Cambridge, MA (6)
|
|
|
|
|
426
|
|
|
186,670
|
|
|
111,653
|
|
|
Fixed
|
|
6.00
|
%
|
|
Aug 2021
|
||
2. Avalon Woodland Park - Herndon, VA (6)
|
|
|
|
|
392
|
|
|
85,336
|
|
|
50,647
|
|
|
Fixed
|
|
6.00
|
%
|
|
Aug 2021
|
||
3. Avalon North Point Lofts - Cambridge, MA
|
|
|
|
103
|
|
|
26,288
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|||
Total AC JV
|
|
20.0
|
%
|
|
921
|
|
|
298,294
|
|
|
162,300
|
|
|
|
|
6.00
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residual JV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
1. SWIB (7)
|
|
|
|
|
1,110
|
|
|
197,211
|
|
|
115,369
|
|
|
Fixed/Variable
|
|
1.72
|
%
|
|
Dec 2015 (8)
|
||
Total Residual JV
|
|
8.0
|
%
|
|
1,110
|
|
|
197,211
|
|
|
115,369
|
|
|
|
|
1.72
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other Operating Joint Ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1. MVP I, LLC
|
|
25.0
|
%
|
|
313
|
|
|
124,347
|
|
|
105,000
|
|
|
Variable
|
|
2.67
|
%
|
|
Dec 2015
|
||
2. Brandywine Apartments of Maryland, LLC
|
|
28.7
|
%
|
|
305
|
|
|
17,878
|
|
|
24,220
|
|
|
Fixed
|
|
3.40
|
%
|
|
Jun 2028
|
||
Total Other Joint Ventures
|
|
|
|
|
618
|
|
|
142,225
|
|
|
129,220
|
|
|
|
|
2.81
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Unconsolidated Investments
|
|
|
|
|
7,943
|
|
|
$
|
1,927,248
|
|
|
$
|
1,082,192
|
|
|
|
|
3.93
|
%
|
|
|
(1)
|
Represents total capitalized cost as of
March 31, 2015
.
|
(2)
|
We have not guaranteed the debt of unconsolidated investees and bear no responsibility for the repayment.
|
(3)
|
Represents weighted average rate on outstanding debt as of
March 31, 2015
.
|
(4)
|
Borrowing on this community is comprised of
two
mortgage loans.
|
(5)
|
The debt secured by this community is a variable rate note, of which
$24,623
has been converted to an effective fixed rate borrowing with an interest rate swap.
|
(6)
|
Borrowing is comprised of
four
mortgage loans made by the equity investors in the venture in proportion to their equity interests.
|
(7)
|
Our ownership interest of
8.0%
is determined by our
40.0%
ownership interest in the Residual JV entity with Equity Residential, which owns a
20.0%
interest in SWIB.
|
(8)
|
Maturity date represents the earliest of the maturity dates on the
two
loans and a credit facility relating to the
three
communities owned by SWIB, as defined below. Maturity dates range from
December 2015
to
December 2029
.
|
•
|
As of
March 31, 2015
, subsidiaries of Fund II have
nine
loans secured by individual assets with aggregate amounts of
$348,721,000
with varying maturity dates (and, in some cases, dates after which the loans can be prepaid without penalty), ranging from
October 2017
to
September 2019
. The mortgage loans are payable by the subsidiaries of Fund II with operating cash flow or disposition proceeds from the underlying real estate. We have not guaranteed the debt of Fund II, nor do we have any obligation to fund this debt should Fund II be unable to do so.
|
•
|
As of
March 31, 2015
, subsidiaries of the U.S. Fund have
nine
loans secured by individual assets with aggregate amounts outstanding of
$326,582,000
with varying maturity dates, ranging from
January 2019
to
November 2022
. The mortgage loans are payable by the subsidiaries of the U.S. Fund with operating cash flow or disposition proceeds from the underlying real estate. We have not guaranteed the debt of the U.S. Fund, nor do we have any obligation to fund this debt should the U.S. Fund be unable to do so.
|
•
|
As of
March 31, 2015
, subsidiaries of the AC JV have
eight
unsecured loans outstanding in the aggregate amount of
$162,300,000
which mature in
August 2021
, and which were made by the investors in the venture, including us, in proportion to the investors’ respective equity ownership interest. The unsecured loans are payable by the subsidiaries of the AC JV with operating cash flow from the venture. We have not guaranteed the debt of the AC JV, nor do we have any obligation to fund this debt should the AC JV be unable to do so.
|
•
|
MVP I, LLC has a variable rate loan secured by the underlying real estate assets of the community for
$105,000,000
maturing in December 2015. We have not guaranteed the debt of MVP I, LLC, nor do we have any obligation to fund this debt should MVP I, LLC be unable to do so.
|
•
|
As of
March 31, 2015
, Brandywine Apartments of Maryland, LLC (“Brandywine”) has an outstanding
$24,220,000
fixed rate mortgage loan that is payable by Brandywine. We have not guaranteed the debt of Brandywine, nor do we have any obligation to fund this debt should Brandywine be unable to do so.
