10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on May 8, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
Commission file number 1-12672
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of |
(I.R.S. Employer |
|||||
incorporation or organization) |
Identification No.) |
(Address of principal executive offices, including zip code)
(703 ) 329-6300
(Registrant's telephone number, including area code)
(Former name, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
||
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.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ |
Accelerated filer |
☐ |
||||
Non-accelerated filer |
☐ |
Smaller reporting company |
||||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:
AVALONBAY COMMUNITIES, INC.
FORM 10-Q
INDEX
PAGE |
||
PART I - FINANCIAL INFORMATION |
||
ITEM 1. |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
|
AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
3/31/2020 |
12/31/2019 |
||||||
(unaudited) |
|||||||
ASSETS |
|||||||
Real estate: |
|||||||
Land and improvements |
$ |
$ |
|||||
Buildings and improvements |
|||||||
Furniture, fixtures and equipment |
|||||||
Less accumulated depreciation |
( |
) |
( |
) |
|||
Net operating real estate |
|||||||
Construction in progress, including land |
|||||||
Land held for development |
|||||||
For-sale condominium inventory |
|||||||
Real estate assets held for sale, net |
|||||||
Total real estate, net |
|||||||
Cash and cash equivalents |
|||||||
Cash in escrow |
|||||||
Resident security deposits |
|||||||
Investments in unconsolidated real estate entities |
|||||||
Deferred development costs |
|||||||
Prepaid expenses and other assets |
|||||||
Right of use lease assets |
|||||||
Total assets |
$ |
$ |
|||||
LIABILITIES AND EQUITY |
|||||||
Unsecured notes, net |
$ |
$ |
|||||
Variable rate unsecured credit facility |
|||||||
Mortgage notes payable, net |
|||||||
Dividends payable |
|||||||
Payables for construction |
|||||||
Accrued expenses and other liabilities |
|||||||
Lease liabilities |
|||||||
Accrued interest payable |
|||||||
Resident security deposits |
|||||||
Liabilities related to real estate assets held for sale |
|||||||
Total liabilities |
|||||||
Commitments and contingencies |
|||||||
Redeemable noncontrolling interests |
|||||||
Equity: |
|||||||
Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at March 31, 2020 and December 31, 2019; zero shares issued and outstanding at March 31, 2020 and December 31, 2019 |
|||||||
Common stock, $0.01 par value; 280,000,000 shares authorized at March 31, 2020 and December 31, 2019; 140,733,340 and 140,643,962 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively |
|||||||
Additional paid-in capital |
|||||||
Accumulated earnings less dividends |
|||||||
Accumulated other comprehensive loss |
( |
) |
( |
) |
|||
Total stockholders' equity |
|||||||
Noncontrolling interests |
|||||||
Total equity |
|||||||
Total liabilities and equity |
$ |
$ |
See accompanying notes to Condensed Consolidated Financial Statements.
1
AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(Dollars in thousands, except per share data)
For the three months ended |
|||||||
3/31/2020 |
3/31/2019 |
||||||
Revenue: |
|||||||
Rental and other income |
$ |
$ |
|||||
Management, development and other fees |
|||||||
Total revenue |
|||||||
Expenses: |
|||||||
Operating expenses, excluding property taxes |
|||||||
Property taxes |
|||||||
Interest expense, net |
|||||||
Loss on extinguishment of debt, net |
|||||||
Depreciation expense |
|||||||
General and administrative expense |
|||||||
Expensed transaction, development and other pursuit costs, net of recoveries |
|||||||
Total expenses |
|||||||
Equity in income (loss) of unconsolidated real estate entities |
( |
) |
|||||
Gain on sale of communities |
|||||||
Gain on other real estate transactions, net |
|||||||
Gain on for-sale condominiums, net of marketing and administrative costs |
( |
) |
|||||
Income before income taxes |
|||||||
Income tax expense (benefit) |
( |
) |
|||||
Net income |
|||||||
Net income attributable to noncontrolling interests |
( |
) |
( |
) |
|||
Net income attributable to common stockholders |
$ |
$ |
|||||
Other comprehensive income (loss): |
|||||||
Loss on cash flow hedges |
( |
) |
( |
) |
|||
Cash flow hedge losses reclassified to earnings |
|||||||
Comprehensive income |
$ |
$ |
|||||
Earnings per common share - basic: |
|||||||
Net income attributable to common stockholders |
$ |
$ |
|||||
Earnings per common share - diluted: |
|||||||
Net income attributable to common stockholders |
$ |
$ |
See accompanying notes to Condensed Consolidated Financial Statements.
