e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2010
Commission file number 1-12672
AVALONBAY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation or organization)
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77-0404318
(I.R.S. Employer
Identification No.) |
Ballston Tower
671 N. Glebe Rd, Suite 800
Arlington, Virginia 22203
(Address of principal executive offices, including zip code)
(703) 329-6300
(Registrants telephone number, including area code)
(Former name, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past ninety (90) days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the Exchange registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).
Yeso No þ
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of common stock as of the
latest practicable date:
85,162,865 shares of common stock, par value $0.01 per share, were outstanding as of July 31, 2010
AVALONBAY COMMUNITIES, INC.
FORM 10-Q
INDEX
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Page |
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1 |
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2 |
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3-4 |
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5-18 |
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19-41 |
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42 |
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42 |
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42-43 |
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43 |
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43 |
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43 |
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43 |
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43 |
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44-45 |
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46 |
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AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
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6-30-10 |
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12-31-09 |
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(unaudited) |
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ASSETS |
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Real estate: |
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Land |
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$ |
1,294,929 |
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$ |
1,250,679 |
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Buildings and improvements |
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6,213,711 |
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5,988,330 |
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Furniture, fixtures and equipment |
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194,434 |
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186,301 |
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7,703,074 |
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7,425,310 |
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Less accumulated depreciation |
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(1,590,901 |
) |
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(1,477,772 |
) |
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Net operating real estate |
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6,112,173 |
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5,947,538 |
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Construction in progress, including land |
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492,156 |
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531,299 |
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Land held for development |
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237,529 |
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237,095 |
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Operating real estate assets held for sale, net |
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117,555 |
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Total real estate, net |
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6,841,858 |
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6,833,487 |
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Cash and cash equivalents |
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373,721 |
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105,691 |
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Cash in escrow |
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188,267 |
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210,676 |
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Resident security deposits |
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21,787 |
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23,646 |
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Investments in unconsolidated real estate entities |
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71,467 |
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74,570 |
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Deferred financing costs, net |
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33,905 |
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34,531 |
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Deferred development costs |
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87,611 |
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87,763 |
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Prepaid expenses and other assets |
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86,228 |
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87,241 |
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Total assets |
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$ |
7,704,844 |
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$ |
7,457,605 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Unsecured notes, net |
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$ |
1,659,621 |
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$ |
1,658,029 |
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Mortgage notes payable |
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2,288,913 |
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2,316,843 |
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Dividends payable |
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75,944 |
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72,773 |
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Payables for construction |
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43,443 |
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49,623 |
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Accrued expenses and other liabilities |
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228,314 |
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233,029 |
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Accrued interest payable |
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30,723 |
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35,069 |
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Resident security deposits |
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33,596 |
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33,646 |
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Liabilities related to real estate assets held for sale |
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2,669 |
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Total liabilities |
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4,360,554 |
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4,401,681 |
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Redeemable noncontrolling interests |
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9,381 |
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5,797 |
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Stockholders equity: |
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Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000
shares
authorized at both June 30, 2010 and December 31, 2009; zero shares
issued and outstanding at June 30, 2010 and December 31, 2009 |
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Common stock, $0.01 par value; 140,000,000 shares
authorized at both
June 30, 2010 and December 31, 2009; 85,078,734 and 81,528,957 shares
issued and outstanding at June 30, 2010 and December 31, 2009,
respectively |
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851 |
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815 |
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Additional paid-in capital |
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3,515,189 |
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3,200,367 |
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Accumulated earnings less dividends |
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(179,929 |
) |
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(149,988 |
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Accumulated other comprehensive loss |
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(1,202 |
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(1,067 |
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Total stockholders equity |
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3,334,909 |
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3,050,127 |
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Total liabilities and stockholders equity |
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$ |
7,704,844 |
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$ |
7,457,605 |
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See accompanying notes to Condensed Consolidated Financial Statements.
1
AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME
(unaudited)
(Dollars in thousands, except per share data)
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For the three months ended |
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For the six months ended |
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6-30-10 |
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6-30-09 |
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6-30-10 |
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6-30-09 |
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Revenue: |
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Rental and other income |
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$ |
218,784 |
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$ |
210,182 |
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$ |
432,522 |
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$ |
418,447 |
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Management, development and other fees |
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1,684 |
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2,077 |
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3,533 |
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3,545 |
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Total revenue |
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220,468 |
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212,259 |
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436,055 |
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421,992 |
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Expenses: |
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Operating expenses, excluding property taxes |
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65,885 |
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66,001 |
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130,916 |
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128,781 |
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Property taxes |
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23,175 |
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19,945 |
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46,347 |
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40,831 |
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Interest expense, net |
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41,458 |
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36,880 |
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83,999 |
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67,010 |
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Gain on extinguishment of debt, net |
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(1,062 |
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Depreciation expense |
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57,479 |
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51,174 |
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113,574 |
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101,247 |
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General and administrative expense |
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4,041 |
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5,390 |
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12,936 |
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12,637 |
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Impairment loss land holdings |
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20,302 |
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20,302 |
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Total expenses |
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192,038 |
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199,692 |
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387,772 |
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369,746 |
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Equity in income of unconsolidated entities |
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463 |
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492 |
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689 |
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3,949 |
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Income from continuing operations |
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28,893 |
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13,059 |
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48,972 |
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56,195 |
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Discontinued operations: |
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Income from discontinued operations |
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244 |
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3,664 |
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2,240 |
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7,629 |
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Gain on sale of communities |
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21,929 |
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72,220 |
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Total discontinued operations |
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22,173 |
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3,664 |
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74,460 |
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7,629 |
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Net income |
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51,066 |
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|
16,723 |
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|
123,432 |
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|
63,824 |
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Net loss attributable to redeemable noncontrolling interests |
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|
59 |
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|
951 |
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|
216 |
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|
1,275 |
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Net income attributable to common stockholders |
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$ |
51,125 |
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$ |
17,674 |
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$ |
123,648 |
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$ |
65,099 |
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Other comprehensive income: |
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Unrealized (loss) gain on cash flow hedges |
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(677 |
) |
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|
421 |
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(135 |
) |
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|
797 |
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Comprehensive income |
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$ |
50,448 |
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$ |
18,095 |
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$ |
123,513 |
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$ |
65,896 |
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Earnings per common share basic: |
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Income from continuing operations attributable to common
stockholders |
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$ |
0.35 |
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$ |
0.17 |
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$ |
0.59 |
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$ |
0.72 |
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Discontinued operations attributable to common stockholders |
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|
0.26 |
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|
0.05 |
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|
0.90 |
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|
0.10 |
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Net income attributable to common stockholders |
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$ |
0.61 |
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|
$ |
0.22 |
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$ |
1.49 |
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$ |
0.82 |
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Earnings per common share diluted: |
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Income from continuing operations attributable to common
stockholders |
|
$ |
0.35 |
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$ |
0.17 |
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$ |
0.59 |
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|
$ |
0.72 |
|
Discontinued operations attributable to common stockholders |
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|
0.26 |
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|
0.05 |
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|
0.90 |
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|
0.10 |
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Net income attributable to common stockholders |
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$ |
0.61 |
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$ |
0.22 |
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$ |
1.49 |
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$ |
0.82 |
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Dividends per common share: |
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$ |
0.8925 |
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|
$ |
0.8925 |
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|
$ |
1.7850 |
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$ |
1.7850 |
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See accompanying notes to Condensed Consolidated Financial Statements.
2
AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollars in thousands)
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For the six months ended |
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|
6-30-10 |
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|
6-30-09 |
|
Cash flows from operating activities: |
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Net income |
|
$ |
123,432 |
|
|
$ |
63,824 |
|
Adjustments to reconcile net income to cash provided
by operating activities: |
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|
|
|
|
|
|
Depreciation expense |
|
|
113,574 |
|
|
|
101,247 |
|
Depreciation expense from discontinued operations |
|
|
|
|
|
|
5,130 |
|
Amortization of deferred financing costs and debt premium/discount |
|
|
3,908 |
|
|
|
3,598 |
|
Amortization of stock-based compensation |
|
|
3,409 |
|
|
|
3,638 |
|
Equity in loss (income) of unconsolidated entities, net of eliminations |
|
|
120 |
|
|
|
(4,288 |
) |
Impairment loss land holdings |
|
|
|
|
|
|
20,302 |
|
Gain on sale of real estate assets |
|
|
(72,220 |
) |
|
|
|
|
Gain on extinguishment of debt, net |
|
|
|
|
|
|
(1,062 |
) |
Decrease (increase) in cash in operating escrows |
|
|
1,185 |
|
|
|
(775 |
) |
Decrease (increase) in resident security deposits,
prepaid expenses and other assets |
|
|
3,009 |
|
|
|
(5,843 |
) |
(Decrease) increase in accrued expenses, other liabilities
and accrued interest payable |
|
|
(4,693 |
) |
|
|
3,957 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
171,724 |
|
|
|
189,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Development/redevelopment of real estate assets including
land acquisitions and deferred development costs |
|
|
(233,994 |
) |
|
|
(311,577 |
) |
Capital expenditures existing real estate assets |
|
|
(4,872 |
) |
|
|
(1,708 |
) |
Capital expenditures non-real estate assets |
|
|
(524 |
) |
|
|
(383 |
) |
Proceeds from sale of real estate, net of selling costs |
|
|
187,587 |
|
|
|
|
|
Decrease in payables for construction |
|
|
(6,180 |
) |
|
|
(9,100 |
) |
Decrease in cash in construction escrows |
|
|
21,224 |
|
|
|
47,413 |
|
Decrease (increase) in investments in unconsolidated real estate entities |
|
|
2,781 |
|
|
|
(702 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(33,978 |
) |
|
|
(276,057 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
306,817 |
|
|
|
1,114 |
|
Dividends paid |
|
|
(146,258 |
) |
|
|
(139,928 |
) |
Payments under unsecured credit facility |
|
|
|
|
|
|
(124,000 |
) |
Issuance of mortgage notes payable and draws on construction loans |
|
|
|
|
|
|
741,140 |
|
Repayments of mortgage notes payable |
|
|
(27,930 |
) |
|
|
(27,774 |
) |
Repayment of unsecured notes |
|
|
|
|
|
|
(206,173 |
) |
Payment of deferred financing costs |
|
|
(2,218 |
) |
|
|
(7,727 |
) |
Redemption of units for cash by minority partners |
|
|
|
|
|
|
(202 |
) |
Distributions to DownREIT partnership unitholders |
|
|
(27 |
) |
|
|
(39 |
) |
Distributions to joint venture and profit-sharing partners |
|
|
(100 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
130,284 |
|
|
|
236,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
268,030 |
|
|
|
150,082 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
105,691 |
|
|
|
65,706 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
373,721 |
|
|
$ |
215,788 |
|
|
|
|
|
|
|
|
Cash paid during the period for interest, net of amount capitalized |
|
$ |
78,009 |
|
|
$ |
57,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Condensed Consolidated Financial Statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Supplemental disclosures of non-cash investing and financing activities (dollars in thousands):
During the six months ended June 30, 2010:
|
|
|
As described in Note 4, Stockholders Equity, 102,984 shares of common stock valued at
$7,777 were issued in connection with stock grants, 3,609 shares valued at $308 were issued
through the Companys dividend reinvestment plan, 45,165 shares valued at $3,812 were
withheld to satisfy employees tax withholding and other liabilities, 1,300 shares valued
at $38 were forfeited, 61,055 shares valued at $3,322 were issued to members of the board
of directors in fulfillment of deferred stock awards for a net value of $7,556. In
addition, the Company granted 126,484 options for common stock at a value of $2,460. |
|
|
|
|
The Company recorded an increase to other liabilities and a corresponding decrease to
other comprehensive income of $135 and recorded an increase to prepaid expenses and other
assets of $1,412, with a corresponding offset to the basis of unsecured notes, net to
record the impact of the Companys hedge accounting activity (as described in Note 5,
Derivative Instruments and Hedging Activities). |
|
|
|
|
Common dividends declared but not paid totaled $75,944. |
|
|
|
|
The Company recorded an increase of $3,928 in redeemable noncontrolling interests 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 11, Fair Value. |
During the six months ended June 30, 2009:
|
|
|
2,624,641 shares of common stock valued at $139,058 were issued as part of the special
dividend declared in the fourth quarter of 2008, 169,851 shares of common stock valued at
$8,360 were issued in connection with stock grants, 5,623 shares valued at $307 were issued
through the Companys dividend reinvestment plan, 30,612 shares valued at $1,327 were
withheld to satisfy employees tax withholding and other liabilities and 1,031 shares
valued at $147 were forfeited, for a net value of $146,251. In addition, the Company
granted 344,801 options for common stock at a value of $2,252. |
|
|
|
The Company recorded a decrease to other liabilities and a corresponding increase to
other comprehensive income of $797 to record the impact of the Companys hedge accounting
activity. |
|
|
|
|
Common dividends declared but not paid totaled $71,346. |
|
|
|
|
The Company recorded a decrease of $2,827 in redeemable noncontrolling interests 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. |
|
|
|
|
In May 2009, the Company obtained $93,440 in variable rate tax-exempt bond financing
related to a Development Right (as defined elsewhere in this Form 10-Q), the proceeds of
which will be held in escrow until requisitioned for construction funding. This loan
provides an option for the Company to request an additional construction loan of up to
$83,560 subject to the lenders discretion. |
4
AVALONBAY COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollars in thousands, except per share data)
1. Organization, Basis of Presentation and Significant Accounting Policies
Organization and Basis of Presentation
AvalonBay Communities, Inc. (the Company, which term, unless the context otherwise requires,
refers to AvalonBay Communities, Inc. together with its consolidated subsidiaries), is a Maryland
corporation that elected to be taxed as a real estate investment trust (REIT) under the Internal
Revenue Code of 1986 (the Code). The Company focuses on the development, acquisition, ownership
and operation of apartment communities in high barrier to entry markets of the United States. These
markets are located in the New England, Metro New York/New Jersey, Mid-Atlantic, Midwest, Pacific
Northwest, and Northern and Southern California regions of the country.
At June 30, 2010, the Company owned or held a direct or indirect ownership interest in 164
operating apartment communities containing 47,401 apartment homes in ten states and the District of
Columbia, of which seven communities containing 2,197 apartment homes were under reconstruction.
In addition, the Company owned or held a direct or indirect ownership interest in seven communities
under construction that are expected to contain an aggregate of 2,509 apartment homes when
completed. The Company also owned or held a direct or indirect ownership interest in rights to
develop an additional 28 communities that, if developed as expected, will contain an estimated
7,329 apartment homes.
The interim unaudited financial statements have been prepared in accordance with U.S. generally
accepted accounting principles (GAAP) for interim financial information and in conjunction with
the rules and regulations of the Securities and Exchange Commission (SEC). Certain information
and footnote disclosures normally included in financial statements required by GAAP have been
condensed or omitted pursuant to such rules and regulations. These unaudited financial statements
should be read in conjunction with the financial statements and notes included in the Companys
2009 Annual Report on Form 10-K. The results of operations for the three and six months ended June
30, 2010 are not necessarily indicative of the operating results for the full year. Management
believes the disclosures are adequate to ensure the information presented is not misleading. In
the opinion of management, all adjustments and eliminations, consisting only of normal, recurring
adjustments necessary for a fair presentation of the financial statements for the interim periods,
have been included.
All capitalized terms have the meaning as provided elsewhere in this Form 10-Q.
Earnings per Common Share
Basic earnings per share is computed by dividing net income attributable to common stockholders by
the weighted average number of shares outstanding during the period. All outstanding unvested
restricted share awards contain rights to non-forfeitable dividends and participate in
undistributed earnings with common shareholders and, accordingly, are considered participating
securities that are included in the two-class method of computing basic earnings per share (EPS).
Both the unvested restricted shares and other potentially dilutive common shares, and the related
impact to earnings, are considered when calculating earnings per share on a diluted basis. The
Companys earnings per common share are determined as follows:
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
6-30-10 |
|
|
6-30-09 |
|
|
6-30-10 |
|
|
6-30-09 |
|
Basic and diluted shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares basic |
|
|
83,517,908 |
|
|
|
79,662,223 |
|
|
|
82,583,638 |
|
|
|
79,210,349 |
|
Weighted average DownREIT units outstanding |
|
|
15,351 |
|
|
|
15,888 |
|
|
|
15,351 |
|
|
|
17,648 |
|
Effect of dilutive securities |
|
|
711,846 |
|
|
|
364,183 |
|
|
|
649,006 |
|
|
|
670,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares diluted |
|
|
84,245,105 |
|
|
|
80,042,294 |
|
|
|
83,247,995 |
|
|
|
79,898,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of Earnings per Share basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
51,125 |
|
|
$ |
17,674 |
|
|
$ |
123,648 |
|
|
$ |
65,099 |
|
Net income allocated to unvested restricted shares |
|
|
(143 |
) |
|
|
(56 |
) |
|
|
(368 |
) |
|
|
(206 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders, adjusted |
|
$ |
50,982 |
|
|
$ |
17,618 |
|
|
$ |
123,280 |
|
|
$ |
64,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares basic |
|
|
83,517,908 |
|
|
|
79,662,223 |
|
|
|
82,583,638 |
|
|
|
79,210,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share basic |
|
$ |
0.61 |
|
|
$ |
0.22 |
|
|
$ |
1.49 |
|
|
$ |
0.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of Earnings per Share diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
51,125 |
|
|
$ |
17,674 |
|
|
$ |
123,648 |
|
|
$ |
65,099 |
|
Add: noncontrolling interests of DownREIT unitholders in
consolidated partnerships, including discontinued operations |
|
|
14 |
|
|
|
14 |
|
|
|
27 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income attributable to common stockholders |
|
$ |
51,139 |
|
|
$ |
17,688 |
|
|
$ |
123,675 |
|
|
$ |
65,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares diluted |
|
|
84,245,105 |
|
|
|
80,042,294 |
|
|
|
83,247,995 |
|
|
|
79,898,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share diluted |
|
$ |
0.61 |
|
|
$ |
0.22 |
|
|
$ |
1.49 |
|
|
$ |
0.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain options to purchase shares of common stock in the amounts of 1,176,293 and 2,368,642 were
outstanding at June 30, 2010 and 2009, respectively, but were not included in the computation of
diluted earnings per share because such options were anti-dilutive.
The Company is required to estimate the forfeiture of stock options and recognize compensation cost
net of the estimated forfeitures. The estimated forfeitures included in compensation cost are
adjusted to reflect actual forfeitures at the end of the vesting period. The forfeiture rate at
June 30, 2010 is based on the average forfeiture activity over a period equal to the estimated life
of the stock options, and was 1.4%. The application of estimated forfeitures did not materially
impact compensation expense for the three and six months ended June 30, 2010 or 2009.
Abandoned Pursuit Costs and Impairment of Long-Lived Assets
The Company capitalizes pre-development costs incurred in pursuit of new development opportunities
for which the Company currently believes future development is probable (Development Rights).
Future development of these Development Rights is dependent upon various factors, including zoning
and regulatory approval, rental market conditions, construction costs and the availability of
capital. Initial pre-development costs incurred for pursuits for which future development is not
yet considered probable are expensed as incurred. In addition, if the status of a Development
Right changes, making future development by the Company no longer probable, any capitalized
pre-development costs are written off with a charge to expense. The Company expensed costs related
to abandoned pursuits, which includes the abandonment of Development Rights as well as costs
incurred in pursuing the disposition of assets for which the
disposition did not occur, in the
amounts of $443 and $2,281 for the three months ended June 30, 2010 and 2009, respectively and $947
and $3,375 for the six months ended June 30, 2010 and 2009, respectively. These costs are included
in operating expenses, excluding property taxes on the accompanying Condensed Consolidated
Statements of Operations and Other Comprehensive Income. Abandoned pursuit costs can vary greatly, and the costs incurred in any given period may be significantly
different in future years.
