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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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3/31/2016
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12/31/2015
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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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3,742,588
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$
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3,623,532
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Buildings and improvements
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13,433,401
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13,056,292
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Furniture, fixtures and equipment
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481,036
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458,224
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17,657,025
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17,138,048
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Less accumulated depreciation
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(3,430,592
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)
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(3,303,751
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)
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Net operating real estate
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14,226,433
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13,834,297
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Construction in progress, including land
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1,587,132
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1,592,917
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Land held for development
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477,072
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476,871
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Real estate assets held for sale, net
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20,341
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38,224
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Total real estate, net
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16,310,978
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15,942,309
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Cash and cash equivalents
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97,541
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400,507
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Cash in escrow
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170,361
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104,821
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Resident security deposits
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31,964
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30,077
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Investments in unconsolidated real estate entities
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182,367
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216,919
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Deferred development costs
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42,635
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37,577
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Prepaid expenses and other assets
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207,544
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199,095
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Total assets
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$
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17,043,390
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$
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16,931,305
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||||
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LIABILITIES AND EQUITY
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Unsecured notes, net
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$
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3,846,854
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$
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3,845,674
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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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2,655,726
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2,611,274
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Dividends payable
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185,173
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171,257
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Payables for construction
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99,644
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98,802
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Accrued expenses and other liabilities
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304,612
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260,005
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Accrued interest payable
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38,952
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40,085
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Resident security deposits
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55,770
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53,132
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Liabilities related to real estate assets held for sale
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—
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553
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Total liabilities
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7,186,731
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7,080,782
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Commitments and contingencies
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||||
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Redeemable noncontrolling interests
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10,127
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9,997
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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, 2016 and December 31, 2015; zero shares issued and outstanding at March 31, 2016 and December 31, 2015
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—
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—
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Common stock, $0.01 par value; 280,000,000 shares authorized at March 31, 2016 and December 31, 2015; 137,162,107 and 137,002,031 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
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1,372
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1,370
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Additional paid-in capital
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10,069,729
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10,068,532
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Accumulated earnings less dividends
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(146,799
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)
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(197,989
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)
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Accumulated other comprehensive loss
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(77,770
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)
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(31,387
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)
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Total equity
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9,846,532
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9,840,526
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Total liabilities and equity
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$
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17,043,390
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$
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16,931,305
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For the three months ended
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3/31/2016
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3/31/2015
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Revenue:
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Rental and other income
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$
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506,974
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$
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439,756
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Management, development and other fees
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1,524
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2,611
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Total revenue
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508,498
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442,367
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Expenses:
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Operating expenses, excluding property taxes
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116,626
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112,777
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Property taxes
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50,067
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47,177
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Interest expense, net
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43,410
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45,573
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Depreciation expense
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127,216
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116,853
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General and administrative expense
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11,404
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10,468
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Expensed acquisition, development and other pursuit costs, net of recoveries
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3,462
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1,187
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Casualty and impairment (gain) loss, net
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(2,202
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)
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5,788
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Total expenses
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349,983
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339,823
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||||
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Equity in income of unconsolidated real estate entities
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27,969
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34,566
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Gain on sale of real estate
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—
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22
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Gain on sale of communities
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51,430
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70,936
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Income before taxes
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237,914
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208,068
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Income tax expense
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37
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15
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||||
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Net income
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237,877
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208,053
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Net loss attributable to noncontrolling interests
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54
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91
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Net income attributable to common stockholders
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$
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237,931
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$
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208,144
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Other comprehensive income (loss):
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Unrealized loss on cash flow hedges
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(47,757
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)
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(30
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)
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Cash flow hedge losses reclassified to earnings
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1,374
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1,595
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Comprehensive income
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$
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191,548
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$
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209,709
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||||
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Earnings per common share - basic:
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Net income attributable to common stockholders
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$
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1.73
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$
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1.57
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||||
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Earnings per common share - diluted:
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Net income attributable to common stockholders
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$
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1.73
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$
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1.56
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|
||||
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Dividends per common share
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$
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1.35
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$
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1.25
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For the three months ended
|
||||||
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3/31/2016
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3/31/2015
|
||||
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Cash flows from operating activities:
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|
||||
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Net income
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$
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237,877
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$
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208,053
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Adjustments to reconcile net income to cash provided by operating activities:
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|
||||
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Depreciation expense
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127,216
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|
116,853
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|
||
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Amortization of deferred financing costs
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1,936
|
|
|
1,664
|
|
||
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Amortization of debt premium
|
(4,779
|
)
|
|
(8,660
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)
|
||
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Amortization of stock-based compensation
|
3,835
|
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|
4,038
|
|
||
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Equity in loss of, and return on, unconsolidated entities and noncontrolling interests, net of eliminations
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6,438
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|
|
3,805
|
|
||
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Casualty and impairment (gain) loss, net
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(2,202
|
)
|
|
4,995
|
|
||
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Cash flow hedge losses reclassified to earnings
|
1,374
|
|
|
1,565
|
|
||
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Gain on sale of real estate assets
|
(81,055
|
)
|
|
(79,033
|
)
|
||
|
Decrease (increase) in cash in operating escrows
|
3,009
|
|
|
(7,815
|
)
|
||
|
Increase in resident security deposits, prepaid expenses and other assets
|
(8,559
|
)
|
|
(2,351
|
)
|
||
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Decrease in accrued expenses, other liabilities and accrued interest payable
|
(7,308
|
)
|
|
(6,734
|
)
|
||
|
Net cash provided by operating activities
|
277,782
|
|
|
236,380
|
|
||
|
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|
||||
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Cash flows from investing activities:
|
|
|
|
||||
|
Development/redevelopment of real estate assets including land acquisitions and deferred development costs
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(266,588
|
)
|
|
(578,632
|
)
|
||
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Acquisition of real estate assets, including partnership interest
|
(170,022
|
)
|
|
—
|
|
||
|
Capital expenditures - existing real estate assets
|
(11,618
|
)
|
|
(7,820
|
)
|
||
|
Capital expenditures - non-real estate assets
|
(3,264
|
)
|
|
(859
|
)
|
||
|
Proceeds from sale of real estate, net of selling costs
|
68,709
|
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|
112,504
|
|
||
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Insurance proceeds for property damage claims
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8,702
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|
|
—
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|
||
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Increase (decrease) in payables for construction
|
842
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|
|
(7,885
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)
|
||
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Increase in cash in deposit escrows
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(69,227
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)
|
|
—
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|
||
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Distributions from unconsolidated real estate entities
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58,652
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|
40,493
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|
||
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Investments in unconsolidated real estate entities
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(913
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)
|
|
—
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|
||
|
Net cash used in investing activities
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(384,727
|
)
|
|
(442,199
|
)
|
||
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|
||||
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Cash flows from financing activities:
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|
|
|
||||
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Issuance of common stock, net
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1,102
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|
|
1,973
|
|
||
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Dividends paid
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(171,151
|
)
|
|
(153,095
|
)
|
||
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Repayments of mortgage notes payable, including prepayment penalties
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(19,682
|
)
|
|
(4,209
|
)
|
||
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Issuance of unsecured notes
|
—
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|
|
50,000
|
|
||
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Payment of deferred financing costs
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(6,176
|
)
|
|
(578
|
)
|
||
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Distributions to DownREIT partnership unitholders
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(10
|
)
|
|
(9
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)
|
||
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Distributions to joint venture and profit-sharing partners
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(104
|
)
|
|
(91
|
)
|
||
|
Redemption of preferred interest obligation
|
—
|
|
|
(1,520
|
)
|
||
|
Net cash used in financing activities
|
(196,021
|
)
|
|
(107,529
|
)
|
||
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|
||||
|
Net decrease in cash and cash equivalents
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(302,966
|
)
|
|
(313,348
|
)
|
||
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|
||||
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Cash and cash equivalents, beginning of period
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400,507
|
|
|
508,276
|
|
||
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Cash and cash equivalents, end of period
|
$
|
97,541
|
|
|
$
|
194,928
|
|
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|
||||
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Cash paid during the period for interest, net of amount capitalized
|
$
|
46,011
|
|
|
$
|
59,624
|
|
|
•
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As described in Note 4, “Equity,”
193,171
shares of common stock were issued as part of the Company's stock based compensation plans, of which
115,618
shares related to the conversion of performance awards to restricted shares, and the remaining
77,553
shares valued at
$12,529,000
were issued in connection with new stock grants;
576
shares valued at
$101,000
were issued through the Company’s dividend reinvestment plan;
48,189
shares valued at
$8,164,000
were withheld to satisfy employees’ tax withholding and other liabilities; and
499
restricted shares as well as performance awards with an aggregate value of
$76,000
previously issued in connection with employee compensation were canceled upon forfeiture.
|
|
•
|
Common stock dividends declared but not paid totaled
$185,173,000
.
|
|
•
|
The Company recorded an increase of
$299,000
in redeemable noncontrolling interest with a corresponding decrease 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.”
|
|
•
|
The Company recorded a decrease in prepaid expenses and other assets of
$5,422,000
and an increase in accrued expenses and other liabilities of
$42,335,000
, and a corresponding loss to other comprehensive income of
$47,757,000
, and reclassified
$1,374,000
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.
|
|
•
|
The Company assumed a fixed rate indebtedness with a principal amount of
$67,904,000
in conjunction with the acquisition of Avalon Hoboken.
|
|
•
|
The Company issued
154,645
shares of common stock as part of the Company's stock based compensation plan, of which
95,826
shares related to the conversion of performance awards 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.
|
|
•
|
Common stock dividends declared but not paid totaled
$165,241,000
.
|
|
•
|
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.
|
|
•
|
The Company recorded a decrease in prepaid expenses and other assets and a corresponding loss to other comprehensive income of
$30,000
, and reclassified
$1,595,000
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.
|
|
•
|
The Company recognized a charge of
$26,039,000
to write off the net book value of the fixed assets destroyed by the fire that occurred in 2015 at Avalon at Edgewater ("Edgewater") and winter storm damage, and a corresponding recovery of loss of
$22,000,000
for proceeds from insurance for the Edgewater casualty loss.
