April 29, 2021 - EX-99.1 - 8-K: Current report filing | AvalonBay Communities, Inc. (AVB)

Exhibit 99.1

For Immediate News Release

April 28, 2021

AVALONBAY COMMUNITIES, INC. ANNOUNCES

FIRST QUARTER 2021 OPERATING RESULTS

AND SECOND QUARTER 2021 FINANCIAL OUTLOOK

(Arlington, VA) AvalonBay Communities, Inc. (NYSE: AVB) (the “Company”) reported today that Net Income Attributable to Common Stockholders for the three months ended March 31, 2021 was $142,223,000. This resulted in a decrease in Earnings per Share – diluted (“EPS”) for the three months ended March 31, 2021 of 14.3% to $1.02 from $1.19 for the prior year period, primarily attributable to a decrease in Established Community Residential NOI, as detailed in the table below.

Funds from Operations attributable to common stockholders - diluted (“FFO”) per share for the three months ended March 31, 2021 decreased 14.9% to $1.94 from $2.28 for the prior year period. Core FFO per share (as defined in this release) for the three months ended March 31, 2021 decreased 18.4% to $1.95 from $2.39 for the prior year period.

The following table compares the Company’s actual results for EPS, FFO per share and Core FFO per share for the three months ended March 31, 2021 to its results for the prior year period:



Q1 2021 Results Compared to Q1 2020
	Per Share (1)
	EPS		FFO		Core FFO
Q1 2020 per share reported results	$	1.19	$	2.28	$	2.39
Established Community Residential NOI (2)	(0.39)		(0.39)		(0.39)
Development and Other Stabilized Community Residential NOI	0.04		0.04		0.04
Commercial NOI	(0.01)		(0.01)		(0.01)
Capital markets and transaction activity	—		0.01		(0.05)
Joint venture income	(0.01)		(0.01)		(0.01)
Overhead and other	0.01		0.01		(0.02)
Income taxes	0.01		0.01		—
Gain on sale of real estate and depreciation expense	0.18		—		—
Q1 2021 per share reported results	$	1.02	$	1.94	$	1.95

(1) For additional detail on reconciling items between EPS, FFO and Core FFO, see Definitions and Reconciliations, table 2.
(2) Established Community uncollectible Residential and Commercial lease revenue increased $0.09 over the prior year period.

The following table compares the Company’s actual results for EPS, FFO per share and Core FFO per share for the first quarter of 2021 to its February 2021 outlook:



Q1 2021 Results Compared to February 2021 Outlook
	Per Share (1)
	EPS		FFO		Core FFO
Projected per share - February 2021 outlook (1)	$	0.96	$	1.86	$	1.90
Established Community Residential NOI	0.03		0.03		0.03
Commercial and other Residential NOI	0.02		0.02		0.02
Capital markets and transaction activity	0.02		0.02		—
Income taxes	0.01		0.01		—
Gain on sale of real estate and depreciation expense	(0.02)		—		—
Q1 2021 per share reported results	$	1.02	$	1.94	$	1.95

(1) The mid-point of the Company's February 2021 outlook.

Established Communities Operating Results for the Three Months Ended March 31, 2021 Compared to the Prior Year Period

For Established Communities, total revenue decreased $50,375,000, or 9.1%, to $502,258,000. Residential revenue decreased $49,570,000, or 9.1%, to $497,435,000, with uncollectible lease revenue contributing $12,428,000 of this decrease.

Residential rental revenue for Established Communities decreased 9.1%, as detailed in the following table:



Established Communities Change in Residential Rental Revenue
Q1 2021 Compared to Q1 2020
Residential rental revenue
Lease rates	(3.6)	%
Concessions and other discounts	(2.4)	%
Economic occupancy	(0.6)	%
Other rental revenue	(0.2)	%
Uncollectible lease revenue (1)	(2.3)	%
Total Residential rental revenue	(9.1)	%



(1) Uncollectible lease revenue increased to 3.14% of total residential revenue, as compared to 0.67% of total residential revenue for the prior year period.

Residential operating expenses for Established Communities increased $4,973,000, or 3.2%, to $161,818,000 and Residential NOI for Established Communities decreased $54,543,000, or 14.0%, to $335,617,000.