2
AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollars in thousands)
For the three months ended |
|||||||
3/31/2020 |
3/31/2019 |
||||||
Cash flows from operating activities: |
|||||||
Net income |
$ |
$ |
|||||
Adjustments to reconcile net income to cash provided by operating activities: |
|||||||
Depreciation expense |
|||||||
Amortization of deferred financing costs |
|||||||
Amortization of debt discount |
|||||||
Loss on extinguishment of debt, net |
|||||||
Amortization of stock-based compensation |
|||||||
Equity in loss of, and return on, unconsolidated real estate entities and noncontrolling interests, net of eliminations |
|||||||
Abandonment of development pursuits |
|||||||
Cash flow hedge losses reclassified to earnings |
|||||||
Gain on sale of real estate assets |
( |
) |
( |
) |
|||
Gain on for-sale condominiums |
( |
) |
|||||
Increase in resident security deposits, prepaid expenses and other assets |
( |
) |
( |
) |
|||
Increase in accrued expenses, other liabilities and accrued interest payable |
|||||||
Net cash provided by operating activities |
|||||||
Cash flows from investing activities: |
|||||||
Development/redevelopment of real estate assets including land acquisitions and deferred development costs |
( |
) |
( |
) |
|||
Acquisition of real estate assets, including partnership interest |
( |
) |
|||||
Capital expenditures - existing real estate assets |
( |
) |
( |
) |
|||
Capital expenditures - non-real estate assets |
( |
) |
( |
) |
|||
Increase in payables for construction |
|||||||
Proceeds from sale of real estate, net of selling costs |
|||||||
Proceeds from the sale of for-sale condominiums, net of selling costs |
|||||||
Mortgage note receivable lending |
( |
) |
( |
) |
|||
Mortgage note receivable payments |
|||||||
Investments in unconsolidated real estate entities |
( |
) |
( |
) |
|||
Net cash used in investing activities |
( |
) |
( |
) |
|||
Cash flows from financing activities: |
|||||||
Issuance of common stock, net |
|||||||
Dividends paid |
( |
) |
( |
) |
|||
Net borrowings under unsecured credit facility |
|||||||
Issuance of mortgage notes payable |
|||||||
Repayments of mortgage notes payable, including prepayment penalties |
( |
) |
( |
) |
|||
Issuance of unsecured notes |
|||||||
Repayment of unsecured notes, including prepayment penalties |
( |
) |
|||||
Payment of deferred financing costs |
( |
) |
( |
) |
|||
Payment for termination of forward interest rate swaps |
( |
) |
|||||
Payment to noncontrolling interest |
( |
) |
|||||
Payments related to tax withholding for share-based compensation |
( |
) |
( |
) |
|||
Distributions to DownREIT partnership unitholders |
( |
) |
( |
) |
|||
Distributions to joint venture and profit-sharing partners |
( |
) |
( |
) |
|||
Preferred interest obligation redemption and dividends |
( |
) |
( |
) |
|||
Net cash provided by (used in) financing activities |
( |
) |
|||||
Net increase (decrease) in cash and cash equivalents |
( |
) |
|||||
Cash and cash equivalents and restricted cash, beginning of period |
|||||||
Cash and cash equivalents and restricted cash, end of period |
$ |
$ |
|||||
Cash paid during the period for interest, net of amount capitalized |
$ |
$ |
See accompanying notes to Condensed Consolidated Financial Statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Statements of Cash Flows (dollars in thousands):
For the three months ended |
||||||||
3/31/2020 |
3/31/2019 |
|||||||
Cash and cash equivalents |
$ |
$ |
||||||
Cash in escrow |
||||||||
Cash, cash equivalents and restricted cash reported in the Condensed Consolidated Statements of Cash Flows |
$ |
$ |
Supplemental disclosures of non-cash investing and financing activities:
During the three months ended March 31, 2020:
• |
As described in Note 4, "Equity," |
• |
Common stock dividends declared but not paid totaled $ |
• |
The Company recorded a decrease of $ |
• |
The Company recorded an increase to accrued expenses and other liabilities of $3,302,000, an increase in prepaid expenses and other assets of $ |
• |
The Company recorded $ |
During the three months ended March 31, 2019:
• |
The Company issued |
• |
Common stock dividends declared but not paid totaled $ |
• |
The Company recorded an increase of $ |
• |
The Company recorded an increase to other liabilities of $ |
4
• |
The Company recorded $ |
5
AVALONBAY COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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 subsidiaries), is a Maryland corporation that has elected to be treated as a real estate investment trust ("REIT") for federal income tax purposes under the Internal Revenue Code of 1986 (the "Code"). The Company focuses on the development, redevelopment, acquisition, ownership and operation of multifamily communities in New England, the New York/New Jersey metro area, the Mid-Atlantic, the Pacific Northwest, and Northern and Southern California, as well as in the Company's expansion markets in Southeast Florida and Denver, Colorado (the "Expansion Markets").