|
|
|
For the three months ended
|
||||||
|
|
3/31/2016
|
|
3/31/2015
|
||||
|
Basic and diluted shares outstanding
|
|
|
|
|
|
||
|
Weighted average common shares - basic
|
136,785,880
|
|
|
131,883,741
|
|
||
|
Weighted average DownREIT units outstanding
|
7,500
|
|
|
7,500
|
|
||
|
Effect of dilutive securities
|
589,664
|
|
|
1,284,532
|
|
||
|
Weighted average common shares - diluted
|
137,383,044
|
|
|
133,175,773
|
|
||
|
|
|
|
|
||||
|
Calculation of Earnings per Share - basic
|
|
|
|
|
|
||
|
Net income attributable to common stockholders
|
$
|
237,931
|
|
|
$
|
208,144
|
|
|
Net income allocated to unvested restricted shares
|
(632
|
)
|
|
(529
|
)
|
||
|
Net income attributable to common stockholders, adjusted
|
$
|
237,299
|
|
|
$
|
207,615
|
|
|
|
|
|
|
||||
|
Weighted average common shares - basic
|
136,785,880
|
|
|
131,883,741
|
|
||
|
|
|
|
|
||||
|
Earnings per common share - basic
|
$
|
1.73
|
|
|
$
|
1.57
|
|
|
|
|
|
|
||||
|
Calculation of Earnings per Share - diluted
|
|
|
|
|
|
||
|
Net income attributable to common stockholders
|
$
|
237,931
|
|
|
$
|
208,144
|
|
|
Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships, including discontinued operations
|
10
|
|
|
9
|
|
||
|
Adjusted net income available to common stockholders
|
$
|
237,941
|
|
|
$
|
208,153
|
|
|
|
|
|
|
||||
|
Weighted average common shares - diluted
|
137,383,044
|
|
|
133,175,773
|
|
||
|
|
|
|
|
||||
|
Earnings per common share - diluted
|
$
|
1.73
|
|
|
$
|
1.56
|
|
|
|
3/31/2016
|
|
12/31/2015
|
||||
|
|
|
|
|
||||
|
Fixed rate unsecured notes (1)
|
$
|
3,575,000
|
|
|
$
|
3,575,000
|
|
|
Term Loan
|
300,000
|
|
|
300,000
|
|
||
|
Fixed rate mortgage notes payable - conventional and tax-exempt (2)
|
1,609,236
|
|
|
1,561,109
|
|
||
|
Variable rate mortgage notes payable - conventional and tax-exempt (2)
|
1,044,598
|
|
|
1,045,182
|
|
||
|
Total mortgage notes payable and unsecured notes
|
6,528,834
|
|
|
6,481,291
|
|
||
|
Credit Facility
|
—
|
|
|
—
|
|
||
|
Total mortgage notes payable, unsecured notes and Credit Facility
|
$
|
6,528,834
|
|
|
$
|
6,481,291
|
|
|
(1)
|
Balances at
March 31, 2016
and
December 31, 2015
exclude
$7,310
and
$7,601
, respectively, of debt discount, and
$20,836
and
$21,725
, respectively, of deferred financing costs, as reflected in unsecured notes, net on the Company’s Condensed Consolidated Balance Sheets.
|
|
(2)
|
Balances at
March 31, 2016
and
December 31, 2015
exclude
$16,652
and
$19,686
, respectively, of debt premium, and
$14,760
and
$14,703
, respectively, of deferred financing costs, as reflected in mortgage notes payable on the Company’s Condensed Consolidated Balance Sheets.
|
|
•
|
In January 2016, in conjunction with the disposition of Eaves Trumbull, Avalon at Stratford was substituted as collateral for the outstanding fixed rate mortgage note secured by Eaves Trumbull.
|
|
•
|
In January 2016, in conjunction with the acquisition of Avalon Hoboken, the Company assumed a fixed rate secured mortgage note with a principal balance of
$67,904,000
and a contractual interest rate of
4.18%
maturing in
December 2020
.
|
|
•
|
In February 2016, the Company repaid the
$16,212,000
fixed rate mortgage note secured by Archstone Lexington, with an effective interest rate of
3.32%
at par and without penalty in advance of its
March 2016
maturity date. Upon repayment, Archstone Lexington was substituted as collateral for the outstanding fixed rate mortgage note secured by Avalon Walnut Ridge I.
|
|
Year
|
|
Secured notes payments
|
|
Secured notes maturities
|
|
Unsecured notes maturities
|
|
Stated interest rate of unsecured notes
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2016
|
|
12,156
|
|
|
—
|
|
|
250,000
|
|
|
5.750
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2017
|
|
17,166
|
|
|
709,791
|
|
|
250,000
|
|
|
5.700
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2018
|
|
16,236
|
|
|
76,950
|
|
|
—
|
|
|
N/A
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2019
|
|
4,696
|
|
|
588,429
|
|
|
—
|
|
|
N/A
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2020
|
|
3,624
|
|
|
118,729
|
|
|
250,000
|
|
|
6.100
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
400,000
|
|
|
3.625
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2021
|
|
3,551
|
|
|
27,844
|
|
|
250,000
|
|
|
3.950
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
300,000
|
|
|
LIBOR + 1.450%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2022
|
|
3,795
|
|
|
—
|
|
|
450,000
|
|
|
2.950
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2023
|
|
4,040
|
|
|
—
|
|
|
350,000
|
|
|
4.200
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
250,000
|
|
|
2.850
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2024
|
|
4,310
|
|
|
—
|
|
|
300,000
|
|
|
3.500
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
2025
|
|
4,553
|
|
|
84,835
|
|
|
525,000
|
|
|
3.450
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
300,000
|
|
|
3.500
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Thereafter
|
|
218,680
|
|
|
754,449
|
|
|
—
|
|
|
N/A
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
$
|
292,807
|
|
|
$
|
2,361,027
|
|
|
$
|
3,875,000
|
|
|
|
|
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
earnings
less
dividends
|
|
Accumulated
other
comprehensive
loss
|
|
Total
equity
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance at December 31, 2015
|
$
|
1,370
|
|
|
$
|
10,068,532
|
|
|
$
|
(197,989
|
)
|
|
$
|
(31,387
|
)
|
|
$
|
9,840,526
|
|
|
Net income attributable to common stockholders
|
—
|
|
|
—
|
|
|
237,931
|
|
|
—
|
|
|
237,931
|
|
|||||
|
Unrealized loss on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,757
|
)
|
|
(47,757
|
)
|
|||||
|
Cash flow hedge loss reclassified to earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,374
|
|
|
1,374
|
|
|||||
|
Change in redemption value of redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
(299
|
)
|
|||||
|
Dividends declared to common stockholders
|
—
|
|
|
—
|
|
|
(185,168
|
)
|
|
—
|
|
|
(185,168
|
)
|
|||||
|
Issuance of common stock, net of withholdings
|
2
|
|
|
(5,747
|
)
|
|
(1,274
|
)
|
|
—
|
|
|
(7,019
|
)
|
|||||
|
Amortization of deferred compensation
|
—
|
|
|
6,944
|
|
|
—
|
|
|
—
|
|
|
6,944
|
|
|||||
|
Balance at March 31, 2016
|
$
|
1,372
|
|
|
$
|
10,069,729
|
|
|
$
|
(146,799
|
)
|
|
$
|
(77,770
|
)
|
|
$
|
9,846,532
|
|
|
i.
|
issued
14,530
shares of common stock in connection with stock options exercised;
|
|
ii.
|
issued
576
common shares through the Company’s dividend reinvestment plan;
|
|
iii.
|
issued
193,171
common shares in connection with restricted stock grants and the conversion of performance awards to restricted shares;
|
|
iv.
|
withheld
48,189
common shares to satisfy employees’ tax withholding and other liabilities; and
|
|
v.
|
canceled
12
common shares of restricted stock upon forfeiture.
|
|
•
|
Archstone Boca Town Center, located in Boca Raton, FL, containing
252
apartment homes for
$56,300,000
. The Company's share of the gain in accordance with GAAP for the disposition was
$4,120,000
.
|
|
•
|
Avalon Kips Bay, located in New York, NY, containing
209
apartments homes for
$173,000,000
. The Company's share of the gain in accordance with GAAP for the disposition was
$12,448,000
.
|
|
|
3/31/2016
|
|
12/31/2015
|
||||
|
|
(unaudited)
|
|
(unaudited)
|
||||
|
Assets:
|
|
|
|
|
|
||
|
Real estate, net
|
$
|
1,111,906
|
|
|
$
|
1,392,833
|
|
|
Other assets
|
59,975
|
|
|
57,044
|
|
||
|
Total assets
|
$
|
1,171,881
|
|
|
$
|
1,449,877
|
|
|
|
|
|
|
||||
|
Liabilities and partners’ capital:
|
|
|
|
|
|
||
|
Mortgage notes payable and credit facility
|
$
|
782,988
|
|
|
$
|
947,205
|
|
|
Other liabilities
|
21,250
|
|
|
20,471
|
|
||
|
Partners’ capital
|
367,643
|
|
|
482,201
|
|
||
|
Total liabilities and partners’ capital
|
$
|
1,171,881
|
|
|
$
|
1,449,877
|
|
|
|
For the three months ended
|
||||||
|
|
3/31/2016
|
|
3/31/2015
|
||||
|
|
(unaudited)
|
||||||
|
Rental and other income
|
$
|
36,955
|
|
|
$
|
45,255
|
|
|
Operating and other expenses
|
(14,170
|
)
|
|
(17,337
|
)
|
||
|
Gain on sale of communities
|
103,321
|
|
|
32,490
|
|
||
|
Interest expense, net (1)
|
(20,001
|
)
|
|
(10,477
|
)
|
||
|
Depreciation expense
|
(9,240
|
)
|
|
(11,902
|
)
|
||
|
Net income
|
$
|
96,865
|
|
|
$
|
38,029
|
|
|
(1)
|
Amount for 2016 includes charges for prepayment penalties and write-offs of deferred financing costs of
$10,864
.