|
•
|
As of
March 31, 2015
, the assets of the Residual JV include a 20.0% interest in Lake Mendota Investments, LLC and Subsidiaries (“SWIB”); one land parcel; and various licenses, insurance policies, contracts, office leases and other miscellaneous assets. The liabilities of the Residual JV include most existing or future litigation and claims related to Archstone’s operations for periods before the close of the Archstone acquisition, except for (i) claims that principally relate to the physical condition of the assets acquired directly by us or Equity Residential, which generally remain the sole responsibility of us or Equity Residential, as applicable, and (ii) certain tax and other litigation between Archstone and various equity holders in Archstone related to periods before the close of the Archstone acquisition, and claims which may arise due to changes in the capital structure of Archstone that occurred prior to closing, for which Lehman has agreed to indemnify us and Equity Residential.
|
|
Number of
apartment
homes
|
|
Projected total
capitalized cost (1)
($ millions)
|
|
Construction
start
|
|
Initial projected occupancy (2)
|
|
Estimated
completion
|
|
Estimated
stabilization (3)
|
|||||
1.
|
|
Avalon Assembly Row/AVA Somerville (4)(5)
Somerville, MA
|
445
|
|
|
$
|
129.0
|
|
|
Q2 2012
|
|
Q2 2014
|
|
Q2 2015
|
|
Q4 2015
|
2.
|
|
Avalon Wharton
Wharton, NJ
|
247
|
|
|
53.0
|
|
|
Q4 2012
|
|
Q3 2014
|
|
Q2 2015
|
|
Q4 2015
|
|
3.
|
|
Avalon Baker Ranch
Lake Forest, CA
|
430
|
|
|
130.6
|
|
|
Q4 2013
|
|
Q4 2014
|
|
Q4 2015
|
|
Q2 2016
|
|
4.
|
|
Avalon Hayes Valley
San Francisco, CA
|
182
|
|
|
95.4
|
|
|
Q3 2013
|
|
Q1 2015
|
|
Q3 2015
|
|
Q1 2016
|
|
5.
|
|
Avalon Roseland
Roseland, NJ
|
136
|
|
|
46.2
|
|
|
Q1 2014
|
|
Q1 2015
|
|
Q3 2015
|
|
Q1 2016
|
|
6.
|
|
Avalon Falls Church
Falls Church, VA
|
384
|
|
|
109.8
|
|
|
Q1 2014
|
|
Q1 2015
|
|
Q1 2016
|
|
Q3 2016
|
|
7.
|
|
Avalon Vista
Vista, CA
|
221
|
|
|
58.3
|
|
|
Q4 2013
|
|
Q1 2015
|
|
Q4 2015
|
|
Q2 2016
|
|
8.
|
|
Avalon Marlborough
Marlborough, MA
|
350
|
|
|
77.1
|
|
|
Q1 2014
|
|
Q1 2015
|
|
Q2 2016
|
|
Q4 2016
|
|
9.
|
|
AVA Theater District
Boston, MA
|
398
|
|
|
175.7
|
|
|
Q1 2013
|
|
Q2 2015
|
|
Q4 2015
|
|
Q2 2016
|
|
10.
|
|
Avalon Glendora
Glendora, CA
|
280
|
|
|
82.5
|
|
|
Q4 2013
|
|
Q2 2015
|
|
Q1 2016
|
|
Q3 2016
|
|
11.
|
|
Avalon Willoughby Square/AVA DoBro
Brooklyn, NY
|
826
|
|
|
444.9
|
|
|
Q3 2013
|
|
Q3 2015
|
|
Q4 2016
|
|
Q2 2017
|
|
12.
|
|
Avalon Bloomfield Station
Bloomfield, NJ
|
224
|
|
|
53.4
|
|
|
Q4 2013
|
|
Q2 2015
|
|
Q4 2015
|
|
Q2 2016
|
|
13.
|
|
AVA Capitol Hill
Seattle, WA
|
249
|
|
|
81.4
|
|
|
Q1 2014
|
|
Q4 2015
|
|
Q2 2016
|
|
Q4 2016
|
|
14.
|
|
Avalon Irvine III
Irvine, CA
|
156
|
|
|
55.0
|
|
|
Q2 2014
|
|
Q4 2015
|
|
Q1 2016
|
|
Q3 2016
|
|
15.
|
|
Avalon Dublin Station II
Dublin, CA
|
252
|
|
|
83.7
|
|
|
Q2 2014
|
|
Q4 2015
|
|
Q2 2016
|
|
Q4 2016
|
|
16.
|
|
Avalon Huntington Beach
Huntington Beach, CA
|
378
|
|
|
120.3
|
|
|
Q2 2014
|
|
Q3 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
17
|
|
Avalon West Hollywood
West Hollywood, CA
|
294
|
|
|
162.4
|
|
|
Q2 2014
|
|
Q3 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
18.