The Company evaluates its real estate and other long-lived assets for impairment when potential
indicators of impairment exist. Such assets are stated at cost, less accumulated depreciation and
amortization, unless the carrying amount of the asset is not recoverable. If events or
circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, the
Company assesses its recoverability by comparing the carrying amount of the long-lived asset to its
estimated undiscounted future cash flows. If the carrying amount exceeds the aggregate undiscounted
future cash flows, the Company recognizes an impairment loss to the extent the carrying amount
6
exceeds the estimated fair value of the long-lived asset. Based on periodic tests of recoverability
of long-lived assets, the Company did not record any impairment losses for the three and six months
ended June 30, 2010. In the second quarter of 2009, the Company concluded that the economic
downturn and the related decline in employment levels did not support the development and
construction of certain new apartment communities previously in planning. As a result the Company
recognized a charge of $20,302 related to the impairment of two land parcels for which the Company
decided not to pursue development. The Company looked to third-party pricing estimates to determine
the fair values of the land parcels considered to be impaired. Given the heterogeneous nature of
multifamily real estate, the third-party values incorporated the use of estimated rates of return,
investment time horizons and sales prices for land parcels considered to be market comparables,
adjusted for known differences in critical areas including the existing entitlements (such as
zoning and state of infrastructure readiness), all of which are considered significant other
unobservable inputs and are therefore classified as Level 3 prices in the fair value hierarchy. In
2009, the Company also recognized a charge for severance related costs associated with this
reduction in planned development activity of approximately $2,000, reported as a component of
general and administrative expense. However, as a result of improved economic conditions, the
Company expects to increase its investment activity for the balance of 2010, allowing the Company
to retain staff previously expected to depart. Therefore certain planned terminations are no longer
expected to take place, resulting in a decline of $1,550 in accrued severance recorded as a
reduction in general and administrative expenses in the three and six months ended June 30, 2010.
Legal and Other Contingencies
As previously reported, on August 13, 2008 the U.S. Attorneys Office for the Southern District of
New York filed a civil lawsuit against the Company and the joint venture in which it has an
interest that owns Avalon Chrystie Place. The lawsuit alleges that Avalon Chrystie Place was not
designed and constructed in accordance with the accessibility requirements of the Fair Housing Act
(FHA). The Company designed and constructed Avalon Chrystie Place with a view to compliance with
New York Citys Local Law 58, which for more than 20 years has been New York Citys code regulating
the accessible design and construction of apartments. After the filing of its answer and
affirmative defenses, during the fourth quarter of 2009 the plaintiff served the Company with
discovery requests relating to communities owned by the Company nationwide. The Company objected
to these discovery requests as being overly broad, as the plaintiffs complaint made factual
allegations with regard to Avalon Chrystie Place only. A magistrate judge agreed with the Company
and limited discovery to Avalon Chrystie Place. The plaintiff is appealing the magistrate judges
ruling. Due to the preliminary nature of this matter, including whether the scope of the suit will
be extended to other properties, the Company cannot predict or determine the outcome of this
matter, nor is it reasonably possible to estimate the amount of loss, if any, that would be
associated with an adverse decision or settlement.
The Company accounts for recoveries from legal matters as a reduction in the legal and related
costs incurred associated with the matter, with recoveries in excess of these costs reported as a
gain or, where appropriate, a reduction in the basis of a community to which the suit related.
During the second quarter of 2010, the Company recognized receipt of settlement proceeds of $3,300
related to environmental contamination matters pursued by the Company. The Company reported $1,200
of these recoveries as a reduction in the legal and professional fees related to costs incurred in
pursuit of the matters during 2010 and years prior as a component of general and administrative
expense, with the remainder of the recovery reported as a reduction in the associated capitalized
basis of the related communities.
In addition to the outstanding litigation described above, the Company is involved in various other
claims and/or administrative proceedings that arise in the ordinary course of the Companys
business. While no assurances can be given, the Company does not believe that any of these other
outstanding litigation matters, individually or in the aggregate, will have a material adverse
effect on the Companys operations.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain
estimates and assumptions. These estimates and assumptions affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenue and expenses during the reporting periods. Actual
results could differ from those estimates.
7
Reclassifications
Certain reclassifications have been made to amounts in prior period financial statements to conform
to current period presentations.
2. Interest Capitalized
The Company capitalizes interest during the development and redevelopment of real estate assets.
Capitalized interest associated with the Companys development or redevelopment activities totaled
$9,655 and $13,677 for the three months ended June 30, 2010 and 2009, respectively and $19,491 and
$26,045 for the six months ended June 30, 2010 and 2009, respectively.
3. Notes Payable, Unsecured Notes and Credit Facility
The Companys mortgage notes payable, unsecured notes and Credit Facility, as defined below, as of
June 30, 2010 and December 31, 2009, are summarized below. The following amounts and discussion do
not include the mortgage notes related to the communities classified as held for sale, if any, as
of June 30, 2010 and December 31, 2009, as shown in the Condensed Consolidated Balance Sheets (see
Note 7, Real Estate Disposition Activities).
|
|
|
|
|
|
|
|
|
|
|
6-30-10 |
|
|
12-31-09 |
|
Fixed rate unsecured notes (1) |
|
$ |
1,358,437 |
|
|
$ |
1,358,257 |
|
Variable rate unsecured notes (2) |
|
|
301,184 |
|
|
|
299,772 |
|
Fixed rate mortgage notes payable conventional and tax-exempt |
|
|
1,562,463 |
|
|
|
1,632,605 |
|
Variable rate mortgage notes payable conventional and tax-exempt |
|
|
726,450 |
|
|
|
684,238 |
|
|
|
|
|
|
|
|
Total notes payable and unsecured notes |
|
|
3,948,534 |
|
|
|
3,974,872 |
|
Credit Facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage notes payable,
unsecured notes and Credit Facility |
|
$ |
3,948,534 |
|
|
$ |
3,974,872 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Balances at June 30, 2010 and December 31, 2009 include $2,040 and $2,220
of debt discount. |
|
(2) |
|
Balances at June 30, 2010 and December 31, 2009 include $1,184 and ($228)
for basis adjustments resulting from qualifying fair
value hedging relationships. |
The following debt activity occurred during the six months ended June 30, 2010:
|
|
|
In February 2010, the Company repaid a 6.47% fixed rate secured mortgage note in the
amount of $13,961 in advance of its March 2012 scheduled maturity date. |
|
|
|
|
In March 2010, the Company repaid a 6.95% fixed rate secured mortgage note in the amount
of $11,226 in advance of its February 2025 scheduled maturity date. |
In the aggregate, secured notes payable mature at various dates from October 2010 through July
2066, and are secured by certain apartment communities and improved land parcels (with a net
carrying value of $1,832,734 as of June 30, 2010). As of June 30, 2010, the Company has guaranteed
approximately $409,256 of mortgage notes payable held by wholly owned subsidiaries; all such
mortgage notes payable are consolidated for financial reporting purposes. The weighted average
interest rate of the Companys fixed rate mortgage notes payable (conventional and tax-exempt) was
5.0% at June 30, 2010 and 5.1% at December 31, 2009. The weighted average interest rate of the
Companys variable rate mortgage notes payable and its Credit Facility, including the effect of
certain financing related fees, was 2.4% at June 30, 2010 and 2.9% at December 31, 2009.
8
Scheduled payments and maturities of mortgage notes payable and unsecured notes outstanding at June
30, 2010 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stated interest |
|
|
|
Secured notes |
|
|
Secured notes |
|
|
Unsecured notes |
|
|
rate of unsecured |
|
Year |
|
payments(1) |
|
|
maturities |
|
|
maturities |
|
|
notes |
|
2010 |
|
$ |
2,520 |
|
|
$ |
28,989 |
|
|
$ |
14,576 |
|
|
|
7.500 |
% |
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
7.317 |
%(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
10,776 |
|
|
|
36,610 |
|
|
|
39,900 |
|
|
|
6.625 |
% |
|
|
|
|
|
|
|
|
|
|
|
150,000 |
|
|
|
5.946 |
%(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
14,034 |
|
|
|
108,224 |
|
|
|
201,601 |
|
|
|
6.125 |
% |
|
|
|
|
|
|
|
|
|
|
|
104,400 |
|
|
|
5.500 |
% |
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
4.377 |
%(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
14,876 |
|
|
|
264,697 |
|
|
|
100,000 |
|
|
|
4.950 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
15,769 |
|
|
|
33,100 |
|
|
|
150,000 |
|
|
|
5.375 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
|
14,725 |
|
|
|
365,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 |
|
|
15,600 |
|
|
|
|
|
|
|
250,000 |
|
|
|
5.750 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
|
|
16,533 |
|
|
|
18,300 |
|
|
|
250,000 |
|
|
|
5.700 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
|
17,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 |
|
|
2,588 |
|
|
|
699,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thereafter |
|
|
110,707 |
|
|
|
498,684 |
|
|
|
250,000 |
|
|
|
6.100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
235,650 |
|
|
$ |
2,053,263 |
|
|
$ |
1,660,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Secured note payments are comprised of the principal pay downs for amortizing mortgage
notes. |
|
(2) |
|
The weighted average interest rate for the swapped unsecured notes as of June 30, 2010. |
The Company has a variable rate unsecured credit facility (the Credit Facility) in the amount of
$1,000,000 with a syndicate of commercial banks, to whom the Company pays an annual facility fee of
approximately $1,250. The Company did not have any amounts outstanding under the Credit Facility
and had $57,076 outstanding in letters of credit as of June 30, 2010. At December 31, 2009, there
were no amounts outstanding under the Credit Facility and $44,105 outstanding in letters of credit.
The Credit Facility bears interest at varying levels based on the London Interbank Offered Rate
(LIBOR), rating levels achieved on the Companys unsecured notes and on a maturity schedule
selected by the Company. The current stated pricing is LIBOR plus 0.40% per annum (0.75% at June
30, 2010). The Credit Facility matures in November 2011, assuming exercise of a one-year renewal
option which is at the sole discretion of the Company.
The Company was in compliance at June 30, 2010 with certain customary financial and other covenants
under the Credit Facility and the Companys unsecured notes.
9
4. Stockholders Equity
The following summarizes the changes in stockholders equity for the six months ended June 30,
2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
|
|
|
|
|
|
Additional |
|
|
earnings |
|
|
other |
|
|
AvalonBay |
|
|
|
Common |
|
|
paid-in |
|
|
less |
|
|
comprehensive |
|
|
stockholders |
|
|
|
stock |
|
|
capital |
|
|
dividends |
|
|
loss |
|
|
equity |
|
Balance at December 31, 2009 |
|
$ |
815 |
|
|
$ |
3,200,367 |
|
|
$ |
(149,988 |
) |
|
$ |
(1,067 |
) |
|
$ |
3,050,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common
stockholders |
|
|
|
|
|
|
|
|
|
|
123,648 |
|
|
|
|
|
|
|
123,648 |
|
Unrealized loss on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(135 |
) |
|
|
(135 |
) |
Change in redemption value of
redeemable noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
(3,928 |
) |
|
|
|
|
|
|
(3,928 |
) |
Dividends declared to common stockholders |
|
|
|
|
|
|
|
|
|
|
(149,737 |
) |
|
|
|
|
|
|
(149,737 |
) |
Issuance of common stock, net of withholdings |
|
|
36 |
|
|
|
306,484 |
|
|
|
76 |
|
|
|
|
|
|
|
306,596 |
|
Amortization of deferred compensation |
|
|
|
|
|
|
8,338 |
|
|
|
|
|
|
|
|
|
|
|
8,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2010 |
|
$ |
851 |
|
|
$ |
3,515,189 |
|
|
$ |
(179,929 |
) |
|
$ |
(1,202 |
) |
|
$ |
3,334,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended June 30, 2010, the Company:
|
(i) |
|
issued 3,003,504 shares of common stock through public offerings; |
|
|
(ii) |
|
issued 425,090 shares of common stock in connection with stock options exercised; |
|
|
(iii) |
|
issued 3,609 common shares through the Companys dividend reinvestment plan; |
|
|
(iv) |
|
issued 102,984 common shares in connection with stock grants; |
|
|
(v) |
|
issued 61,055 shares to a retiring member of the Board of Directors in fulfillment of
deferred stock awards; |
|
|
(vi) |
|
withheld 45,165 common shares to satisfy employees tax withholding and other
liabilities; and |
|
|
(vii) |
|
redeemed 1,300 shares of restricted common stock upon forfeiture. |
In addition, the Company granted 126,484 options for common stock to employees. Any deferred
compensation related to the Companys stock option and restricted stock grants during the six
months ended June 30, 2010 is not reflected on the Companys Condensed Consolidated Balance Sheet
as of June 30, 2010, and will not be reflected until earned as compensation cost.
In August 2009, the Company commenced a continuous equity program (the CEP), under which the
Company was authorized up to $400,000 of its common stock until August 2012. During the three and six
months ended June 30, 2010, the Company sold 2,111,819 and 3,003,504 shares under this program at
an average sales price of $100.68 and $95.76 per share, for net proceeds of $209,428 and $283,298,
respectively. In July 2010, the Company completed the currently-registered amount of sales under
the program, selling $400,000 of common stock cumulatively through July 2010. See Note 12,
Subsequent Events.
10
5. Derivative Instruments and Hedging Activities
The Company enters into interest rate swap and interest rate cap agreements (collectively, the
Hedging Derivatives) for interest rate risk management purposes and in conjunction with certain
variable rate secured debt to satisfy lender requirements. The Company does not enter into
derivative transactions for trading or other speculative purposes. The following table summarizes
the consolidated Hedging Derivatives at June 30, 2010, excluding derivatives executed to hedge debt
on communities classified as held for sale (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-designated |
|
|
Cash Flow |
|
|
Fair Value |
|
|
|
Hedges |
|
|
Hedges |
|
|
Hedges |
|
|
|
Interest |
|
|
Interest |
|
|
Interest |
|
|
|
Rate Caps |
|
|
Rate Caps |
|
|
Rate Swaps |
|
Notional balance |
|
$ |
109,847 |
|
|
$ |
151,963 |
|
|
$ |
300,000 |
|
Weighted average interest rate (1) |
|
|
1.5 |
% |
|
|
2.6 |
% |
|
|
5.9 |
% |
Weighted average capped interest rate |
|
|
6.9 |
% |
|
|
5.0 |
% |
|
|
N/A |
|
Earliest maturity date |
|
Apr-11 |
|
|
Jun-12 |
|
|
Dec-10 |
|
Latest maturity date |
|
Mar-14 |
|
|
Jun-15 |
|
|
Jan-12 |
|
Estimated fair value, asset/(liability) |
|
$ |
39 |
|
|
$ |
632 |
|
|
$ |
1,184 |
|
|
|
|
(1) |
|
For interest rate caps, this represents the weighted average interest rate on the
debt. |
Excluding derivatives executed to hedge debt on communities classified as held for sale, the
Company had four derivatives designated as cash flow hedges, five derivatives designated as fair
value hedges and five derivatives not designated as hedges at June 30, 2010. Fair value changes for
derivatives that are not in qualifying hedge relationships are reported as a component of general
and administrative expenses on the accompanying Condensed Consolidated Statements of Operations and
Other Comprehensive Income. Fair value changes for derivatives not in qualifying hedge
relationships for the six months ended June 30, 2010, were not material. For the derivative
positions that the Company has determined qualify as effective cash flow hedges, the Company has
recorded the effective portion of cumulative changes in the fair value of the Hedging Derivatives
in other comprehensive income. Amounts recorded in other comprehensive income will be reclassified
into earnings in the periods in which earnings are affected by the hedged cash flow. To adjust the
Hedging Derivatives in qualifying cash flow hedges to their fair value and recognize the impact of
hedge accounting, the Company recorded a decrease in other comprehensive income of $135 and an
increase of $797 during the six months ended June 30, 2010 and 2009, respectively. The amount
reclassified into earnings for the six months ended June 30, 2010, as well as the estimated amount included in accumulated other comprehensive income as of June 30, 2010, expected
to be reclassified into earnings within the next twelve months to offset the variability of cash
flows of the hedged items during this period are not material. For the derivative positions that
the Company has determined qualify as effective fair value hedges, the Company has recorded an
increase in the fair value of $1,184 with the derivatives fair value reported as a component of
prepaid expenses and other assets, with the associated gain as an adjustment to the carrying amount
of the corresponding debt being hedged on the accompanying Condensed Consolidated Balance Sheets as
of June 30, 2010.
The Company assesses, both at inception and on an on-going basis, the effectiveness of qualifying
cash flow and fair value hedges. Hedge ineffectiveness, reported as a component of general and
administrative expenses, did not have a material impact on earnings of the Company for any prior
period, and the Company does not anticipate that it will have a material effect in the future. The
fair values of the Hedging Derivatives and non-designated derivatives that are in an asset position
are recorded in prepaid expenses and other assets. The fair value of derivatives that are in a
liability position are included in accrued expenses and other liabilities on the accompanying
Condensed Consolidated Balance Sheets.
Derivative financial instruments expose the Company to credit risk in the event of nonperformance
by the counterparties under the terms of the Hedging Derivatives. The Company minimizes its credit
risk on these transactions by dealing with major, creditworthy financial institutions which have an
A+ or better credit rating by the Standard & Poors Ratings Group. As part of its on-going control
procedures, the Company monitors the credit ratings of counterparties and the exposure of the
Company to any single entity, thus minimizing credit risk concentration. The Company believes the
likelihood of realizing losses from counterparty non-performance is remote. The Company
incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk
and the respective counterpartys nonperformance risk in the fair value measurements of its
derivative financial instruments. Refer to Note 11, Fair Value, for further discussion.
11
6. Investments in Real Estate Entities
As of June 30, 2010, the Company had investments in six unconsolidated real estate entities with
ownership interest percentages ranging from 15.2% to 50%. There were no changes in the Companys
ownership interest in, or presentation of, its investments in unconsolidated real estate entities
during the six months ended June 30, 2010.