|
|
•
|
Avalon Hoboken, located in Hoboken, NJ. Avalon Hoboken contains
217
apartment homes and was acquired for a purchase price of
$129,700,000
. In conjunction with the acquisition, the Company assumed a fixed rate secured mortgage note with a principal balance of
$67,904,000
and a contractual interest rate of
4.18%
maturing in
December 2020
.
|
|
•
|
Avalon Potomac Yard, located in Alexandria, VA. Avalon Potomac Yard contains
323
apartment homes and was acquired for a purchase price of
$108,250,000
.
|
|
•
|
Eaves Trumbull, located in Trumbull, CT, containing
340
homes, was sold for
$70,250,000
. The Company's gain in accordance with GAAP on the disposition was
$51,430,000
, reported in gain on sale of communities on the accompanying Condensed Consolidated Statements of Comprehensive Income. The sale of Eaves Trumbull is part of a tax deferred exchange under which the Company has restricted the cash proceeds, maintaining them in an escrow account, classified as cash in escrow on the accompanying Condensed Consolidated Balance Sheet. These proceeds will be available to the Company as unrestricted cash and cash equivalents by the third quarter of 2016.
|
|
|
For the three months ended
|
||||||
|
|
3/31/2016
|
|
3/31/2015
|
||||
|
Net income
|
$
|
237,877
|
|
|
$
|
208,053
|
|
|
Indirect operating expenses, net of corporate income
|
16,537
|
|
|
15,399
|
|
||
|
Investments and investment management expense
|
1,145
|
|
|
1,034
|
|
||
|
Expensed acquisition, development and other pursuit costs, net of recoveries
|
3,462
|
|
|
1,187
|
|
||
|
Interest expense, net
|
43,410
|
|
|
45,573
|
|
||
|
General and administrative expense
|
11,404
|
|
|
10,468
|
|
||
|
Equity in income of unconsolidated real estate entities
|
(27,969
|
)
|
|
(34,566
|
)
|
||
|
Depreciation expense
|
127,216
|
|
|
116,853
|
|
||
|
Income tax expense
|
37
|
|
|
15
|
|
||
|
Casualty and impairment (gain) loss, net
|
(2,202
|
)
|
|
5,788
|
|
||
|
Gain on sale of real estate assets
|
(51,430
|
)
|
|
(70,958
|
)
|
||
|
Net operating income from real estate assets sold or held for sale (1)
|
(721
|
)
|
|
(3,219
|
)
|
||
|
Net operating income
|
$
|
358,766
|
|
|
$
|
295,627
|
|
|
(1)
|
Represents NOI from real estate assets sold or held for sale that are not otherwise classified as discontinued operations.
|
|
|
For the three months ended
|
||||||
|
|
3/31/2016
|
|
3/31/2015
|
||||
|
|
|
|
|
||||
|
Rental income from real estate assets sold or held for sale
|
$
|
1,193
|
|
|
$
|
5,398
|
|
|
Operating expenses from real estate assets sold or held for sale
|
(472
|
)
|
|
(2,179
|
)
|
||
|
Net operating income from real estate assets sold or held for sale
|
$
|
721
|
|
|
$
|
3,219
|
|
|
|
For the three months ended
|
|
|
|||||||||||
|
|
Total
revenue
|
|
NOI
|
|
% NOI change from prior year
|
|
Gross
real estate (1)
|
|||||||
|
For the period ended March 31, 2016
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|||||||
|
Established
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
New England
|
$
|
58,414
|
|
|
$
|
37,270
|
|
|
15.9
|
%
|
|
$
|
1,860,863
|
|
|
Metro NY/NJ
|
87,789
|
|
|
59,764
|
|
|
3.2
|
%
|
|
2,883,958
|
|
|||
|
Mid-Atlantic
|
57,530
|
|
|
40,063
|
|
|
1.3
|
%
|
|
2,330,106
|
|
|||
|
Pacific Northwest
|
21,583
|
|
|
15,745
|
|
|
6.7
|
%
|
|
795,228
|
|
|||
|
Northern California
|
78,452
|
|
|
60,248
|
|
|
11.5
|
%
|
|
2,651,741
|
|
|||
|
Southern California
|
71,257
|
|
|
51,041
|
|
|
9.8
|
%
|
|
2,633,553
|
|
|||
|
Total Established
|
375,025
|
|
|
264,131
|
|
|
7.9
|
%
|
|
13,155,449
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Other Stabilized (2)
|
77,505
|
|
|
59,308
|
|
|
N/A
|
|
|
2,196,700
|
|
|||
|
Development / Redevelopment
|
53,251
|
|
|
35,327
|
|
|
N/A
|
|
|
3,802,952
|
|
|||
|
Land Held for Future Development
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
477,072
|
|
|||
|
Non-allocated (3)
|
1,524
|
|
|
N/A
|
|
|
N/A
|
|
|
89,056
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Total
|
$
|
507,305
|
|
|
$
|
358,766
|
|
|
21.4
|
%
|
|
$
|
19,721,229
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
For the period ended March 31, 2015
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|||||||
|
Established
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
New England
|
$
|
46,034
|
|
|
$
|
26,800
|
|
|
(3.8
|
)%
|
|
$
|
1,429,727
|
|
|
Metro NY/NJ
|
93,183
|
|
|
64,366
|
|
|
2.8
|
%
|
|
3,141,136
|
|
|||
|
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
|
337,249
|
|
|
233,821
|
|
|
5.3
|
%
|
|
12,366,686
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Other Stabilized
|
54,083
|
|
|
34,818
|
|
|
N/A
|
|
|
2,100,918
|
|
|||
|
Development / Redevelopment
|
43,026
|
|
|
26,988
|
|
|
N/A
|
|
|
3,147,624
|
|
|||
|
Land Held for Future Development
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
529,069
|
|
|||
|
Non-allocated (3)
|
2,611
|
|
|
N/A
|
|
|
N/A
|
|
|
29,217
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Total
|
$
|
436,969
|
|
|
$
|
295,627
|
|
|
13.4
|
%
|
|
$
|
18,173,514
|
|
|
(1)
|
Does not include gross real estate assets held for sale of
$20,341
and
$201,829
as of
March 31, 2016
and
2015
, respectively.
|
|
(2)
|
Total revenue and NOI for the three months ended
March 31, 2016
includes
$20,306
in business interruption insurance proceeds.
|
|
(3)
|
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, 2015
|
|
249,178
|
|
|
$
|
122.17
|
|
|
82,195
|
|
|
$
|
103.27
|
|
|
Exercised
|
|
(6,660
|
)
|
|
126.99
|
|
|
(7,870
|
)
|
|
100.36
|
|
||
|
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Options Outstanding, March 31, 2016
|
|
242,518
|
|
|
$
|
122.04
|
|
|
74,325
|
|
|
$
|
103.57
|
|
|
Options Exercisable, March 31, 2016
|
|
242,518
|
|
|
$
|
122.04
|
|
|
74,325
|
|
|
$
|
103.57
|
|
|
|
|
Performance awards
|
|
Weighted average grant date fair value per award
|
|||
|
Outstanding at December 31, 2015
|
|
238,266
|
|
|
$
|
119.65
|
|
|
Granted (1)
|
|
93,031
|
|
|
141.88
|
|
|
|
Change in awards based on performance (2)
|
|
36,091
|
|
|
91.57
|
|
|
|
Converted to restricted stock
|
|
(115,618
|
)
|
|
91.57
|
|
|
|
Forfeited
|
|
(494
|
)
|
|
151.82
|
|
|
|
Outstanding at March 31, 2016
|
|
251,276
|
|
|
$
|
136.71
|
|
|
(1)
|
The amount of restricted stock ultimately earned is based on the total shareholder return metrics related to the Company’s common stock for
60,229
performance awards and financial metrics related to operating performance and leverage metrics of the Company for
32,802
performance awards.
|
|
(2)
|
Represents the change in the number of performance awards earned based on performance achievement.
|
|
|
|
2016
|
|
Dividend yield
|
|
3.3%
|
|
Estimated volatility over the life of the plan (1)
|
|
15.2% - 22.8%
|
|
Risk free rate
|
|
0.44% - 0.88%
|
|
Estimated performance award value based on total shareholder return measure
|
|
$131.24
|
|
(1)
|
Estimated volatility over the life of the plan is using
50%
historical volatility and
50%
implied volatility.
|
|
|
|
Restricted stock shares
|
|
Restricted stock shares weighted average grant date fair value per share
|
|
Restricted stock shares converted from performance awards
|
||||
|
Outstanding at December 31, 2015
|
|
147,884
|
|
|
$
|
146.21
|
|
|
98,347
|
|
|
Granted
|
|
77,553
|
|
|
161.56
|
|
|
115,618
|
|
|
|
Vested
|
|
(79,408
|
)
|
|
140.65
|
|
|
(36,505
|
)
|
|
|
Forfeited
|
|
(499
|
)
|
|
152.87
|
|
|
—
|
|
|
|
Outstanding at March 31, 2016
|
|
145,530
|
|
|
$
|
157.40
|
|
|
177,460
|
|
|
|
Non-designated
Hedges
Interest Rate Caps
|
|
Cash Flow
Hedges
Interest Rate Caps
|
|
Cash Flow
Hedges
Interest Rate Swaps
|
||||||
|
|
|
|
|
|
|
||||||
|
Notional balance
|
$
|
724,700
|
|
|
$
|
36,525
|
|
|
$
|
1,050,000
|
|
|
Weighted average interest rate (1)
|
1.9
|
%
|
|
2.7
|
%
|
|
N/A
|
|
|||
|
Weighted average swapped/capped interest rate
|
5.8
|
%
|
|
5.9
|
%
|
|
2.3
|
%
|
|||
|
Earliest maturity date
|
Jul 2016
|
|
|
Apr 2019
|
|
|
May 2016
|
|
|||
|
Latest maturity date
|
Feb 2021
|
|
|
Apr 2019
|
|
|
Nov 2017
|
|
|||
|
(1)
|
For interest rate caps, represents the weighted average interest rate on the hedged debt.