|
|
Avalon Framingham
Framingham, MA
|
180
|
|
|
43.9
|
|
|
Q3 2014
|
|
Q3 2015
|
|
Q2 2016
|
|
Q4 2016
|
|
19.
|
|
Avalon Esterra Park
Redmond, WA
|
482
|
|
|
137.8
|
|
|
Q3 2014
|
|
Q2 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
20.
|
|
Avalon North Station
Boston, MA
|
503
|
|
|
256.9
|
|
|
Q3 2014
|
|
Q4 2016
|
|
Q4 2017
|
|
Q2 2018
|
|
21.
|
|
Avalon Green III
Elmsford, NY
|
68
|
|
|
22.1
|
|
|
Q4 2014
|
|
Q4 2015
|
|
Q2 2016
|
|
Q4 2016
|
|
22.
|
|
Avalon Union
Union, NJ
|
202
|
|
|
50.7
|
|
|
Q4 2014
|
|
Q2 2016
|
|
Q4 2016
|
|
Q1 2017
|
|
23.
|
|
Avalon Princeton
Princeton, NJ
|
280
|
|
|
95.5
|
|
|
Q4 2014
|
|
Q3 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
24.
|
|
Avalon Alderwood II
Lynnwood, WA
|
124
|
|
|
26.1
|
|
|
Q1 2015
|
|
Q2 2016
|
|
Q3 2016
|
|
Q4 2016
|
|
25.
|
|
Avalon Hunt Valley
Hunt Valley, MD
|
332
|
|
|
74.0
|
|
|
Q1 2015
|
|
Q2 2016
|
|
Q1 2017
|
|
Q3 2017
|
|
|
|
Total
|
7,623
|
|
|
$
|
2,665.7
|
|
|
|
|
|
|
|
|
|
(1)
|
Projected total capitalized cost includes all capitalized costs projected to be or actually incurred to develop the respective Development Community, determined in accordance with GAAP, including land acquisition costs, construction costs, real estate taxes, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees. Projected total capitalized cost for communities identified as having joint venture ownership, either during construction or upon construction completion, represents the total projected joint venture contribution amount.
|
(2)
|
Future initial occupancy dates are estimates. There can be no assurance that we will pursue to completion any or all of these proposed developments.
|
(3)
|
Stabilized operations is defined as the earlier of (i) attainment of
95%
or greater physical occupancy or (ii) the
one
-year anniversary of completion of development.
|
(4)
|
Development community subject to a ground lease.
|
(5)
|
We have classified 195 apartment homes associated with the Avalon Assembly Row phase of this Development Community in our Other Stabilized portfolio, as this phase of the development was stabilized as of
March 31, 2015
.
|
|
Number of
apartment homes |
|
Total capitalized
cost (1)
($ millions) |
|
Approximate rentable area
(sq. ft.)
|
|
Total capitalized cost per sq. ft.
|
||||||||
1.
|
|
Avalon West Chelsea/AVA High Line (2)
New York, NY
|
710
|
|
|
$
|
271.9
|
|
|
497,880
|
|
|
$
|
546
|
|
2.
|
|
Avalon Alderwood I
Lynnwood, WA
|
367
|
|
|
67.8
|
|
|
352,238
|
|
|
$
|
192
|
|
|
3.
|
|
AVA Little Tokyo
Los Angeles, CA
|
280
|
|
|
112.4
|
|
|
285,220
|
|
|
$
|
394
|
|
|
|
|
Total
|
1,357
|
|
|
$
|
452.1
|
|
|
|
|
|
|
(1)
|
Total capitalized cost is as of
March 31, 2015
. The Company generally anticipates incurring additional costs associated with these communities that are customary for new developments.
|
(2)
|
Community subject to a ground lease.
|
|
|
|
|
Number of
apartment
homes
|
|
Projected total
capitalized cost (1)
($ millions)
|
|
Reconstruction
start
|
|
Estimated
reconstruction
completion
|
|
Estimated
restabilized
operations (2)
|
|||
1.
|
|
AVA Back Bay
Boston, MA
|
|
271
|
|
|
$
|
21.0
|
|
|
Q1 2013
|
|
Q2 2015
|
|
Q4 2015
|
2.
|
|
AVA Pacific Beach
San Diego, CA
|
|
564
|
|
|
23.6
|
|
|
Q1 2014
|
|
Q1 2016
|
|
Q3 2016
|
|
3.
|
|
Avalon Green
Elmsford, NY
|
|
105
|
|
|
6.5
|
|
|
Q4 2014
|
|
Q4 2015
|
|
Q2 2016
|
|
4.
|
|
Avalon Santa Monica on Main
Santa Monica, CA
|
|
133
|
|
|
10.0
|
|
|
Q4 2014
|
|
Q4 2015
|
|
Q2 2016
|
|
5.