At March 31, 2020, the Company owned or held a direct or indirect ownership interest in 277 operating apartment communities containing 80,398 apartment homes in 11 states and the District of Columbia. In addition, the Company owned or held a direct or indirect ownership interest in 19 communities under development that are expected to contain an aggregate of 6,198 apartment homes when completed, as well as The Park Loggia, which contains 172 for-sale residential condominiums, of which 36 have been sold as of March 31, 2020, and 67,000 square feet of retail space, of which 64 % has been leased as of March 31, 2020. The Company also owned or held a direct or indirect ownership interest in land or rights to land on which the Company expects to develop an additional 28 communities that, if developed as expected, will contain an estimated 9,720 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 Company's 2019 Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2020 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.
Capitalized terms used without definition have meanings 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 Company's earnings per common share are determined as follows (dollars in thousands, except per share data):
6
For the three months ended |
|||||||
3/31/2020 |
3/31/2019 |
||||||
Basic and diluted shares outstanding |
|||||||
Weighted average common shares - basic |
|||||||
Weighted average DownREIT units outstanding |
|||||||
Effect of dilutive securities |
|||||||
Weighted average common shares - diluted |
|||||||
Calculation of Earnings per Share - basic |
|||||||
Net income attributable to common stockholders |
$ |
$ |
|||||
Net income allocated to unvested restricted shares |
( |
) |
( |
) |
|||
Net income attributable to common stockholders, adjusted |
$ |
$ |
|||||
Weighted average common shares - basic |
|||||||
Earnings per common share - basic |
$ |
$ |
|||||
Calculation of Earnings per Share - diluted |
|||||||
Net income attributable to common stockholders |
$ |
$ |
|||||
Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships, including discontinued operations |
|||||||
Adjusted net income attributable to common stockholders |
$ |
$ |
|||||
Weighted average common shares - diluted |
|||||||
Earnings per common share - diluted |
$ |
$ |
All options to purchase shares of common stock outstanding as of March 31, 2020 and 2019 are included in the computation of diluted earnings per share.
Derivative Instruments and Hedging Activities
Legal and Other Contingencies
The Company is involved in various claims and/or administrative proceedings that arise in the ordinary course of its business. While no assurances can be given, the Company does not currently believe that any of these outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on its financial condition or results of operations.
7
Acquisitions of Investments in Real Estate
The Company accounts for acquisitions of investments in real estate in accordance with the authoritative guidance for the initial measurement, which first requires that the Company determine if the real estate investment is the acquisition of an asset or a business combination. Under either model, the Company must identify and determine the fair value of any assets acquired, liabilities assumed and any noncontrolling interest in the acquiree. Typical assets acquired and liabilities assumed include land, building, furniture, fixtures and equipment, debt and identified intangible assets and liabilities, consisting of the value of above or below market leases and in-place leases. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes various sources, including its own analysis of recently acquired and existing comparable properties in its portfolio and other market data. Consideration for acquisitions is typically in the form of cash unless otherwise disclosed. For a business combination, the Company records the assets acquired and liabilities assumed based on the fair value of each respective item. For an asset acquisition, the allocation of the purchase price is based on the relative fair value of the net assets. The Company expenses all applicable acquisition costs for a business combination and capitalizes all applicable acquisition costs for an asset acquisition. The Company expects that acquisitions of individual operating communities will generally be viewed as asset acquisitions.
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.