|
|
|
|
|
|
Quoted Prices
in Active
Markets for
|
|
Significant
Other
Observable
|
|
Significant
Unobservable
|
||||||||
|
|
|
|
|
Identical Assets
|
|
Inputs
|
|
Inputs
|
||||||||
|
Description
|
|
Total Fair Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
|
3/31/2016
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Non-Designated Hedges
|
|
|
|
|
|
|
|
|
||||||||
|
Interest Rate Caps
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
||||||||
|
Interest Rate Caps
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
|
Interest Rate Swaps
|
|
(42,384
|
)
|
|
—
|
|
|
(42,384
|
)
|
|
—
|
|
||||
|
Puts
|
|
(8,265
|
)
|
|
—
|
|
|
—
|
|
|
(8,265
|
)
|
||||
|
DownREIT units
|
|
(1,427
|
)
|
|
(1,427
|
)
|
|
—
|
|
|
—
|
|
||||
|
Indebtedness
|
|
|
|
|
|
|
|
|
||||||||
|
Unsecured notes
|
|
(3,717,986
|
)
|
|
(3,717,986
|
)
|
|
—
|
|
|
—
|
|
||||
|
Mortgage notes payable and unsecured term loan
|
|
(2,757,911
|
)
|
|
—
|
|
|
(2,757,911
|
)
|
|
—
|
|
||||
|
Total
|
|
$
|
(6,527,908
|
)
|
|
$
|
(3,719,413
|
)
|
|
$
|
(2,800,230
|
)
|
|
$
|
(8,265
|
)
|
|
|
|
12/31/2015
|
||||||||||||||
|
Non-Designated Hedges
|
|
|
|
|
|
|
|
|
||||||||
|
Interest Rate Caps
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
||||||||
|
Interest Rate Caps
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
|
Interest Rate Swaps
|
|
5,422
|
|
|
—
|
|
|
5,422
|
|
|
—
|
|
||||
|
Puts
|
|
(8,181
|
)
|
|
—
|
|
|
—
|
|
|
(8,181
|
)
|
||||
|
DownREIT units
|
|
(1,381
|
)
|
|
(1,381
|
)
|
|
—
|
|
|
—
|
|
||||
|
Indebtedness
|
|
|
|
|
|
|
|
|
||||||||
|
Unsecured notes
|
|
(3,668,417
|
)
|
|
(3,668,417
|
)
|
|
—
|
|
|
—
|
|
||||
|
Mortgage notes payable and unsecured term loan
|
|
(2,700,341
|
)
|
|
—
|
|
|
(2,700,341
|
)
|
|
—
|
|
||||
|
Total
|
|
$
|
(6,372,867
|
)
|
|
$
|
(3,669,798
|
)
|
|
$
|
(2,694,888
|
)
|
|
$
|
(8,181
|
)
|
|
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, 2016
was
$237,931,000
, an increase of
$29,787,000
, or
14.3%
, as compared to the prior year period. The increase is primarily attributable to an increase in NOI from newly developed and existing operating communities, which includes business interruption insurance proceeds, and a net casualty and impairment gain from insurance proceeds from the Edgewater casualty loss in excess of land impairments, partially offset by a decrease in real estate sales and related gains.
|
|
•
|
Established Communities NOI for the
three months ended March 31, 2016
increased by
$19,303,000
, or
7.9%
, over the prior year period. This increase was driven by an increase in rental revenue of
5.5%
, partially offset by an increase in operating expenses of
0.1%
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, 2016
and
2015
, the Established Communities are communities that are consolidated for financial reporting purposes, had stabilized occupancy as of January 1, 2015, 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 and that are consolidated for financial reporting purposes, 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 consolidated communities where construction has been complete for less than
one
year and where physical occupancy has not reached
95%
.
|
|
•
|
Redevelopment Communities
are consolidated 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.
|
|
•
|
Unconsolidated Communities
are communities that we have an indirect ownership interest in through our investment interest in an unconsolidated joint venture, and that have stabilized occupancy, as defined above.
|
|
|
|
Number of
communities
|
|
Number of
apartment homes
|
||
|
|
|
|
|
|
||
|
Current Communities
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Established Communities:
|
|
|
|
|
|
|
|
New England
|
|
40
|
|
|
9,010
|
|
|
Metro NY/NJ
|
|
35
|
|
|
10,830
|
|
|
Mid-Atlantic
|
|
27
|
|
|
9,575
|
|
|
Pacific Northwest
|
|
15
|
|
|
3,727
|
|
|
Northern California
|
|
33
|
|
|
9,987
|
|
|
Southern California
|
|
42
|
|
|
11,931
|
|
|
Total Established
|
|
192
|
|
|
55,060
|
|
|
|
|
|
|
|
||
|
Other Stabilized Communities:
|
|
|
|
|
|
|
|
New England
|
|
4
|
|
|
841
|
|
|
Metro NY/NJ
|
|
10
|
|
|
3,137
|
|
|
Mid-Atlantic
|
|
3
|
|
|
1,038
|
|
|
Pacific Northwest
|
|
1
|
|
|
367
|
|
|
Northern California
|
|
4
|
|
|
850
|
|
|
Southern California
|
|
6
|
|
|
2,747
|
|
|
Non Core
|
|
3
|
|
|
1,014
|
|
|
Total Other Stabilized
|
|
31
|
|
|
9,994
|
|
|
|
|
|
|
|
||
|
Lease-Up Communities
|
|
7
|
|
|
1,884
|
|
|
|
|
|
|
|
||
|
Redevelopment Communities
|
|
11
|
|
|
3,429
|
|
|
|
|
|
|
|
||
|
Unconsolidated Communities
|
|
17
|
|
|
5,012
|
|
|
|
|
|
|
|
||
|
Total Current Communities
|
|
258
|
|
|
75,379
|
|
|
|
|
|
|
|
||
|
Development Communities
|
|
24
|
|
|
7,670
|
|
|
|
|
|
|
|
||
|
Total Communities
|
|
282
|
|
|
83,049
|
|
|
|
|
|
|
|
||
|
Development Rights
|
|
30
|
|
|
9,745
|
|
|
|
For the three months ended
|
|||||||||||||
|
|
3/31/2016
|
|
3/31/2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Rental and other income
|
$
|
506,974
|
|
|
$
|
439,756
|
|
|
$
|
67,218
|
|
|
15.3
|
%
|
|
Management, development and other fees
|
1,524
|
|
|
2,611
|
|
|
(1,087
|
)
|
|
(41.6
|
)%
|
|||
|
Total revenue
|
508,498
|
|
|
442,367
|
|
|
66,131
|
|
|
14.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Direct property operating expenses, excluding property taxes
|
97,387
|
|
|
93,723
|
|
|
3,664
|
|
|
3.9
|
%
|
|||
|
Property taxes
|
50,067
|
|
|
47,177
|
|
|
2,890
|
|
|
6.1
|
%
|
|||
|
Total community operating expenses
|
147,454
|
|
|
140,900
|
|
|
6,554
|
|
|
4.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Corporate-level property management and other indirect operating expenses
|
18,094
|
|
|
18,020
|
|
|
74
|
|
|
0.4
|
%
|
|||
|
Investments and investment management expense
|
1,145
|
|
|
1,034
|
|
|
111
|
|
|
10.7
|
%
|
|||
|
Expensed acquisition, development and other pursuit costs, net of recoveries
|
3,462
|
|
|
1,187
|
|
|
2,275
|
|
|
191.7
|
%
|
|||
|
Interest expense, net
|
43,410
|
|
|
45,573
|
|
|
(2,163
|
)
|
|
(4.7
|
)%
|
|||
|
Depreciation expense
|
127,216
|
|
|
116,853
|
|
|
10,363
|
|
|
8.9
|
%
|
|||
|
General and administrative expense
|
11,404
|
|
|
10,468
|
|
|
936
|
|
|
8.9
|
%
|
|||
|
Casualty and impairment (gain) loss, net
|
(2,202
|
)
|
|
5,788
|
|
|
(7,990
|
)
|
|
N/A (1)
|
|
|||
|
Total other expenses
|
202,529
|
|
|
198,923
|
|
|
3,606
|
|
|
1.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Equity in income of unconsolidated real estate entities
|
27,969
|
|
|
34,566
|
|
|
(6,597
|
)
|
|
(19.1
|
)%
|
|||
|
Gain on sale of real estate
|
—
|
|
|
22
|
|
|
(22
|
)
|
|
(100.0
|
)%
|
|||
|
Gain on sale of communities
|
51,430
|
|
|
70,936
|
|
|
(19,506
|
)
|
|
(27.5
|
)%
|
|||
|
Income before taxes
|
237,914
|
|
|
208,068
|
|
|
29,846
|
|
|
14.3
|
%
|
|||
|
Income tax expense
|
37
|
|
|
15
|
|
|
22
|
|
|
146.7
|
%
|
|||
|
Net income
|
237,877
|
|
|
208,053
|
|
|
29,824
|
|
|
14.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Net loss attributable to noncontrolling interests
|
54
|
|
|
91
|
|
|
(37
|
)
|
|
(40.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Net income attributable to common stockholders
|
$
|
237,931
|
|
|
$
|
208,144
|
|
|
$
|
29,787
|
|
|
14.3
|
%
|
|
(1)
|
Percent change is not meaningful.