The following table presents percentage changes in Residential rental revenue, Residential operating expenses and Residential NOI for Established Communities for the three months ended March 31, 2021 compared to the three months ended March 31, 2020:



Q1 2021 Compared to Q1 2020
		Residential
	Rental Revenue (1)			Opex (2)				% of NOI (3)
						NOI
New England		(6.8)	%	1.8	%	(11.2)	%	14.2	%
Metro NY/NJ		(7.4)	%	0.5	%	(10.8)	%	22.8	%
Mid-Atlantic		(7.9)	%	6.0	%	(13.3)	%	15.8	%
Southeast FL		(3.5)	%	(9.7)	%	1.6	%	1.3	%
Denver, CO		9.3	%	(10.7)	%	20.3	%	1.1	%
Pacific NW		(8.3)	%	9.1	%	(15.3)	%	6.2	%
No. California		(15.3)	%	5.4	%	(21.6)	%	18.4	%
So. California		(8.7)	%	3.6	%	(13.6)	%	20.2	%
Total		(9.1)	%	3.2	%	(14.0)	%	100.0	%

(1) See full release for additional detail.
(2) See full release for discussion of variances.
(3) Represents % of total NOI for Q1 2021, including amounts related to communities that have been sold or that are classified as held for sale.

COVID-19 Operational Update

Established Communities Collections Update

The following table provides an update for Residential revenue collections for Established Communities for Q2 2020 through Q1 2021 as of each respective quarter end, as well as through April 27, 2021 for the periods presented. Collected residential revenue is the portion of apartment base rent charged to residents and other rentable items, including parking and storage rent, along with pet and other fees in accordance with residential leases, that has been collected ("Collected Residential Revenue"), and excludes transactional and other fees.



Established Communities Collections (1)
	Collected Residential Revenue
	At quarter end (2)	At April 27, 2021 (3)(4)
Q2 2020	95.4%	98.3%
Q3 2020	95.1%	97.5%
Q4 2020	94.8%	96.8%
Q1 2021	94.8%	95.7%

(1) Collections are for the Company’s 2021 Established Communities and exclude commercial revenue, which was 0.6% and 1.1% of the Company's 2020 and 2019 Established Communities' total revenue, respectively.
(2) The Collected Residential Revenue percentage as of June 30, 2020 for Q2 2020, September 30, 2020 for Q3 2020, December 31, 2020 for Q4 2020 and March 31, 2021 for Q1 2021, respectively.
(3) The percentage of Collected Residential Revenue as of April 27, 2021.
(4) Collected Residential Revenue for April 2021 as of April 27, 2021 was 92.8%, which is 95.1% of the AVB Residential Benchmark.

For further discussion of collection rates and limitations on use of this data, see "Established Communities Collections," in Definitions and Reconciliations.

Development Activity

During the three months ended March 31, 2021, the Company completed the development of three consolidated apartment communities:

•Avalon Yonkers, located in Yonkers, NY;

•AVA Hollywood, located in Hollywood, CA; and

•Avalon Acton II, located in Acton, MA.

These communities contain an aggregate of 1,371 apartment homes and 19,000 square feet of commercial space and were constructed for a Total Capital Cost of $602,000,000.

At March 31, 2021, the Company had 13 consolidated Development Communities under construction that in the aggregate are expected to contain 3,757 apartment homes and 43,000 square feet of commercial space. Estimated Total Capital Cost at completion for these Development Communities is $1,349,000,000.

At March 31, 2021, the Company had two Unconsolidated Development Communities under construction that in the aggregate are expected to contain 803 apartment homes and 56,000 square feet of commercial space.

During the three months ended March 31, 2021, the Company acquired land for the future development of four apartment communities for an aggregate investment of $52,366,000.

Acquisition Activity

In April 2021, the Company acquired Avalon Arundel Crossing East, a wholly-owned operating community, located in Linthicum Heights, MD, adjacent to the Company's Avalon Arundel Crossing operating community. Avalon Arundel Crossing East contains 384 apartment homes and was acquired for a purchase price of $119,000,000.

Disposition Activity

Consolidated Apartment Communities

During the three months ended March 31, 2021, the Company sold eaves Stamford, a wholly-owned operating community, located in Stamford, CT. eaves Stamford contains 238 apartment homes and was sold for $72,000,000, resulting in a gain in accordance with GAAP of $53,775,000 and an Economic Gain of $25,517,000.

During the three months ended March 31, 2021, the Company sold 10 of the 172 residential condominiums at The Park Loggia, located in New York, NY, for gross proceeds of $14,609,000, and leased an additional 12,000 square feet of commercial space. As of March 31, 2021, 80 of the 172 residential condominiums have been sold and 87% of the 66,000 square feet of commercial space has been leased. In addition, subsequent to quarter end and through the date of this release, the Company sold three residential condominiums for gross proceeds of $5,180,000, reducing inventory to be sold to 89 condominiums.

Liquidity and Capital Markets

At March 31, 2021, the Company did not have any borrowings outstanding under its $1,750,000,000 unsecured credit facility and had $229,732,000 in unrestricted cash and cash in escrow.

The Company’s annualized Net Debt-to-Core EBITDAre (as defined in this release) for the first quarter of 2021 was 5.6 times and Unencumbered NOI (as defined in this release) was 94%.