Reclassifications
For-Sale Condominium Inventory
The Company presents for-sale condominium inventory at historical cost and evaluates the condominiums for impairment when potential indicators exist, as further discussed in Note 6, "Real Estate Disposition Activities."
Leases
The Company is party to leases as both a lessor and a lessee, primarily as follows:
• |
lessor of residential and retail space within its apartment communities; and |
• |
lessee under (i) ground leases for land underlying current operating or development communities and (ii) office leases for its corporate headquarters and regional offices. |
Lessee Considerations
The Company assesses whether a contract is or contains a lease based on whether the contract conveys the right to control the use of an identified asset, including specified portions of larger assets, for a period of time in exchange for consideration. The Company’s leases include both fixed and variable lease payments, which are based on an index or rate such as the consumer price index (CPI) or percentage rents based on total sales. Lease payments included in the lease liability include only payments that depend on an index or rate. For leases that have options to extend the term or terminate the lease early, the Company only factored the impact of such options into the lease term if the option was considered reasonably certain to be exercised. The Company determined the discount rate associated with its ground and office leases on a lease by lease basis using the Company’s actual borrowing rates as well as indicative market pricing for longer term rates and taking into consideration the remaining term of each of the lease agreements.
8
Lessor Considerations
The Company evaluates leases in which it is the lessor, which are composed of residential and retail leases at its apartment communities, and determined these leases to be operating leases. For lease agreements that provide for rent concessions and/or scheduled fixed and determinable rent increases, rental income is recognized on a straight-line basis over the noncancellable term of the lease, which, for residential leases, is generally one year. Some of the Company’s retail leases have fixed-price renewal options, and the lessee may be able to exercise its renewal option at an amount less than the fair value of the rent at such time. The Company only includes renewal options in the lease term, if at the commencement of the lease, it is reasonably certain that the lessee will exercise this option.
Revenue and Gain Recognition
Revenue from contracts with customers is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration that the Company expects to be entitled to for those goods and services. The majority of the Company’s revenue is derived from residential and retail rental income and other lease income, which are accounted for under ASC 842, Leases, discussed above. The Company's revenue streams that are not accounted for under ASC 842 include (i) management fees, (ii) rental and non-rental related income and (iii) gains or losses on the sale of real estate.
The following table provides details of the Company’s revenue streams disaggregated by the Company’s reportable operating segments, further discussed in Note 8, “Segment Reporting,” for the three months ended March 31, 2020 and 2019. Segment information for total revenue has been adjusted to exclude the real estate assets that were sold from January 1, 2019 through March 31, 2020, or otherwise qualify as held for sale as of March 31, 2020, as described in Note 6, "Real Estate Disposition Activities" (dollars in thousands):
For the three months ended |
||||||||||||||||||||
Established Communities |
Other Stabilized Communities |
Development/ Redevelopment Communities (1) |
Non- allocated (2) |
Total |
||||||||||||||||
For the period ended March 31, 2020 |
||||||||||||||||||||
Management, development and other fees |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Rental and non-rental related income (3) |
||||||||||||||||||||
Total non-lease revenue (4) |
||||||||||||||||||||
Lease income (5) |
||||||||||||||||||||
Business interruption insurance proceeds |
||||||||||||||||||||
Total revenue |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
For the period ended March 31, 2019 |
||||||||||||||||||||
Management, development and other fees |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Rental and non-rental related income (3) |
||||||||||||||||||||
Total non-lease revenue (4) |
||||||||||||||||||||
Lease income (5) |
||||||||||||||||||||
Business interruption insurance proceeds |
||||||||||||||||||||
Total revenue |
$ |
$ |
$ |
$ |
$ |
__________________________________
(1) |
The Company had no Redevelopment Communities for the three months ended March 31, 2020 and 2019.
|
(2) |
Revenue represents third-party management, asset management and developer fees and miscellaneous income which are not allocated to a reportable segment. |
(3) |
Amounts include revenue streams related to leasing activities that are not considered components of a lease, including but not limited to, apartment hold fees and application fees, as well as revenue streams not related to leasing activities, including but not limited to, vendor revenue sharing, building advertising, vending and dry cleaning revenue. |
(4) |
Represents all revenue accounted for under ASU 2014-09. |
(5) |
Amounts include all revenue streams derived from residential and retail rental income and other lease income, which are accounted for under ASC 842. |
9
Due to the nature and timing of the Company’s identified revenue streams, there are no material amounts of outstanding or unsatisfied performance obligations as of March 31, 2020.