|
|
|
For the three months ended
|
||||||
|
|
3/31/2016
|
|
3/31/2015
|
||||
|
|
|
|
|
||||
|
Net income
|
$
|
237,877
|
|
|
$
|
208,053
|
|
|
Indirect operating expenses, net of corporate income
|
16,537
|
|
|
15,399
|
|
||
|
Investments and investment management expense
|
1,145
|
|
|
1,034
|
|
||
|
Expensed acquisition, development and other pursuit costs, net of recoveries
|
3,462
|
|
|
1,187
|
|
||
|
Interest expense, net
|
43,410
|
|
|
45,573
|
|
||
|
General and administrative expense
|
11,404
|
|
|
10,468
|
|
||
|
Equity in income of unconsolidated real estate entities
|
(27,969
|
)
|
|
(34,566
|
)
|
||
|
Depreciation expense
|
127,216
|
|
|
116,853
|
|
||
|
Income tax expense
|
37
|
|
|
15
|
|
||
|
Casualty and impairment (gain) loss, net
|
(2,202
|
)
|
|
5,788
|
|
||
|
Gain on sale of real estate assets
|
(51,430
|
)
|
|
(70,958
|
)
|
||
|
Net operating income from real estate assets sold or held for sale (1)
|
(721
|
)
|
|
(3,219
|
)
|
||
|
Net operating income
|
$
|
358,766
|
|
|
$
|
295,627
|
|
|
|
For the three months ended
|
||
|
|
3/31/2016
|
||
|
|
|
|
|
|
Established Communities
|
$
|
19,303
|
|
|
Other Stabilized Communities (1)
|
34,443
|
|
|
|
Development and Redevelopment Communities
|
9,393
|
|
|
|
Total
|
$
|
63,139
|
|
|
|
|
For the three months ended
|
||||||
|
|
|
3/31/2016
|
|
3/31/2015
|
||||
|
|
|
|
|
|
||||
|
Rental revenue (GAAP basis)
|
|
$
|
374,823
|
|
|
$
|
355,414
|
|
|
Concessions amortized
|
|
187
|
|
|
1,019
|
|
||
|
Concessions granted
|
|
(204
|
)
|
|
(482
|
)
|
||
|
|
|
|
|
|
||||
|
Rental revenue adjusted to state concessions on a cash basis
|
|
$
|
374,806
|
|
|
$
|
355,951
|
|
|
|
|
|
|
|
||||
|
Year-over-year % change — GAAP revenue
|
|
|
|
|
5.5
|
%
|
||
|
|
|
|
|
|
||||
|
Year-over-year % change — cash concession based revenue
|
|
|
|
|
5.3
|
%
|
||
|
•
|
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.
|
|
•
|
joint venture gains, costs, and promoted interests;
|
|
•
|
casualty and impairment (gain) loss, net;
|
|
•
|
early extinguishment of consolidated borrowings;
|
|
•
|
acquisition costs and abandoned pursuits;
|
|
•
|
business interruption insurance proceeds and legal settlements;
|
|
•
|
severance related costs; and
|
|
•
|
other non-core items.
|
|
|
For the three months ended
|
||||||
|
|
3/31/2016
|
|
3/31/2015
|
||||
|
|
|
|
|
||||
|
Net income attributable to common stockholders
|
$
|
237,931
|
|
|
$
|
208,144
|
|
|
Depreciation - real estate assets, including discontinued operations and joint venture adjustments
|
127,701
|
|
|
118,320
|
|
||
|
Distributions to noncontrolling interests, including discontinued operations
|
10
|
|
|
9
|
|
||
|
Gain on sale of unconsolidated entities holding previously depreciated real estate assets
|
(29,625
|
)
|
|
(9,155
|
)
|
||
|
Gain on sale of previously depreciated real estate assets
|
(51,430
|
)
|
|
(70,936
|
)
|
||
|
Impairment due to casualty loss
|
—
|
|
|
4,195
|
|
||
|
FFO attributable to common stockholders
|
$
|
284,587
|
|
|
$
|
250,577
|
|
|
|
|
|
|
||||
|
Weighted average common shares outstanding - diluted
|
137,383,044
|
|
|
133,175,773
|
|
||
|
EPS per common share - diluted
|
$
|
1.73
|
|
|
$
|
1.56
|
|
|
FFO per common share - diluted
|
$
|
2.07
|
|
|
$
|
1.88
|
|
|
|
|
|
|
||||
|
FFO attributable to common stockholders
|
284,587
|
|
|
250,577
|
|
||
|
Joint venture losses (gains) (1)
|
4,994
|
|
|
(2,002
|
)
|
||
|
Business interruption insurance proceeds (2)
|
(20,334
|
)
|
|
(87
|
)
|
||
|
Casualty and impairment (gain) loss, net (3)
|
(2,202
|
)
|
|
1,593
|
|
||
|
Lost NOI from casualty losses (4)
|
1,870
|
|
|
1,647
|
|
||
|
Acquisition costs
|
1,101
|
|
|
878
|
|
||
|
Severance related costs
|
585
|
|
|
1,648
|
|
||
|
Development pursuit and other write-offs
|
433
|
|
|
98
|
|
||
|
Joint venture promote (5)
|
—
|
|
|
(20,680
|
)
|
||
|
Gain on sale of real estate
|
—
|
|
|
(22
|
)
|
||
|
Core FFO attributable to common stockholders
|
$
|
271,034
|
|
|
$
|
233,650
|
|
|
|
|
|
|
||||
|
Core FFO per common share - diluted
|
$
|
1.97
|
|
|
$
|
1.75
|
|
|
(1)
|
Amount for the
three
months ended
March 31, 2016
is primarily composed of our proportionate share of yield maintenance charges incurred for the early repayment of debt associated with disposition activity, and amounts for the non-cash write-off of asset management fee intangibles primarily associated with the disposition of communities in the U.S. Fund. Amount for the
three
months ended
March 31, 2015
is primarily composed of our proportionate share of gains and operating results for joint ventures formed with Equity Residential as part of the Archstone acquisition.
|
|
(2)
|
Amount for the
three
months ended
March 31, 2016
is composed primarily of business interruption insurance proceeds resulting from the final insurance settlement of the Edgewater casualty loss.
|
|
(3)
|
Amount for the
three
months ended
March 31, 2016
is primarily composed of property damage insurance proceeds from the final insurance settlement for the Edgewater casualty loss, partially offset by an impairment charge for two undeveloped land parcels. Amount for the
three
months ended
March 31, 2015
is primarily composed of costs from the Edgewater casualty loss, partially offset by insurance proceeds.
|
|
(4)
|
Amounts for the
three
months ended
March 31, 2016
and
2015
primarily relate to lost NOI resulting from the Edgewater casualty loss for which business interruption insurance proceeds were received.
|
|
(5)
|
Amount for
three
months ended
March 31, 2015
is for the modification of the joint venture agreement for the entity that owns Avalon at Mission Bay II to eliminate our promoted interest in future distributions.
|
|
|
For the three months ended
|
||||||
|
|
3/31/2016
|
|
3/31/2015
|
||||
|
Net cash provided by operating activities
|
$
|
277,782
|
|
|
$
|
236,380
|
|
|
Net cash used in investing activities
|
$
|
(384,727
|
)
|
|
$
|
(442,199
|
)
|
|
Net cash used in financing activities
|
$
|
(196,021
|
)
|
|
$
|
(107,529
|
)
|
|
•
|
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 and corporate overhead expenses.
|
|
•
|
we invested approximately
$266,588,000
in the development and redevelopment of communities;
|
|
•
|
we acquired two operating communities for
$170,022,000
;
|
|
•
|
we restricted the sale proceeds of
$69,227,000
from the sale of Eaves Trumbull which is part of a tax deferred exchange; and
|
|
•
|
we had capital expenditures of
$14,882,000
for our operating communities and non-real estate assets.
|
|
•
|
net proceeds from the disposition of Eaves Trumbull of
$68,709,000
; and
|
|
•
|
net distributions from unconsolidated real estate entities in the amount of
$57,739,000
.
|
|
•
|
payment of cash dividends in the amount of
$171,151,000
; and
|
|
•
|
repayment of secured notes in the amount of
$19,682,000
.
|
|
•
|
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 2016, in conjunction with the disposition of Eaves Trumbull, Avalon at Stratford was substituted as collateral for the outstanding fixed rate mortgage note secured by Eaves Trumbull.
|
|
•
|
In January 2016, in conjunction with the acquisition of Avalon Hoboken, we assumed a fixed rate secured mortgage note with a principal balance of
$67,904,000
and a contractual interest rate of
4.18%
maturing in
December 2020
.
|
|
•
|
In February 2016, we repaid the
$16,212,000
fixed rate mortgage note secured by Archstone Lexington, with an effective interest rate of
3.32%
at par and without penalty in advance of its
March 2016
maturity date. Upon repayment, Archstone Lexington was substituted as collateral for the outstanding fixed rate mortgage note secured by Avalon Walnut Ridge I.