|
|
Avalon Towers
Long Beach, NY
|
|
109
|
|
|
10.2
|
|
|
Q4 2014
|
|
Q4 2015
|
|
Q2 2016
|
|
6.
|
|
Avalon Silicon Valley
Sunnyvale, CA
|
|
710
|
|
|
29.9
|
|
|
Q4 2014
|
|
Q1 2017
|
|
Q3 2017
|
|
7.
|
|
Avalon at Arlington Square
Arlington, VA
|
|
842
|
|
|
21.3
|
|
|
Q4 2014
|
|
Q2 2016
|
|
Q4 2016
|
|
|
|
Total
|
|
2,734
|
|
|
$
|
122.5
|
|
|
|
|
|
|
|
(1)
|
Projected total capitalized cost does not include capitalized costs incurred prior to redevelopment.
|
(2)
|
Restabilized operations is defined as the earlier of (i) attainment of 95% or greater physical occupancy or (ii) the one-year anniversary of completion of redevelopment.
|
Location
|
|
Number of rights
|
|
Estimated
number of homes
|
|
Projected total
capitalized cost ($ millions) (1)
|
||||
|
|
|
|
|
|
|
||||
Boston, MA
|
|
4
|
|
|
1,114
|
|
|
$
|
289
|
|
Fairfield-New Haven, CT
|
|
1
|
|
|
160
|
|
|
40
|
|
|
New York City
|
|
2
|
|
|
442
|
|
|
415
|
|
|
New York Suburban
|
|
5
|
|
|
1,173
|
|
|
533
|
|
|
New Jersey
|
|
11
|
|
|
3,248
|
|
|
820
|
|
|
Washington, DC Metro
|
|
6
|
|
|
1,928
|
|
|
514
|
|
|
Seattle, WA
|
|
2
|
|
|
648
|
|
|
175
|
|
|
Oakland-East Bay, CA
|
|
2
|
|
|
615
|
|
|
264
|
|
|
San Francisco, CA
|
|
1
|
|
|
326
|
|
|
168
|
|
|
Riverside-San Bernardino, CA
|
|
1
|
|
|
331
|
|
|
91
|
|
|
Total
|
|
35
|
|
|
9,985
|
|
|
$
|
3,309
|
|
(1)
|
Projected total capitalized cost includes all capitalized costs incurred to date (if any) and projected to be incurred to develop the respective community, determined in accordance with GAAP, including land acquisition costs, construction costs, real estate taxes, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees.
|
•
|
our potential development, redevelopment, acquisition or disposition of communities;
|
•
|
the timing and cost of completion of apartment communities under construction, reconstruction, development or redevelopment;
|
•
|
the timing of lease-up, occupancy and stabilization of apartment communities;
|
•
|
the pursuit of land on which we are considering future development;
|
•
|
the anticipated operating performance of our communities;
|
•
|
cost, yield, revenue, NOI and earnings estimates;
|
•
|
our declaration or payment of distributions;
|
•
|
our joint venture and discretionary fund activities;
|
•
|
our policies regarding investments, indebtedness, acquisitions, dispositions, financings and other matters;
|
•
|
our qualification as a REIT under the Internal Revenue Code;
|
•
|
the real estate markets in Northern and Southern California and markets in selected states in the Mid-Atlantic, New England, Metro New York/New Jersey and Pacific Northwest regions of the United States and in general;
|
•
|
the availability of debt and equity financing;
|
•
|
interest rates;
|
•
|
general economic conditions including the potential impacts from current economic conditions;
|
•
|
trends affecting our financial condition or results of operations; and
|
•
|
the impact of any current or future civil, governmental or other possible legal proceedings relating to the Edgewater fire and related matters.
|
•
|
our expectations and assumptions as of the date of this filing regarding insurance coverage, lender payoff and refinancing requirements, potential uninsured loss amounts, and the outcome of any current or future civil or governmental lawsuits, investigations and/or legal proceedings resulting from the Edgewater fire, as well as the ultimate cost and timing of replacing the Edgewater building and achieving stabilized occupancy in the event the Company chooses to rebuild this community, are subject to change and could materially affect our current expectations regarding the impact of the fire on our business, financial condition and results of operations;
|
•
|
the expected proceeds from settlement of the Forward are subject to adjustment for changes in the Fed Funds rate and the amount of dividends we pay on our common stock, and our receipt of settlement proceeds assumes that we will settle the Forward by physical delivery;
|
•
|
we may fail to secure development opportunities due to an inability to reach agreements with third-parties to obtain land at attractive prices or to obtain desired zoning and other local approvals;
|
•
|
we may abandon or defer development opportunities 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;
|
•
|
construction costs of a community may exceed our original estimates;
|
•
|
we may not complete construction and lease-up of communities under development or redevelopment on schedule, resulting in increased interest costs and construction costs and a decrease in our expected rental revenues;
|
•
|
occupancy rates and market rents may be adversely affected by competition and local economic and market conditions which are beyond our control;
|
•
|
financing may not be available on favorable terms or at all, and our cash flows from operations and access to cost effective capital may be insufficient for the development of our pipeline which could limit our pursuit of opportunities;
|
•
|
our cash flows may be insufficient to meet required payments of principal and interest, and we may be unable to refinance existing indebtedness or the terms of such refinancing may not be as favorable as the terms of existing indebtedness;
|
•
|
we may be unsuccessful in our management of Fund II, the U.S. Fund, the AC JV or the REIT vehicles that are used with each respective fund; and
|
•
|
we may be unsuccessful in managing changes in our portfolio composition.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROL AND PROCEDURES
|
(a)
|
Evaluation of disclosure controls and procedures.