Recently Issued and Adopted Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including (i) trade and other receivables, (ii) other long term financings including available for sale and held-to-maturity debt securities and (iii) loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which amends the scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with the leases standard (Topic 842). The new standard was adopted on January 1, 2020 and does not have a material effect on the Company’s financial position or results of operations.
2. Interest Capitalized
The Company capitalizes interest during the development and redevelopment of real estate assets. Capitalized interest associated with the Company's development or redevelopment activities totaled $11,498,000 and $17,589,000 for the three months ended March 31, 2020 and 2019, respectively.
3. Mortgage Notes Payable, Unsecured Notes and Credit Facility
The Company's mortgage notes payable, unsecured notes, variable rate unsecured term loans (the "Term Loans") and Credit Facility, as defined below, as of March 31, 2020 and December 31, 2019 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 March 31, 2020 and December 31, 2019, as shown in the accompanying Condensed Consolidated Balance Sheets (dollars in thousands) (see Note 6, "Real Estate Disposition Activities").
3/31/2020 |
12/31/2019 |
||||||
Fixed rate unsecured notes (1) |
$ |
$ |
|||||
Variable rate unsecured notes (1) |
|||||||
Term Loans (1) |
|||||||
Fixed rate mortgage notes payable - conventional and tax-exempt (2) |
|||||||
Variable rate mortgage notes payable - conventional and tax-exempt (2) |
|||||||
Total mortgage notes payable and unsecured notes and Term Loans |
|||||||
Credit Facility |
|||||||
Total mortgage notes payable, unsecured notes, Term Loans and Credit Facility |
$ |
$ |
_____________________________________
(1) |
Balances at March 31, 2020 and December 31, 2019 exclude $ |
(2) |
Balances at March 31, 2020 and December 31, 2019 exclude $ |
The following debt activity occurred during the three months ended March 31, 2020:
• |
In February 2020, the Company issued $ |
• |
In February 2020, the Company refinanced the secured borrowing for Avalon San Bruno III. The secured borrowing had a fixed interest rate of |
10
• |
In March 2020, the Company repaid (i) $ |
At March 31, 2020, the Company had a $1,750,000,000 revolving variable rate unsecured credit facility with a syndicate of banks (the “Credit Facility”) which matures in February 2024. The Credit Facility bears interest at varying levels based on (i) the London Interbank Offered Rate (“LIBOR”) applicable to the period of borrowing for a particular draw of funds from the facility (e.g., one month to maturity, three months to maturity, etc.) and (ii) the rating levels issued for our unsecured notes. The current stated pricing for drawn borrowings is LIBOR plus 0.775 % per annum (1.77 % at March 31, 2020), assuming a one month borrowing rate. The annual facility fee is 0.125 % (or approximately $2,188,000 annually based on the $1,750,000,000 facility size and based on the Company's current credit rating).
The Company had $750,000,000 outstanding under the Credit Facility as of March 31, 2020 and no borrowings outstanding as of December 31, 2019. The Company had $5,032,000 and $11,488,000 outstanding in letters of credit that reduced the borrowing capacity as of March 31, 2020 and December 31, 2019, respectively. In addition, the Company had $29,867,000 outstanding in additional letters of credit on a separate facility unrelated to the Credit Facility as of March 31, 2020.
In the aggregate, secured notes payable mature at various dates from December 2020 through July 2066, and are secured by certain apartment communities (with a net carrying value of $1,584,911,000 , excluding communities classified as held for sale, as of March 31, 2020).
The weighted average interest rate of the Company's fixed rate secured notes payable (conventional and tax-exempt) was 3.8 % and 3.9 % at March 31, 2020 and December 31, 2019, respectively. The weighted average interest rate of the Company's variable rate secured notes payable (conventional and tax-exempt) including the effect of certain financing related fees, was 3.4 % and 3.2 % at March 31, 2020 and December 31, 2019, respectively.