|
|
|
|
All-In
interest rate (1) |
|
Principal
maturity date |
|
Balance Outstanding
|
|
Scheduled Maturities
|
|||||||||||||||||||||||||||||
|
Community
|
|
|
|
12/31/2015
|
|
3/31/2016
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|||||||||||||||||||
|
Tax-exempt bonds (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fixed rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Avalon Oaks West
|
|
7.54
|
%
|
|
Apr-2043
|
|
15,649
|
|
|
15,598
|
|
|
160
|
|
|
225
|
|
|
241
|
|
|
257
|
|
|
275
|
|
|
14,440
|
|
||||||||
|
Avalon at Chestnut Hill
|
|
6.16
|
%
|
|
Oct-2047
|
|
39,088
|
|
|
38,970
|
|
|
364
|
|
|
509
|
|
|
536
|
|
|
566
|
|
|
596
|
|
|
36,399
|
|
||||||||
|
Avalon Westbury
|
|
4.13
|
%
|
|
Nov-2036
|
(3)
|
62,200
|
|
|
62,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,200
|
|
||||||||
|
|
|
|
|
|
|
|
116,937
|
|
|
116,768
|
|
|
524
|
|
|
734
|
|
|
777
|
|
|
823
|
|
|
871
|
|
|
113,039
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Variable rate (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Avalon at Mountain View
|
|
1.07
|
%
|
|
Feb-2017
|
(5)
|
17,700
|
|
|
17,600
|
|
|
—
|
|
|
17,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Eaves Mission Viejo
|
|
1.32
|
%
|
|
Jun-2025
|
(5)
|
7,635
|
|
|
7,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,635
|
|
||||||||
|
AVA Nob Hill
|
|
1.23
|
%
|
|
Jun-2025
|
(5)
|
20,800
|
|
|
20,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,800
|
|
||||||||
|
Avalon Campbell
|
|
1.56
|
%
|
|
Jun-2025
|
(5)
|
38,800
|
|
|
38,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,800
|
|
||||||||
|
Eaves Pacifica
|
|
1.58
|
%
|
|
Jun-2025
|
(5)
|
17,600
|
|
|
17,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,600
|
|
||||||||
|
Avalon Bowery Place
|
|
3.07
|
%
|
|
Nov-2037
|
(5)
|
93,800
|
|
|
93,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,800
|
|
||||||||
|
Avalon Acton
|
|
1.79
|
%
|
|
Jul-2040
|
(5)
|
45,000
|
|
|
45,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,000
|
|
||||||||
|
Avalon Walnut Creek
|
|
1.50
|
%
|
|
Mar-2046
|
(3)(6)
|
116,000
|
|
|
116,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,000
|
|
||||||||
|
Avalon Walnut Creek
|
|
1.50
|
%
|
|
Mar-2046
|
(3)(6)
|
10,000
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
||||||||
|
Avalon Morningside Park
|
|
1.71
|
%
|
|
May-2046
|
(3)
|
100,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
||||||||
|
Avalon Clinton North
|
|
1.73
|
%
|
|
Nov-2038
|
(5)
|
147,000
|
|
|
147,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,000
|
|
||||||||
|
Avalon Clinton South
|
|
1.73
|
%
|
|
Nov-2038
|
(5)
|
121,500
|
|
|
121,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,500
|
|
||||||||
|
Avalon Midtown West
|
|
1.64
|
%
|
|
May-2029
|
(5)
|
100,500
|
|
|
100,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,500
|
|
||||||||
|
Avalon San Bruno
|
|
1.62
|
%
|
|
Dec-2037
|
(5)
|
64,450
|
|
|
64,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,450
|
|
||||||||
|
Avalon Calabasas
|
|
1.79
|
%
|
|
Apr-2028
|
(5)
|
44,410
|
|
|
44,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,410
|
|
||||||||
|
|
|
|
|
|
|
945,195
|
|
|
945,095
|
|
|
—
|
|
|
17,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
927,495
|
|
|||||||||
|
Conventional loans (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
||||||||
|
$525 Million unsecured notes
|
|
3.55
|
%
|
|
Jun-2025
|
|
525,000
|
|
|
525,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
525,000
|
|
||||||||
|
$300 Million unsecured notes
|
|
3.62
|
%
|
|
Nov-2025
|
|
300,000
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
||||||||
|
Avalon Orchards
|
|
7.79
|
%
|
|
Jul-2033
|
|
16,621
|
|
|
16,499
|
|
|
381
|
|
|
539
|
|
|
577
|
|
|
619
|
|
|
663
|
|
|
13,720
|
|
||||||||
|
Avalon Walnut Creek
|
|
4.30
|
%
|
|
Jul-2066
|
|
3,289
|
|
|
3,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,289
|
|
||||||||
|
Avalon Shrewsbury
|
|
5.92
|
%
|
|
May-2019
|
|
19,867
|
|
|
19,787
|
|
|
243
|
|
|
346
|
|
|
367
|
|
|
18,831
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon at Stratford
|
|
6.02
|
%
|
|
May-2019
|
(7)
|
38,852
|
|
|
38,694
|
|
|
473
|
|
|
676
|
|
|
717
|
|
|
36,828
|
|
|
—
|
|
|
—
|
|
||||||||
|
AVA Belltown
|
|
6.00
|
%
|
|
May-2019
|
|
61,769
|
|
|
61,519
|
|
|
753
|
|
|
1,075
|
|
|
1,140
|
|
|
58,551
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon at Freehold
|
|
5.95
|
%
|
|
May-2019
|
|
34,441
|
|
|
34,302
|
|
|
420
|
|
|
599
|
|
|
636
|
|
|
32,647
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Run East
|
|
5.95
|
%
|
|
May-2019
|
|
36,904
|
|
|
36,755
|
|
|
450
|
|
|
642
|
|
|
681
|
|
|
34,982
|
|
|
—
|
|
|
—
|
|
||||||||
|
Eaves Nanuet
|
|
6.07
|
%
|
|
May-2019
|
|
62,279
|
|
|
62,026
|
|
|
758
|
|
|
1,083
|
|
|
1,150
|
|
|
59,035
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon at Foxhall
|
|
6.06
|
%
|
|
May-2019
|
|
55,484
|
|
|
55,259
|
|
|
676
|
|
|
965
|
|
|
1,024
|
|
|
52,594
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon at Gallery Place
|
|
6.06
|
%
|
|
May-2019
|
|
43,110
|
|
|
42,935
|
|
|
525
|
|
|
750
|
|
|
796
|
|
|
40,864
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon at Traville
|
|
5.91
|
%
|
|
May-2019
|
|
73,057
|
|
|
72,761
|
|
|
890
|
|
|
1,271
|
|
|
1,348
|
|
|
69,252
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Bellevue
|
|
5.92
|
%
|
|
May-2019
|
|
25,103
|
|
|
25,001
|
|
|
306
|
|
|
437
|
|
|
463
|
|
|
23,795
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon on the Alameda
|
|
5.91
|
%
|
|
May-2019
|
|
50,754
|
|
|
50,549
|
|
|
619
|
|
|
883
|
|
|
937
|
|
|
48,110
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon at Mission Bay
|
|
5.90
|
%
|
|
May-2019
|
|
68,890
|
|
|
68,611
|
|
|
839
|
|
|
1,198
|
|
|
1,272
|
|
|
65,302
|
|
|
—
|
|
|
—
|
|
||||||||
|
AVA Pasadena
|
|
4.06
|
%
|
|
Jun-2018
|
|
11,489
|
|
|
11,438
|
|
|
151
|
|
|
213
|
|
|
11,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon La Jolla Colony
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
27,176
|
|
|
26,682
|
|
|
—
|
|
|
26,682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Eaves Old Town Pasadena
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
15,669
|
|
|
14,120
|
|
|
—
|
|
|
14,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Eaves Thousand Oaks
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
27,411
|
|
|
26,392
|
|
|
—
|
|
|
26,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Archstone Lexington
|
|
3.36
|
%
|
|
Nov-2017
|
(7)(8)
|
—
|
|
|
21,601
|
|
|
—
|
|
|
21,601
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Walnut Ridge I
|
|
3.36
|
%
|
|
Nov-2017
|
(7)
|
20,754
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Eaves Los Feliz
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
43,258
|
|
|
41,302
|
|
|
—
|
|
|
41,302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Oak Creek
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
85,288
|
|
|
69,696
|
|
|
—
|
|
|
69,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Del Mar Station
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
76,471
|
|
|
70,854
|
|
|
—
|
|
|
70,854
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Courthouse Place
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
140,332
|
|
|
118,112
|
|
|
—
|
|
|
118,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Pasadena
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
28,079
|
|
|
25,805
|
|
|
—
|
|
|
25,805
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Eaves West Valley
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
83,087
|
|
|
146,696
|
|
|
—
|
|
|
146,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Eaves Woodland Hills
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
104,694
|
|
|
98,732
|
|
|
—
|
|
|
98,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Russett
|
|
3.36
|
%
|
|
Nov-2017
|
(8)
|
39,972
|
|
|
32,199
|
|
|
—
|
|
|
32,199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon San Bruno II
|
|
3.85
|
%
|
|
Apr-2021
|
|
30,514
|
|
|
30,395
|
|
|
356
|
|
|
506
|
|
|
534
|
|
|
564
|
|
|
591
|
|
|
27,844
|
|
||||||||
|
Avalon Westbury
|
|
4.13
|
%
|
|
Nov-2036
|
(3)
|
18,975
|
|
|
18,675
|
|
|
929
|
|
|
1,293
|
|
|
1,358
|
|
|
1,426
|
|
|
1,499
|
|
|
12,170
|
|
||||||||
|
Archstone Lexington
|
|
3.32
|
%
|
|
Mar-2016
|
(9)
|
16,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon San Bruno III
|
|
3.17
|
%
|
|
Jun-2020
|
|
55,650
|
|
|
55,364
|
|
|
861
|
|
|
1,188
|
|
|
1,226
|
|
|
1,264
|
|
|
50,825
|
|
|
—
|
|
||||||||
|
Avalon Andover
|
|
3.29
|
%
|
|
Apr-2018
|
|
14,179
|
|
|
14,096
|
|
|
253
|
|
|
346
|
|
|
13,497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Natick
|
|
3.14
|
%
|
|
Apr-2019
|
|
14,499
|
|
|
14,418
|
|
|
248
|
|
|
339
|
|
|
349
|
|
|
13,482
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Hoboken
|
|
3.66
|
%
|
|
Dec-2020
|
(10)
|
—
|
|
|
67,904
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,904
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
5,019,172
|
|
|
5,067,468
|
|
|
260,131
|
|
|
956,540
|
|
|
39,146
|
|
|
558,146
|
|
|
771,482
|
|
|
2,482,023
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Variable rate (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Avalon Walnut Creek
|
|
1.88
|
%
|
|
Mar-2046
|
(3)(6)
|
8,500
|
|
|
8,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,500
|
|
||||||||
|
Avalon Calabasas
|
|
2.41
|
%
|
|
Aug-2018
|
(5)
|
54,756
|
|
|
54,478
|
|
|
874
|
|
|
1,225
|
|
|
52,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Avalon Natick
|
|
2.67
|
%
|
|
Apr-2019
|
(5)
|
36,731
|
|
|
36,525
|
|
|
627
|
|
|
858
|
|
|
884
|
|
|
34,156
|
|
|
—
|
|
|
—
|
|
||||||||
|
Term Loan
|
|
1.98
|
%
|
|
Mar-2021
|
|
300,000
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
||||||||
|
|
|
|
|
|
|
|
399,987
|
|
|
399,503
|
|
|
1,501
|
|
|
2,083
|
|
|
53,263
|
|
|
34,156
|
|
|
—
|
|
|
308,500
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Total indebtedness - excluding Credit Facility
|
|
|
|
|
|
|
$
|
6,481,291
|
|
|
$
|
6,528,834
|
|
|
$
|
262,156
|
|
|
$
|
976,957
|
|
|
$
|
93,186
|
|
|
$
|
593,125
|
|
|
$
|
772,353
|
|
|
$
|
3,831,057
|
|
|
(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)
|
Balances outstanding represent total amounts due at maturity, and exclude deferred financing costs, debt discount and basis adjustments associated with the hedged unsecured note of
$28,146
and
$29,326
as of
March 31, 2016
and
December 31, 2015
, respectively, and premium associated with secured notes, net of deferred financing costs, of
$1,892
and
$4,983
as of
March 31, 2016
and
December 31, 2015
, respectively, as reflected on our Condensed Consolidated Balance Sheets included elsewhere in this report.