During the three months ended March 31, 2021, the Company repaid $27,795,000 principal amount of 5.37% fixed rate debt secured by Avalon San Bruno II at par in advance of its April 2021 maturity date.

Second Quarter 2021 Financial Outlook

For its second quarter 2021 financial outlook, the Company expects the following:



Projected EPS, Projected FFO and Projected Core FFO Outlook (1)
	Q2 2021
		Low		High
Projected EPS		$2.95	-	$3.05
Projected FFO per share		$1.82	-	$1.92
Projected Core FFO per share		$1.85	-	$1.95

(1) See Definitions and Reconciliations, table 9, for reconciliations of Projected FFO per share and Projected Core FFO per share to Projected EPS.

Second Quarter Financial Outlook
		Q2 2021
		Low		High
Established Communities:
Residential revenue change		(6.25)%	-	(4.75)%
Residential operating expense change		6.75%	-	9.75%
Residential NOI change		(13.0)%	-	(10.0)%

The following table compares the Company’s actual results for EPS, FFO per share and Core FFO per share for the first quarter of 2021 to its second quarter 2021 financial outlook:



Q1 2021 Results Compared to Second Quarter 2021 Outlook
	Per Share (1)
	EPS		FFO		Core FFO
Q1 2021 per share reported results	$	1.02	$	1.94	$	1.95
Established Community Residential NOI (1)	(0.05)		(0.05)		(0.05)
Commercial and other Residential NOI	0.02		0.02		0.02
Capital markets and transaction activity	(0.02)		(0.02)		—
Overhead and other	(0.02)		(0.02)		(0.02)
Gain on sale of real estate and depreciation expense	2.05		—		—
Projected per share - second quarter 2021 outlook (2)	$	3.00	$	1.87	$	1.90

(1) Consists of a $0.00 change in Established Community Residential revenue and a $(0.05) change in Established Community Residential operating expenses.
(2) The mid-point of the Company's second quarter 2021 outlook.

Second Quarter Conference Schedule

The Company is scheduled to participate in Nareit's REITweek Conference from June 8 - 10, 2021. During this conference, management may discuss the Company's current operating environment; operating trends; development, redevelopment, disposition and acquisition activity; portfolio strategy and other business and financial matters affecting the Company. Details on how to access a webcast of the Company's presentation will be available in advance of the conference event on the Company's website at http:// www.avalonbay.com/events.

Other Matters

The Company will hold a conference call on April 29, 2021 at 1:00 PM ET to review and answer questions about this release, its first quarter 2021 results, the Attachments (described below) and related matters. To participate on the call, dial 800-263-0877 and use conference id: 1309263.

To hear a replay of the call, which will be available from April 29, 2021 at 6:00 PM ET to May 6, 2021 at 6:00 PM ET, dial 888-203-1112 and use conference id: 1309263. A webcast of the conference call will also be available at http://www.avalonbay.com/earnings, and an on-line playback of the webcast will be available for at least seven days following the call.

The Company produces Earnings Release Attachments (the "Attachments") that provide detailed information regarding operating, development, redevelopment, disposition and acquisition activity. These Attachments are considered a part of this earnings release and are available in full with this earnings release via the Company's website at http://www.avalonbay.com/earnings. To receive future press releases via e-mail, please submit a request through http://investors.avalonbay.com/email_notification.

In addition to the Attachments, the Company is providing a teleconference presentation that will be available on the Company's website at http://www.avalonbay.com/earnings subsequent to this release and before the market opens on April 29, 2021.

About AvalonBay Communities, Inc.

As of March 31, 2021, the Company owned or held a direct or indirect ownership interest in 290 apartment communities containing 85,787 apartment homes in 11 states and the District of Columbia, of which 15 communities were under development and one community was under redevelopment. The Company is an equity REIT in the business of developing, redeveloping, acquiring and managing apartment communities in leading metropolitan areas in New England, the New York/New Jersey Metro area, the Mid-Atlantic, Southeast Florida, Denver, Colorado, the Pacific Northwest, and Northern and Southern California. More information may be found on the Company’s website at http://www.avalonbay.com. For additional information, please contact Jason Reilley, Vice President of Investor Relations, at 703-317-4681.