Scheduled payments and maturities of secured notes payable and unsecured notes outstanding at March 31, 2020 are as follows (dollars in thousands):
Year |
Secured notes
payments
|
Secured notes maturities |
Unsecured notes maturities |
Stated interest rate of unsecured notes |
|||||||||||
2020 |
$ |
$ |
$ |
— |
N/A |
||||||||||
2021 |
— |
N/A |
|||||||||||||
LIBOR + 0.43% |
|||||||||||||||
2022 |
— |
% |
|||||||||||||
LIBOR + 0.90% |
|||||||||||||||
2023 |
— |
% |
|||||||||||||
% |
|||||||||||||||
2024 |
— |
% |
|||||||||||||
LIBOR + 0.85% |
|||||||||||||||
2025 |
— |
% |
|||||||||||||
% |
|||||||||||||||
2026 |
— |
% |
|||||||||||||
% |
|||||||||||||||
2027 |
% |
||||||||||||||
2028 |
— |
% |
|||||||||||||
2029 |
% |
||||||||||||||
Thereafter |
% |
||||||||||||||
% |
|||||||||||||||
% |
|||||||||||||||
% |
|||||||||||||||
$ |
$ |
$ |
The Company was in compliance at March 31, 2020 with customary financial covenants under the Credit Facility, the Term Loans and the Company's fixed rate unsecured notes.
11
4. Equity
The following summarizes the changes in equity for the three months ended March 31, 2020 (dollars in thousands):
Common
stock
|
Additional
paid-in
capital
|
Accumulated
earnings
less
dividends
|
Accumulated
other
comprehensive
loss
|
Total AvalonBay stockholder's equity |
Noncontrolling interests |
Total
equity
|
|||||||||||||||||||||
Balance at December 31, 2019 |
$ |
$ |
$ |
$ |
( |
) |
$ |
$ |
$ |
||||||||||||||||||
Net income attributable to common stockholders |
— |
— |
— |
— |
|||||||||||||||||||||||
Loss on cash flow hedges, net |
— |
— |
— |
( |
) |
( |
) |
— |
( |
) |
|||||||||||||||||
Cash flow hedge losses reclassified to earnings |
— |
— |
— |
— |
|||||||||||||||||||||||
Change in redemption value of redeemable noncontrolling interest |
— |
— |
— |
— |
|||||||||||||||||||||||
Noncontrolling interests income allocation |
— |
— |
— |
— |
— |
( |
) |
( |
) |
||||||||||||||||||
Dividends declared to common stockholders ($1.59 per share) |
— |
— |
( |
) |
— |
( |
) |
— |
( |
) |
|||||||||||||||||
Issuance of common stock, net of withholdings |
( |
) |
( |
) |
— |
( |
) |
— |
( |
) |
|||||||||||||||||
Amortization of deferred compensation |
— |
— |
— |
— |
|||||||||||||||||||||||
Balance at March 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
$ |
$ |
The following summarizes the changes in equity for the three months ended March 31, 2019 (dollars in thousands):
Common stock |
Additional paid-in capital |
Accumulated earnings less dividends |
Accumulated other comprehensive loss |
Total equity |
|||||||||||||||
Balance at December 31, 2018 |
$ |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||
Net income attributable to common stockholders |
— |
— |
— |
||||||||||||||||
Loss on cash flow hedges, net |
— |
— |
— |
( |
) |
( |
) |
||||||||||||
Cash flow hedge losses reclassified to earnings |
— |
— |
— |
||||||||||||||||
Change in redemption value of redeemable noncontrolling interest |
— |
— |
( |
) |
— |
( |
) |
||||||||||||
Dividends declared to common stockholders ($1.52 per share) |
— |
— |
( |
) |
— |
( |
) |
||||||||||||
Issuance of common stock, net of withholdings |
( |
) |
— |
||||||||||||||||
Amortization of deferred compensation |
— |
— |
— |
||||||||||||||||
Balance at March 31, 2019 |
$ |
$ |
$ |
$ |
( |
) |
$ |
As of March 31, 2020 and December 31, 2019, the Company's charter had authorized for issuance a total of 280,000,000 shares of common stock and 50,000,000 shares of preferred stock.
During the three months ended March 31, 2020, the Company:
i. |
issued |
ii. |
issued |
iii. |
issued |
iv. |
withheld |
v. |
canceled |
Any deferred compensation related to the Company's stock option, restricted stock and performance award grants during the three months ended March 31, 2020 is not reflected on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2020, and will not be reflected until recognized as compensation cost.