Detail of the real estate and associated funding underlying the Companys unconsolidated
investments is presented in the following table (unaudited).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
# of |
|
|
Total |
|
|
Debt |
|
|
|
|
|
|
|
Ownership |
|
|
Apartment |
|
|
Capitalized |
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Unconsolidated Real Estate Investments |
|
Percentage |
|
|
Homes |
|
|
Cost (1) |
|
|
Amount (2) |
|
|
Type |
|
|
Rate (3) |
|
|
Date |
|
Fund I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
|
|
Avalon at Redondo Beach Los Angeles, CA |
|
|
|
|
|
|
105 |
|
|
$ |
24,622 |
|
|
$ |
21,033 |
|
|
Fixed |
|
|
4.87 |
% |
|
Oct 2011 |
|
2. |
|
|
Avalon Lakeside Chicago, IL |
|
|
|
|
|
|
204 |
|
|
|
18,304 |
|
|
|
12,056 |
|
|
Fixed |
|
|
5.74 |
% |
|
Mar 2012 |
|
3. |
|
|
Avalon Columbia Baltimore, MD |
|
|
|
|
|
|
170 |
|
|
|
29,366 |
|
|
|
22,275 |
|
|
Fixed |
|
|
5.48 |
% |
|
Apr 2012 |
|
4. |
|
|
Avalon Sunset Los Angeles, CA |
|
|
|
|
|
|
82 |
|
|
|
20,903 |
|
|
|
12,750 |
|
|
Fixed |
|
|
5.41 |
% |
|
Mar 2014 |
|
5. |
|
|
Avalon at Poplar Creek Chicago, IL |
|
|
|
|
|
|
196 |
|
|
|
28,093 |
|
|
|
16,500 |
|
|
Fixed |
|
|
4.83 |
% |
|
Oct 2012 |
|
6. |
|
|
Avalon at Civic Center Norwalk, CA |
|
|
|
|
|
|
192 |
|
|
|
42,756 |
|
|
|
27,001 |
|
|
Fixed |
|
|
5.38 |
% |
|
Aug 2013 |
|
7. |
|
|
Avalon Paseo Place Fremont, CA |
|
|
|
|
|
|
134 |
|
|
|
24,832 |
|
|
|
11,800 |
|
|
Fixed |
|
|
5.74 |
% |
|
Nov 2013 |
|
8. |
|
|
Avalon at Yerba Buena San Francisco, CA |
|
|
|
|
|
|
160 |
|
|
|
66,791 |
|
|
|
41,500 |
|
|
Fixed |
|
|
5.88 |
% |
|
Mar 2014 |
|
9. |
|
|
Avalon at Aberdeen Station Aberdeen, NJ |
|
|
|
|
|
|
290 |
|
|
|
58,300 |
|
|
|
39,842 |
|
|
Fixed |
|
|
5.64 |
% |
|
Sep 2013 |
|
10. |
|
|
The Springs Corona, CA |
|
|
|
|
|
|
320 |
|
|
|
48,392 |
|
|
|
26,000 |
|
|
Fixed |
|
|
6.06 |
% |
|
Oct 2014 |
|
11. |
|
|
Avalon Lombard Lombard, IL |
|
|
|
|
|
|
256 |
|
|
|
35,319 |
|
|
|
17,243 |
|
|
Fixed |
|
|
5.43 |
% |
|
Jan 2014 |
|
12. |
|
|
Avalon Cedar Place Columbia, MD |
|
|
|
|
|
|
156 |
|
|
|
24,439 |
|
|
|
12,000 |
|
|
Fixed |
|
|
5.68 |
% |
|
Feb 2014 |
|
13. |
|
|
Avalon Centerpoint Baltimore, MD |
|
|
|
|
|
|
392 |
|
|
|
79,606 |
|
|
|
45,000 |
|
|
Fixed |
|
|
5.74 |
% |
|
Dec 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14. |
|
|
Middlesex Crossing Billerica, MA |
|
|
|
|
|
|
252 |
|
|
|
38,062 |
|
|
|
24,100 |
|
|
Fixed |
|
|
5.49 |
% |
|
Dec 2013 |
|
15. |
|
|
Avalon Crystal Hill Ponoma, NY |
|
|
|
|
|
|
168 |
|
|
|
38,606 |
|
|
|
24,500 |
|
|
Fixed |
|
|
5.43 |
% |
|
Dec 2013 |
|
16. |
|
|
Avalon Skyway San Jose, CA |
|
|
|
|
|
|
348 |
|
|
|
78,179 |
|
|
|
37,500 |
|
|
Fixed |
|
|
6.11 |
% |
|
Mar 2014 |
|
17. |
|
|
Avalon Rutherford Station East Rutherford, NJ |
|
|
|
|
|
|
108 |
|
|
|
36,794 |
|
|
|
19,943 |
|
|
Fixed |
|
|
6.13 |
% |
|
Sep 2016 |
|
18. |
|
|
South Hills Apartments West Covina, CA |
|
|
|
|
|
|
85 |
|
|
|
24,756 |
|
|
|
11,761 |
|
|
Fixed |
|
|
5.92 |
% |
|
Oct 2013 |
|
19. |
|
|
Weymouth Place Weymouth, MA |
|
|
|
|
|
|
211 |
|
|
|
25,298 |
|
|
|
13,455 |
|
|
Fixed |
|
|
5.12 |
% |
|
Mar 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fund I |
|
|
15.2 |
% |
|
|
3,829 |
|
|
$ |
743,418 |
|
|
$ |
436,259 |
|
|
|
|
|
|
|
5.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund II |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
|
|
Avalon Bellevue Park Bellevue, WA |
|
|
|
|
|
|
220 |
|
|
$ |
33,852 |
|
|
$ |
21,515 |
|
|
Fixed |
|
|
5.52 |
% |
|
Jun 2019 |
|
2. |
|
|
The Hermitage Fairfax, VA |
|
|
|
|
|
|
491 |
|
|
|
71,815 |
|
|
|
42,600 |
|
|
Fixed |
|
|
5.26 |
% |
|
May 2017 |
|
3. |
|
|
Avalon Rothbury Gaithersburg, MD |
|
|
|
|
|
|
203 |
|
|
|
31,259 |
|
|
|
18,750 |
|
|
Variable |
|
|
2.94 |
% |
|
Jun 2017 |
|
|
|
|
Fund II corporate debt |
|
|
|
|
|
|
N/A |
|
|
|
N/A |
|
|
|
1,500 |
|
|
Variable |
|
|
2.85 |
% |
|
|
2010(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fund II |
|
|
31.3 |
% |
|
|
914 |
|
|
$ |
136,926 |
|
|
$ |
84,365 |
|
|
|
|
|
|
|
4.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Joint Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
|
|
Avalon Chrystie Place I New York, NY (5) |
|
|
20.0 |
% |
|
|
361 |
|
|
$ |
135,325 |
|
|
$ |
117,000 |
|
|
Variable |
|
|
0.97 |
% |
|
Nov 2036 |
|
2. |
|
|
Avalon at Mission Bay North II San Francisco, CA (6) |
|
|
25.0 |
% |
|
|
313 |
|
|
|
124,014 |
|
|
|
105,000 |
|
|
Fixed |
|
|
6.02 |
% |
|
Dec 2015 |
|
3. |
|
|
Avalon Del Rey Los Angeles, CA |
|
|
30.0 |
% |
|
|
309 |
|
|
|
70,037 |
|
|
|
45,506 |
|
|
Variable |
|
|
3.69 |
% |
|
Apr 2016 |
Other Development Joint Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
|
|
Aria at Hathorne Danvers, MA (6) (7) |
|
|
50.0 |
% |
|
|
64 |
|
|
|
N/A |
|
|
|
1,860 |
|
|
Variable |
|
|
4.19 |
% |
|
Jun 2010 (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Joint Ventures |
|
|
|
|
|
|
1,047 |
|
|
$ |
329,376 |
|
|
$ |
269,366 |
|
|
|
|
|
|
|
3.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unconsolidated Investments |
|
|
|
|
|
|
5,790 |
|
|
$ |
1,209,720 |
|
|
$ |
789,990 |
|
|
|
|
|
|
|
4.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents total capitalized cost as of June 30, 2010. |
|
(2) |
|
The Company has not guaranteed the debt of its unconsolidated investees and bears no
responsibility for the repayment, other than the construction and completion and related
financing guarantee for Avalon Chrystie Place I associated with the construction completion
and occupancy certificate. |
|
(3) |
|
Represents weighted average rate on outstanding debt. |
|
(4) |
|
As of June 30, 2010, these borrowings are drawn under an unsecured credit facility
maturing in December 2011, assuming exercise of a one-year extension option. |
|
(5) |
|
After the venture makes certain threshold distributions to the third-party partner, the
Company generally receives 50% of all further distributions. |
|
(6) |
|
The Company has contributed land at a stepped up basis as its only capital contribution
to this development. |
|
(7) |
|
After the venture makes certain threshold distributions to the Company, the Company
receives 50% of all further distributions. |
|
(8) |
|
The loan for this venture matured in June 2010. As of June 30, 2010, the amounts under
this borrowing have not been repaid. The venture is negotiating an extension or refinancing
of the amounts outstanding. The lender has not to date declared an event of default with
respect to the note or required the venture to pay a default rate of interest. Although the
Company bears no responsibility to repay the amounts outstanding, the Company has the right
to cure any event of default by the venture. |
12
The following is a combined summary of the financial position of the entities accounted for
using the equity method, as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
6-30-10 |
|
|
12-31-09 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Assets: |
|
|
|
|
|
|
|
|
Real estate, net |
|
$ |
1,098,125 |
|
|
$ |
1,065,328 |
|
Other assets |
|
|
41,046 |
|
|
|
39,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,139,171 |
|
|
$ |
1,104,830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners capital: |
|
|
|
|
|
|
|
|
Mortgage notes payable and credit facility |
|
$ |
789,990 |
|
|
$ |
758,487 |
|
Other liabilities |
|
|
20,400 |
|
|
|
19,669 |
|
Partners capital |
|
|
328,781 |
|
|
|
326,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and partners capital |
|
$ |
1,139,171 |
|
|
$ |
1,104,830 |
|
|
|
|
|
|
|
|
The following is a combined summary of the operating results of the entities accounted for using
the equity method, for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
|
6-30-10 |
|
|
6-30-09 |
|
|
6-30-10 |
|
|
6-30-09 |
|
Rental and other income |
|
$ |
27,510 |
|
|
$ |
26,613 |
|
|
$ |
54,543 |
|
|
$ |
51,769 |
|
Operating and other expenses |
|
|
(12,363 |
) |
|
|
(13,727 |
) |
|
|
(25,791 |
) |
|
|
(25,583 |
) |
Interest expense, net |
|
|
(9,894 |
) |
|
|
(9,279 |
) |
|
|
(19,383 |
) |
|
|
(18,181 |
) |
Depreciation expense |
|
|
(8,937 |
) |
|
|
(8,222 |
) |
|
|
(17,918 |
) |
|
|
(16,028 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(3,684 |
) |
|
$ |
(4,615 |
) |
|
$ |
(8,549 |
) |
|
$ |
(8,023 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
In conjunction with the formation of Fund I and Fund II, as well as the acquisition and development
of certain investments in unconsolidated entities, the Company incurred costs in excess of its
equity in the underlying net assets of the respective investments. These costs represent $10,846 at
June 30, 2010 and $11,047 at December 31, 2009 of the respective investment balances.
As part of the formation of the AvalonBay Value Added Fund, LP (Fund I) and the AvalonBay Value
Added Fund II, LP (Fund II), the Company provided separate and distinct guarantees to one of the
limited partners in each of the ventures. These guarantees are specific to the respective fund and
any impacts or obligation of the Company to perform under one of the guarantees has no impact on
the Companys obligations with respect to the other guarantee. The guarantees provide that, if,
upon final liquidation of Fund I or Fund II, the total amount of all distributions to the
guaranteed partner during the life of the respective fund (whether from operating cash flow or
property sales) does not equal the total capital contributions made by that partner, then the
Company will pay the guaranteed partner an amount equal to the shortfall, but in no event more than
10% of the total capital contributions made by the guaranteed partner (maximum of approximately
$7,500 for Fund I and approximately $1,470 for Fund II as of June 30, 2010). As of June 30, 2010,
the expected realizable values of the real estate assets owned by Fund I and Fund II are considered
adequate to cover such potential payments under a liquidation
scenario. The estimated fair value of, and the Companys obligation under these guarantees, both at
inception and as of June 30, 2010, was not significant and therefore the Company has not recorded
any obligation for either of these guarantees as of June 30, 2010.
7. Real Estate Disposition Activities
During the three months ended June 30, 2010, the Company sold one community, Avalon on the Sound in
New Rochelle, New York. Avalon on the Sound was developed by the Company in 2001 as a joint venture in
which the Company held a 25% interest. The Company purchased its partners 75% interest in 2005 and
sold the entire community in the second quarter of 2010 for $107,500. This disposition resulted in
a gain in accordance with GAAP of approximately $19,584. The Company retains ownership of Avalon on
the Sound East, a 588 home apartment community adjacent to Avalon on the Sound. As of June 30,
2010, the Company did not have any communities that qualified as held for sale.
13
As disclosed in the Companys first quarter 2010 Form 10-Q, in April 2010, the Company settled a
lawsuit relating to the Companys former Avalon Wynhaven community, which was sold in 2008. In
conjunction with the settlement the Company made payments to the homeowners association and an
indemnification payment to the buyer of Avalon Wynhaven in the
aggregate of approximately $1,350. The Company
previously had deferred recognition of $3,272 from the gain in disposition related to these costs.
In the second quarter of 2010, the Company recognized the remainder of the deferred gain as part of
gain on sale of communities in the Condensed Consolidated Statements of Operations and Other
Comprehensive Income.
The operations for any real estate assets sold from January 1, 2009 through June 30, 2010 have been
presented as income from discontinued operations in the accompanying Condensed Consolidated
Statements of Operations and Other Comprehensive Income. Accordingly, certain reclassifications
have been made to prior years to reflect discontinued operations consistent with current year
presentation.
The following is a summary of income from discontinued operations for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
6-30-10 |
|
|
6-30-09 |
|
|
6-30-10 |
|
|
6-30-09 |
|
Rental income |
|
$ |
548 |
|
|
$ |
9,885 |
|
|
$ |
3,750 |
|
|
$ |
19,831 |
|
Operating and other expenses |
|
|
(304 |
) |
|
|
(3,153 |
) |
|
|
(1,510 |
) |
|
|
(6,389 |
) |
Interest expense, net |
|
|
|
|
|
|
(505 |
) |
|
|
|
|
|
|
(683 |
) |
Depreciation expense |
|
|
|
|
|
|
(2,563 |
) |
|
|
|
|
|
|
(5,130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
$ |
244 |
|
|
$ |
3,664 |
|
|
$ |
2,240 |
|
|
$ |
7,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Segment Reporting
The Companys reportable operating segments include Established Communities, Other Stabilized
Communities, and Development/Redevelopment Communities. Annually as of January 1st, the
Company determines which of its communities fall into each of these categories and maintains that
classification, unless disposition plans regarding a community change, throughout the year for the
purpose of reporting segment operations.
In addition, the Company owns land for future development and has other corporate assets that are
not allocated to an operating segment.
The Companys segment disclosures present the measure(s) used by the chief operating decision maker
for purposes of assessing each segments performance. The Companys chief operating decision maker
is comprised of several members of its executive management team who use net operating income
(NOI) as the primary financial measure for Established Communities and Other Stabilized Communities. NOI is defined by
the Company as total revenue less direct property operating expenses. Although the Company
considers NOI a useful measure of a communitys or communities operating performance, NOI should
not be considered an alternative to net income or net cash flow from operating activities, as
determined in accordance with GAAP. NOI excludes a number of income and expense categories as
detailed in the reconciliation of NOI to net income.
A
reconciliation of NOI to net income for the three and six months ended June 30, 2010 and 2009 is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
6-30-10 |
|
|
6-30-09 |
|
|
6-30-10 |
|
|
6-30-09 |
|
Net income |
|
$ |
51,066 |
|
|
$ |
16,723 |
|
|
$ |
123,432 |
|
|
$ |
63,824 |
|
Indirect operating expenses, net of
corporate income |
|
|
7,849 |
|
|
|
7,362 |
|
|
|
15,080 |
|
|
|
15,936 |
|
Investments and investment management expense |
|
|
1,047 |
|
|
|
907 |
|
|
|
2,086 |
|
|
|
1,822 |
|
Expensed development and other pursuit costs |
|
|
443 |
|
|
|
2,281 |
|
|
|
947 |
|
|
|
3,375 |
|
Interest expense, net |
|
|
41,458 |
|
|
|
36,880 |
|
|
|
83,999 |
|
|
|
67,010 |
|
Gain on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,062 |
) |
General and administrative expense |
|
|
4,041 |
|
|
|
5,390 |
|
|
|
12,936 |
|
|
|
12,637 |
|
Equity in income of unconsolidated entities |
|
|
(463 |
) |
|
|
(492 |
) |
|
|
(689 |
) |
|
|
(3,949 |
) |
Depreciation expense |
|
|
57,479 |
|
|
|
51,174 |
|
|
|
113,574 |
|
|
|
101,247 |
|
Impairment loss land holdings |
|
|
|
|
|
|
20,302 |
|
|
|
|
|
|
|
20,302 |
|
Gain on sale of real estate assets |
|
|
(21,929 |
) |
|
|
|
|
|
|
(72,220 |
) |
|
|
|
|
Income from discontinued operations |
|
|
(244 |
) |
|
|
(3,664 |
) |
|
|
(2,240 |
) |
|
|
(7,629 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
$ |
140,747 |
|
|
$ |
136,863 |
|
|
$ |
276,905 |
|
|
$ |
273,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
The primary performance measure for communities under development or redevelopment depends on the
stage of completion. While under development, management monitors actual construction costs
against budgeted costs as well as lease-up pace and rent levels compared to budget.
The following table provides details of the Companys segment information as of the dates
specified. The segments are classified based on the individual communitys status as of the
beginning of the given calendar year. Therefore, each year the composition of communities within
each business segment is adjusted. Accordingly, the amounts between years are not directly
comparable. Segment information for the three and six months ended June 30, 2010 and 2009 have been
adjusted for the communities that were sold from January 1, 2009 through June 30, 2010, or
otherwise qualify as discontinued operations as of June 30, 2010, as described in Note 7, Real
Estate Disposition Activities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
Total |
|
|
|
|
|
|
% NOI change |
|
|
Gross |
|
|
Total |
|
|
|
|
|
|
% NOI change |
|
|
Gross |
|
|
|
revenue |
|
|
NOI |
|
|
from prior year |
|
|
real estate (1) |
|
|
revenue |
|
|
NOI |
|
|
from prior year |
|
|
real estate (1) |
|
For the period ended June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Established |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New England |
|
$ |
35,654 |
|
|
$ |
22,300 |
|
|
|
(2.3 |
%) |
|
$ |
1,094,054 |
|
|
$ |
70,847 |
|
|
$ |
43,944 |
|
|
|
(3.4 |
%) |
|
$ |
1,094,054 |
|
Metro NY/NJ |
|
|
45,287 |
|
|
|
30,589 |
|
|
|
(4.5 |
%) |
|
|
1,389,706 |
|
|
|
89,677 |
|
|
|
60,096 |
|
|
|
(4.0 |
%) |
|
|
1,389,706 |
|
Mid-Atlantic/Midwest |
|
|
29,931 |
|
|
|
18,665 |
|
|
|
0.7 |
% |
|
|
751,070 |
|
|
|
59,322 |
|
|
|
36,211 |
|
|
|
(2.4 |
%) |
|
|
751,070 |
|
Pacific Northwest |
|
|
6,614 |
|
|
|
4,249 |
|
|
|
(14.1 |
%) |
|
|
239,836 |
|
|
|
13,231 |
|
|
|
8,675 |
|
|
|
(14.5 |
%) |
|
|
239,836 |
|
Northern California |
|
|
29,537 |
|
|
|
20,245 |
|
|
|
(7.2 |
%) |
|
|
1,109,337 |
|
|
|
58,952 |
|
|
|
40,403 |
|
|
|
(11.0 |
%) |
|
|
1,109,337 |
|
Southern California |
|
|
14,686 |
|
|
|
9,431 |
|
|
|
(7.8 |
%) |
|
|
467,668 |
|
|
|
29,459 |
|
|
|
19,137 |
|
|
|
(8.8 |
%) |
|
|
467,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Established |
|
|
161,709 |
|
|
|
105,479 |
|
|
|
(4.4 |
%) |
|
|
5,051,671 |
|
|
|
321,488 |
|
|
|
208,466 |
|
|
|
(6.0 |
%) |
|
|
5,051,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Stabilized |
|
|
30,006 |
|
|
|
18,146 |
|
|
|
N/A |
|
|
|
1,558,293 |
|
|
|
58,924 |
|
|
|
35,014 |
|
|
|
N/A |
|
|
|
1,558,293 |
|
Development / Redevelopment |
|
|
27,069 |
|
|
|
17,122 |
|
|
|
N/A |
|
|
|
1,497,779 |
|
|
|
52,110 |
|
|
|
33,425 |
|
|
|
N/A |
|
|
|
1,497,779 |
|
Land Held for Future Development |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
237,529 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
237,529 |
|
Non-allocated (2) |
|
|
1,684 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
87,487 |
|
|
|
3,533 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
87,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
220,468 |
|
|
$ |
140,747 |
|
|
|
2.8 |
% |
|
$ |
8,432,759 |
|
|
$ |
436,055 |
|
|
$ |
276,905 |
|
|
|
1.2 |
% |
|
$ |
8,432,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Established |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New England |
|
$ |
30,712 |
|
|
$ |
19,366 |
|
|
|
(8.6 |
%) |
|
$ |
857,417 |
|
|
$ |
61,353 |
|
|
$ |
38,629 |
|
|
|
(5.9 |
%) |
|
$ |
857,417 |
|
Metro NY/NJ |
|
|
39,408 |
|
|
|
27,308 |
|
|
|
(3.7 |
%) |
|
|
1,047,187 |
|
|
|
78,948 |
|
|
|
53,588 |
|
|
|
(3.8 |
%) |
|
|
1,047,187 |
|
Mid-Atlantic/Midwest |
|
|
30,519 |
|
|
|
18,954 |
|
|
|
(4.2 |
%) |
|
|
774,189 |
|
|
|
61,048 |
|
|
|
38,109 |
|
|
|
(2.7 |
%) |
|
|
774,189 |
|
Pacific Northwest |
|
|
7,172 |
|
|
|
4,959 |
|
|
|
(6.8 |
%) |
|
|
238,554 |
|
|
|
14,554 |
|
|
|
10,173 |
|
|
|
(3.3 |
%) |
|
|
238,554 |
|
Northern California |
|
|
24,975 |
|
|
|
18,161 |
|
|
|
(5.1 |
%) |
|
|
855,406 |
|
|
|
50,831 |
|
|
|
37,589 |
|
|
|
(1.8 |
%) |
|
|
855,406 |
|
Southern California |
|
|
15,776 |
|
|
|
10,906 |
|
|
|
(8.6 |
%) |
|
|
426,653 |
|
|
|
31,891 |
|
|
|
22,252 |
|
|
|
(7.1 |
%) |
|
|
426,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Established |
|
|
148,562 |
|
|
|
99,654 |
|
|
|
(5.7 |
%) |
|
|
4,199,406 |
|
|
|
298,625 |
|
|
|
200,340 |
|
|
|
(4.0 |
%) |
|
|
4,199,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Stabilized |
|
|
31,760 |
|
|
|
20,268 |
|
|
|
N/A |
|
|
|
1,428,158 |
|
|
|
62,757 |
|
|
|
40,078 |
|
|
|
N/A |
|
|
|
1,428,158 |
|
Development / Redevelopment |
|
|
29,860 |
|
|
|
16,941 |
|
|
|
N/A |
|
|
|
2,039,259 |
|
|
|
57,065 |
|
|
|
33,095 |
|
|
|
N/A |
|
|
|
2,039,259 |
|
Land Held for Future Development |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
225,634 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
225,634 |
|
Non-allocated (2) |
|
|
2,077 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
62,976 |
|
|
|
3,545 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
62,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
212,259 |
|
|
$ |
136,863 |
|
|
|
0.7 |
% |
|
$ |
7,955,433 |
|
|
$ |
421,992 |
|
|
$ |
273,513 |
|
|
|
3.3 |
% |
|
$ |
7,955,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Does not include gross real estate assets held for sale of $0 and $325,009 as of June 30, 2010 and 2009, respectively. |
|
(2) |
|
Revenue represents third-party management, asset management and developer fees and miscellaneous income which are not
allocated to a reportable segment. |
15
9. Stock-Based Compensation Plans
Information with respect to stock options granted under the Companys 1994 Stock Option
and Incentive Plan (the 1994 Plan) and under the AvalonBay Communities, Inc. 2009 Stock
Option and Incentive Plan (the 2009 Plan) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
average |
|
|
|
2009 Plan |
|
|
exercise price |
|
|
1994 Plan |
|
|
exercise price |
|
|
|
shares |
|
|
per share |
|
|
shares |
|
|
per share |
|
Options Outstanding, December 31, 2009 |
|
|
|
|
|
$ |
|
|
|
|
2,836,254 |
|
|
$ |
80.76 |
|
Exercised |
|
|
|
|
|
|
|
|
|
|
(425,090 |
) |
|
|
55.87 |
|
Granted |
|
|
126,484 |
|
|
|
74.20 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
(33,626 |
) |
|
|
99.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding, June 30, 2010 |
|
|
126,484 |
|
|
$ |
74.20 |
|
|
|
2,377,538 |
|
|
$ |
84.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Exercisable June 30, 2010 |
|
|
|
|
|
|
N/A |
|
|
|
2,027,198 |
|
|
$ |
88.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average fair value of the options granted under the 2009 Plan during the six months
ended June 30, 2010 is estimated at $19.45 per share on the date of grant using the Black-Scholes
option pricing model with the following
weighted average assumptions: dividend yield of 5.5% over the expected life of the option,
volatility of 43.00%, risk-free interest rate of 3.15% and an expected life of approximately seven
years.