Forward-Looking Statements

This release, including its Attachments, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which you can identify by the Company’s use of words such as “expects,” “plans,” “estimates,” “anticipates,” “projects,” “intends,” “believes,” “outlook” and similar expressions that do not relate to historical matters, are based on the Company’s expectations, forecasts and assumptions at the time of this release, which may not be realized and involve risks and uncertainties that cannot be predicted accurately or that might not be anticipated. These could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Risks and uncertainties that might cause such differences include those related to the COVID-19 pandemic, about which there are many uncertainties, including (i) the duration and severity of the pandemic, (ii) the effectiveness of vaccines and the rate of vaccination and (iii) the effect on the multifamily industry and the general economy of measures taken by businesses and the government to prevent the spread of the novel coronavirus and relieve economic distress of consumers, such as governmental limitations on the ability of multifamily owners to evict residents who are delinquent in the payment of their rent and federal efforts at economic stimulus. The adverse impact over the long-term of the pandemic on our business, results of operations, cash flows and financial condition could be material. In addition, the effects of the pandemic are likely to heighten the following risks, which we routinely face in our business: we may abandon development or redevelopment opportunities for which we have already incurred costs; adverse capital and credit market conditions may affect our access to various sources of capital and/or cost of capital, which may affect our business activities, earnings and common stock price, among other things; changes in local employment conditions, demand for apartment homes, supply of competitive housing products, landlord-tenant laws, including the adoption of new rent control regulations, and other economic or regulatory conditions may result in lower than expected occupancy and/or rental rates and adversely affect the profitability of our communities; delays in completing development, redevelopment and/or lease-up may result in increased financing and construction costs and may delay and/or reduce the profitability of a community; debt and/or equity financing for development, redevelopment or acquisitions of communities may not be available or may not be available on favorable terms; we may be unable to obtain, or experience delays in obtaining, necessary governmental permits and authorizations;

expenses may result in communities that we develop or redevelop failing to achieve expected profitability; our assumptions concerning risks relating to our lack of control of joint ventures and our abilities to successfully dispose of certain assets may not be realized; our assumptions and expectations in our financial outlook may prove to be too optimistic; and the timing and net proceeds of condominium sales may not equal our current expectations. Additional discussions of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements (and which risks may also be heightened because of the COVID-19 pandemic) appear in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors” and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” and in subsequent quarterly reports on Form 10-Q.

The Company does not undertake a duty to update forward-looking statements, including its expected 2021 operating results and other financial data forecasts contained in this release. The Company may, in its discretion, provide information in future public announcements regarding its outlook that may be of interest to the investment community. The format and extent of future outlooks may be different from the format and extent of the information contained in this release.

Definitions and Reconciliations

Non-GAAP financial measures and other capitalized terms, as used in this earnings release, are defined, reconciled and further explained on Attachment 11, Definitions and Reconciliations of Non-GAAP Financial Measures and Other Terms. Attachment 11 is included in the full earnings release available at the Company’s website at http://www.avalonbay.com/earnings. This wire distribution includes only the following definitions and reconciliations.

AVB Residential Benchmark represents the average monthly revenue collections as a percentage of amounts billed for the referenced day of the month for the period from April 2019 to March 2020.

Average Rental Rates are calculated by the Company as Residential rental revenue in accordance with GAAP, divided by the weighted average number of occupied apartment homes.

Commercial represents results attributable to the Company's non-apartment components of its mixed-use communities and other non-residential operations.

Development Communities are consolidated communities that are either currently under construction, or were under construction and were completed during the current year. These communities may be partially or fully complete and operating.

Economic Occupancy (“Ec Occ”) is defined as total possible Residential revenue less vacancy loss as a percentage of total possible Residential revenue. Total possible Residential revenue (also known as “gross potential”) is determined by valuing occupied units at contract rates and vacant units at Market Rents. Vacancy loss is determined by valuing vacant units at current Market Rents. By measuring vacant apartments at their Market Rents, Economic Occupancy takes into account the fact that apartment homes of different sizes and locations within a community have different economic impacts on a community’s gross revenue.

Economic Gain is calculated by the Company as the gain on sale in accordance with GAAP, less accumulated depreciation through the date of sale and any other adjustments that may be required under GAAP accounting. Management generally considers Economic Gain to be an appropriate supplemental measure to gain on sale in accordance with GAAP because it helps investors to understand the relationship between the cash proceeds from a sale and the cash invested in the sold community. The Economic Gain for disposed communities is based on their respective final settlement statements. A reconciliation of the aggregate Economic Gain to the aggregate gain on sale in accordance with GAAP for the wholly-owned operating communities disposed of during the three months ended March 31, 2021 is as follows (dollars in thousands):


TABLE 1
	Q1 2021
GAAP Gain	$	53,775

Accumulated Depreciation and Other	(28,258)

Economic Gain	$	25,517

Established Communities are consolidated communities in the markets where the Company has a significant presence and where a comparison of operating results from the prior year to the current year is meaningful, as these communities were owned and had Stabilized Operations, as defined below, as of the beginning of the respective prior year period. Therefore, for 2021 operating results, Established Communities are consolidated communities that have Stabilized Operations as of January 1, 2020, are not conducting or are not probable to conduct substantial redevelopment activities and are not held for sale or probable for disposition within the current year.