|
(b)
|
Changes in internal controls over financial reporting.
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
(1)
|
Reflects shares surrendered to the Company in connection with exercise of stock options as payment of exercise price, as well as for taxes associated with the vesting of restricted share grants.
|
(2)
|
As disclosed in our Form 10-Q for the quarter ended March 31, 2008, represents amounts outstanding under the Company’s
$500,000,000
Stock Repurchase Program. There is no scheduled expiration date to this program.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
Exhibit No.
|
|
|
|
Description
|
|
|
|
|
|
3(i).1
|
|
—
|
|
Articles of Amendment and Restatement of Articles of Incorporation of AvalonBay Communities (the “Company”), dated as of June 4, 1998. (Incorporated by reference to Exhibit 3(i).1 to Form 10-K of the Company filed on March 1, 2007.)
|
|
|
|
|
|
3(i).2
|
|
—
|
|
Articles of Amendment, dated as of October 2, 1998. (Incorporated by reference to Exhibit 3(i).2 to Form 10-K of the Company filed on March 1, 2007.)
|
|
|
|
|
|
3(i).3
|
|
—
|
|
Articles of Amendment, dated as of May 22, 2013. (Incorporated by reference to Exhibit 3(i).3 to Form 8-K of the Company filed on May 22, 2013.)
|
|
|
|
|
|
3(ii).1
|
|
—
|
|
Amended and Restated Bylaws of the Company, as adopted by the Board of Directors on May 21, 2009. (Incorporated by reference to Exhibit 3(ii).1 to Form 10-Q of the Company filed November 2, 2012.)
|
|
|
|
|
|
3(ii).2
|
|
—
|
|
Amendment to Amended and Restated Bylaws of the Company, dated February 10, 2010. (Incorporated by reference to Exhibit 3(ii).2 to Form 10-Q of the Company filed November 2, 2012.)
|
|
|
|
|
|
3(ii).3
|
|
—
|
|
Amendment to Amended and Restated Bylaws of the Company, dated September 19, 2012. (Incorporated by reference to Exhibit 3.2 to Form 8-K of the Company filed September 20, 2012.)
|
|
|
|
|
|
4.1
|
|
—
|
|
Indenture for Senior Debt Securities, dated as of January 16, 1998, between the Company and State Street Bank and Trust Company, as Trustee. (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
|
|
|
|
|
|
4.2
|
|
—
|
|
First Supplemental Indenture, dated as of January 20, 1998, between the Company and the State Street Bank and Trust Company, as Trustee. (Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
|
|
|
|
|
|
4.3
|
|
—
|
|
Second Supplemental Indenture, dated as of July 7, 1998, between the Company and State Street Bank and Trust Company, as Trustee. (Incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
|
|
|
|
|
|
4.4
|
|
—
|
|
Amended and Restated Third Supplemental Indenture, dated as of July 10, 2000, between the Company and State Street Bank and Trust Company, as Trustee. (Incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
|
|
|
|
|
|
4.5
|
|
—
|
|
Fourth Supplemental Indenture, dated as of September 18, 2006, between the Company and U.S. Bank National Association, as Trustee. (Incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
|
|
|
|
|
|
4.6
|
|
—
|
|
Fifth Supplemental Indenture, dated as of November 21, 2014, between the Company and the Bank of New York Mellon, as Trustee. (Incorporated by reference to Exhibit 4.1 to form 8-K of the Company filed on November 21, 2014.)
|
|
|
|
|
|
4.7
|
|
—
|
|
Dividend Reinvestment and Stock Purchase Plan of the Company. (Incorporated by reference to Exhibit 8.1 to Registration Statement on Form S-3 of the Company (File No. 333-87063), filed September 14, 1999.)
|
|
|
|
|
|
4.8
|
|
—
|
|
Amendment to the Company’s Dividend Reinvestment and Stock Purchase Plan filed on December 17, 1999. (Incorporated by reference to the Prospectus Supplement filed pursuant to Rule 424(b)(2) of the Securities Act of 1933 on December 17, 1999.)
|
|
|
|
|
|
4.9
|
|
—
|
|
Amendment to the Company’s Dividend Reinvestment and Stock Purchase Plan filed on March 26, 2004. (Incorporated by reference to the Prospectus Supplement filed pursuant to Rule 424(b)(3) of the Securities Act of 1933 on March 26, 2004.)