|
|
(3)
|
Maturity date reflects the contractual maturity of the underlying bond. There is also an associated earlier credit enhancement maturity date.
|
|
(4)
|
Variable rates are given as of
March 31, 2016
.
|
|
(5)
|
Financed by variable rate debt, but interest rate is capped through an interest rate protection agreement.
|
|
(6)
|
In May 2016, we repaid this borrowing at par in advance of its maturity date.
|
|
(7)
|
Archstone Lexington was substituted as collateral for the outstanding borrowing secured by Avalon Walnut Ridge I.
|
|
(8)
|
In conjunction with the substitution of Archstone Lexington for Avalon Walnut Ridge I, the aggregate principal balance from the secured borrowing was reallocated between the communities serving as collateral.
|
|
(9)
|
In February 2016, we repaid this borrowing at par in advance of its maturity date, subsequently substituting the operating community as collateral for another borrowing as discussed in note (7).
|
|
(10)
|
This borrowing was assumed in conjunction with the acquisition of Avalon Hoboken in January 2016.
|
|
|
|
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
|
|
|
$
|
45,954
|
|
|
$
|
25,677
|
|
|
Fixed
|
|
3.64
|
%
|
|
Nov 2017
|
|
2. Eaves Gaithersburg - Gaithersburg, MD (4)
|
|
|
|
|
684
|
|
|
102,864
|
|
|
63,200
|
|
|
Fixed
|
|
5.42
|
%
|
|
Jan 2018
|
||
|
3. Eaves Tustin - Tustin, CA
|
|
|
|
|
628
|
|
|
101,600
|
|
|
59,100
|
|
|
Fixed
|
|
3.81
|
%
|
|
Oct 2017
|
||
|
4. Eaves Rockville - Rockville, MD
|
|
|
|
|
210
|
|
|
51,721
|
|
|
29,493
|
|
|
Fixed
|
|
4.26
|
%
|
|
Aug 2019
|
||
|
5. Avalon Watchung - Watchung, NJ
|
|
|
|
|
334
|
|
|
66,651
|
|
|
40,234
|
|
|
Fixed
|
|
3.37
|
%
|
|
Apr 2019
|
||
|
Total Fund II
|
|
31.3
|
%
|
|
2,204
|
|
|
368,790
|
|
|
217,704
|
|
|
|
|
4.24
|
%
|
|
|
||
|
U.S. Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
1. Eaves Sunnyvale - Sunnyvale, CA (4)
|
|
|
|
|
192
|
|
|
67,119
|
|
|
33,233
|
|
|
Fixed
|
|
5.33
|
%
|
|
Nov 2019
|
||
|
2. Avalon Studio 4041 - Studio City, CA
|
|
|
|
|
149
|
|
|
56,886
|
|
|
29,957
|
|
|
Fixed
|
|
3.34
|
%
|
|
Nov 2022
|
||
|
3. Avalon Marina Bay - Marina del Rey, CA (5)
|
|
|
|
|
205
|
|
|
77,146
|
|
|
51,300
|
|
|
Fixed
|
|
1.56
|
%
|
|
Dec 2020
|
||
|
4. Avalon Venice on Rose - Venice, CA
|
|
|
|
|
70
|
|
|
57,205
|
|
|
30,294
|
|
|
Fixed
|
|
3.28
|
%
|
|
Jun 2020
|
||
|
5. Avalon Station 250 - Dedham, MA
|
|
|
|
|
285
|
|
|
95,852
|
|
|
58,368
|
|
|
Fixed
|
|
3.73
|
%
|
|
Sep 2022
|
||
|
6.. Avalon Grosvenor Tower - Bethesda, MD
|
|
|
|
|
237
|
|
|
79,675
|
|
|
45,237
|
|
|
Fixed
|
|
3.74
|
%
|
|
Sep 2022
|
||
|
7. Avalon Kirkland at Carillon - Kirkland, WA
|
|
|
|
|
131
|
|
|
55,493
|
|
|
29,447
|
|
|
Fixed
|
|
3.75
|
%
|
|
Feb 2019
|
||
|
Total U.S. Fund
|
|
28.6
|
%
|
|
1,269
|
|
|
489,376
|
|
|
277,836
|
|
|
|
|
3.43
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
AC JV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
1. Avalon North Point - Cambridge, MA (6)
|
|
|
|
|
426
|
|
|
186,832
|
|
|
111,653
|
|
|
Fixed
|
|
6.00
|
%
|
|
Aug 2021
|
||
|
2. Avalon Woodland Park - Herndon, VA (6)
|
|
|
|
|
392
|
|
|
85,482
|
|
|
50,647
|
|
|
Fixed
|
|
6.00
|
%
|
|
Aug 2021
|
||
|
3. Avalon North Point Lofts - Cambridge, MA
|
|
|
|
103
|
|
|
26,809
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|||
|
Total AC JV
|
|
20.0
|
%
|
|
921
|
|
|
299,123
|
|
|
162,300
|
|
|
|
|
6.00
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Other Operating Joint Ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
1. MVP I, LLC
|
|
25.0
|
%
|
|
313
|
|
|
124,465
|
|
|
103,000
|
|
|
Fixed
|
|
3.24
|
%
|
|
Jul 2025
|
||
|
2. Brandywine Apartments of Maryland, LLC
|
|
28.7
|
%
|
|
305
|
|
|
18,495
|
|
|
23,705
|
|
|
Fixed
|
|
3.40
|
%
|
|
Jun 2028
|
||
|
Total Other Joint Ventures
|
|
|
|
618
|
|
|
142,960
|
|
|
126,705
|
|
|
|
|
3.27
|
%
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total Unconsolidated Investments
|
|
|
|
5,012
|
|
|
$
|
1,300,249
|
|
|
$
|
784,545
|
|
|
|
|
4.16
|
%
|
|
|
|
|
(1)
|
Represents total capitalized cost as of
March 31, 2016
.
|
|
(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, 2016
.
|
|
(4)
|
Borrowing on this community is comprised of two mortgage loans.
|
|
(5)
|
Borrowing on this community is a variable rate loan which has been converted to a 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.
|
|
|
Number of
apartment
homes
|
|
Projected total
capitalized cost (1)
($ millions)
|
|
Construction
start
|
|
Initial projected occupancy (2)
|
|
Estimated
completion
|
|
Estimated
stabilization (3)
|
|||||
|
1.
|
|
Avalon Willoughby Square/AVA DoBro
Brooklyn, NY
|
826
|
|
|
$
|
444.9
|
|
|
Q3 2013
|
|
Q4 2015
|
|
Q4 2016
|
|
Q3 2017
|
|
2.
|
|
AVA Capitol Hill
Seattle, WA
|
249
|
|
|
81.4
|
|
|
Q1 2014
|
|
Q4 2015
|
|
Q2 2016
|
|
Q4 2016
|
|
|
3.
|
|
Avalon Dublin Station II
Dublin, CA
|
252
|
|
|
84.6
|
|
|
Q2 2014
|
|
Q4 2015
|
|
Q3 2016
|
|
Q4 2016
|
|
|
4.
|
|
Avalon Union
Union, NJ
|
202
|
|
|
50.7
|
|
|
Q4 2014
|
|
Q4 2015
|
|
Q2 2016
|
|
Q4 2016
|
|
|
5.
|
|
Avalon Irvine III
Irvine, CA
|
156
|
|
|
55.0
|
|
|
Q2 2014
|
|
Q1 2016
|
|
Q2 2016
|
|
Q4 2016
|
|
|
6.
|
|
Avalon Huntington Beach
Huntington Beach, CA
|
378
|
|
|
120.3
|
|
|
Q2 2014
|
|
Q1 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
|
7.
|
|
Avalon Esterra Park
Redmond, WA
|
482
|
|
|
137.8
|
|
|
Q3 2014
|
|
Q1 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
|
8.
|
|
Avalon Laurel
Laurel, MD
|
344
|
|
|
72.4
|
|
|
Q2 2015
|
|
Q2 2016
|
|
Q1 2017
|
|
Q3 2017
|
|
|
9.
|
|
Avalon Alderwood II
Lynnwood, WA
|
124
|
|
|
26.5
|
|
|
Q1 2015
|
|
Q2 2016
|
|
Q3 2016
|
|
Q4 2016
|
|
|
10.
|
|
Avalon Hunt Valley
Hunt Valley, MD
|
332
|
|
|
74.0
|
|
|
Q1 2015
|
|
Q3 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
|
11.
|
|
Avalon Princeton
Princeton, NJ
|
280
|
|
|
95.5
|
|
|
Q4 2014
|
|
Q3 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
|
12.
|
|
Avalon Quincy
Quincy, MA
|
395
|
|
|
95.3
|
|
|
Q2 2015
|
|
Q3 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
|
13.
|
|
Avalon West Hollywood
West Hollywood, CA
|
294
|
|
|
151.7
|
|
|
Q2 2014
|
|
Q4 2016
|
|
Q3 2017
|
|
Q2 2018
|
|
|
14.
|
|
Avalon North Station
Boston, MA
|
503
|
|
|
257.9
|
|
|
Q3 2014
|
|
Q4 2016
|
|
Q4 2017
|
|
Q2 2018
|
|
|
15.
|
|
Avalon Great Neck
Great Neck, NY
|
191
|
|
|
78.9
|
|
|
Q2 2015
|
|
Q1 2017
|
|
Q2 2017
|
|
Q4 2017
|
|
|
16.