Established Communities Collections are the collection rates based on individual resident and commercial tenant activity as reflected in the Company’s property management systems, and are presented to provide information about collections trends during the COVID-19 pandemic. Prior to the COVID-19 pandemic, the collections information provided was not routinely produced for internal use by senior management or publicly disclosed by the Company, and is a result of analysis that is not subject to internal controls over financial reporting. This information is not prepared in accordance with GAAP, does not reflect GAAP revenue or cash flow metrics, may be subject to adjustment in preparing GAAP revenue and cash flow metrics at the end of the three months ended March 31, 2021. Additionally, this information should not be interpreted as predicting the Company’s financial performance, results of operations or liquidity for any period.

EBITDA, EBITDAre and Core EBITDAre are considered by management to be supplemental measures of our financial performance. EBITDA is defined by the Company as net income or loss attributable to the Company before interest expense, income taxes, depreciation and amortization. EBITDAre is calculated by the Company in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), as EBITDA plus or minus losses and gains on the disposition of depreciated property, plus impairment write-downs of depreciated property, with adjustments to reflect the Company's share of EBITDAre of unconsolidated entities. Core EBITDAre is the Company’s EBITDAre as adjusted for non-core items outlined in the table below. By further adjusting for items that are not considered part of the Company’s core business operations, Core EBITDAre can help one compare the core operating and financial performance of the Company between periods. A reconciliation of EBITDA, EBITDAre and Core EBITDAre to net income is as follows (dollars in thousands):


TABLE 2
	Q1
	2021
Net income	$	142,234
Interest expense (1)	55,416
Income tax benefit	(755)
Depreciation expense	183,297
EBITDA	$	380,192

Gain on sale of communities	(53,727)
Joint venture EBITDAre adjustments (2)	3,274
EBITDAre	$	329,739

Joint venture losses	101
Gain on interest rate contract	(2,654)
Executive transition compensation costs	1,781
Development pursuit write-offs and expensed transaction costs, net of recoveries	(225)
Gain on for-sale condominiums	(131)
For-sale condominium marketing, operating and administrative costs	1,044
Gain on other real estate transactions	(427)
Legal settlements	60
Core EBITDAre	$	329,288

(1) Includes gains and losses on extinguishment of debt and excludes the impact of gain on interest rate contract, if applicable.
(2) Includes joint venture interest, taxes, depreciation, gain on dispositions of depreciated real estate and impairment losses, if applicable, included in net income.

FFO and Core FFO are considered by management to be supplemental measures of our operating and financial performance. FFO is calculated by the Company in accordance with the definition adopted by Nareit. FFO is calculated by the Company as Net income or loss attributable to common stockholders computed in accordance with GAAP, adjusted for gains or losses on sales of previously depreciated operating communities, cumulative effect of a change in accounting principle, impairment write-downs of depreciable real estate assets, write-downs of investments in affiliates which are driven by a decrease in the value of depreciable real estate assets held by the affiliate and depreciation of real estate assets, including adjustments for unconsolidated partnerships and joint ventures. By excluding gains or losses related to dispositions of previously depreciated operating communities and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating and financial performance of a company’s real estate between periods or as compared to different companies. Core FFO is the Company's FFO as adjusted for non-core items outlined in the table below. By further adjusting for items that are not considered by us to be part of our core business operations, Core FFO can help one compare the core operating and financial performance of the Company between periods. A reconciliation of Net income attributable to common stockholders to FFO and to Core FFO is as follows (dollars in thousands):


TABLE 3
	Q1		Q1
	2021		2020
Net income attributable to common stockholders	$	142,223	$	167,971
Depreciation - real estate assets, including joint venture adjustments	182,314		177,428
Distributions to noncontrolling interests	12		12
Gain on sale of previously depreciated real estate	(53,727)		(24,436)
FFO attributable to common stockholders	270,822		320,975

Adjusting items:
Joint venture losses	101		—
(Gain) loss on extinguishment of consolidated debt	(122)		9,170
Gain on interest rate contract	(2,654)		—
Advocacy contributions	—		301
Executive transition compensation costs	1,781		—
Severance related costs	—		1,951
Development pursuit write-offs and expensed transaction costs, net of recoveries	(225)		3,120
Gain on for-sale condominiums (1)	(131)		(4,903)
For-sale condominium marketing, operating and administrative costs (1)	1,044		1,443
For-sale condominium imputed carry cost (2)	2,152		3,609
Gain on other real estate transactions	(427)		(43)
Legal settlements	60		43
Income tax (benefit) expense	(755)		91
Core FFO attributable to common stockholders	$	271,646	$	335,757