12
In May 2019, the Company commenced a fifth continuous equity program ("CEP V") under which the Company may sell (and/or enter into forward sale agreements for the sale of) up to $1,000,000,000 of its common stock from time to time. Actual sales will depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company's common stock and determinations by the Company of the appropriate sources of funding for the Company. In conjunction with CEP V, the Company engaged sales agents who will receive compensation of up to 1.5 % of the gross sales price for shares sold. The Company expects that, if entered into, it will physically settle each forward sale agreement on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company will expect to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward agreement multiplied by the relevant forward sale price. However, the Company may also elect to cash settle or net share settle a forward sale agreement. In connection with each forward sale agreement, the Company will pay the relevant forward seller, in the form of a reduced initial forward sale price, a commission of up to 1.5 % of the sales prices of all borrowed shares of common stock sold. During the three months ended March 31, 2020, the Company had no sales under the program. As of March 31, 2020, the Company had $752,878,000 remaining authorized for issuance under this program.
5. Investments in Real Estate Entities
Investments in Unconsolidated Real Estate Entities
As of March 31, 2020, the Company had investments in seven unconsolidated real estate entities with ownership interest percentages ranging from 20.0 % to 50.0 %, excluding joint ventures formed with Equity Residential as part of the Archstone acquisition. The Company accounts for its investments in unconsolidated real estate entities under the equity method of accounting. The significant accounting policies of the Company's unconsolidated real estate entities are consistent with those of the Company in all material respects.
The following is a combined summary of the financial position of the entities accounted for using the equity method discussed above as of the dates presented (dollars in thousands):
3/31/2020 |
12/31/2019 |
||||||
(unaudited) |
|||||||
Assets: |
|||||||
Real estate, net |
$ |
$ |
|||||
Other assets |
|||||||
Total assets |
$ |
$ |
|||||
Liabilities and partners' capital: |
|||||||
Mortgage notes payable, net (1) |
$ |
$ |
|||||
Other liabilities |
|||||||
Partners' capital |
|||||||
Total liabilities and partners' capital |
$ |
$ |
_________________________________
(1) |
The Company has not guaranteed the debt, nor does the Company have any obligation to fund this debt should the unconsolidated entity be unable to do so. |
The following is a combined summary of the operating results of the entities accounted for using the equity method discussed above for the periods presented (dollars in thousands):
13
For the three months ended |
|||||||
3/31/2020 |
3/31/2019 |
||||||
(unaudited) |
|||||||
Rental and other income |
$ |
$ |
|||||
Operating and other expenses |
( |
) |
( |
) |
|||
Interest expense, net |
( |
) |
( |
) |
|||
Depreciation expense |
( |
) |
( |
) |
|||
Net income (loss) |
$ |
$ |
( |
) |
|||
Company's share of net income (loss) |
$ |
$ |
( |
) |
|||
Amortization of excess investment and other |
( |
) |
( |
) |
|||
Equity in income (loss) from unconsolidated real estate investments |
$ |
$ |
( |
) |
Expensed Transaction, Development and Other Pursuit Costs
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 non-recoverable capitalized pre-development costs are expensed. The Company expensed costs related to development pursuits not yet considered probable for development and the abandonment of Development Rights, as well as costs incurred in pursuing the acquisition or disposition of assets for which such acquisition and disposition activity did not occur, in the amounts of $3,334,000 and $622,000 for the three months ended March 31, 2020 and 2019, respectively. These costs are included in expensed transaction, development and other pursuit costs, net of recoveries on the accompanying Condensed Consolidated Statements of Comprehensive Income. Abandoned pursuit costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods.
Casualty and Impairment of Long-Lived Assets
In the Company's evaluation of its real estate portfolio for impairment, as discussed below, it considered the impact of the COVID-19 pandemic and did not identify any indicators of impairment as a result.
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 property or long-lived asset may not be recoverable, the Company assesses its recoverability by comparing the carrying amount of the property or 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 exceeds the estimated fair value of the property or long-lived asset. Based on periodic tests of recoverability of long-lived assets, the Company did not recognize any impairment losses for the three months ended March 31, 2020 and 2019.
The Company evaluates its for-sale condominium inventory for potential indicators of impairment, considering whether the fair value of the individual for-sale condominium units exceeds the carrying value of those units. For-sale condominium inventory is stated at cost, unless the carrying amount of the inventory is not recoverable when compared to the fair value of each unit. The Company determines the fair value of its for-sale condo