|
|
|
|
|
|
4.10
|
|
—
|
|
Amendment to the Company’s Dividend Reinvestment and Stock Purchase Plan filed on May 15, 2006. (Incorporated by reference to the Prospectus Supplement filed pursuant to Rule 424(b)(3) of the Securities Act of 1933 on May 15, 2006.)
|
|
|
|
|
|
10.1
|
|
—
|
|
Form of AvalonBay Communities, Inc. Award Terms of Performance-Based Restricted Stock Units, as amended. (Filed herewith.)
|
|
|
|
|
|
12.1
|
|
—
|
|
Statements re: Computation of Ratios. (Filed herewith.)
|
|
|
|
|
|
31.1
|
|
—
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). (Filed herewith.)
|
|
|
|
|
|
31.2
|
|
—
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). (Filed herewith.)
|
|
|
|
|
|
32
|
|
—
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). (Furnished herewith.)
|
|
|
|
|
|
101
|
|
—
|
|
XBRL (Extensible Business Reporting Language). The following materials from AvalonBay Communities, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, formatted in XBRL: (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of comprehensive income, (iii) condensed consolidated statements of cash flows, and (iv) notes to condensed consolidated financial statements.
|
|
AVALONBAY COMMUNITIES, INC.
|
|
|
|
|
|
|
|
Date:
|
May 4, 2015
|
/s/ Timothy J. Naughton
|
|
|
Timothy J. Naughton
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
May 4, 2015
|
/s/ Kevin P. O’Shea
|
|
|
Kevin P. O’Shea
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Introduction
|
You have been granted performance-based restricted stock units under the AvalonBay Communities, Inc. 2009 Stock Option and Incentive Plan (as the same has or may be amended, the “Plan”), subject to the following Award Terms. This grant is also subject to the terms of (i) your Personal Performance Award Agreement Exhibit (“Personal Exhibit”), as further explained herein, (ii) the attached form of Restricted Stock Award Agreement, (iii) the attached forms of Employee Stock Option Agreements, and (iv) the Plan, which is hereby incorporated by reference. To the extent that an Award Term conflicts with the Plan, the Plan shall govern.
|
Type of Award
|
You are being awarded performance-based restricted stock units (the “Units”). Units are bookkeeping entries only, and you shall have no rights as a stockholder of the Company, and no dividend and voting rights, with respect to the Units, nor shall a notional amount be reinvested in respect of “phantom dividends” for the purpose of crediting your account with additional Units.
|
Terms
|
Your Personal Exhibit sets forth certain principal terms about the Units awarded for the applicable Performance Period, such as the performance metrics which will apply to determine the final number of Units earned. The terms included in your Personal Exhibit include the following:
|
•
|
Date of Grant
|
•
|
Number of Target Units Awarded
|
•
|
Performance Period
|
•
|
Total Shareholder Return Performance Metrics
|
•
|
Summary Terms of Restricted Stock
|
•
|
Summary Terms of Employee Stock Options
|
No Transfers
|
You may not sell, gift, or otherwise transfer or dispose of any of the Units.
|
Performance Metrics
|
If you remain an active employee of AvalonBay from the Date of Grant through the last day of the Performance Period, then the number of Units you will earn at the end of the Performance Period will be based upon the performance of the Company’s Total Shareholder Return over the Performance Period as described in your Personal Exhibit.
|
Employment
|
In the event your employment terminates for any reason during the Performance Period, whether with or without cause, or by reason of death or disability or your voluntary departure or retirement, you shall forfeit all Units and none of the Units shall be earned.
|
Absence
|
In the event that you take a leave of absence during the Performance Period, then, unless prohibited by law, the Company may adjust, in its sole discretion and up to a full forfeiture, the percentage of Units that are earned hereunder to equitably reflect such absence. Without limiting the foregoing, it is noted that such adjustment may be made by prorating the number of Units that would otherwise be earned without a leave of absence by the portion of the year worked without a leave of absence during the last year of the Performance Period (e.g., if nine months are worked during the last year of the Performance Period, there may be a 25% downward adjustment in the percentage of Units that are earned).
|
Sale Event
|
If a Sale Event occurs during the Performance Period, then
|
Performance Period
|
Following the end of the Performance Period, as of the date of the Compensation Committee’s final determination (the “Determination Date”) of (i) the Company’s Total Shareholder Return for the Performance Period and how it compared to the Performance Metrics and (ii) the number of Units earned by you, the earned portion of this Award shall be settled with the issuance to you of Restricted Shares of AvalonBay Common Stock and (if you so elected) an award of Employee Stock Options as described below:
|
Notices
|
Any notice to be given under the terms of this Award Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to you shall be addressed to you at your address as set forth in the Company’s records. Either party may hereafter designate a different address for notices to be given to it or him or her.