|
|
AVA NoMa
Washington, D.C.
|
438
|
|
|
148.3
|
|
|
Q2 2015
|
|
Q2 2017
|
|
Q1 2018
|
|
Q3 2018
|
|
|
17
|
|
Avalon Newcastle I
Newcastle, WA
|
378
|
|
|
110.1
|
|
|
Q3 2015
|
|
Q4 2016
|
|
Q4 2017
|
|
Q2 2018
|
|
|
18.
|
|
Avalon Chino Hills
Chino Hills, CA
|
331
|
|
|
96.9
|
|
|
Q3 2015
|
|
Q4 2016
|
|
Q4 2017
|
|
Q2 2018
|
|
|
19.
|
|
Avalon Sheepshead Bay (4)
Brooklyn, NY
|
180
|
|
|
86.4
|
|
|
Q3 2015
|
|
Q3 2017
|
|
Q4 2017
|
|
Q2 2018
|
|
|
20.
|
|
Avalon Maplewood
Maplewood, NJ
|
235
|
|
|
66.3
|
|
|
Q4 2015
|
|
Q3 2017
|
|
Q1 2018
|
|
Q3 2018
|
|
|
21.
|
|
Avalon Rockville Centre II
Rockville Centre, NY
|
165
|
|
|
57.8
|
|
|
Q4 2015
|
|
Q3 2017
|
|
Q4 2017
|
|
Q2 2018
|
|
|
22.
|
|
AVA Wheaton
Wheaton, MD
|
319
|
|
|
75.6
|
|
|
Q4 2015
|
|
Q2 2017
|
|
Q1 2018
|
|
Q3 2018
|
|
|
23.
|
|
Avalon Dogpatch
San Francisco, CA
|
326
|
|
|
203.4
|
|
|
Q4 2015
|
|
Q4 2017
|
|
Q3 2018
|
|
Q1 2019
|
|
|
24.
|
|
Avalon Easton
Easton, MA
|
290
|
|
|
64.0
|
|
|
Q1 2016
|
|
Q2 2017
|
|
Q1 2018
|
|
Q3 2018
|
|
|
|
|
Total
|
7,670
|
|
|
$
|
2,735.7
|
|
|
|
|
|
|
|
|
|
|
(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)
|
We are developing this project with a private development partner. We will own the rental portion of the development on floors 3 through19 and the partner will own the for-sale condominium portion on floors 20 through 30 of the development. The information above represents only our portion of the project. We are providing a construction loan to the development partner, expected to be $48,800,000, which together with the partner's contributed equity is expected to fund the condominium portion of the project.
|
|
|
Number of
apartment homes |
|
Total capitalized
cost (1)
($ millions) |
|
Approximate rentable area
(sq. ft.)
|
|
Total capitalized cost per sq. ft.
|
||||||||
|
1.
|
|
Avalon Falls Church
Falls Church, VA
|
384
|
|
|
$
|
106.3
|
|
|
396,536
|
|
|
$
|
268
|
|
|
2.
|
|
Avalon Glendora
Glendora, CA
|
280
|
|
|
83.5
|
|
|
266,226
|
|
|
$
|
314
|
|
|
|
3.
|
|
Avalon Green III
Elmsford, NY
|
68
|
|
|
22.3
|
|
|
77,722
|
|
|
$
|
287
|
|
|
|
|
|
Total
|
732
|
|
|
$
|
212.1
|
|
|
|
|
|
|
||
|
(1)
|
Total capitalized cost is as of
March 31, 2016
. The Company generally anticipates incurring additional costs associated with these communities that are customary for new developments.
|
|
|
|
|
|
Number of
apartment
homes
|
|
Projected total
capitalized cost (1)
($ millions)
|
|
Reconstruction
start
|
|
Estimated
reconstruction
completion
|
|
Estimated
restabilized
operations (2)
|
|||
|
1.
|
|
Avalon Towers
Long Beach, NY
|
|
109
|
|
|
$
|
10.8
|
|
|
Q4 2014
|
|
Q4 2016
|
|
Q4 2016
|
|
2.
|
|
Avalon at Arlington Square
Arlington, VA
|
|
842
|
|
|
21.3
|
|
|
Q4 2014
|
|
Q2 2016
|
|
Q4 2016
|
|
|
3.
|
|
Avalon Bear Hill
Waltham, MA
|
|
324
|
|
|
21.4
|
|
|
Q2 2015
|
|
Q3 2016
|
|
Q1 2017
|
|
|
4.
|
|
Avalon Santa Monica on Main
Santa Monica, CA
|
|
133
|
|
|
10.0
|
|
|
Q4 2014
|
|
Q2 2016
|
|
Q4 2016
|
|
|
5.
|
|
Avalon Silicon Valley
Sunnyvale, CA
|
|
710
|
|
|
29.9
|
|
|
Q4 2014
|
|
Q1 2017
|
|
Q3 2017
|
|
|
6.
|
|
AVA Back Bay
Boston, MA
|
|
271
|
|
|
8.8
|
|
|
Q3 2015
|
|
Q1 2017
|
|
Q3 2017
|
|
|
7.
|
|
Avalon La Jolla Colony
San Diego, CA
|
|
180
|
|
|
10.2
|
|
|
Q3 2015
|
|
Q3 2016
|
|
Q1 2017
|
|
|
8.
|
|
Avalon Walnut Ridge
Walnut Creek, CA
|
|
106
|
|
|
5.0
|
|
|
Q3 2015
|
|
Q2 2016
|
|
Q4 2016
|
|
|
9.
|
|
Avalon Pasadena
Pasadena, CA
|
|
120
|
|
|
5.2
|
|
|
Q4 2015
|
|
Q2 2016
|
|
Q4 2016
|
|
|
10.
|
|
Eaves San Marcos
San Marcos, CA
|
|
184
|
|
|
4.0
|
|
|
Q1 2016
|
|
Q3 2016
|
|
Q1 2017
|
|
|
11.
|
|
Avalon Studio City
Studio City, CA
|
|
450
|
|
|
28.3
|
|
|
Q1 2016
|
|
Q2 2017
|
|
Q4 2017
|
|
|
|
|
Total
|
|
3,429
|
|
|
$
|
154.9
|
|
|
|
|
|
|
|
|
(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.
|
|
Market
|
|
Number of rights
|
|
Estimated
number of homes
|
|
Projected total
capitalized cost ($ millions) (1)
|
||||
|
|
|
|
|
|
|
|
||||
|
New England
|
|
6
|
|
|
1,469
|
|
|
$
|
490
|
|
|
Metro NY/NJ
|
|
12
|
|
|
4,342
|
|
|
1,756
|
|
|
|
Mid-Atlantic
|
|
3
|
|
|
1,067
|
|
|
279
|
|
|
|
Pacific Northwest
|
|
4
|
|
|
1,194
|
|
|
373
|
|
|
|
Northern California
|
|
4
|
|
|
978
|
|
|
481
|
|
|
|
Southern California
|
|
1
|
|
|
695
|
|
|
341
|
|
|
|
Total
|
|
30
|
|
|
9,745
|
|
|
$
|
3,720
|
|
|
(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 legal proceedings relating to the Edgewater casualty loss and related matters, including liability to third parties resulting therefrom.
|
|
•
|
our expectations and assumptions as of the date of this filing regarding the outcome of investigations and/or legal proceedings resulting from the Edgewater casualty loss, 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
|
|
•
|
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 joint venture; 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.
|
|
|
OTHER INFORMATION
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
Period
|
|
(a)
Total Number of Shares
Purchased (1)
|
|
(b)
Average Price Paid
Per Share
|
|
(c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
(d)
Maximum Dollar
Amount that May Yet
be Purchased Under
the Plans or Programs
(in thousands) (2)
|
|||||
|
January 1 - January 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
200,000
|
|
|
February 1 - February 29, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
200,000
|
|
|
March 1 - March 31, 2016
|
|
48,189
|
|
|
$
|
177.72
|
|
|
—
|
|
|
200,000
|
|
|
(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 November 12, 2015. (Incorporated by reference to Exhibit 3(ii).1 to Form 10-K of the Company filed February 26, 2016.)
|
|
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
|
|
—
|
|
Fourth Amended and Restated Revolving Loan Agreement, dated as of January 14, 2016, among the Company, as Borrower, Bank of America, N.A., as administrative agent, an issuing bank and a bank, JPMorgan Chase Bank, N.A., as an issuing bank, a bank and a syndication agent, Wells Fargo Bank, N.A., as an issuing bank, a bank and a syndication agent, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers, and a syndicate of other financial institutions, serving as banks. (Incorporated by reference to Exhibit 1.1 to Form 8-K/A of the Company filed on January 15, 2016.)
|
|
10.2
|
|
—
|
|
AvalonBay Communities, Inc. Amended and Restated 2009 Stock Option and Incentive Plan. (Filed herewith and incorporated by reference to Exhibit 99.1 to Form 8-K of the Company filed February 16, 2016.)
|
|
10.3
|
|
—
|
|
Form of Stock Grant and Restricted Stock Agreement adopted February 11, 2016 (2009 Stock Option and Incentive Plan). (Filed herewith and incorporated by reference to Exhibit 99.3 to Form 8-K of the Company filed February 16, 2016.)
|
|
10.4
|
|
—
|
|
The Company’s Officer Severance Plan, as amended and restated on February 11, 2016. (Filed herewith and incorporated by reference to Exhibit 99.2 to Form 8-K of the Company filed February 16, 2016.)
|
|
10.5
|
|
—
|
|
Form of AvalonBay Communities, Inc. Award Terms of Performance-Based Restricted Stock Units approved February 11, 2016. (Filed herewith and incorporated by reference to Exhibit 99.4 to Form 8-K of the Company filed February 16, 2016.)
|
|
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, 2016, 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 3, 2016
|
/s/ Timothy J. Naughton
|
|
|
|
Timothy J. Naughton
|
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
May 3, 2016
|
/s/ Kevin P. O’Shea
|
|
|
|
Kevin P. O’Shea
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|