At June 30, 2010, the Company had 234,226 outstanding unvested shares granted under restricted
stock awards. The Company issued 102,984 shares of restricted stock valued at $7,777 as part of its
stock-based compensation plan during the six months ended June 30, 2010. Restricted stock vesting
during the six months ended June 30, 2010 totaled 113,398 shares and had fair values at the grant
date ranging from $48.60 to $147.75 per share. The total fair value
of shares vested was $9,467
and $10,103 for the six months ended June 30, 2010 and 2009, respectively.
Total employee stock-based compensation cost recognized in income was $5,166 and $6,212 for the
six months ended June 30, 2010 and 2009, respectively, and total capitalized stock-based
compensation cost was $2,592 and $3,095 for the six months ended June 30, 2010 and 2009,
respectively. At June 30, 2010, there was a total of $2,461 and $7,804 in unrecognized
compensation cost for unvested stock options and unvested restricted stock, respectively, which
does not include estimated forfeitures. The unrecognized compensation cost for unvested stock
options and restricted stock is expected to be recognized over a weighted average period of 1.92
years and 2.52 years, respectively.
Deferred Stock Performance Plan
The total cost recognized in earnings in connection with the multi-year performance plan
implemented by the Company in 2008 was $853 and $876 for the six months ended June 30, 2010 and
2009, respectively, and total capitalized stock-based compensation cost was $466 and $498 for the
six months ended June 30, 2010 and 2009, respectively.
10. Related Party Arrangements
Unconsolidated Entities
The Company manages unconsolidated real estate entities for which it receives asset management,
property management, development and redevelopment fee revenue. From these entities, the Company
received fees of $1,684 and $2,077 in the three months ended June 30, 2010 and 2009, respectively
and $3,533 and $3,545 for the six months ended June 30, 2010 and 2009, respectively. These fees
are included in management, development and other fees on the accompanying Condensed Consolidated
Statements of Operations and Other Comprehensive Income. In addition, the Company has outstanding
receivables associated with its management role of $2,558 and $2,811 as of June 30, 2010 and 2009,
respectively.
16
Director Compensation
The Company recorded non-employee director compensation expense relating to the restricted stock
grants and deferred stock awards in the amount of $219 and $433 for
the three and six months ended June
30, 2010 as a component of general and administrative expense. Deferred compensation relating to
these restricted stock grants and deferred stock awards was $687 and $365 on June 30, 2010 and
December 31, 2009, respectively.
11. Fair Value
Financial Instruments Carried at Fair Value
Derivative Financial Instruments
Currently, the Company uses interest rate swap and interest rate cap agreements to manage its
interest rate risk. These instruments are carried at fair value in the Companys financial
statements. See Note 5, Derivative Instruments and Hedging Activities, for derivative values at
June 30, 2010 and a description of where these amounts are recorded in the financial statements.
In adjusting the fair value of its derivative contracts for the effect of counterparty
nonperformance risk, the Company has considered the impact of its net position with a given
counterparty, as well as any applicable credit enhancements, such as collateral postings,
thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of
the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the
credit valuation adjustments associated with its derivatives use Level 3
inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by
itself and its counterparties. As of June 30, 2010, the Company assessed the significance of the
impact of the credit valuation adjustments on the overall valuation of its derivative positions and
has determined it is not significant. As a result, the Company has determined that its derivative
valuations are classified in Level 2 of the fair value hierarchy.
Redeemable Noncontrolling Interests
|
|
|
Puts The Company provided redemption options (the Puts) that allow two of the
Companys joint venture partners to require the Company to purchase their interests in the
investments at the future fair market value. One Put is payable in cash or, at the
Companys option, common stock of the Company, and the second is payable in cash. The
Company determines the fair value of the Puts based on unobservable inputs considering the
assumptions that market participants would make in pricing the obligations. The Company
applies discount factors to the estimated future cash flows of the asset underlying the
associated joint venture, which in the case of the Puts is the NOI from an apartment
community, as well as potential disposition proceeds utilizing market capitalization rates,
to derive the fair value of the position. Given the significance of the unobservable
inputs, the valuations are classified in Level 3 of the fair value hierarchy. At December
31, 2009, the Puts aggregate fair value was $4,101. At June 30, 2010, the aggregate fair
value of the Puts was $7,512. |
|
|
|
|
DownREIT units The Company issued units of limited partnership interest in DownREITs
which provide the DownREIT limited partners the ability to present all or some of their
units for redemption for a cash amount as determined by the applicable partnership
agreement. Under the DownREIT agreements, for each limited partnership unit, the limited
partner is entitled to receive cash in the amount equal to the fair value of the Companys
common stock on or about the date of redemption. In lieu of cash redemption, the Company
may elect to exchange such units for an equal number of shares in the Companys common
stock. The limited partnership units in DownREITs are valued using the market price of the
Companys common stock, a Level 1 price under the fair value hierarchy. At December 31,
2009, the fair value of the DownREIT units was $1,260. At June 30, 2010, the fair value of
the DownREIT units was $1,433. |
17
Financial Instruments Not Carried at Fair Value
Cash and Cash Equivalents
Cash and cash equivalent balances are held with various financial institutions within principal
protected accounts. The Company monitors credit ratings of these financial institutions and the
concentration of cash and cash equivalent balances with any one financial institution and believes
the likelihood of realizing material losses related to cash and cash equivalent balances is remote.
Cash and cash equivalents are carried at their face amounts, which reasonably approximate their
fair values.
Other Financial Instruments
Rents receivable, accounts and construction payable and accrued expenses and other liabilities are
carried at their face amounts, which reasonably approximate their fair values.
The Company values its bond indebtedness, notes payable and outstanding amounts under the Credit
Facility using a discounted cash flow analysis on the expected cash flows of each instrument. This
analysis reflects the contractual terms of the instrument, including the period to maturity, and
uses observable market-based inputs, including interest rate curves. The process also considers
credit valuation adjustments to appropriately reflect the Companys nonperformance risk. The
Company has concluded that the value of its bond indebtedness and notes payable are Level 2 prices
as the majority of the inputs used to value its positions fall within Level 2 of the fair value
hierarchy. Bond indebtedness, notes payable and outstanding amounts under the Credit Facility (as
applicable) with an aggregate outstanding par amount of approximately $3,949,390 and $3,977,320 had
an estimated aggregate fair value of $4,114,870 and $4,052,817 at June 30, 2010 and December 31, 2009,
respectively.
12. Subsequent Events
The Company has evaluated subsequent events through the date on which this Form 10-Q was filed, the
date on which
these financial statements were issued, and identified the following for disclosure.
In July 2010, the Company completed the currently registered offering of the Companys common
stock under the CEP, selling 76,700 shares at an average price of $100.41 per share for net
proceeds of $7,586. From program inception in August 2009 through completion of the
currently registered offering, the Company sold 4,585,105 shares at an average price of $87.24 for
net proceeds of $393,993.
18
|
|
|
ITEM 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS |
Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
is intended to help provide an understanding of our business and results of operations. This MD&A
should be read in conjunction with our Condensed Consolidated Financial Statements and the
accompanying Notes to Condensed Consolidated Financial Statements included elsewhere in this
report. This report, including the following MD&A, contains forward-looking statements regarding
future events or trends as described more fully under Forward-Looking Statements included in this
report. Actual results or developments could differ materially from those projected in such
statements as a result of the factors described under Forward-Looking Statements below and the
risk factors described in Item 1a, Risk Factors, of our Form 10-K for the year ended December 31,
2009 (our Form 10-K).
All capitalized terms have the meaning as provided elsewhere in this Form 10-Q.
Executive Overview
Business Description
We are primarily engaged in developing, acquiring, owning and operating apartment communities
in high barrier to entry markets of the United States. We believe that apartment communities are an
attractive long-term investment opportunity compared to other real estate investments, because a
broad potential resident base should help reduce demand volatility over a real estate cycle.
However, throughout the real estate cycle, apartment market fundamentals, and therefore operating
cash flows, are affected by overall economic conditions. We seek to create long-term shareholder
value by accessing capital on cost effective terms; deploying that capital to develop, redevelop
and acquire apartment communities in high barrier to entry markets; operating apartment
communities; and selling communities when they no longer meet our long-term investment strategy or
when pricing is attractive. Barriers to entry in our markets generally include a difficult and
lengthy entitlement process with local jurisdictions and dense urban or suburban areas where zoned
and entitled land is in limited supply.
We regularly evaluate the allocation of our investments by the amount of invested capital and
by product type within our individual markets, which are located in New England, the New York/New
Jersey metro area, the Mid-Atlantic, the Midwest, the Pacific Northwest, and the Northern and
Southern California regions of the United States. Our strategy is to be leaders in market research
and capital allocation, delivering a range of multifamily offerings tailored to serve the needs of
the most attractive customer segments in the best-performing submarkets of the United States. Our
communities are predominately upscale, which generally command among the highest rents in their
markets. However, we also pursue the ownership and operation of apartment communities that target a
variety of customer segments and price points, consistent with our goal of offering a broad range
of products and services.
Second Quarter 2010 Highlights
|
|
|
Net income attributable to common stockholders for the quarter ended June 30, 2010
was $51,125,000, as compared to $17,674,000 for the quarter ended June 30, 2009, an
increase of 189.3%. The increase is attributable primarily to asset impairments reported in
2009, with no comparable write-downs in 2010, coupled with the gain on an asset sale in the
second quarter 2010 with no dispositions in the prior year period. |
|
|
|
|
Our Established Community portfolio experienced a 4.4% decrease in NOI over the
comparable period of 2009, comprised of a 2.1% decrease in rental revenue and an increase
in operating expenses of 2.5%. Sequential rental revenue increased by 1.3% as compared to
the first quarter 2010. |
Financial Outlook
Our portfolio results reflect sequential rental revenue growth, continued higher occupancy levels
and lower turnover. We expect sequential quarterly revenue growth to continue for the balance of
2010, with year-over-year revenue growth beginning in the second half of 2010. The current positive
trend in the multi-family sector looks to be supported by the continued decline in the
homeownership rate, as well as an increase in the proportion of the population having a higher
propensity to rent. Further improvement in revenue growth and operating fundamentals will
be driven by home ownership trends, demographic trends, as well as the timing and magnitude of employment growth.
19
At June 30, 2010, seven communities were under construction with a total projected capitalized cost
of approximately $843,100,000. As of June 30, 2010, approximately $679,100,000 of the capital for
this development was invested, with $164,000,000 remaining to invest. We have obtained $39,900,000
of this required funding through financing from secured tax-exempt and taxable debt. In addition
to the development community we started in the first quarter of 2010, in July 2010, we started
construction of three development communities containing 395 apartment homes at an aggregate total
capitalized cost of $106,300,000. As previously disclosed, we still expect to start $600,000,000 in
new development in 2010, with our combined development under way and in planning currently at
$3,091,100,000. We expect increased development activity in the
second half of 2010, enabling us to
deliver assets into expected favorable market conditions in 2011 and 2012 .
At June 30, 2010, there were seven communities under redevelopment, with an expected investment of
approximately $89,000,000, excluding costs incurred prior to the start of redevelopment, with
$34,400,000 remaining to be invested. We expect to increase our current level of redevelopment
activity through the end of 2010, taking the opportunity to reinvest and reposition our assets to
meet the needs of our residents and ensure that our assets are positioned to outperform as the
economy fully recovers.
At present, cash on hand and available capital from our Credit Facility are sufficient to
provide the capital necessary to fund our development and redevelopment activities for the balance
of 2010. We believe that the strength of our balance sheet, as measured by our current level of
indebtedness, our current ability to service interest and other fixed charges and our current
limited use of financial encumbrances (such as secured financing), provides us with adequate access
to liquidity from the capital markets through the issuance of corporate securities (which could
include unsecured debt and/or common and preferred equity) and secured debt, as well as other
sources of liquidity such as from joint ventures or from our retained
cash, to meet any reasonably foreseeable liquidity needs as they arise. See the discussion under Liquidity and Capital Resources.
While we continue to grow principally through our demonstrated core
competency of developing wholly owned assets, we also acquire interests in additional assets,
primarily through our investment in two private discretionary investment funds.
We established Fund I and Fund II (collectively the Funds) to engage in acquisition programs
through discretionary investment funds. We believe this investment format provides the following
attributes: (i) this format provides third-party joint venture equity as an additional source of
financing to expand and diversify our portfolio; (ii) the use of a discretionary investment fund
structure provides additional sources of income in the form of property management and asset
management fees and, potentially, incentive distributions if the performance of the Funds exceeds
certain thresholds; and (iii) this format provides visibility into the transactions occurring in
multi-family assets that helps us with other investment decisions related to our wholly owned
portfolio.
One of our wholly owned subsidiaries is the general partner of Fund I and we have invested
approximately $44,000,000 net of distributions, in Fund I, representing a 15.2% combined general
partner and limited partner equity interest. Fund I was our principal vehicle for acquiring
apartment communities through the close of its investment period in March 2008. Subsidiaries of
Fund I have 21 loans secured by individual assets with amounts outstanding in the aggregate of
$436,259,000 with varying maturity dates (or dates after which the loans can be prepaid without
penalty), ranging from October 2011 to September 2016. These mortgage loans are secured by the
underlying real estate.
Fund II has six institutional investors, including us. One of our wholly owned subsidiaries is the
general partner of Fund II and we have total equity commitments of $125,000,000. Fund II can employ
leverage of up to 65%, allowing for a total investment capacity of approximately $1,100,000,000,
and has a term that expires in August 2018, plus two one-year extension options. Fund II now serves
as the exclusive vehicle through which we will acquire investment interests in apartment
communities until August 2011 or, if earlier, until 90% of the committed capital of Fund II is
invested, subject to limited exceptions. Fund II will not include or involve our development
activities. We will receive, in addition to any returns on our invested equity, asset management
fees, property management fees and redevelopment fees. We will also receive a promoted interest if
certain return thresholds are met. Subsidiaries of Fund II have three loans secured by individual
assets with amounts outstanding in the aggregate of $84,365,000 with varying maturity dates (or
dates after which the loans can be prepaid without penalty), ranging from May 2017 to June 2019.
These mortgage loans are secured by the underlying real estate.
20
Communities Overview
Our real estate investments consist primarily of current operating apartment communities,
communities in various stages of development (Development Communities) and Development Rights as
defined below. Our current operating communities are further distinguished as Established
Communities, Other Stabilized Communities, Lease-Up Communities and Redevelopment Communities. The
following is a description of each category:
Current Communities are categorized as Established, Other Stabilized,
Lease-Up, or Redevelopment according to the following attributes:
|
|
|
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 and operating
expenses as of the beginning of the prior year. For the period ended
June 30, 2010, the Established Communities are communities that are
consolidated for financial reporting purposes, had stabilized occupancy
and operating expenses as of January 1, 2009, are not conducting or
planning to conduct substantial redevelopment activities and are not
held for sale or planned for disposition within the current year. A
community is considered to have stabilized occupancy at the earlier of
(i) attainment of 95% physical occupancy or (ii) the one-year
anniversary of completion of development or redevelopment. |
|
|
|
|
Other Stabilized Communities are all other completed communities that
we own or have a direct or indirect ownership interest in, and that have
stabilized occupancy, as defined above. Other Stabilized Communities do
not include communities that are conducting or planning to conduct
substantial redevelopment activities within the current year. |
|
|
|
|
Lease-Up Communities are communities where construction has been
complete for less than one year and where physical occupancy has not
reached 95%. |
|
|
|
|
Redevelopment Communities are communities where substantial
redevelopment is in progress or is planned to begin during the current
year. Redevelopment is considered substantial when capital invested
during the reconstruction effort is expected to exceed either $5,000,000
or 10% of the communitys pre-redevelopment basis and is expected to
have a material impact on the operations of the community, including
occupancy levels and future rental rates. |
Development Communities are communities that are under construction and for
which a certificate of occupancy has not been received. These communities may be
partially complete and operating.
Development Rights are development opportunities in the early phase of the
development process for which we either have an option to acquire land or enter into
a leasehold interest, for which we are the buyer under a long-term conditional
contract to purchase land or where we own land to develop a new community. We
capitalize related pre-development costs incurred in pursuit of new developments for
which we currently believe future development is probable.
We currently lease our corporate headquarters located in Arlington, Virginia, under a ten-year
operating lease. In addition, we currently own approximately 60,000 square feet of office space in
Alexandria, Virginia, which formerly served as our corporate office. We are exploring alternatives
to lease or sell our former office space in Alexandria, Virginia. All other regional and
administrative offices are leased under operating leases.