|
Titles
|
Titles and captions are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Plan or as the context otherwise reasonably indicates.
|
Amendment
|
This Award Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Award Agreement.
|
Governing Law
|
The laws of the State of Maryland shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Award Agreement regardless of the law that might be applied under principles of conflicts of laws.
|
Data Privacy Consent
|
In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, you (i) authorize the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waive any privacy rights you may have with respect to the Relevant Information; (iii) authorize the Relevant Companies to store and transmit such information in electronic form; and (iv) authorize the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. You shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
|
Electronic Delivery
|
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. By electronically accepting the Award Agreement and participating in the Plan, you agree to be bound by the terms and conditions in the Plan and this Award Agreement.
|
Non-Solicitation
|
By accepting an award of Units, you agree that, for a period of at least 12 months following your termination of employment with the Company for any reason, you will not, without the prior written consent of the Company, solicit or attempt to solicit for employment with or on behalf of any other person, firm or entity any employee of the Company or any of its affiliates or any other person who was formerly employed by the Company or any of its affiliates within the preceding six months, unless such person’s employment was terminated by the Company or such affiliates.
|
Recoupment Policy
|
The Company’s Board of Directors has adopted a Policy for Recoupment of Incentive Compensation (the “Recoupment Policy”), which may be amended from time to time and is available on the Company’s website at
www.AvalonBay.com/investors
under “Corporate Governance Documents”. By accepting an award of Units, you agree that you have had an opportunity to review the Recoupment Policy and further agree to be bound by the terms of the Recoupment Policy, including without limitation all provisions relating to the recoupment of Incentive Compensation as defined in the Recoupment Policy.
|
Counterparts
|
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
|
Resolved:
|
To amend the “Award Terms of Performance-Based Restricted Stock Units Granted under the AvalonBay Communities, Inc. 2009 Stock Option and Incentive Plan,” as adopted and approved by the Compensation Committee and the Board of Directors in February 2013, so that the following terms are modified as indicated
with respect to awards whose Performance Period begins on or after January 1, 2015 only
(additions are bold and underscored; deletions are struck through):
|
Performance Metrics
|
If you remain an active employee of AvalonBay from the Date of Grant through the last day of the Performance Period, then the number of Units you will earn at the end of the Performance Period will be based upon the performance of
(i)
the Company’s Total Shareholder Return
, and (ii) the Company’s performance as measured against certain metrics of operating performance, in each case
over the Performance Period
and
as described in your Personal Exhibit.
|
Sale Event
|
If a Sale Event occurs during the Performance Period, then
(i) if more than 12 months remain in the Performance Period, Units with respect to such Performance Period shall be forfeited unless the successor makes other arrangements for the continuation of the Units, and
(ii) if less than 12 months remains in the Performance Period, then (x) such Performance Period shall be deemed complete on the date of completion of the Sale Event, (y) achievement against the Performance Metrics for such shortened Performance Period shall be determined in good faith by the Compensation Committee
(without any proration on account of the shortened period),
and (z) a holder of such Units shall receive vested shares of common stock for any Units so earned
(without any proration on account of the shortened period)
,
In the event that you acquired a vested interest in a Performance Award on account of a Qualifying Termination, and thereafter a Sale Event is completed, then your vested Performance Awards that are outstanding at the time of the Sale Event will be treated the same as other outstanding Performance Awards on account of the Sale Event. For example, (i) if there is less than 12 months remaining in the Performance Period of a vested award at the time of completion of the Sale Event, then you will receive the full number of any Units earned on account of achievement measured against the Performance Metrics through the date of completion of the Sale Event and (ii) if there are more than 12 months remaining in the Performance Period of a vested award at the time of completion of the Sale Event, then the Units with respect to such award shall be forfeited unless the successor makes other arrangements.
In the case of a Sale Event in which the shareholders of the Company receive consideration in exchange for all of their AvalonBay common stock, the Ending Stock Price for AvalonBay common stock used in the calculation of the Company’s Total Shareholder Return shall be the value of the cash or equity (valued as of the date of completion of the Sale Event) actually received by shareholders of AvalonBay for each share of AvalonBay common stock.