Average shares outstanding - diluted	139,552,413		140,777,873

Earnings per share - diluted	$	1.02	$	1.19
FFO per common share - diluted	$	1.94	$	2.28
Core FFO per common share - diluted	$	1.95	$	2.39

(1) Aggregate impact of (i) Gain on for-sale condominiums and (ii) For-sale condominium marketing, operating and administrative costs, is a net expense of $913 for Q1 2021 and a net gain of $3,640 for Q1 2020, respectively.
(2) Represents the imputed carry cost of the for-sale residential condominiums at The Park Loggia. The Company computes this adjustment by multiplying the Total Capital Cost of completed and unsold for-sale residential condominiums by the Company's weighted average unsecured debt effective interest rate.

Initial Year Market Cap Rate is defined by the Company as Projected NOI of a single community for the first 12 months of operations (assuming no repositioning), less estimates for non-routine allowance of approximately $300 - $500 per apartment home, divided by the gross sales price for the community. Projected NOI, as referred to above, represents management’s estimate of projected rental revenue minus projected operating expenses before interest, income taxes (if any), depreciation and amortization. For this purpose, management’s projection of operating expenses for the community includes a management fee of 2.25%. The Initial Year Market Cap Rate, which may be determined in a different manner by others, is a measure frequently used in the real estate industry when determining the appropriate purchase price for a property or estimating the value for a property. Buyers may assign different Initial Year Market Cap Rates to different communities when determining the appropriate value because they (i) may project different rates of change in operating expenses and capital expenditure estimates and (ii) may project different rates of change in future rental revenue due to different estimates for changes in rent and occupancy levels. The weighted average Initial Year Market Cap Rate is weighted based on the gross sales price of each community.

Interest Coverage is calculated by the Company as Core EBITDAre, divided by the sum of interest expense, net, and preferred dividends, if applicable. Interest Coverage is presented by the Company because it provides rating agencies and investors an additional means of comparing our ability to service debt obligations to that of other companies. A calculation of Interest Coverage for the three months ended March 31, 2021 is as follows (dollars in thousands):


TABLE 4

Core EBITDAre	$	329,288

Interest expense (1)	$	55,416

Interest Coverage	5.9 times

(1) Includes gains and losses on extinguishment of debt and excludes the impact of gain on interest rate contract, if applicable.

Market Rents as reported by the Company are based on the current market rates set by the Company based on its experience in renting apartments and publicly available market data. Trends in Market Rents for a region as reported by others could vary. Market Rents for a period are based on the average Market Rents during that period and do not reflect any impact for cash concessions.

Net Debt-to-Core EBITDAre is calculated by the Company as total debt (secured and unsecured notes and the Company's variable rate unsecured credit facility) that is consolidated for financial reporting purposes, less consolidated cash and cash in escrow, divided by annualized first quarter 2021 Core EBITDAre, as adjusted. A calculation of Net Debt-to-Core EBITDAre is as follows (dollars in thousands):


TABLE 5

Total debt principal (1)	$	7,601,326
Cash and cash in escrow	(229,732)
Net debt	$	7,371,594

Core EBITDAre	$	329,288

Core EBITDAre, annualized	$	1,317,152

Net Debt-to-Core EBITDAre	5.6 times

(1) Balance at March 31, 2021 excludes $9,978 of debt discount and $36,263 of deferred financing costs as reflected in unsecured notes, net, and $14,361 of debt discount and $2,940 of deferred financing costs as reflected in notes payable on the Condensed Consolidated Balance Sheets.

NOI is defined by the Company 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, expensed transaction, development and other pursuit costs, net of recoveries, interest expense, net, loss (gain) on extinguishment of debt, net, general and administrative expense, joint venture (income) loss, depreciation expense, corporate income tax expense (benefit), casualty and impairment loss (gain), net, gain on sale of communities, (gain) loss on other real estate transactions, net for-sale condominium activity and net operating income from real estate assets sold or held for sale. The Company considers NOI to be an important and appropriate supplemental performance measure to Net Income of operating performance of a community or communities 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 property management overhead or financing-related costs. NOI reflects the operating performance of a community, and allows for an easier 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 impact to overhead as a result of 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 groups of assets.