21
As of June 30, 2010, communities that we owned or held a direct or indirect interest in were
classified as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Number of |
|
|
|
communities |
|
|
apartment homes |
|
Current Communities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Established Communities: |
|
|
|
|
|
|
|
|
New England |
|
|
25 |
|
|
|
6,442 |
|
Metro NY/NJ |
|
|
21 |
|
|
|
6,908 |
|
Mid-Atlantic/Midwest |
|
|
15 |
|
|
|
5,944 |
|
Pacific Northwest |
|
|
8 |
|
|
|
1,943 |
|
Northern California |
|
|
20 |
|
|
|
5,975 |
|
Southern California |
|
|
12 |
|
|
|
3,460 |
|
|
|
|
|
|
|
|
Total Established |
|
|
101 |
|
|
|
30,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Stabilized Communities: |
|
|
|
|
|
|
|
|
New England |
|
|
9 |
|
|
|
2,169 |
|
Metro NY/NJ |
|
|
9 |
|
|
|
2,423 |
|
Mid-Atlantic/Midwest |
|
|
12 |
|
|
|
3,368 |
|
Pacific Northwest |
|
|
4 |
|
|
|
1,021 |
|
Northern California |
|
|
8 |
|
|
|
2,145 |
|
Southern California |
|
|
13 |
|
|
|
3,130 |
|
Total Other Stabilized |
|
|
55 |
|
|
|
14,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease-Up Communities |
|
|
1 |
|
|
|
276 |
|
|
|
|
|
|
|
|
|
|
Redevelopment Communities |
|
|
7 |
|
|
|
2,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Communities |
|
|
164 |
|
|
|
47,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development Communities |
|
|
7 |
|
|
|
2,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development Rights |
|
|
28 |
|
|
|
7,329 |
|
|
|
|
|
|
|
|
22
Results of Operations
Our year-over-year operating performance is primarily affected by both overall and individual
geographic market conditions and apartment fundamentals and is reflected in changes in NOI of our
Established Communities; NOI derived from acquisitions and development completions; the loss of NOI
related to disposed communities; and capital market and financing activity. A comparison of our
operating results for the three and six months ended June 30, 2010 and 2009 follows (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
6-30-10 |
|
|
6-30-09 |
|
|
$ Change |
|
|
% Change |
|
|
6-30-10 |
|
|
6-30-09 |
|
|
$ Change |
|
|
% Change |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and other income |
|
$ |
218,784 |
|
|
$ |
210,182 |
|
|
$ |
8,602 |
|
|
|
4.1 |
% |
|
$ |
432,522 |
|
|
$ |
418,447 |
|
|
$ |
14,075 |
|
|
|
3.4 |
% |
Management, development and other fees |
|
|
1,684 |
|
|
|
2,077 |
|
|
|
(393 |
) |
|
|
(18.9 |
%) |
|
|
3,533 |
|
|
|
3,545 |
|
|
|
(12 |
) |
|
|
(0.3 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
220,468 |
|
|
|
212,259 |
|
|
|
8,209 |
|
|
|
3.9 |
% |
|
|
436,055 |
|
|
|
421,992 |
|
|
|
14,063 |
|
|
|
3.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct property operating expenses, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
excluding property taxes |
|
|
55,133 |
|
|
|
53,179 |
|
|
|
1,954 |
|
|
|
3.7 |
% |
|
|
109,567 |
|
|
|
103,906 |
|
|
|
5,661 |
|
|
|
5.4 |
% |
Property taxes |
|
|
23,175 |
|
|
|
19,945 |
|
|
|
3,230 |
|
|
|
16.2 |
% |
|
|
46,347 |
|
|
|
40,831 |
|
|
|
5,516 |
|
|
|
13.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total community operating expenses |
|
|
78,308 |
|
|
|
73,124 |
|
|
|
5,184 |
|
|
|
7.1 |
% |
|
|
155,914 |
|
|
|
144,737 |
|
|
|
11,177 |
|
|
|
7.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate-level property management and other indirect operating expenses |
|
|
9,262 |
|
|
|
9,634 |
|
|
|
(372 |
) |
|
|
(3.9 |
%) |
|
|
18,316 |
|
|
|
19,678 |
|
|
|
(1,362 |
) |
|
|
(6.9 |
%) |
Investments and investment management expense |
|
|
1,047 |
|
|
|
907 |
|
|
|
140 |
|
|
|
15.4 |
% |
|
|
2,086 |
|
|
|
1,822 |
|
|
|
264 |
|
|
|
14.5 |
% |
Expensed development and other pursuit costs |
|
|
443 |
|
|
|
2,281 |
|
|
|
(1,838 |
) |
|
|
(80.6 |
%) |
|
|
947 |
|
|
|
3,375 |
|
|
|
(2,428 |
) |
|
|
(71.9 |
%) |
Interest expense, net |
|
|
41,458 |
|
|
|
36,880 |
|
|
|
4,578 |
|
|
|
12.4 |
% |
|
|
83,999 |
|
|
|
67,010 |
|
|
|
16,989 |
|
|
|
25.4 |
% |
Gain on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
(1,062 |
) |
|
|
1,062 |
|
|
|
(100.0 |
%) |
Depreciation expense |
|
|
57,479 |
|
|
|
51,174 |
|
|
|
6,305 |
|
|
|
12.3 |
% |
|
|
113,574 |
|
|
|
101,247 |
|
|
|
12,327 |
|
|
|
12.2 |
% |
General and administrative expense |
|
|
4,041 |
|
|
|
5,390 |
|
|
|
(1,349 |
) |
|
|
(25.0 |
%) |
|
|
12,936 |
|
|
|
12,637 |
|
|
|
299 |
|
|
|
2.4 |
% |
Impairment loss |
|
|
|
|
|
|
20,302 |
|
|
|
(20,302 |
) |
|
|
(100.0 |
%) |
|
|
|
|
|
|
20,302 |
|
|
|
(20,302 |
) |
|
|
(100.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
113,730 |
|
|
|
126,568 |
|
|
|
(12,838 |
) |
|
|
(10.1 |
%) |
|
|
231,858 |
|
|
|
225,009 |
|
|
|
6,849 |
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of unconsolidated entities |
|
|
463 |
|
|
|
492 |
|
|
|
(29 |
) |
|
|
(5.9 |
%) |
|
|
689 |
|
|
|
3,949 |
|
|
|
(3,260 |
) |
|
|
(82.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
28,893 |
|
|
|
13,059 |
|
|
|
15,834 |
|
|
|
121.2 |
% |
|
|
48,972 |
|
|
|
56,195 |
|
|
|
(7,223 |
) |
|
|
(12.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
244 |
|
|
|
3,664 |
|
|
|
(3,420 |
) |
|
|
(93.3 |
%) |
|
|
2,240 |
|
|
|
7,629 |
|
|
|
(5,389 |
) |
|
|
(70.6 |
%) |
Gain on sale of communities |
|
|
21,929 |
|
|
|
|
|
|
|
21,929 |
|
|
|
100.0 |
% |
|
|
72,220 |
|
|
|
|
|
|
|
72,220 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total discontinued operations |
|
|
22,173 |
|
|
|
3,664 |
|
|
|
18,509 |
|
|
|
505.2 |
% |
|
|
74,460 |
|
|
|
7,629 |
|
|
|
66,831 |
|
|
|
876.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
51,066 |
|
|
|
16,723 |
|
|
|
34,343 |
|
|
|
205.4 |
% |
|
|
123,432 |
|
|
|
63,824 |
|
|
|
59,608 |
|
|
|
93.4 |
% |
Net loss
attributable to redeemable noncontrolling interests |
|
|
59 |
|
|
|
951 |
|
|
|
(892 |
) |
|
|
(93.8 |
%) |
|
|
216 |
|
|
|
1,275 |
|
|
|
(1,059 |
) |
|
|
(83.1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
51,125 |
|
|
$ |
17,674 |
|
|
$ |
33,451 |
|
|
|
189.3 |
% |
|
$ |
123,648 |
|
|
$ |
65,099 |
|
|
$ |
58,549 |
|
|
|
89.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders increased $33,451,000 or 189.3%, to $51,125,000 for
the three months ended June 30, 2010 and increased $58,549,000 or 89.9% to $123,648,000 for the six
months ended June 30, 2010. The increases are due primarily to asset impairments reported in 2009,
with no comparable impairments in 2010, as well as the gain on sale of an operating community in
the second quarter 2010, with no sales in the prior year period.
NOI is considered by management to be an important and appropriate supplemental performance measure
to net income because it helps both investors and management to understand the core operations of a
community or communities prior to the allocation of any corporate-level or financing-related costs.
NOI reflects the operating performance of a community and allows for an easy comparison of the
operating performance of individual assets or groups of assets. In addition, because prospective
buyers of real estate have different financing and overhead structures, with varying marginal
impacts to overhead by acquiring real estate, NOI is considered by many in the real estate industry
to be a useful measure for determining the value of a real estate asset or group of assets. We
define NOI as total property revenue less direct property operating expenses, including property
taxes, and excluding corporate-level income (including management, development and other fees),
corporate-level
property management and other indirect operating expenses, investments and investment management
expenses, expensed development and other pursuit costs, net interest expense, gain (loss) on
extinguishment of debt, general and administrative expense, joint venture income (loss),
depreciation expense, impairment loss on land holdings, gain on sale of real estate assets and
income from discontinued operations.
NOI does not represent cash generated from operating activities in accordance with GAAP.
Therefore, NOI should not be considered an alternative to net income as an indication of our
performance. NOI should also not be considered an alternative to net cash flow from operating
activities, as determined by GAAP, as a measure of
23
liquidity, nor is NOI necessarily indicative of
cash available to fund cash needs. Reconciliations of NOI for the three and six months ended June
30, 2010 and 2009 to net income for each period, are as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
6-30-10 |
|
|
6-30-09 |
|
|
6-30-10 |
|
|
6-30-09 |
|
Net income |
|
$ |
51,066 |
|
|
$ |
16,723 |
|
|
$ |
123,432 |
|
|
$ |
63,824 |
|
Indirect operating expenses, net
of corporate income |
|
|
7,849 |
|
|
|
7,362 |
|
|
|
15,080 |
|
|
|
15,936 |
|
Investments and investment
management expense |
|
|
1,047 |
|
|
|
907 |
|
|
|
2,086 |
|
|
|
1,822 |
|
Expensed development and other
pursuit costs |
|
|
443 |
|
|
|
2,281 |
|
|
|
947 |
|
|
|
3,375 |
|
Interest expense, net |
|
|
41,458 |
|
|
|
36,880 |
|
|
|
83,999 |
|
|
|
67,010 |
|
Gain on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,062 |
) |
General and administrative expense |
|
|
4,041 |
|
|
|
5,390 |
|
|
|
12,936 |
|
|
|
12,637 |
|
Equity in income of unconsolidated
entities |
|
|
(463 |
) |
|
|
(492 |
) |
|
|
(689 |
) |
|
|
(3,949 |
) |
Depreciation expense |
|
|
57,479 |
|
|
|
51,174 |
|
|
|
113,574 |
|
|
|
101,247 |
|
Impairment loss land holdings |
|
|
|
|
|
|
20,302 |
|
|
|
|
|
|
|
20,302 |
|
Gain on sale of real estate assets |
|
|
(21,929 |
) |
|
|
|
|
|
|
(72,220 |
) |
|
|
|
|
Income from discontinued operations |
|
|
(244 |
) |
|
|
(3,664 |
) |
|
|
(2,240 |
) |
|
|
(7,629 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
$ |
140,747 |
|
|
$ |
136,863 |
|
|
$ |
276,905 |
|
|
$ |
273,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The NOI changes for the three and six months ended June 30, 2010, as compared to the prior year
period, consist of changes in the following categories (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
6-30-10 |
|
|
6-30-09 |
|
Established Communities |
|
$ |
(4,890 |
) |
|
$ |
(13,304 |
) |
|
|
|
|
|
|
|
|
|
Other Stabilized Communities |
|
|
7,808 |
|
|
|
16,836 |
|
|
|
|
|
|
|
|
|
|
Development and
Redevelopment Communities |
|
|
966 |
|
|
|
(140 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,884 |
|
|
$ |
3,392 |
|
|
|
|
|
|
|
|
The NOI decrease in Established Communities in the second quarter and year to date 2010 as compared
to the prior year periods was largely due to rental revenue declines, coupled with increases in
community operating expenses. For the balance of 2010, we expect year-over-year rental revenue to
continue to decline at a decreasing rate, and eventually transition to year-over-year growth. We
anticipate continued improvement in rental rates, with continued sequential quarterly rental rate
growth and strong but moderate occupancy levels.
Rental and other income increased in the three and six months ended June 30, 2010 as compared to
the prior year period due to additional rental income generated from newly developed communities
and increased occupancy in our Established Communities, offset somewhat by decreased rental rates
for our Established Communities.
Overall Portfolio The weighted average number of occupied apartment homes increased to
40,002 apartment homes for the six months ended June 30, 2010 as compared to 39,265 homes
for the prior year period. This increase is primarily due to homes available from newly
developed communities and increased occupancy levels, offset partially by communities sold
during 2009 and 2010. The weighted average monthly revenue per occupied apartment home
decreased to $1,799 for the six months ended June 30, 2010 as compared to $1,855 in the
prior year period.
Established Communities Rental revenue decreased $3,463,000, or 2.1%, for
the three months ended June 30, 2010 from the prior year period. Rental revenue
decreased $10,390,000, or 3.1%, for the six months ended June 30, 2010 over the
prior year period. The decreases are due to lower rental rates, offset by an
increase in the average economic occupancy. Economic occupancy increased by 1.1%
from 95.2% to 96.3% for the six
months ended June 30, 2010. Economic occupancy takes into account the fact that
apartment homes of different sizes and locations within a community have different
economic impacts on a communitys gross revenue. Economic occupancy is defined as
gross potential revenue less vacancy loss, as a percentage of gross potential
revenue. Gross potential revenue is determined by valuing occupied homes at leased
rates and vacant homes at market rents. For the six months ended June 30, 2010, the
weighted average monthly revenue per occupied apartment home decreased 4.2% to
$1,813 compared to $1,892 in the prior year period.
24
We experienced decreases in Established Communities rental revenue in all six of our regions
for the six months ended June 30, 2010 as compared to the prior year period, although these
decreases were less than we had anticipated. In the discussion below, sequential revenue growth
represents growth in revenue between the first and second quarter of 2010. Information regarding
rental revenue for each of our six regions is discussed in more detail below.
The Metro New York/New Jersey region, which accounted for 27.9% of Established Community rental
revenue for the six months ended June 30, 2010, experienced a decrease in rental revenue of 2.0%
as compared to the prior year period. Average rental rates decreased 3.1% to $2,238, and
economic occupancy increased 1.1% to 96.5% for the six months ended June 30, 2010. Among our
regions, the New York metro area posted the strongest sequential rental revenue growth during
the second quarter of 2010, with 2.2% growth. We believe rental revenue growth will continue
trending positive during the second half of 2010, supported by the early signs of recovery in
New Yorks economy.
The New England region accounted for 22.0% of the Established Community rental revenue for the
six months ended June 30, 2010 and experienced a rental revenue decrease of 1.3% over the prior
year period. Average rental rates decreased 2.6% to $1,903 and economic occupancy increased 1.3%
to 96.3% for the six months ended June 30, 2010, as compared to the prior year period. In
Boston, reduced deliveries of new rental supply and a relatively stable employment base resulted
in sequential growth in rental revenue of 0.9% during the second quarter of 2010. Fairfield-New
Haven, with sequential rental revenue growth of 2.0% during the second quarter of 2010, has
benefited from the improvement in the financial sector, due to this markets proximity to New
York City.
The Mid-Atlantic/Midwest region, which represented 18.5% of Established Community rental revenue
for the six months ended June 30, 2010, experienced a decrease in rental revenue of 0.3% over
the prior year period. Average rental rates decreased by 0.4% to $1,727, while economic
occupancy increased 0.1% to 96.3% for the six months ended June 30, 2010 as compared to the
prior year period. Apartment demand in this region continues to benefit from the impact of
increased government spending and government services employment, which is less prone to
recessionary pressures compared to other regions, resulting in sequential quarterly rental
revenue growth of 1.8%. Absorption of newly completed apartments is helping reduce competitive
supply in many submarkets.
Northern California accounted for 18.3% of the Established Community rental revenue for the six
months ended June 30, 2010 and experienced a rental revenue decrease of 7.3% over the prior year
period. Average rental rates decreased 8.3% to $1,704 and economic occupancy increased 1.0% to
96.5% for the six months ended June 30, 2010 as compared to the prior year period. Based in part
on improving conditions in technology and tourism,
we expect improved renter demand in the near-term, but the impact is expected to be uneven among
the regions three major metro areas.
Southern California accounted for 9.2% of the Established Community rental revenue for the six
months ended June 30, 2010 and experienced a rental revenue decrease of 5.0% over the prior year
period. Average rental rates decreased 7.2% to $1,484, and economic occupancy increased 2.2% to
95.6% for the six months ended June 30, 2010. We expect this regions economic recovery to lag
other regions due primarily to a disproportionate level of employment concentrated in the
mortgage lending industry.
The Pacific Northwest region accounted for 4.1% of the Established Community rental revenue for
the six months ended June 30, 2010 and experienced a rental revenue decrease of 9.1% over the
prior year period. Average rental rates decreased 10.8% to $1,183 and economic occupancy
increased by 1.7% to 95.8% for the six months ended June 30, 2010. Metropolitan Seattle has
experienced net positive job gains during the first half of 2010. While we expect a recovery in
job growth ahead of other markets, the pace of improvement in apartment fundamentals will depend
on absorption of new supply in certain submarkets.
25
In accordance with GAAP, cash concessions are amortized as an offset to rental revenue over the
approximate lease term, which is generally one year. As a supplemental measure, we also present
rental revenue with concessions stated on a cash basis to help investors evaluate the impact of
both current and historical concessions on GAAP based rental revenue and to more readily enable
comparisons to revenue as reported by other companies. Rental revenue with concessions stated on a
cash basis also allows investors to understand historical trends in cash concessions, as well as
current rental market conditions.
The following table reconciles total rental revenue in conformity with GAAP to total rental revenue
adjusted to state concessions on a cash basis for our Established Communities for the three and six
months ended June 30, 2010 and 2009 (dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
6-30-10 |
|
|
6-30-09 |
|
|
6-30-10 |
|
|
6-30-09 |
|
Rental revenue (GAAP basis) |
|
$ |
161,641 |
|
|
$ |
165,104 |
|
|
$ |
321,280 |
|
|
$ |
331,670 |
|
Concessions amortized |
|
|
1,146 |
|
|
|
2,724 |
|
|
|
2,746 |
|
|
|
5,632 |
|
Concessions granted |
|
|
(475 |
) |
|
|
(2,567 |
) |
|
|
(1,069 |
) |
|
|
(4,775 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenue adjusted to state
concessions on a cash basis |
|
$ |
162,312 |
|
|
$ |
165,261 |
|
|
$ |
322,957 |
|
|
$ |
332,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year % change GAAP revenue |
|
|
|
|
|
|
(2.1 |
%) |
|
|
|
|
|
|
(3.1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year % change cash
concession based revenue |
|
|
|
|
|
|
(1.8 |
%) |
|
|
|
|
|
|
(2.9 |
%) |
Management, development and other fees decreased $393,000, or 18.9%, for the three months ended
June 30, 2010 and $12,000, or 0.3% for the six months ended June 30, 2010 as compared to the prior
year periods. The decrease for the three months ended June 30, 2010 was due primarily to decreased
asset management fees from Fund II, which effective March 2010 transitioned from a minimum base fee
for the start up period, to a fee based on invested capital.
Direct property operating expenses, excluding property taxes increased $1,954,000, or 3.7% for the
three months ended June 30, 2010 and $5,661,000, or 5.4% for the six months ended June 30, 2010 as
compared to the prior year periods, primarily due to the addition of recently developed apartment
homes.
For Established Communities, direct property operating expenses, excluding property taxes,
decreased $298,000, or 0.8% to $38,936,000 for the three months ended June 30, 2010, and increased
approximately $850,000, or 1.1% to $78,342,000 for the six months ended June 30, 2010, as compared
to the prior year periods. The decrease for the three months ended June 30, 2010 is due to
decreased bad debt expense, favorable utilities costs and a decrease in insurance costs over the
prior year period. The increase for the six months ended June 30, 2010 is due primarily to the
adverse impact of severe winter weather (snow removal) and related increased community maintenance
costs, offset partially by a decrease in insurance and utility related expenses.
Property taxes increased $3,230,000, or 16.2% and $5,516,000, or 13.5% for the three and six months
ended June 30, 2010, due to the addition of newly developed and redeveloped apartment homes and a
large refund received for one community in New York in 2009, with no comparable receipts in 2010.
Property tax increases are often impacted by the size and timing of successful tax appeals.
For Established Communities, property taxes increased by $1,682,000, or 10.8% and $2,083,000 or
6.4% for the three and six months ended June 30, 2010 over the prior year periods, due primarily to
a large refund received for one community in New York in 2009. The impact of the economic recession
has not been reflected in all current assessments, as there is typically a time lag between a
change in the economy affecting property valuations and updated real estate tax assessments. In
regions where current assessments have been reduced, tax rates have increased to provide consistent
amounts of revenue to the taxing authorities. Therefore, we expect property taxes to continue to
increase for the balance of 2010 over 2009. For communities in California, property tax changes are
determined by the change in the California Consumer Price Index, with increases limited by law
(Proposition 13).
26
We evaluate property tax increases internally and also engage third-party
consultants to assist in our evaluations. We appeal property tax increases when appropriate.
Corporate-level property management and other indirect operating expenses decreased by $372,000, or
3.9% and $1,362,000 or 6.9% for the three and six months ended June 30, 2010 over the prior year
periods. These decreases are due primarily to decreases in compensation costs, coupled with the
timing of costs related to corporate initiatives.
Expensed development and other pursuit costs primarily reflect the costs incurred for abandoned
pursuit costs, which include costs incurred for development pursuits not yet considered probable
for development, as well as the abandonment of Development Rights and disposition pursuits.
Expensed development and other pursuit costs decreased during the three and six months ended June
30, 2010 as compared to the prior year periods, due to decreases in abandoned development pursuits.
These costs can be volatile, particularly in periods of economic downturn or when there is limited
access to capital, and the costs may vary significantly from period to period.
Interest expense, net increased $4,578,000, or 12.4% and $16,989,000 or 25.4% for the three and six
months ended June 30, 2010 over the prior year periods. This category includes interest costs
offset by interest capitalized and interest income. The increase for the three and six months
ended June 30, 2010 is due primarily to interest expense from additional secured debt outstanding,
as well as a decrease in the amount of interest cost allocated to capitalized interest in 2010 as
compared to the prior year, offset partially by a decrease in interest expense from lower amounts
of unsecured notes in 2010 as compared to 2009.