|
|
Three Months Ended March 31, 2015
|
|
Year Ended
December 31, 2014 (1)
|
|
Year Ended
December 31, 2013 (1)
|
|
Year Ended
December 31, 2012 (1)
|
|
Year Ended
December 31, 2011 (1)
|
||||||||||
Income (loss) from continuing operations before cumulative effect of change in accounting principle
|
$
|
208,053
|
|
|
$
|
668,516
|
|
|
$
|
57,827
|
|
|
$
|
250,431
|
|
|
$
|
140,215
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Plus):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity in income of unconsolidated entities, net of distributions received
|
35,410
|
|
|
71,781
|
|
|
74,575
|
|
|
11,170
|
|
|
618
|
|
|||||
Amortization of capitalized interest (2)
|
5,781
|
|
|
22,489
|
|
|
20,157
|
|
|
17,929
|
|
|
16,277
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings before fixed charges
|
$
|
249,244
|
|
|
$
|
762,786
|
|
|
$
|
152,559
|
|
|
$
|
279,530
|
|
|
$
|
157,110
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Plus) Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Portion of rents representative of the interest factor
|
$
|
1,721
|
|
|
$
|
7,504
|
|
|
$
|
7,112
|
|
|
$
|
6,873
|
|
|
$
|
6,933
|
|
Interest expense
|
45,573
|
|
|
180,618
|
|
|
172,402
|
|
|
136,920
|
|
|
167,814
|
|
|||||
Interest capitalized
|
19,030
|
|
|
69,961
|
|
|
66,838
|
|
|
49,556
|
|
|
33,863
|
|
|||||
Preferred dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges (3)
|
$
|
66,324
|
|
|
$
|
258,083
|
|
|
$
|
246,352
|
|
|
$
|
193,349
|
|
|
$
|
208,610
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Less):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest capitalized
|
19,030
|
|
|
69,961
|
|
|
66,838
|
|
|
49,556
|
|
|
33,863
|
|
|||||
Preferred dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Noncontrolling interest in income of a subsidiary that has not incurred fixed charges
|
—
|
|
|
14,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (4)
|
$
|
296,538
|
|
|
$
|
936,776
|
|
|
$
|
332,073
|
|
|
$
|
423,323
|
|
|
$
|
331,857
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio (4 divided by 3)
|
4.47
|
|
|
3.63
|
|
|
1.35
|
|
|
2.19
|
|
|
1.59
|
|
|
Three Months Ended March 31, 2015
|
|
Year Ended
December 31, 2014 (1) |
|
Year Ended
December 31, 2013 (1) |
|
Year Ended
December 31, 2012 (1) |
|
Year Ended
December 31, 2011 (1) |
||||||||||
Income (loss) from continuing operations before cumulative effect of change in accounting principle
|
$
|
208,053
|
|
|
$
|
668,516
|
|
|
$
|
57,827
|
|
|
$
|
250,431
|
|
|
$
|
140,215
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Plus):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity in income of unconsolidated entities, net of distributions received
|
35,410
|
|
|
71,781
|
|
|
74,575
|
|
|
11,170
|
|
|
618
|
|
|||||
Amortization of capitalized interest (2)
|
5,781
|
|
|
22,489
|
|
|
20,157
|
|
|
17,929
|
|
|
16,277
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings before fixed charges
|
$
|
249,244
|
|
|
$
|
762,786
|
|
|
$
|
152,559
|
|
|
$
|
279,530
|
|
|
$
|
157,110
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Plus) Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Portion of rents representative of the interest factor
|
$
|
1,721
|
|
|
$
|
7,504
|
|
|
$
|
7,112
|
|
|
$
|
6,873
|
|
|
$
|
6,933
|
|
Interest expense
|
45,573
|
|
|
180,618
|
|
|
172,402
|
|
|
136,920
|
|
|
167,814
|
|
|||||
Interest capitalized
|
19,030
|
|
|
69,961
|
|
|
66,838
|
|
|
49,556
|
|
|
33,863
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges (3)
|
$
|
66,324
|
|
|
$
|
258,083
|
|
|
$
|
246,352
|
|
|
$
|
193,349
|
|
|
$
|
208,610
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Less):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest capitalized
|
19,030
|
|
|
69,961
|
|
|
66,838
|
|
|
49,556
|
|
|
33,863
|
|
|||||
Noncontrolling interest in income of a subsidiary that has not incurred fixed charges
|
—
|
|
|
14,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (4)
|
$
|
296,538
|
|
|
$
|
936,776
|
|
|
$
|
332,073
|
|
|
$
|
423,323
|
|
|
$
|
331,857
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio (4 divided by 3)
|
4.47
|
|
|
3.63
|
|
|
1.35
|
|
|
2.19
|
|
|
1.59
|
|
(1)
|
The results of operations for 2011 through 2014 have been adjusted to remove the Company's earnings classified as discontinued operations.
|
(2)
|
Represents an estimate of capitalized interest costs based on the Company’s established depreciation policy and an analysis of interest costs capitalized since 1998 (the year in which AvalonBay was formed).
|
1.
|
I have reviewed this quarterly report on Form 10-Q of AvalonBay Communities, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/s/ Timothy J. Naughton
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Timothy J. Naughton
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Chairman, Chief Executive Officer and President
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(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of AvalonBay Communities, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Kevin P. O'Shea
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Kevin P. O'Shea
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Chief Financial Officer
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(Principal Financial Officer)
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/s/ Timothy J. Naughton
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Timothy J. Naughton
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Chairman, Chief Executive Officer and President
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(Principal Executive Officer)
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/s/ Kevin P. O'Shea
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Kevin P. O'Shea
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Chief Financial Officer
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(Principal Financial Officer)
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