Residential NOI represents results attributable to the Company's apartment rental operations, including parking and other ancillary Residential revenue. A reconciliation of Residential NOI to Net Income, as well as a breakdown of Residential NOI by operating segment, is as follows (dollars in thousands):


TABLE 6
	Q1		Q1		Q4
	2021		2020		2020
Net income	$	142,234	$	168,006	$	341,114
Indirect operating expenses, net of corporate income	24,470		22,799		27,400
Expensed transaction, development and other pursuit costs, net of recoveries	(170)		3,334		8,110
Interest expense, net	52,613		55,914		51,589
(Gain) loss on extinguishment of debt, net	(122)		9,170		—
General and administrative expense	17,352		17,320		13,465
Joint venture loss (income)	467		(1,175)		348
Depreciation expense	183,297		177,911		177,823
Income tax (benefit) expense	(755)		91		(2,178)
Gain on sale of communities	(53,727)		(24,436)		(249,106)
Gain on other real estate transactions	(427)		(43)		(112)
Net for-sale condominium activity	913		(3,460)		1,611
NOI from real estate assets sold or held for sale	(1,490)		(9,918)		(6,534)
NOI	364,655		415,513		363,530

Commercial NOI	(5,377)		(6,792)		333
Residential NOI	$	359,278	$	408,721	$	363,863

Residential NOI
Established:
New England	$	46,278	$	52,108	$	47,813
Metro NY/NJ	70,166		78,622		71,939
Mid-Atlantic	55,831		64,414		56,245
Southeast FL	4,178		4,114		3,966
Denver, CO	4,019		3,341		3,712
Pacific NW	19,933		23,527		20,302
No. California	63,558		81,088		65,901
So. California	71,654		82,946		72,795
Total Established	335,617		390,160		342,673
Other Stabilized	17,136		16,503		16,889
Development/Redevelopment	6,525		2,058		4,301
Residential NOI	$	359,278	$	408,721	$	363,863

NOI as reported by the Company does not include the operating results from assets sold or classified as held for sale. A reconciliation of NOI from communities sold or classified as held for sale is as follows (dollars in thousands):


TABLE 7
	Q1		Q1		Q4
	2021		2020		2020

Revenue from real estate assets sold or held for sale	$	2,303	$	15,253	$	10,486
Operating expenses from real estate assets sold or held for sale	(813)		(5,335)		(3,952)
NOI from real estate assets sold or held for sale	$	1,490	$	9,918	$	6,534

Commercial NOI is comprised of the following components (in thousands):


TABLE 8
	Q1		Q1		Q4
	2021		2020		2020

Commercial Revenue	$	6,850	$	8,116	$	985
Commercial Operating Expenses	(1,473)		(1,324)		(1,318)
Commercial NOI	$	5,377	$	6,792	$	(333)

Other Stabilized Communities are completed consolidated communities that the Company owns, which have Stabilized Operations as of January 1, 2021, or which were acquired subsequent to January 1, 2020. Other Stabilized Communities excludes communities that are conducting or are probable to conduct substantial redevelopment activities.

Projected FFO and Projected Core FFO, as provided within this release in the Company’s outlook, are calculated on a basis consistent with historical FFO and Core FFO, and are therefore considered to be appropriate supplemental measures to projected Net Income from projected operating performance. A reconciliation of the ranges provided for Projected FFO per share (diluted) for the second quarter 2021 to the ranges provided for projected EPS (diluted) and corresponding reconciliation of the ranges for Projected FFO per share to the ranges for Projected Core FFO per share are as follows:


TABLE 9
		Low Range		High Range









Projected EPS (diluted) - Q2 2021		$	2.95	$	3.05
	Depreciation (real estate related)	1.29		1.33
	Gain on sale of communities	(2.42)		(2.46)
Projected FFO per share (diluted) - Q2 2021		1.82		1.92

	Adjustments related to residential for-sale condominiums at The Park Loggia	0.01		0.01
	Asset management fee intangible write-off	0.01		0.01
	Other	0.01		0.01
Projected Core FFO per share (diluted) - Q2 2021		$	1.85	$	1.95

Projected NOI, as used within this release for certain Development Communities and in calculating the Initial Year Market Cap Rate for dispositions, represents management’s estimate, as of the date of this release (or as of the date of the buyer’s valuation in the case of dispositions), of projected stabilized rental revenue minus projected stabilized operating expenses. For Development Communities, Projected NOI is calculated based on the first twelve months of Stabilized Operations following the completion of construction. In calculating the Initial Year Market Cap Rate, Projected NOI for dispositions is calculated for the first twelve months following the date of the buyer’s valuation. Projected stabilized rental revenue represents management’s estimate of projected gross potential minus projected stabilized economic vacancy and adjusted for projected stabilized concessions plus projected stabilized other rental revenue. Projected stabilized operating expenses do not include interest, income taxes (if any), depreciation or amortization, or any allocation of corporate-level property management overhead or general and administrative costs. In addition, projected stabilized operating expenses for Development Communities do not include property management fee expense. Projected gross potential for Development Communities and dispositions is generally based on leased rents for occupied homes and management’s best estimate of rental levels for homes which are currently unleased, as well as those homes which will become available for lease during the twelve month forward period used to develop Projected NOI. The weighted average Projected NOI as a percentage of Total Capital Cost ("Weighted Average Initial Projected Stabilized Yield") is weighted based on the Company’s share of the Total Capital Cost of each community, based on its percentage ownership.