Gain on extinguishment of debt, net reflects the impact of our debt repurchase activity for
payments above or below the carrying basis. The net gain in the six months ended June 30, 2009 is
due to the gain recognized from our January 2009 tender offer.
Depreciation expense increased $6,305,000 or 12.3% and $12,327,000, or 12.2% in the three and six
months ended June 30, 2010 primarily due to the net increase in assets from the completion of
development and redevelopment activities.
General and administrative expense (G&A) decreased $1,349,000, or 25.0% and increased $299,000,
or 2.4% for the three and six months ended June 30, 2010 as compared to the prior year periods. The
decrease for the three months ended June 30, 2010 is due primarily to a reduction in previously
recorded separation costs, as well as the receipt of proceeds from the settlement of certain legal
matters.
Impairment loss decreased for the three and six months ended June 30, 2010 from the prior year
periods due to the recognition of an impairment charge on property owned associated with two former
Development Rights in 2009, with no comparable expense in 2010. We are not aware of any additional
impairments present in our inventory of land, or other development ventures. However, our focus on
value creation through the development of new apartment communities, coupled with a large
development pipeline, presents a risk that could result in future impairment charges, as these costs
can be volatile, varying significantly from period to period, particularly in periods of economic
downturn or when there is limited access to capital.
Equity in income of unconsolidated entities for the three and six months ended June 30, 2010
decreased $29,000, or 5.9% and $3,260,000, or 82.6% from the prior year periods due
primarily to the recognition of our promoted interest in the joint venture that owns Avalon
Chrystie Place in the first quarter of 2009.
Income from discontinued operations represents the net income generated by communities sold or
qualifying as discontinued operations during the period from January 1, 2009 through June 30, 2010.
This income decreased for the three and six months ended June 30, 2010 due to communities disposed
from January 1, 2009 through June 30, 2010.
Gain on sale of communities increased for the three and six months ended June 30, 2010 as compared
to the prior year periods as a result of dispositions in the six months ended June 30, 2010 with no
comparable activity in the six months ended June 30, 2009. The amount of gain realized upon
disposition of a community depends on many factors, including the number of communities sold, the size and carrying value of those
communities and the market conditions in the local area.
27
Funds from Operations Attributable to Common Stockholders (FFO)
FFO is considered by management to be an appropriate supplemental measure of our operating and
financial performance. In calculating FFO, we exclude gains or losses related to dispositions of
previously depreciated property and exclude real estate depreciation, which can vary among owners
of identical assets in similar condition based on historical cost accounting and useful life
estimates. FFO can help one compare the operating performance of a real estate company between
periods or as compared to different companies. We believe that in order to understand our
operating results, FFO should be examined with net income as presented in our Condensed
Consolidated Financial Statements included elsewhere in this report.
Consistent with the definition adopted by the Board of Governors of the National Association of
Real Estate Investment Trustsâ (NAREIT), we calculate FFO as net income or loss
computed in accordance with GAAP, adjusted for:
|
|
|
gains or losses on sales of previously depreciated operating communities; |
|
|
|
|
extraordinary gains or losses (as defined by GAAP); |
|
|
|
|
depreciation of real estate assets; and |
|
|
|
|
adjustments for unconsolidated partnerships and joint ventures. |
FFO does not represent net income attributable to common stockholders of the Company in accordance
with GAAP, and therefore it should not be considered an alternative to net income, which remains
the primary measure of performance. In addition, FFO as calculated by other REITs may not be
comparable to our calculation of FFO.
The following is a reconciliation of net income attributable to the Company to FFO (dollars in
thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
6-30-10 |
|
|
6-30-09 |
|
|
6-30-10 |
|
|
6-30-09 |
|
Net income attributable to common stockholders |
|
$ |
51,125 |
|
|
$ |
17,674 |
|
|
$ |
123,648 |
|
|
$ |
65,099 |
|
Depreciation real estate assets, including discontinued
operations and joint venture adjustments |
|
|
58,593 |
|
|
|
54,126 |
|
|
|
115,605 |
|
|
|
107,651 |
|
Distributions to noncontrolling interests, including
discontinued operations |
|
|
14 |
|
|
|
14 |
|
|
|
27 |
|
|
|
39 |
|
Gain on sale of operating communities |
|
|
(21,929 |
) |
|
|
|
|
|
|
(72,220 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO attributable to common stockholders |
|
$ |
87,803 |
|
|
$ |
71,814 |
|
|
$ |
167,060 |
|
|
$ |
172,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted |
|
|
84,245,105 |
|
|
|
80,042,294 |
|
|
|
83,247,995 |
|
|
|
79,898,287 |
|
EPS per common share diluted |
|
$ |
0.61 |
|
|
$ |
0.22 |
|
|
$ |
1.49 |
|
|
$ |
0.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common share diluted |
|
$ |
1.04 |
|
|
$ |
0.90 |
|
|
$ |
2.01 |
|
|
$ |
2.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO also does not represent cash generated from operating activities in accordance with GAAP, and
therefore should not be considered an alternative to net cash flows from operating activities, as
determined by GAAP, as a measure of liquidity. Additionally, it is not necessarily indicative of
cash available to fund cash needs.
A presentation of GAAP based cash flow metrics is as follows (dollars in thousands) and a
discussion of Liquidity and Capital Resources can be found later in this report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6-30-10 |
|
|
|
6-30-09 |
|
|
|
6-30-10 |
|
|
|
6-30-09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
102,841 |
|
|
$ |
98,907 |
|
|
$ |
171,724 |
|
|
$ |
189,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
$ |
2,065 |
|
|
$ |
(146,376 |
) |
|
$ |
(33,978 |
) |
|
$ |
(276,057 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
$ |
145,518 |
|
|
$ |
172,922 |
|
|
$ |
130,284 |
|
|
$ |
236,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
Liquidity and Capital Resources
We believe our principal short-term liquidity needs are to fund:
|
|
|
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 opportunistic pre-payments; |
|
|
|
|
normal recurring operating expenses; and |
|
|
|
|
capital calls for Fund II, as required. |
Factors affecting our liquidity and capital resources are our cash flows from operations, financing
activities and investing activities (including dispositions) as well as general economic and market
conditions. Operating cash flow has historically been determined by: (i) the number of apartment
homes currently owned, (ii) rental rates, (iii) occupancy levels and (iv) operating expenses with
respect to apartment homes. The timing and type of capital markets activity in which we engage, as
well as our plans for development, redevelopment, acquisition and disposition activity, are
affected by changes in the capital markets environment, such as changes in interest rates or the
availability of cost-effective capital. We regularly review our liquidity needs, the adequacy of
cash flows from operations and other expected liquidity sources to meet these needs.
During the second quarter of 2010 we saw the continued availability of capital on cost effective
terms. We accessed the capital markets through the CEP, raising $209,428,000 in net proceeds. In
July 2010, we reached the maximum amount of sales registered for sale under the program, having
raised $393,993,000 in net proceeds since its inception in August 2009. We also sold one apartment
community providing net proceeds of $106,252,000. For the balance of 2010, we expect to meet our
liquidity needs from a variety of internal and external sources, which may include cash balances on
hand, borrowing capacity under our Credit Facility (as defined elsewhere in this form 10-Q),
secured financings, and other public or private sources of liquidity, as well as our operating
activities. Our ability to obtain additional financing will depend on a variety of factors such as
market conditions, the general availability of credit, the overall availability of credit to the
real estate industry, our credit ratings and credit capacity, as well as the perception of lenders
regarding our long or short-term financial prospects. At June 30, 2010, we have unrestricted cash,
cash equivalents and cash in escrow of $561,988,000 available for both current liquidity needs as
well as development activities, of which $93,440,000 relates to a Development Right for which we
have not begun construction.
Unrestricted cash and cash equivalents totaled $373,721,000 at June 30, 2010, an increase of
$268,030,000 from $105,691,000 at December 31, 2009. The following discussion relates to changes
in cash due to operating, investing and financing activities, which are presented in our Condensed
Consolidated Statements of Cash Flows included elsewhere in this report.
Operating
Activities Net cash provided by operating activities decreased
to $171,724,000 for
the six months ended June 30, 2010 from $189,728,000 for the six months ended June 30, 2009.
The change was driven primarily by the increase in interest costs and timing of corporate
payables.
Investing
Activities Net cash used in investing activities of $33,978 for the six months
ended June 30, 2010 related to investments in assets through development and redevelopment.
During the six months ended June 30, 2010, we invested $239,390,000 in the development of the
following real estate and capital expenditures:
|
|
|
We invested approximately $233,994,000 in the development of communities. |
|
|
|
|
We had capital expenditures of $5,396,000 for real estate and non-real estate assets. |
These amounts are partially offset by the proceeds from the disposition of real estate of
$187,587,000, and draws on construction escrows of $21,224,000.
29
Financing Activities Net cash provided by financing activities totaled $130,284,000 for the
six months ended June 30, 2010. The net cash provided is due primarily to $306,817,000
received from the issuance of common stock, primarily through the CEP we initiated in August
2009, partially offset by the payment of cash dividends in the amount of $146,258,000 and
$27,930,000 for the repayment of secured notes.
Variable Rate Unsecured Credit Facility
We currently have a $1,000,000,000 revolving variable rate Credit Facility with a syndicate of
commercial banks that expires in November 2011 (assuming our exercise of a one-year renewal
option). We expect to exercise this option in the second half of 2010
at a cost of approximately $1,000,000. We pay an annual facility fee of approximately $1,250,000. The Credit Facility bears
interest at varying levels based on LIBOR, our credit rating and on a maturity schedule selected by
us. The current stated pricing is LIBOR plus 0.40% per annum (0.70% on July 30, 2010). At July 30,
2010, there were no amounts outstanding on the Credit Facility, $65,702,000 was used to provide
letters of credit, and $934,298,000 was available for borrowing under the Credit Facility.
We expect to refinance the Credit Facility prior to the November 2011 expiration. While credit market conditions continue to improve from the difficult
environment seen in 2008 and 2009, we cannot at this time determine how the refinanced terms will
compare to the current terms.
Financial Covenants
We are subject to financial and other covenants contained in the Credit Facility and the indenture
under which our unsecured notes were issued. The financial covenants include the following:
|
|
|
limitations on the amount of total and secured debt in relation to our overall capital
structure; |
|
|
|
|
limitation 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. |
We were in compliance with these covenants at June 30, 2010.
In addition, our secured borrowings may include yield maintenance, defeasance, or prepayment
penalty provisions, which would result in us incurring an additional charge in the event of a full
or partial prepayment of outstanding principal before the scheduled maturity. These provisions in
our secured borrowings are generally consistent with other similar types of debt instruments issued
during the same time period in which our borrowings were secured.
Continuous Equity Program (CEP)
In August 2009, we commenced the CEP, under which we were authorized to sell up to
$400,000,000 of our common stock. During the three months ended June 30, 2010, and year to date
through July 30, 2010, we sold 2,111,819 and 3,080,204 shares at an average price of $100.68 and
$95.88 per share for net proceeds of $209,428,000 and $290,884,000, respectively, exhausting the
currently-registered amount of sales under the CEP. From program inception in August 2009 through
the end of the currently-registered offering, we sold 4,585,105 shares at an average price of
$87.24 for net proceeds of $393,993,000.
30
New U.S. Income Tax Legislation
Recently-enacted U.S. federal income tax legislation imposes withholding taxes on certain types of
payments made after December 31, 2012 to foreign financial institutions and certain other non-U.S.
entities. The withholding tax of 30% would apply to dividends and the gross proceeds of a
disposition of our common stock paid to certain foreign entities unless various information
reporting requirements are satisfied. For these purposes, a foreign financial institution generally
is defined as any non-U.S. entity that (i) accepts deposits in the ordinary course of a banking or
similar business, (ii) is engaged in the business of holding financial assets for the account of
others, or (iii) is engaged or holds itself out as being engaged primarily in the business of
investing, reinvesting, or trading in securities, partnership interests, commodities, or any
interest in such assets. Prospective investors are encouraged to consult their tax advisors
regarding the implications of this legislation on their investment in
our common stock, as well as the status of any related federal regulations and any other legislative proposals that may pertain
to ownership and disposition of our common stock.
Future Financing and Capital Needs Debt Maturities
One of our principal long-term liquidity needs is the repayment of long-term debt at the time that
such debt matures. For unsecured notes, a portion of the principal of these notes may be repaid
prior to maturity. Early retirement of our unsecured notes could result in gains or losses on
extinguishment similar to those recognized in 2008 and 2009. If we do not have funds on hand
sufficient to repay our indebtedness as it becomes due, it will be necessary for us to refinance
the debt. This refinancing may be accomplished by uncollateralized private or public debt
offerings, additional debt financing that is secured by mortgages on individual communities or
groups of communities or draws on our Credit Facility. Although we believe we will have the
capacity to meet our currently anticipated liquidity needs, we cannot assure you that additional
debt financing or debt or equity offerings will be available or, if available, that they will be on
terms we consider satisfactory.
The following financing activity occurred during the six months ended June 30, 2010:
|
|
|
we repaid a 6.47% fixed rate secured mortgage note in the amount of $13,961,000 in
advance of its March 2012 scheduled maturity date; and |
|
|
|
|
we repaid a 6.95% fixed rate secured mortgage note in the amount of $11,226,000 in
advance of its February 2025 scheduled maturity date. |
31
The following table details debt maturities for the next five years, excluding our Credit Facility
and amounts outstanding related to communities classified as held for sale, for debt outstanding at
June 30, 2010 (dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All-In |
|
|
Principal |
|
|
|
|
|
|
|
|
|
interest |
|
|
maturity |
|
|
Balance outstanding |
|
|
Scheduled maturities |
|
Community |
|
rate (1) |
|
|
date |
|
|
12-31-09 |
|
|
6-30-10 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
Thereafter |
|
Tax-exempt bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CountryBrook |
|
|
|
|
|
Mar-2012 |
|
$ |
13,961 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Avalon at Symphony Glen |
|
|
5.17 |
% |
|
Jul-2024 |
|
|
9,780 |
|
|
|
9,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,780 |
|
Avalon at Lexington |
|
|
|
|
|
Feb-2025 |
|
|
11,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalon Campbell |
|
|
|
|
|
Jun-2025 |
|
|
29,881 |
|
|
|
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalon Pacifica |
|
|
|
|
|
Jun-2025 |
|
|
13,554 |
|
|
|
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalon Fields |
|
|
7.79 |
% |
|
May-2027 |
|
|
9,714 |
|
|
|
9,569 |
|
|
|
150 |
|
|
|
316 |
|
|
|
339 |
|
|
|
364 |
|
|
|
390 |
|
|
|
8,010 |
|
Avalon Oaks |
|
|
7.49 |
% |
|
Feb-2041 |
|
|
16,794 |
|
|
|
16,717 |
|
|
|
80 |
|
|
|
168 |
|
|
|
180 |
|
|
|
193 |
|
|
|
207 |
|
|
|
15,889 |
|
Avalon Oaks West |
|
|
7.54 |
% |
|
Apr-2043 |
|
|
16,661 |
|
|
|
16,592 |
|
|
|
72 |
|
|
|
152 |
|
|
|
162 |
|
|
|
173 |
|
|
|
185 |
|
|
|
15,848 |
|
Avalon at Chestnut Hill |
|
|
6.15 |
% |
|
Oct-2047 |
|
|
41,501 |
|
|
|
41,328 |
|
|
|
177 |
|
|
|
368 |
|
|
|
388 |
|
|
|
409 |
|
|
|
432 |
|
|
|
39,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163,072 |
|
|
|
93,986 |
|
|
|
479 |
|
|
|
1,004 |
|
|
|
1,069 |
|
|
|
1,139 |
|
|
|
1,214 |
|
|
|
89,081 |
|
Variable rate (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalon Burbank |
|
|
2.06 |
% |
|
Oct-2010 |
|
|
29,387 |
|
|
|
28,989 |
|
|
|
28,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waterford |
|
|
1.15 |
% |
|
Jul-2014 |
|
|
33,100 |
|
|
|
33,100 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,100 |
|
|
|
|
|
Avalon at Mountain View |
|
|
1.20 |
% |
|
Feb-2017 |
|
|
18,300 |
|
|
|
18,300 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,300 |
|
Avalon at Mission Viejo |
|
|
1.42 |
% |
|
Jun-2025 |
|
|
7,635 |
|
|
|
7,635 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,635 |
|
Avalon at Nob Hill |
|
|
1.37 |
% |
|
Jun-2025 |
|
|
20,800 |
|
|
|
20,800 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,800 |
|
Avalon Campbell |
|
|
1.66 |
% |
|
Jun-2025 |
|
|
8,919 |
|
|
|
38,800 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,800 |
|
Avalon Pacifica |
|
|
1.68 |
% |
|
Jun-2025 |
|
|
4,046 |
|
|
|
17,600 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,600 |
|
Bowery Place I |
|
|
3.21 |
% |
|
Nov-2037 |
|
|
93,800 |
|
|
|
93,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,800 |
|
Bowery Place II |
|
|
4.58 |
% |
|
Nov-2039 |
|
|
48,500 |
|
|
|
48,500 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,500 |
|
Avalon Acton |
|
|
1.68 |
% |
|
Jul-2040 |
|
|
45,000 |
|
|
|
45,000 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,000 |
|
Morningside Park |
|
|
3.91 |
% |
|
Nov-2040 |
|
|
100,000 |
|
|
|
100,000 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000 |
|
West Chelsea |
|
|
0.18 |
% |
|
May-2012 |
|
|
93,440 |
|
|
|
93,440 |
(5) |
|
|
|
|
|
|
|
|
|
|
93,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalon Walnut Creek |
|
|
2.97 |
% |
|
Mar-2046 |
|
|
116,000 |
|
|
|
116,000 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,000 |
|
Avalon Walnut Creek |
|
|
2.94 |
% |
|
Mar-2046 |
|
|
10,000 |
|
|
|
10,000 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
628,927 |
|
|
|
671,964 |
|
|
|
28,989 |
|
|
|
|
|
|
|
93,440 |
|
|
|
|
|
|
|
33,100 |
|
|
|
516,435 |
|
Conventional loans (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 Million unsecured notes |
|
|
7.67 |
% |
|
Dec-2010 |
|
|
14,576 |
|
|
|
14,576 |
|
|
|
14,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300 Million unsecured notes |
|
|
6.79 |
% |
|
Sep-2011 |
|
|
39,900 |
|
|
|
39,900 |
|
|
|
|
|
|
|
39,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$250 Million unsecured notes |
|
|
5.74 |
% |
|
Jan-2012 |
|
|
104,400 |
|
|
|
104,400 |
|
|
|
|
|
|
|
|
|
|
|
104,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$250 Million unsecured notes |
|
|
6.26 |
% |
|
Nov-2012 |
|
|
201,601 |
|
|
|
201,601 |
|
|
|
|
|
|
|
|
|
|
|
201,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$100 Million unsecured notes |
|
|
5.11 |
% |
|
Mar-2013 |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000 |
|
|
|
|
|
|
|
|
|
$150 Million unsecured notes |
|
|
5.52 |
% |
|
Apr-2014 |
|
|
150,000 |
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000 |
|
|
|
|
|
$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 |
|
Avalon at Twinbrook |
|
|
7.25 |
% |
|
Oct-2011 |
|
|
7,578 |
|
|
|
7,460 |
|
|
|
121 |
|
|
|
7,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalon at Tysons West |
|
|
5.55 |
% |
|
Jul-2028 |
|
|
6,045 |
|
|
|
5,954 |
|
|
|
92 |
|
|
|
193 |
|
|
|
204 |
|
|
|
216 |
|
|
|
229 |
|
|
|
5,020 |
|
Avalon Orchards |
|
|
7.78 |
% |
|
Jul-2033 |
|
|
19,011 |
|
|
|
18,847 |
|
|
|
169 |
|
|
|
357 |
|
|
|
382 |
|
|
|
409 |
|
|
|
438 |
|
|
|
17,092 |
|
Avalon at Arlington Square |
|
|
4.81 |
% |
|
Apr-2013 |
|
|
170,125 |
|
|
|
170,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
170,125 |
|
|
|
|
|
|
|
|
|
Avalon at Cameron Court |
|
|
5.07 |
% |
|
Apr-2013 |
|
|
94,572 |
|
|
|
94,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,572 |
|
|
|
|
|
|
|
|
|
Avalon Crescent |
|
|
5.59 |
% |
|
May-2015 |
|
|
110,600 |
|
|
|
110,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,600 |
|
Avalon at Silicon Valley |
|
|
5.74 |
% |
|
Jul-2015 |
|
|
150,000 |
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000 |
|
Avalon Darien |
|
|
6.22 |
% |
|
Nov-2015 |
|
|
51,172 |
|
|
|
50,866 |
|
|
|
354 |
|
|
|
702 |
|
|
|
746 |
|
|
|
793 |
|
|
|
843 |
|
|
|
47,428 |
|
Avalon Greyrock Place |
|
|
6.12 |
% |
|
Nov-2015 |
|
|
61,690 |
|
|
|
61,313 |
|
|
|
434 |
|
|
|
861 |
|
|
|
914 |
|
|
|
971 |
|
|
|
1,031 |
|
|
|
57,102 |
|
Avalon Commons |
|
|
6.10 |
% |
|
Jan-2019 |
|
|
55,100 |
|
|
|
55,100 |
|
|
|
|
|
|
|
693 |
|
|
|
734 |
|
|
|
779 |
|
|
|
826 |
|
|
|
52,068 |
|
Avalon Walnut Creek |
|
|
4.00 |
% |
|
Jul-2066 |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
Avalon Shrewsbury |
|
|
5.92 |
% |
|
May-2019 |
|
|
21,130 |
|
|
|
21,130 |
|
|
|
|
|
|
|
183 |
|
|
|
285 |
|
|
|
301 |
|
|
|
319 |
|
|
|
20,042 |
|
Avalon Gates |
|
|
5.92 |
% |
|
May-2019 |
|
|
41,321 |
|
|
|
41,321 |
|
|
|
|
|
|
|
357 |
|
|
|
557 |
|
|
|
589 |
|
|
|
624 |
|
|
|
39,194 |
|
Avalon at Stamford Harbor |
|
|
5.92 |
% |
|
May-2019 |
|
|
65,695 |
|
|
|
65,695 |
|
|
|
|
|
|
|
568 |
|
|
|
885 |
|
|
|
937 |
|
|
|
992 |
|
|
|
62,313 |
|
Avalon Freehold |
|
|
5.94 |
% |
|
May-2019 |
|
|
36,630 |
|
|
|
36,630 |
|
|
|
|
|
|
|
317 |
|
|
|
493 |
|
|
|
522 |
|
|
|
553 |
|
|
|
34,745 |
|
Avalon Run East II |
|
|
5.94 |
% |
|
May-2019 |
|
|
39,250 |
|
|
|
39,250 |
|
|
|
|
|
|
|
339 |
|
|
|
529 |
|
|
|
560 |
|
|
|
592 |
|
|
|
37,230 |
|
Avalon Gardens |
|
|
6.05 |
% |
|
May-2019 |
|
|
66,237 |
|
|
|
66,237 |
|
|
|
|
|
|
|
572 |
|
|
|
892 |
|
|
|
945 |
|
|
|
1,000 |
|
|
|
62,828 |
|
Avalon Edgewater |
|
|
6.10 |
% |
|
May-2019 |
|
|
78,565 |
|
|
|
78,565 |
|
|
|
|
|
|
|
679 |
|
|
|
1,058 |
|
|
|
1,120 |
|
|
|
1,186 |
|
|
|
74,522 |
|
Avalon Foxhall |
|
|
6.05 |
% |
|
May-2019 |
|
|
59,010 |
|
|
|
59,010 |
|
|
|
|
|
|
|
510 |
|
|
|
795 |
|
|
|
841 |
|
|
|
891 |
|
|
|
55,973 |
|
Avalon Gallery Place I |
|
|
6.05 |
% |
|
May-2019 |
|
|
45,850 |
|
|
|
45,850 |
|
|
|
|
|
|
|
396 |
|
|
|
618 |
|
|
|
654 |
|
|
|
692 |
|
|
|
43,490 |
|
Avalon Traville |
|
|
5.91 |
% |
|
May-2019 |
|
|
77,700 |
|
|
|
77,700 |
|
|
|
|
|
|
|
672 |
|
|
|
1,047 |
|
|
|
1,108 |
|
|
|
1,173 |
|
|
|
73,700 |
|
Avalon Bellevue |
|
|
5.91 |
% |
|
May-2019 |
|
|
26,698 |
|
|
|
26,698 |
|
|
|
|
|
|
|
231 |
|
|
|
360 |
|
|
|
381 |
|
|
|
403 |
|
|
|
25,323 |
|
Avalon on the Alameda |
|
|
5.90 |
% |
|
May-2019 |
|
|
53,980 |
|
|
|
53,980 |
|
|
|
|
|
|
|
467 |
|
|
|
727 |
|
|
|
770 |
|
|
|
815 |
|
|
|
51,201 |
|
Avalon Mission Bay North |
|
|
5.90 |
% |
|
May-2019 |
|
|
73,269 |
|
|
|
73,269 |
|
|
|
|
|
|
|
633 |
|
|
|
987 |
|
|
|
1,045 |
|
|
|
1,106 |
|
|
|
69,498 |
|
Avalon Woburn |
|
|
5.90 |
% |
|
May-2019 |
|
|
55,805 |
|
|
|
55,805 |
|
|
|
|
|
|
|
482 |
|
|
|
752 |
|
|
|
796 |
|
|
|
842 |
|
|
|
52,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,830,010 |
|
|
|
2,828,954 |
|
|
|
15,746 |
|
|
|
56,451 |
|
|
|
318,966 |
|
|
|
378,434 |
|
|
|
164,555 |
|
|
|
1,894,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate (3) (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalon at Crane Brook |
|
|
2.19 |
% |
|
Mar-2011 |
|
|
30,440 |
|
|
|
29,870 |
(4) |
|
|
599 |
|
|
|
29,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalon at Bedford Center |
|
|
1.82 |
% |
|
May-2012 |
|
|
15,871 |
|
|
|
15,616 |
(4) |
|
|
272 |
|
|
|
560 |
|
|
|
14,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalon Walnut Creek |
|
|
3.11 |
% |
|
Mar-2046 |
|
|
9,000 |
|
|
|
9,000 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,000 |
|
$200 Million unsecured notes |
|
|
7.32 |
% |
|
Dec-2010 |
|
|
75,000 |
|
|
|
75,000 |
(7) |
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300 Million unsecured notes |
|
|
5.95 |
% |
|
Sep-2011 |
|
|
100,000 |
|
|
|
100,000 |
(7) |
|
|
|
|
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$50 Million unsecured notes |
|
|
5.95 |
% |
|
Sep-2011 |
|
|
50,000 |
|
|
|
50,000 |
(7) |
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$250 Million unsecured notes |
|
|
4.38 |
% |
|
Jan-2012 |
|
|
75,000 |
|
|
|
75,000 |
(7) |
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
355,311 |
|
|
|
354,486 |
|
|
|
75,871 |
|
|
|
179,831 |
|
|
|
89,784 |
|
|
|
|
|
|
|
|
|
|
|
9,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total indebtedness excluding unsecured credit facility |
|
|
|
|
|
|
|
|
|
$ |
3,977,320 |
|
|
$ |
3,949,390 |
|
|
$ |
121,085 |
|
|
$ |
237,286 |
|
|
$ |
503,259 |
|
|
$ |
379,573 |
|
|
$ |
198,869 |
|
|
$ |
2,509,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes credit enhancement fees, facility fees, trustees fees and other fees. |
|
(2) |
|
Variable rate, tax-exempt debt for which the interest rate on a portion of this debt was
effectively fixed through an interest rate swap agreement through the maturity of the swap in
early June 2010. Concurrent with the maturity of the interest rate swap, we executed an
interest rate cap limiting the maximum interest rate paid on the portion of the debt hedged.
The entire outstanding balance has therefore been presented as variable rate financing
beginning June 30, 2010. |
32
|
|
|
(3) |
|
Variable rates are given as of June 30, 2010. |
|
(4) |
|
Financed by variable rate debt, but interest rate is capped through an interest rate
protection agreement. |
|
(5) |
|
Represents full amount of the debt as of June 30, 2010. Actual amounts drawn on the debt as
of June 30, 2010 are $47,074 for Bowery Place II, $44,804 for Avalon Acton, $89,019 for
Morningside Park, $84,697 for Walnut Creek, and $0 for West Chelsea. |
|
(6) |
|
Balances outstanding represent total amounts due at maturity, and are not net of $856 and
$2,448 of debt discount and basis adjustments associated with the unsecured notes as of June
30, 2010 and December 31, 2009, respectively, as reflected in unsecured notes on our Condensed
Consolidated Balance Sheets included elsewhere in this report. |
|
(7) |
|
In October 2009, we executed $300,000 of interest rate swaps allowing us to effectively
convert $300,000 principal of our fixed rate unsecured notes to floating rate debt. |
Future Financing and Capital Needs Portfolio and Other Activity
As of June 30, 2010, we had seven wholly owned communities under construction, for which a total
estimated cost of $164,000,000 remained to be invested. We also had seven wholly owned communities
under reconstruction, for which a total estimated cost of $34,400,000 remained to be invested. In
addition, we may be required to contribute our proportionate share of capital to Fund II, if or to
the extent that Fund II makes capital calls in conjunction with additional community acquisitions during 2010.
Substantially all of the capital expenditures necessary to complete the communities currently under
construction and reconstruction, fund development costs related to pursuing Development Rights, and
make equity contributions to Fund II, will be funded from:
|
|
|
cash currently on hand, including cash in construction escrows, invested in highly
liquid overnight money market funds and repurchase agreements, and short-term investment
vehicles; |
|
|
|
|
the remaining capacity under our $1,000,000,000 Credit Facility; |
|
|
|
|
retained operating cash; |
|
|
|
|
the net proceeds from sales of existing communities; |
|
|
|
|
the issuance of debt or equity securities; and/or |
|
|
|
|
private equity funding, including joint venture activity. |
Before planned reconstruction activity, including reconstruction activity related to communities
acquired by the Funds, or the construction of a Development Right begins, we intend to arrange
adequate financing to complete these undertakings, although we cannot assure you that we will be
able to obtain such financing. In the event that financing cannot be obtained, we may have to
abandon Development Rights, write off associated pre-development costs that were capitalized and/or
forego reconstruction activity. In such instances, we will not realize the increased revenues and
earnings that we expected from such Development Rights or reconstruction activity and significant
losses could be incurred.
From time to time we use joint ventures to hold or develop individual real estate assets. We
generally employ joint ventures primarily to mitigate asset concentration or market risk and
secondarily as a source of liquidity. We may also use joint ventures related to mixed-use land
development opportunities where our partners bring development and operational expertise to the
venture. Each joint venture or partnership agreement has been individually negotiated, and our
ability to operate and/or dispose of a community in our sole discretion may be limited to varying
degrees depending on the terms of the joint venture or partnership agreement. We cannot assure you
that we will achieve our objectives through joint ventures.
In evaluating our allocation of capital within our markets, we sell assets that do not meet our
long-term investment criteria or when capital and real estate markets allow us to realize a portion
of the value created over the past business cycle and redeploy the proceeds from those sales to
develop and redevelop communities. Because the proceeds from the sale of communities may not be
immediately redeployed into revenue generating assets, the immediate effect of a sale of a
community for a gain is to increase net income, but reduce future total revenues, total expenses
and NOI. However, we believe that the absence of future cash flows from communities sold will have
a minimal impact on our ability to fund future liquidity and capital resource needs.
33
Off-Balance Sheet Arrangements
In addition to our investment interests in consolidated and unconsolidated real estate entities, we
have certain off-balance sheet arrangements with the entities in which we invest. Additional
discussion of these entities can be found in Note 6, Investments in Real Estate Entities, of our
Condensed Consolidated Financial Statements located elsewhere in this report.
|
|
|
CVP I, LLC has outstanding tax-exempt, variable rate bonds maturing in November 2036 in
the amount of $117,000,000, which have permanent credit enhancement. We have agreed to
guarantee, under limited circumstances, the repayment to the credit enhancer of any
advances it may make in fulfillment of CVP I, LLCs repayment obligations under the bonds.
We have also guaranteed to the credit enhancer that CVP I, LLC will obtain a final
certificate of occupancy for the project (Chrystie Place in New York City), which is
expected in 2010. Our 80% partner in this venture has agreed that it will reimburse us
its pro rata share of any amounts paid relative to these guaranteed obligations. The
estimated fair value of and our obligation under these guarantees, both at inception and as of June 30, 2010, were not significant. As a result we have not
recorded any obligation associated with these guarantees at June 30, 2010. |
|
|
|
|
Subsidiaries of Fund I have 21 loans secured by individual assets with amounts
outstanding in the aggregate of $436,259,000, with varying maturity dates (or dates after
which the loans can be prepaid), ranging from October 2011 to September 2016. These
mortgage loans are secured by the underlying real estate. The mortgage loans are payable
by the subsidiaries of Fund I with operating cash flow or disposition proceeds from the
underlying real estate. We have not guaranteed the debt of Fund I, nor do we have any
obligation to fund this debt should Fund I be unable to do so. |
|
|
|
|
In addition, as part of the formation of Fund I, we have provided to one of the limited
partners a guarantee. The guarantee provides that if, upon final liquidation of Fund I,
the total amount of all distributions to that partner during the life of Fund I (whether
from operating cash flow or property sales) does not equal a minimum of the total capital
contributions made by that partner, then we will pay the partner an amount equal to the
shortfall, but in no event more than 10% of the total capital contributions made by the
partner (maximum of approximately $7,500,000 as of June 30, 2010). As of June 30, 2010, the
expected realizable value of the real estate assets owned by Fund I is considered adequate
to cover such potential payment to that partner under the expected Fund I liquidation
scenario. The estimated fair value of, and our obligation under this guarantee, both at
inception and as of June 30, 2010 was not significant and therefore we have not recorded
any obligation for this guarantee as of June 30, 2010. |
|
|
|
|
As of June 30, 2010, subsidiaries of Fund II have three loans secured by individual
assets with amounts outstanding in the aggregate of $82,865,000 with varying maturity
dates (or dates after which the loans can be prepaid), ranging from June 2017 to June
2019. During the three months ended June 30, 2010, two subsidiaries of Fund II each
obtained a separate fixed rate secured note, one for $42,600,000 with a 5.26% fixed
interest rate with a maturity of May 2017 and the other for $18,750,000 with a variable
interest rate with a maturity of June 2016. As of June 30, 2010, Fund II also has
$1,500,000 outstanding under a credit facility that matures in December 2011 assuming the
exercise of a one year extension by Fund II. The mortgage loans are payable by the
subsidiaries of Fund II with operating cash flow or disposition proceeds from the
underlying real estate, and the credit facility is payable by Fund II and is secured by
capital commitments. We have not guaranteed, beyond our proportionate share of capital
commitments supporting the credit facility of Fund II, the debt of Fund II, nor do we have
any obligation to fund this debt should Fund II be unable to do so. |
|
|
|
|
In addition, as part of the formation of Fund II, we have provided to one of the limited
partners a guarantee. The guarantee provides that if, upon final liquidation of Fund II,
the total amount of all distributions to that partner during the life of Fund II (whether
from operating cash flow or property sales) does not equal a minimum of the total capital
contributions made by that partner, then we will pay the partner an amount equal to the
shortfall, but in no event more than 10% of the total capital contributions made by the
partner (maximum of approximately $1,470,000 as of June 30, 2010). As of June 30, 2010,
the expected realizable value of the real estate assets owned by Fund II is considered
adequate to cover such potential payment to that partner under the expected Fund II
liquidation scenario. The estimated fair value of, and our obligation under this
guarantee, both at inception and as of June 30, 2010 was not significant and therefore we
have not recorded any obligation for this guarantee as of June 30, 2010. |
34
|
|
|
Each individual mortgage loan of Fund I or Fund II was made to a special purpose,
single asset subsidiary of the Funds. Each mortgage loan provides that it is the
obligation of the respective subsidiary only, except under exceptional circumstances (such
as fraud or misapplication of funds) in which case the respective fund could also have
obligations with respect to the mortgage loan. In no event do the mortgage loans provide
for recourse against investors in the Funds, including against us or our wholly owned
subsidiaries that invest in the Funds. Similarly, in no event are investors in Fund II obligated with respect to the credit facility for Fund II except with
respect to their capital commitment to Fund II. A default by a fund or a fund subsidiary
on any loan to it would not constitute a default under any of our loans or any loans of our
other non-fund subsidiaries or affiliates. If either the Funds or a subsidiary of one of
the Funds were unable to meet its obligations under a loan, the value of our investment in
that fund would likely decline and we might also be more likely to be obligated under the
guarantee we provided to one of the fund partners in each fund as described above. If
either of the Funds or a subsidiary of one of the Funds were unable to meet its obligations
under a loan, we and/or the other investors might evaluate whether it was in our respective
interests to voluntarily support the fund through additional equity contributions and/or
take other actions to avoid a default under a loan or the consequences of a default (such
as foreclosure of a fund asset). |
|
|
|
|
In the future, in the event either of the Funds were unable to meet their obligations under
a loan, we cannot predict at this time whether we would provide any voluntary support, or
take any other action, as any such action would depend on a variety of factors, including
the amount of support required and the possibility that such support could enhance the
return of either of the Funds and/or our returns by providing time for performance to
improve. |
|
|
|
|
MVP I, LLC, the entity that owns Avalon at Mission Bay North II, has a loan secured by
the underlying real estate assets of the community for $105,000,000. The loan is a fixed
rate, interest-only note bearing interest at 6.02%, maturing in December 2015. We have
not guaranteed the debt of MVP I, LLC, nor do we have any obligation to fund this debt
should MVP I, LLC be unable to do so. |
|
|
|
|
Avalon Del Rey Apartments, LLC has a loan secured by the underlying real estate assets
of the community for $45,506,000 maturing in April 2016. The variable rate loan had an
interest rate of 3.69% at June 30, 2010. We have not guaranteed the debt of Avalon Del Rey
Apartments, LLC, nor do we have any obligation to fund this debt should Avalon Del Rey
Apartments, LLC be unable to do so. |
|
|
|
|
Aria at Hathorne Hill, LLC is a joint venture in which we have a non-managing member
interest. The LLC is developing for-sale town homes in Danvers, Massachusetts. The LLC
has a variable rate loan for $1,860,000 at an interest rate of 4.19% that matured in June
2010. As of June 30, 2010, the amounts under this borrowing have not been repaid, and the
venture is negotiating an extension or refinancing of the amounts outstanding. The lender
has not to date declared an event of default with respect to the note or required the
venture to pay a default rate of interest. Although we bear no responsibility to repay the
amounts outstanding, we have the right to cure any event of default by the venture. |
|
|
|
|
In 2007 we entered into a non-cancelable commitment (the Commitment) to acquire
parcels of land in Brooklyn, New York for an aggregate purchase price of approximately
$111,000,000. Under the terms of the Commitment, we are closing on the various parcels
over a period determined by the sellers ability to execute unrelated purchase
transactions and achieve deferral of gains for the land sold under this Commitment.
However, under no circumstances will the Commitment extend beyond 2011, at which time
either we or the seller can compel execution of the remaining transactions. At June 30,
2010, we have an outstanding commitment to purchase the remaining land for approximately
$51,500,000. |
35
There are no other lines of credit, side agreements, financial guarantees or any other derivative
financial instruments related to or between our unconsolidated real estate entities and us. In
evaluating our capital structure and overall leverage, management takes into consideration our
proportionate share of this unconsolidated debt.
Contractual Obligations
We currently have contractual obligations consisting primarily of long-term debt obligations and
lease obligations for certain land parcels and regional and administrative office space. There have
not been any material changes outside the ordinary course of business to our contractual
obligations during the six months ended June 30, 2010.
Development Communities
As of June 30, 2010, we had seven Development Communities under construction. We expect these
Development Communities, when completed, to add a total of 2,509 apartment homes to our portfolio
for a total capitalized cost, including land acquisition costs, of approximately $843,100,000. You
should carefully review Item 1a., Risk Factors, of our Form 10-K for a discussion of the risks
associated with development activity.