Management believes that Projected NOI of the Development Communities, on an aggregated weighted average basis, assists investors in understanding management's estimate of the likely impact on operations of the Development Communities when the assets are complete and achieve stabilized occupancy (before allocation of any corporate-level property management overhead, general and administrative costs or interest expense). However, in this release the Company has not given a projection of NOI on a company-wide basis. Given the different dates and fiscal years for which NOI is projected for these communities, the projected allocation of corporate-level property management overhead, general and administrative costs and interest expense to communities under development is complex, impractical to develop, and may not be meaningful. Projected NOI of these communities is not a projection of the Company's overall financial performance or cash flow. There can be no assurance that the communities under development will achieve the Projected NOI as described in this release.

Redevelopment Communities are consolidated communities where substantial redevelopment is in progress or is probable to begin during the current year. Redevelopment is considered substantial when (i) capital invested during the reconstruction effort is expected to exceed the lesser of $5,000,000 or 10% of the community’s pre-redevelopment basis and (ii) physical occupancy is below or is expected to be below 90% during or as a result of the redevelopment activity. Redevelopment Communities include one community containing 344 apartment homes that are currently under active redevelopment as of March 31, 2021.

Residential Rental Revenue with Concessions on a Cash Basis is considered by the Company to be a supplemental measure to Residential rental revenue in conformity with GAAP to help investors evaluate the impact of both current and historical concessions on GAAP-based Residential rental revenue and to more readily enable comparisons to revenue as reported by other companies. In addition, Residential Rental Revenue with Concessions on a Cash Basis allows an investor to understand the historical trend in cash concessions.

A reconciliation of Residential rental revenue from Established Communities in conformity with GAAP to Residential Rental Revenue with Concessions on a Cash Basis is as follows (dollars in thousands):


TABLE 10
	Q1		Q1
	2021		2020
Residential rental revenue (GAAP basis)	$	497,107	$	546,580
Residential concessions amortized	14,665		1,195
Residential concessions granted	(15,836)		(1,319)

Residential Rental Revenue with Concessions
on a Cash Basis	$	495,936	$	546,456

% change -- GAAP revenue			(9.1)		%

% change -- cash revenue			(9.2)		%

Residential represents results attributable to the Company's apartment rental operations, including parking and other ancillary residential revenue.

Stabilized Operations/Restabilized Operations is defined as the earlier of (i) attainment of 90% physical occupancy or (ii) the one-year anniversary of completion of development or redevelopment.

Total Capital Cost includes all capitalized costs projected to be or actually incurred to develop the respective Development or 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, offset by proceeds from the sale of any associated land or improvements, all as determined in accordance with GAAP. Total Capital Cost also includes costs incurred related to first generation commercial tenants, such as tenant improvements and leasing commissions. For Redevelopment Communities, Total Capital Cost excludes costs incurred prior to the start of redevelopment when indicated. With respect to communities where development or redevelopment was completed in a prior or the current period, Total Capital Cost reflects the actual cost incurred, plus any contingency estimate made by management. Total Capital Cost for communities identified as having joint venture ownership, either during construction or upon construction completion, represents the total projected joint venture contribution amount. For joint ventures not in construction, Total Capital Cost is equal to gross real estate cost.

Unconsolidated Development Communities are communities that are either currently under construction, or were under construction and were completed during the current year, in which we have an indirect ownership interest through our investment interest in an unconsolidated joint venture. These communities may be partially or fully complete and operating.

Unencumbered NOI as calculated by the Company represents NOI generated by real estate assets unencumbered by outstanding secured notes payable as of March 31, 2021 as a percentage of total NOI generated by real estate assets. The Company believes that current and prospective unsecured creditors of the Company view Unencumbered NOI as one indication of the borrowing capacity of the Company. Therefore, when reviewed together with the Company’s Interest Coverage, EBITDA and cash flow from operations, the Company believes that investors and creditors view Unencumbered NOI as a useful supplemental measure for determining the financial flexibility of an entity. A calculation of Unencumbered NOI for the three months ended March 31, 2021 is as follows (dollars in thousands):


TABLE 11
	Q1 2021
	NOI
Residential NOI:
Established	$	335,617
Other Stabilized	17,136
Development/Redevelopment	6,525
Total Residential NOI	359,278
Commercial NOI	5,377
NOI from real estate assets sold or held for sale	1,490
Total NOI generated by real estate assets	366,145
NOI on encumbered assets	21,210
NOI on unencumbered assets	$	344,935

Unencumbered NOI	94		%

Form: 8-K

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