The following table presents a summary of the Development Communities. We hold a direct or indirect
fee simple ownership interest in these communities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
capitalized |
|
|
|
|
|
|
|
|
|
|
|
|
|
apartment |
|
cost (1) |
|
Construction |
|
Initial |
|
Estimated |
|
Estimated |
|
|
|
|
|
homes |
|
($ millions) |
|
start |
|
occupancy(2) |
|
completion |
|
stabilization(3) |
1 |
|
|
Avalon Fort Greene
New York, NY
|
|
|
631 |
|
|
$ |
305.4 |
|
|
Q4 2007
|
|
Q4 2009
|
|
Q4 2010
|
|
Q2 2011 |
2 |
|
|
Avalon Walnut Creek (4)
Walnut Creek, CA
|
|
|
422 |
|
|
|
151.7 |
|
|
Q3 2008
|
|
Q2 2010
|
|
Q1 2011
|
|
Q3 2011 |
3 |
|
|
Avalon Norwalk
Norwalk, CT
|
|
|
311 |
|
|
|
85.4 |
|
|
Q3 2008
|
|
Q2 2010
|
|
Q2 2011
|
|
Q4 2011 |
4 |
|
|
Avalon Towers Bellevue
Bellevue, WA
|
|
|
397 |
|
|
|
126.1 |
|
|
Q4 2008
|
|
Q2 2010
|
|
Q2 2011
|
|
Q4 2011 |
5 |
|
|
Avalon Northborough II
Northborough, MA
|
|
|
219 |
|
|
|
35.7 |
|
|
Q4 2009
|
|
Q1 2010
|
|
Q4 2010
|
|
Q2 2011 |
6 |
|
|
Avalon at West Long Branch
West Long Branch, NJ
|
|
|
180 |
|
|
|
28.1 |
|
|
Q4 2009
|
|
Q3 2010
|
|
Q1 2011
|
|
Q3 2011 |
7 |
|
|
Avalon Rockville Centre
Rockville Centre, NY
|
|
|
349 |
|
|
|
110.7 |
|
|
Q1 2010
|
|
Q3 2011
|
|
Q3 2012
|
|
Q1 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,509 |
|
|
$ |
843.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
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. 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) |
|
This community is being financed in part by third-party, tax-exempt and taxable debt. |
36
Redevelopment Communities
As of June 30, 2010, there were seven communities under redevelopment. We expect the total
capitalized cost to redevelop these communities to be $89,000,000 excluding costs prior to
redevelopment. We have found that the cost to redevelop an existing apartment community is more
difficult to budget and estimate than the cost to develop a new community. Accordingly, we expect
that actual costs may vary from our budget by a wider range than for a new development community.
We cannot assure you that we will meet our schedule for
reconstruction completion or increasing operations, or that we will meet our budgeted costs, either individually or in the aggregate. We
anticipate increasing the level of our redevelopment activity related to communities in our current
operating portfolio for the remainder of 2010. You should carefully review Item 1a., Risk
Factors, of our Form 10-K for a discussion of the risks associated with redevelopment activity.
The following presents a summary of these Redevelopment Communities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost |
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
($ millions) |
|
|
|
|
Estimated |
|
Estimated |
|
|
|
|
apartment |
|
|
Pre-redevelopment |
|
|
Total capitalized |
|
Reconstruction |
|
reconstruction |
|
restabilized |
|
|
|
|
homes |
|
|
cost |
|
|
cost(1) |
|
start |
|
completion |
|
operations(2) |
1. |
|
Avalon at Diamond Heights
San Francisco, CA |
|
154 |
|
|
25.3 |
|
|
30.6 |
|
Q4 2007 |
|
Q4 2010 |
|
Q2 2011 |
2. |
|
Avalon Burbank |
|
400 |
|
|
71.0 |
|
|
94.4 |
|
Q3 2008 |
|
Q3 2010 |
|
Q1 2011 |
|
|
Burbank, CA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. |
|
Avalon Pleasanton |
|
456 |
|
|
63.0 |
|
|
80.9 |
|
Q2 2009 |
|
Q4 2011 |
|
Q2 2012 |
|
|
Pleasanton, CA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. |
|
Avalon
Princeton Junction |
|
512 |
|
|
30.2 |
|
|
49.9 |
|
Q2 2009 |
|
Q1 2012 |
|
Q3 2012 |
|
|
West Windsor, NJ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. |
|
Avalon at Cedar Ridge |
|
195 |
|
|
27.7 |
|
|
33.8 |
|
Q3 2009 |
|
Q4 2010 |
|
Q2 2011 |
|
|
Daly City, CA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. |
|
Avalon Warm Springs |
|
235 |
|
|
36.5 |
|
|
44.0 |
|
Q4 2009 |
|
Q1 2011 |
|
Q3 2011 |
|
|
Fremont, CA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. |
|
Avalon Summit |
|
245 |
|
|
17.7 |
|
|
26.8 |
|
Q2 2010 |
|
Q4 2011 |
|
Q2 2012 |
|
|
Quincy, MA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (3) |
|
2,197 |
|
$ |
271.4 |
|
$ |
360.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Total capitalized cost includes all capitalized costs projected to be or actually incurred
to redevelop the respective Redevelopment Community, including land acquisition costs,
construction costs, real estate taxes, capitalized interest and loan fees, permits,
professional fees, allocated development overhead and other regulatory fees, all as determined
in accordance with GAAP. |
|
(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. |
|
(3) |
|
The Company commenced the redevelopment of Avalon at Prudential Center in Boston, MA and
Crowne Ridge in San Rafael, CA during the second quarter 2010 for an
estimated total capitalized
cost of $35.4 million. The redevelopment of these communities is primarily focused on the
exterior and/or common area and is not expected to have a material impact on community
operations, including occupancy, or the expected future level of rental revenue. These
communities are therefore included in the Established Community portfolio and not classified
as Redevelopment Communities. |
At June 30, 2010, we had $237,529,000 in acquisition and related capitalized costs for land parcels
we own, and $87,611,000 in capitalized costs (including legal fees, design fees and related
overhead costs) related to Development Rights for which we control the land parcel, typically through an option to purchase or
lease the land. Collectively, the land held for development and associated costs for deferred
development rights relate to 28 Development Rights for which we expect to develop new apartment
communities in the future. The Development Rights range from those beginning design and
architectural planning to those that have completed site plans and drawings and can begin
construction almost immediately. We estimate that the successful completion of all of these
communities would ultimately add approximately 7,329 apartment homes to our portfolio.
Substantially all of these apartment homes will offer features like those offered by the
communities we currently own.
For 12 Development Rights, we control the land through an option to purchase or lease the parcel.
While we generally prefer to hold Development Rights through options to acquire land, for the
remaining 16 Development Rights we either currently own the land or have executed a long term land
lease for the parcel of land on which a community would be built if we proceeded with development.
37
For these 28 Development Rights we intend to develop approximately 7,329 apartment homes. The
cumulative capitalized costs for land held for development as of June 30, 2010, includes
$176,582,000 in original land acquisition costs. We also have $51,500,000 in future land
acquisition costs under our Commitment, related to a Development Right in Brooklyn, NY, as
discussed under Off-Balance Sheet Arrangements elsewhere
within this Form 10-Q. The original land acquisition cost per home, including our obligation under the Commitment, ranged from $12,000
per home in Connecticut to $133,000 per home in New York City. In addition, the land for a
Development Right that we control under a 99-year land lease agreement is subject to future minimum
rental amounts of $6,500,000 per year.
The properties comprising the Development Rights are in different stages of the due diligence and
regulatory approval process. The decisions as to which of the Development Rights to invest in, if
any, or to continue to pursue once an investment in a Development Right is made, are business
judgments that we make after we perform financial, demographic and other analyses. In the event
that we do not proceed with a Development Right, we generally would not recover capitalized costs
incurred in the pursuit of those communities, unless we were to recover amounts in connection with
the sale of land; however, we cannot guarantee a recovery. Pre-development costs incurred in the
pursuit of Development Rights for which future development is not yet considered probable are
expensed as incurred. In addition, if the status of a Development Right changes, making future
development no longer probable, any capitalized pre-development costs are charged to expense.
You should carefully review Section 1a., Risk Factors, of our Form 10-K for a discussion of the
risks associated with Development Rights.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
Estimated |
|
capitalized |
|
|
|
|
number |
|
cost |
|
|
Location |
|
of homes |
|
($ millions) (1) |
1. |
|
Seattle, WA |
|
204 |
|
$ |
57 |
2. |
|
Wilton, CT |
|
100 |
|
|
31 |
3. |
|
Plymouth, MA Phase II |
|
91 |
|
|
18 |
4. |
|
Greenburgh, NY Phase II |
|
444 |
|
|
120 |
5. |
|
Lynnwood, WA Phase II |
|
82 |
|
|
18 |
6. |
|
North Bergen, NJ |
|
164 |
|
|
47 |
7. |
|
Tysons Corner, VA I |
|
354 |
|
|
80 |
8. |
|
San Francisco, CA |
|
173 |
|
|
65 |
9. |
|
Wood-Ridge, NJ Phase I |
|
266 |
|
|
60 |
10. |
|
Cohasset, MA |
|
220 |
|
|
52 |
11. |
|
New York, NY Phase I |
|
396 |
|
|
169 |
12. |
|
Boston, MA |
|
180 |
|
|
97 |
13. |
|
Garden City, NY |
|
160 |
|
|
51 |
14. |
|
Andover, MA |
|
115 |
|
|
27 |
15. |
|
Shelton, CT |
|
200 |
|
|
41 |
16. |
|
Wood-Ridge, NJ Phase II |
|
140 |
|
|
32 |
17. |
|
Brooklyn, NY |
|
861 |
|
|
443 |
18. |
|
Dublin, CA Phase II |
|
486 |
|
|
145 |
19. |
|
Stratford, CT |
|
130 |
|
|
25 |
20. |
|
Huntington Station, NY |
|
424 |
|
|
100 |
21. |
|
Tysons Corner, VA II |
|
338 |
|
|
87 |
22. |
|
Ocean Township, NJ |
|
309 |
|
|
57 |
23. |
|
New York, NY Phase II |
|
295 |
|
|
142 |
24. |
|
Seattle, WA II |
|
272 |
|
|
81 |
25. |
|
Roselle Park, NJ |
|
249 |
|
|
54 |
26. |
|
Rockville, MD |
|
240 |
|
|
57 |
27. |
|
Ossining, NY |
|
210 |
|
|
44 |
28. |
|
Hackensack, NJ |
|
226 |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
7,329 |
|
$ |
2,248 |
|
|
|
|
|
|
|
|
|
|
(1) |
|
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. |
38
Other Land and Real Estate Assets
We own land parcels with a carrying value of approximately $112,900,000 that we do not currently
plan to develop. These parcels consist of land that we (i) originally planned to develop and (ii)
ancillary parcels acquired in connection with Development Rights that we had not planned to
develop, as more fully described below.
i) The land that we originally acquired for future development has an original cost of
$151,986,000, and a current value of $90,499,000, and is comprised of nine parcels originally
intended for the development of approximately 2,900 apartment homes. The current carrying
value of these land parcels reflects impairment charges of $61,487,000 incurred in prior
periods.
ii) The out parcels and certain other land parcels that we acquired in connection with various
development pursuits without a view to developing have a current carrying value of $22,402,000,
which reflects impairment charges of $12,166,000 incurred in prior periods.
We believe that the current carrying value of $112,900,000 for all of these land parcels is such
that there is no indication of impaired value, or further need to record a charge for impairment in
the case of assets previously impaired. However we may be subject to the recognition of further
charges for impairment in the event that there are indicators of such impairment, and we determine
that the carrying value of the assets is greater than the current fair value, less costs to
dispose.
Insurance and Risk of Uninsured Losses
We carry commercial general liability insurance and property insurance with respect to all of our
communities. These policies, and other insurance policies we carry, have policy specifications,
insured limits and deductibles that we consider commercially reasonable. There are, however,
certain types of losses (such as losses arising from acts of war) that are not insured, in full or
in part, because they are either uninsurable or the cost of insurance makes it, in managements view, economically impractical. You
should carefully review the discussion under Item 1a., Risk Factors, of our Form 10-K for a
discussion of risks associated with an uninsured property or liability loss.
In August 2010, we renewed our general liability policy and workers compensation coverage for a
one year term, and experienced an increase in the premium on these policies of approximately 3%,
which for the workers compensation coverage primarily reflects increased volume at a slightly
lower rate and for the general liability coverage reflects a marginal rate increase. For both
policies, there were no material changes in the coverage.
Substantially all of our apartment leases are for a term of one year or less. In an inflationary
environment, this may allow us to realize increased rents upon renewal of existing leases or the
beginning of new leases. Short-term leases generally minimize our risk from the adverse effects of
inflation, although these leases generally permit residents to leave at the end of the lease term
and therefore expose us to the effect of a decline in market rents. In a deflationary rent
environment, we may be exposed to declining rents more quickly under these shorter-term leases.
Forward-Looking Statements
This Form 10-Q contains forward-looking statements as that term is defined under the Private
Securities Litigation Reform Act of 1995. You can identify forward-looking statements by our use
of the words believe, expect, anticipate, intend, estimate, assume, project, plan,
may, shall, will and other similar expressions in this Form 10-Q, that predict or indicate
future events and trends and that do not report historical matters. These statements include,
among other things, statements regarding our intent, belief or expectations with respect to:
|
|
|
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; |
39
|
|
|
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, Midwest, 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 recent economic downturn; and |
|
|
|
|
trends affecting our financial condition or results of operations. |
We cannot assure the future results or outcome of the matters described in these statements;
rather, these statements merely reflect our current expectations of the approximate outcomes of the
matters discussed. We do not undertake a duty to update these forward-looking statements, and
therefore they may not represent our estimates and assumptions after the date of this report. You
should not rely on forward-looking statements because they involve known and unknown risks,
uncertainties and other factors, some of which are beyond our control. These risks, uncertainties
and other factors may cause our actual results, performance or achievements to differ materially from the anticipated future results, performance
or achievements expressed or implied by these forward-looking statements. You should carefully
review the discussion under Item 1a., Risk Factors, on our Form 10-K for a discussion of risks
associated with forward-looking statements.
In addition, these forward-looking statements represent our estimates and assumptions only as of
the date of this report. We do not undertake a duty to update these forward-looking statements, and
therefore they may not represent our estimates and assumptions after the date of this report.
Some of the factors that could cause our actual results, performance or achievements to differ
materially from those expressed or implied by these forward-looking statements include, but are not
limited to, the following:
| |
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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; |
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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; |
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construction costs of a community may exceed our original estimates; |
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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; |
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occupancy rates and market rents may be adversely affected by competition and
local economic and market conditions which are beyond our control; |
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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; |
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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; |
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we may be unsuccessful in our management of Fund I, Fund II or the REIT
vehicles that are used with each respective Fund; and |
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we may be unsuccessful in managing changes in our portfolio composition. |
40
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to use judgment
in the application of accounting policies, including making estimates and assumptions. If our
judgment or interpretation of the facts and circumstances relating to various transactions had been different, or different assumptions were made, it is possible that different accounting policies
would have been applied, resulting in different financial results or a different presentation of
our financial statements. Our critical accounting policies consist primarily of the following: (i)
principles of consolidation, (ii) cost capitalization, (iii) asset impairment evaluation and (iv)
REIT status. Our critical accounting policies and estimates have not changed materially from the
discussion of our significant accounting policies found in Managements Discussion and Analysis and
Results of Operations in our Form 10-K.
41
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Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
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There have been no material changes to our exposures to market
risk since December 31, 2009. |
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Item 4. |
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Controls and Procedures |
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(a) |
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Evaluation of disclosure controls and procedures. |
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The Company carried out an evaluation under the supervision and with the
participation of the Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Companys disclosure controls and procedures
as of June 30, 2010. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Securities and
Exchange Commissions rules and forms. |
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We continue to review and document our disclosure controls and procedures,
including our internal controls and procedures for financial reporting,
and may from time to time make changes aimed at enhancing their
effectiveness and to ensure that our systems evolve with our business. |
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(b) |
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Changes in internal controls over financial reporting. |
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None. |
Part II. OTHER INFORMATION
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Item 1. |
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Legal Proceedings |
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As previously reported, on August 13, 2008 the U.S. Attorneys Office for the
Southern District of New York filed a civil lawsuit against the Company and the
joint venture (CVP I, LLC) in which it has an interest that owns Avalon Chrystie
Place. The lawsuit alleges that Avalon Chrystie Place was not designed and
constructed in accordance with the accessibility requirements of the Fair Housing
Act. The Company designed and constructed Avalon Chrystie Place with a view to
compliance with New York Citys Local Law 58, which for more than 20 years has been
New York Citys code regulating the accessible design and construction of
apartments. After the filing of its answer and affirmative defenses, during the
fourth quarter of 2009 the plaintiff served the Company with discovery requests
relating to communities owned by the Company nationwide. The Company objected to
these discovery requests as being overly broad, as the plaintiffs complaint made
factual allegations with regard to Avalon Chrystie Place only. A magistrate judge
agreed with the Company and limited discovery to Avalon Chrystie Place. The
plaintiff is appealing the magistrate judges ruling. Due to the preliminary
nature of the Department of Justice matter, including whether the scope of their
suit will be extended to other properties, we cannot predict or determine the
outcome of that matter, nor is it reasonably possible to estimate the amount of
loss, if any, that would be associated with an adverse decision or settlement. |
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In addition to the outstanding litigation described above, we are involved in
various other claims and/or administrative proceedings that arise in the ordinary
course of our business. |
42
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While no assurances can be given, we do not believe that
any of these other outstanding litigation matters, individually or in the
aggregate, will have a material adverse effect on our operations. |
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In addition to the other information set forth in this report, you should carefully consider
the risk factors which could materially affect our business, financial condition or future
results discussed in our Form 10-K in Part I, Item 1a. Risk Factors. The risks described in
our Form 10-K are not the only risks that could affect the Company. Additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or operating results in the
future. There have been no material changes to our risk factors since December 31, 2009. |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Issuer Purchases of Equity Securities |
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(d) |
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Maximum Dollar |
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(c) |
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Amount that May |
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(a) |
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Total Number of |
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Yet be Purchased |
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Total Number |
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Shares Purchased |
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Under the Plans or |
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of Shares |
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(b) |
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as Part of Publicly |
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Programs |
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Purchased |
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Average Price |
|
Announced Plans |
|
(in thousands) |
Period |
|
(1) |
|
Paid per Share |
|
or Programs |
|
(2) |
April 1 April 30,
2010 |
|
|
156 |
|
|
$ |
90.48 |
|
|
|
|
|
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$ |
200,000 |
|
May 1 May 31, 2010 |
|
|
6,049 |
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$ |
104.37 |
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|
|
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|
$ |
200,000 |
|
June 1 June 30,
2010 |
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|
$ |
200,000 |
|
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(1) |
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Reflects shares surrendered to the Company in connection with vesting
of restricted stock or exercise of stock options as payment of taxes or as
payment of exercise price. |
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(2) |
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As disclosed in our Form 10-Q for the quarter ended March
31, 2008, represents amounts remaining under the Companys $500,000,000
Stock Repurchase Program. There is no scheduled expiration date to this
program. |
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Item 3. |
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Defaults Upon Senior Securities |
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|
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Item 4. |
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(Removed and Reserved) |
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Item 5. |
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Other Information |
43
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Exhibit No. |
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|
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Description |
3(i).1
|
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|
|
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.) |
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3(i).2
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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.) |
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3(ii).1
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Amended and Restated Bylaws of the Company, as adopted by the Board of Directors on May 21, 2009.
(Incorporated by reference to Exhibit 3(ii).1 to Form 10-K of the Company filed on March 1, 2010.) |
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3(ii).2
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Amendment to Amended and Restated Bylaws of the Company, dated February 10, 2010. (Incorporated by
reference to Exhibit 3.2 to Form 8-K of the Company filed February 12, 2010.) |
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|
4.1
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|
|
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.) |
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|
4.2
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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.) |
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|
4.3
|
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|
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.) |
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4.4
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|
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.) |
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4.5
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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.) |
|
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4.6
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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.) |
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4.7
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Amendment to the Companys 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.) |
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4.8
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Amendment to the Companys 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.) |
44
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Exhibit No. |
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|
Description |
4.9
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Amendment to the Companys Dividend Reinvestment and Stock Purchase Plan filed on May 15, 2006.
(Incorporated by references to the Prospectus Supplement filed pursuant to Rule 424(b)(3) of the
Securities Act of 1933 on May 15, 2006.) |
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10.1
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Amended and Restated Deferred Compensation Plan adopted June 28, 2010. (Filed herewith.) |
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12.1
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Statements re: Computation of Ratios. (Filed herewith.) |
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31.1
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). (Filed
herewith.) |
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31.2
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). (Filed
herewith.) |
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32
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
Financial Officer). (Furnished herewith.) |
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101
|
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XBRL (Extensible Business Reporting Language). The following materials from AvalonBay Communities, Inc.s
Quarterly Report on form 10-Q for the period ended June 30, 2010, formatted in XBRL: (i) condensed
consolidated balance sheets, (ii) condensed consolidated statements of operations, (iii) condensed
consolidated statements of cash flows, and (iv) notes to consolidated financial statements.* |
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* |
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As provided in Rule 406T of Regulation S-T,
this information is furnished and not filed for purposes of Sections 11 and 12
of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of
1934. |
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
AVALONBAY COMMUNITIES, INC.
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Date: August 6, 2010 |
/s/
Bryce Blair |
|
|
Bryce Blair |
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Chief Executive Officer
(Principal Executive Officer) |
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Date: August 6, 2010 |
/s/
Thomas J. Sargeant |
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Thomas J. Sargeant |
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Chief Financial Officer
(Principal Financial Officer) |
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46